UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant x ☒ | | |
| Filed by a Party other than the Registrant ☐ | | |
| Check the appropriate box: | | |
| ☐ Preliminary Proxy Statement | ☐ | Confidential, for Use of the Commission Only (as permittedby Rule 14a-6(e)(2)) |
| ☒ Definitive Proxy Statement | |
| ☐ Definitive Additional Materials | | |
| ☐ Soliciting Material Pursuant to Rule 14a-12 | | |
Eastern Bankshares, Inc.
(Name of the Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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April 3, 2023
April 4, 2022
Dear Shareholder:
I am pleased to invite you to attend the 20222023 Annual Meeting of Shareholders of Eastern Bankshares, Inc. The meeting will be held on Monday, May 16, 202215, 2023, at 12:00 p.m. Eastern Time both online via the Internet and at our corporate offices located at 265 Franklin Street, Boston, Massachusetts 02110. Details regarding the business to be conducted at the meeting are described in the enclosed notice of the meeting and proxy statement.
Shareholders will receive a notice describing how to access our proxy materials over the Internet, how to register to attend the meeting virtually, and how to request to receive a paper copy of the proxy materials by mail.materials. Our proxy materials, includeincluding this proxy statement and our 20212022 annual report to shareholders, containingcontain our audited financial statements and information about our business.
Your vote is very important. You can ensure your shares of our common stock are represented and are voted at the meeting by submitting your instructions by telephone, the Internet, or in writing by returning your proxy card or voting form. We encourage you to consider registering for and attending our 20222023 Annual Meeting of Shareholders virtually through the Internet.virtually.
Thank you for your support and continued interest in Eastern Bankshares, Inc.
Sincerely,
ROBERT F. RIVERS
Chair of the Board of Directors and
Chief Executive Officer
April 4, 20223, 2023
To Shareholders of
Eastern Bankshares, Inc.
NOTICE OF ANNUAL MEETING
The 20222023 Annual Meeting of Shareholders of Eastern Bankshares, Inc. will be held on Monday, May 16, 202215, 2023, at 12:00 p.m. Eastern Time online via the Internet and at our corporate office located at 265 Franklin Street, Boston, Massachusetts 02110. The purpose of the meeting is to consider and take action upon the following matters:
1.to elect four directors for a three-year term expiring in 2025;2026;
2.to approve an amendment to the Company’s Amended and Restated Articles of Organization that would declassify the Board of Directors over a five-year period, such that it would be fully declassified, with all directors standing for annual election, at the Company’s 2027 Annual Meeting of Shareholders;
3.to hold an advisory vote on executive compensation;
4.3.to ratify the appointment of Ernst & Young LLP by the Audit Committee of our Board of Directors as our company’s independent registered public accounting firm for the 20222023 fiscal year; and
5.4.to vote on such other business as may properly be brought before the meeting and any adjournment of the meeting.
The record date for the determination of the shareholders entitled to receive notice of and to vote at the Annual Meeting is Friday, March 11, 2022.10, 2023. Our stock transfer books will remain open.
Our Bylaws require that the holders of a majority of the shares of our common stock, issued and outstanding and entitled to vote at the meeting, be present online or in person, or represented by proxy at the meeting in order to constitute a quorum for the transaction of business. Accordingly, it is important that your shares be represented at the meeting regardless of the number of shares you may hold. Please ensure that your shares of our common stock are present and voted at the meeting by submitting your instructions by telephone, the Internet, or in writing by completing, signing, dating and returning your proxy card or voting form. If you choose to attend the 20222023 Annual Meeting virtually, you may also vote your shares through the Internet during the meeting. If you choose to attend the 20222023 Annual Meeting in person, please be advised that in person seating may be limited due to social distancing requirements and masks may be required. Youyou may obtain directions to the location of the 2022 Annual Meeting by contacting us at annualmeeting@easternbank.com.
You are entitled to participate in the 20222023 Annual Meeting if you were a shareholder at the close of business on Friday, March 11, 2022,10, 2023, the record date, or hold a legal proxy for the meeting provided by your bank, broker or nominee as of such record date.
•To register to attend the 20222023 Annual Meeting online via the Internet or in person, visit visit www.proxydocs.com/EBC and enter your control number. Registrants who choose to participate virtually will be provided a link to the virtual meeting on the day of the meeting.
•To vote your shares virtually in advance of or at the 20222023 Annual Meeting, , visit www.proxypush.com/EBC and enter your control number.
Your control number can be found on your proxy card, vote authorization form or the Notice of Internet Availability of Proxy Materials.
If you join the 20222023 Annual Meeting virtually, you can submit questions in writing during the meeting through the Q&A tab on the virtual platform. We intend to answer as many questions that pertain to company matters as time allows during
the meeting. Questions that are substantially similar may be grouped or not answered to ensure we are able to address as many topics as possible.
A complete list of registered shareholders will be made available to shareholders of record at the meeting and in accordance with our Bylaws by emailing annualmeeting@easternbank.com.
This notice, the proxy and proxy statement are sent to you by order of our Board of Directors on behalf of the company.
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| KATHLEEN C. HENRY |
| Executive Vice President, General Counsel and |
| Corporate Secretary |
TABLE OF CONTENTS
PROXY STATEMENT
We are furnishing this proxy statement (the “Proxy Statement”) in connection with the solicitation of proxies by the Board of Directors (which we sometimes refer to as the “Board”) of Eastern Bankshares, Inc. (which we may also refer to as “we,” “us,” or the “Company” throughout this Proxy Statement; Eastern Bank is sometimes referred to herein as the “Bank,” and Eastern Bankshares, Inc. and Eastern Bank are sometimes collectively referred to herein as “Eastern”) for use at our 20222023 annual meeting of shareholders (“Annual Meeting” or the “Meeting”) to be held on Monday, May 16, 202215, 2023 at 12:00 p.m. Eastern Time online via the Internet and at our corporate office located at 265 Franklin Street, Boston, MA 02110, and at any adjournment of that meeting. The mailing address of our principal executive office is 265 Franklin Street, Boston, MA 02110. The Notice of Annual Meeting, this Proxy Statement, and the enclosed proxy are being first furnished to our shareholders on or about April 4, 2022.3, 2023.
INTERNET AVAILABILITY OF PROXY MATERIALS
Our proxy materials are available over the Internet. YouShareholders will receive a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about April 4, 20223, 2023, to comply with the 40-day requirement pursuant to Rule 14a-16(a) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). The Notice contains instructions on how to access our proxy materials, including our Proxy Statement, in connection with the Annual Meeting and submit your proxy or vote authorization form. The Notice also provides information on how to request paper copies of our proxy materials if you prefer.materials. If you have previously requested a paper copy of the proxy materials, you will receive a paper copy of our proxy materials by mail. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials electronically unless you elect otherwise. If you receive more than one Notice, it means that your shares are registered in more than one name or are registered in different accounts. In order to vote the shares you own, you must vote pursuant to the instructions on each Notice.
VOTING PROCEDURES
Purpose of Annual Meeting
Shareholders entitled to vote at the Annual Meeting will consider and act upon the matters outlined in the notice of meeting accompanying this Proxy Statement, including the election of four individuals to our Board of Directors, each to be elected for a three-year term expiring in 20252026 (Proposal 1); the approval of an amendment (“Charter Amendment”) to our Amended and Restated Articles of Organization ("Charter”) that would declassify the Board of Directors over a five-year period, such that it would be fully declassified, with all directors standing for annual election at the Company’s 2027 Annual Meeting of Shareholders (Proposal 2); approval, by non-binding advisory vote, of the compensation of our named executive officers (“NEOs”) (Proposal 3)2); and ratification of the appointment by the Audit Committee of our Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the 20222023 fiscal year (Proposal 4)3).
Voting Securities and Record Date
Only shareholders of record at the close of business on Friday, March 11, 202210, 2023 (“Record Date”), are entitled to vote at the meeting or any adjournment of the Meeting. Our outstanding capital stock entitled to vote at the meeting as of Friday, March 11, 2022,10, 2023, consisted of 183,929,799176,328,426 shares of our common stock, $0.01 par value per share. Each holder of record of our common stock on the Record Date is entitled to one vote per share of common stock held, except that, as provided in our CharterArticles of Organization, as amended, and under applicable law, if anyone owns more than 10% of our common stock without prior approval of the Federal Reserve Board and the Massachusetts Commissioner of Banks, shares in excess of 10% will not be counted as shares entitled to vote.
In accordance with our amended and restated bylaws (“Bylaws”) a list of shareholders of record as of the Record Date (“Shareholder List”) will be available for inspection by any shareholder, beginning two business days after notice is given of the Meeting and continuing through the Annual Meeting. The Shareholder List may be accessed during the Annual Meeting through the virtual meeting platform. In addition, you may contact our Corporate Secretary by submitting an email to annualmeeting@easternbank.com and requesting a time to view the Shareholder List virtually, for any purpose germane to the Annual Meeting, between the hours of 9:00 a.m. and 5:00 p.m., local time, on any business day from Wednesday, April 6, 2022 up5, 2023, to the time of the Annual Meeting.
The Bylaws have not been amended since the completion of our initial public offering (“IPO”).
Quorum
The holders of a majority of the shares of our common stock that are issued and outstanding and entitled to vote at the Annual Meeting constitute a quorum for the transaction of business at the Annual Meeting. If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained. For purposes of determining the presence or absence of a quorum, abstentions and broker non-votes will be counted as present. A “broker non-vote” is a proxy from a broker or other nominee indicating that such person has not received instructions from the beneficial owner on a particular matter with respect
to which the broker or other nominee does not have discretionary voting power. Brokers have the discretion to vote their clients’ proxies only on routine matters.
Attending the Annual Meeting
We invite all shareholders as of the Record Date to attend the Annual Meeting, which will be held both online and at our corporate headquarters located at 265 Franklin Street, Boston, Massachusetts 02110. Given the ongoing COVID-19 pandemic, and to ensure the safety of our employees, directors and shareholders, we encourage our shareholders as of the Record Date to register to attend the Annual Meeting virtually.
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| Virtual Meeting Registration and Attendance Process |
•To attend the Annual Meeting virtually, you must first register at www.proxydocs.com/EBC. •On this registration website, you will be asked to enter your name, email address and the unique Control Number found on the proxy materials you received.
•A link to the Annual Meeting will be emailed to you on the day of the Annual Meeting.
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There will be limited seating available to those shareholders of record who choose to attend the Annual Meeting in person. If you choose to attend the Annual Meeting in person, we ask that you register for the meeting at www.proxydocs.com/EBC or mark your attendance preference ofon the proxy card that you return by mail. Please be advised that seating may be limited due to social distancing requirements and masks may be required.
If you are a record holder of our common stock, which means that your shares are represented by ledger entries in your own name, directly registered with our transfer agent Continental Stock Transfer & Trust Company, please bring valid picture identification with you to the Annual Meeting to allow us to verify your ownership as of the Record Date. If your shares are held in “street name,” which means that the shares are held for your benefit in the name of a broker, bank or other intermediary, please also bring a brokerage account statement or letter from your broker, bank or other intermediary reflecting stock ownership as of the Record Date in order to be admitted to the Annual Meeting. Please note that if you hold your common stock in street name, you may not vote your shares in person at the Annual Meeting unless you obtain a legal proxy from your broker giving you the right to vote the shares at the Annual Meeting. If you own an interest in our common stock through the Company's Employee Stock Ownership Plan ("ESOP") or 401(k) Plan, you may register to attend, but may not vote at, the Annual Meeting.
Even if you plan to attend the Annual Meeting virtually or in person, we encourage you to vote in advance by Internet, telephone, or mail so that your vote will be counted in the event that you later decide not to attend the Annual Meeting.
Manner of Voting
Each share of common stock you hold is entitled to one vote for or against a proposal. Shares entitled to be voted at the Annual Meeting can only be voted if the shareholder of record of such shares is present at the Annual Meeting (either in-person or virtually), returns a signed proxy card, or authorizes proxies to vote his or her shares by telephone or over the Internet. Shares represented by valid proxy will be voted in accordance with your instructions. If you choose to vote your shares by telephone or over the Internet, you may do so until the dates and times set forth below, by following the instructions on the proxy card or the Notice.
Shareholders of Record
If you are a shareholder of record of our common stock as of the Record Date, you may vote in one of the following ways:
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| By Internet |
by following the Internet voting instructions included in the proxy card and Notice until the close of polls at the Annual Meeting.
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| By Telephone |
by following the telephone voting instructions included in the proxy card and Notice at any time until the close of polls at the Annual Meeting.
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| By Mail |
by marking, dating and signing your printed proxy card (if requested and received by mail) in accordance with the instructions on it and returning it by mail in the pre-addressed reply envelope provided with the proxy materials for receipt prior to the Annual Meeting.
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In-person at
the Annual Meeting |
by voting by ballot at the Annual Meeting.
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You may revoke your proxy at any time before the shares are voted at the Annual Meeting by entering new voting instructions by telephone or over the Internet until the close of polls at the Annual Meeting, by written notice received by our Corporate Secretary before the Annual Meeting, by executing and returning a new proxy bearing a later date, or by voting at the Meeting. Attendance at the Annual Meeting without voting by ballot will not revoke a previously submitted proxy.
You may specify your choices by marking the appropriate box on the proxy card. If your proxy card is signed and returned without specifying choices, your shares will be voted in accordance with the recommendation of our Board of Directors and as the individuals named as proxy holders on the proxy card deem advisable on all other matters that may properly come before the Annual Meeting. The Board of Directors recommends that you vote for the listed nominees for director, for the approval of the Charter Amendment,director; for the approval of an advisory vote on compensation paid to our NEOs,NEOs; and for ratification of the appointment by the Audit Committee of our Board of Directors of our independent registered public accounting firm for the 20222023 fiscal year.
Shareholders in “Street Name”
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| If your shares are held in “street name” through a broker, bank or other intermediary, your broker, bank or other intermediary should give you instructions for voting your shares. In these cases, you may vote by internet, telephone or mail, as instructed by your broker, bank or other intermediary. |
If you hold your shares in “street name,” generally the broker or other representative may only vote the shares that it holds for you in accordance with your instructions. However, if the broker or other representative has not timely received your instructions, it may vote on certain matters for which it has discretionary voting authority. Brokers have the discretion to vote their clients’ proxies only on routine matters.
At our Annual Meeting, only the ratification of the appointment of our auditors is a routine matter. The vote on election of directors the vote to approve the Charter Amendment, and the advisory vote on executive compensation are non-discretionary voting matters, and therefore your broker will not be able to vote on any of these matters without receiving your instructions. Your broker or other representative will generally provide detailed voting instructions with your proxy materials. These instructions may include information on whether your shares can be voted by telephone or over the Internet and the manner in which you may revoke your votes. You should reach out to your broker, bank or other intermediary if you have not received such instructions or have questions.
Participants in the Company's 401(k) Plan or ESOP
If you are a participant in the Company's Employee Stock Ownership Plan (“ESOP”)ESOP or 401(k) Plan, you will receive a Notice by e-mail, unless you otherwise requested to receive the Notice by mail. Under the terms of these plans, the trustee or administrator votes all shares held by the plan, but each participant may direct the trustee or administrator how to vote the shares of our common stock allocated to his or her plan account. Using the Control Number received on your Notice, follow the instructions above (for “Shareholders of Record”) to provide your voting instructions to the applicable plan trustee or
administrator by Internet or telephone. If you own shares through any of these plans and you do not provide your voting instructions by 11:59 p.m., Eastern Time, on Wednesday, May 11, 2022,10, 2023, the respective plan trustees or administrators will vote your shares in accordance with the terms of the respective plans. Please note that plan participants must provide voting instructions by the specified deadline (May 11)10), which is earlier than the voting deadline for shareholders of record (who(who may vote through the closing of the polls at the Annual Meeting). In addition, due to the earlier voting deadline for plan participants, you cannot provide your voting instructions at the Annual Meeting (either virtually or in-person). However, you may still register for and attend the Annual Meeting and ask questions.
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Even if you plan to attend the Annual Meeting virtually or in-person, we encourage you to vote in advance by Internet, telephone, or mail so that your vote will be counted in the event that you later decide not to attend the Annual Meeting.
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Vote Required
Assuming a quorum is present at the Annual Meeting, the vote required to adopt each of the proposals is as follows:
•Election of Directors (Proposal 1). The election of directors is determined by a majority of the votes cast in person or by proxy by the shareholders entitled to vote on the election of directors in an uncontested election. Under our Bylaws, a nominee will be elected to the Board of Directors if the votes cast “for” the nominee’s election exceed the votes cast “against” the nominee’s election. Abstentions and broker non-votes are not counted as votes “for” or “against” a nominee and will have no effect upon the outcome of the vote on the election of directors.
•All Other Matters: Approval of the Charter Amendment (Proposal 2); Advisory Vote on Executive Compensation (Proposal 3)2); and Ratification of the Appointment by the Audit Committee of our Board of Directors of Our Independent Registered Public Accounting Firm (Proposal 4)3). All other matters are determined by a majority of the votes cast by the holders of the shares present or represented by proxy at the Annual Meeting and voting on each matter. Under our Bylaws, abstentionsAbstentions and broker non-votes will have no effect on the determination of whether shareholders have approved these proposals.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of shares of our common stock as of Friday, March 11, 2022,10, 2023, with respect to:
•those persons we know to beneficially own more than 5% of the outstanding shares of our common stock based on our review of filings made with the Securities and Exchange Commission (“SEC”);
•each of our NEOs and directors; and
•all of our directors and executive officers as a group.
Unless otherwise indicated, the address of any person or entity listed is c/o Eastern Bankshares, Inc., 265 Franklin Street, Boston, Massachusetts 02110. The applicable percentage of beneficial ownership is based on 183,929,799176,328,426 shares of our common stock outstanding as of March 11, 2022.10, 2023.
Beneficial ownership is determined in accordance with the rules of the SEC. Unless otherwise indicated, we believe, based on information furnished by such persons, that each person listed below has sole voting and investment power with respect to the shares of Company common stock shown as beneficially owned. Securities that may be beneficially acquired within 60 days of Friday, March 11, 202210, 2023 are deemed to be beneficially owned by the person holding such securities for the purpose of computing ownership of such person but are not treated as outstanding for the purpose of computing the ownership of any other person.
| | Name of Beneficial Owner | Name of Beneficial Owner | Directly or Indirectly Held
(#)(1)(2) | Right to Acquire
(#)(3) | Total Amount and Nature of Beneficial Ownership of Common Stock
(#) | Percentage of Common Stock (%) | Name of Beneficial Owner | Directly or Indirectly Held
(#)(1)(2) | Right to Acquire
(#)(3) | Total Amount and Nature of Beneficial Ownership of Common Stock
(#) | Percentage of Common Stock (%) |
| The Vanguard Group (4) | The Vanguard Group (4) | 15,616,064 | | 15,889,055 | 8.64% | The Vanguard Group (4) | 15,603,193 | | 15,603,193 | 8.83% |
| Principal Trust Company (5) | Principal Trust Company (5) | 14,936,757 | | 14,940,652 | 8.12% | Principal Trust Company (5) | 14,921,646 | | 14,921,646 | 8.45% |
| BlackRock, Inc. (6) | BlackRock, Inc. (6) | 11,901,449 | | 11,466,094 | 6.23% | BlackRock, Inc. (6) | 11,277,394 | | 11,277,394 | 6.40% |
| Richard C. Bane (7) | Richard C. Bane (7) | 182,096 | - | 182,096 | * | Richard C. Bane (7) | 184,965 | - | 184,965 | * |
| Luis A. Borgen (8) | Luis A. Borgen (8) | 162,096 | - | 162,096 | * | Luis A. Borgen (8) | 77,546 | - | 77,546 | * |
| Joseph T. Chung (9)(12) | Joseph T. Chung (9)(12) | 112,096 | - | 112,096 | * | Joseph T. Chung (9)(12) | 114,965 | - | 114,965 | * |
| Paul M. Connolly(10) | 74,596 | - | 74,596 | * | |
| Paul M. Connolly (10) | | Paul M. Connolly (10) | 77,465 | - | 77,465 | * |
| Bari A. Harlam (11)(12) | Bari A. Harlam (11)(12) | 74,596 | - | 74,596 | * | Bari A. Harlam (11)(12) | 72,465 | - | 72,465 | * |
| Diane S. Hessan (13) | Diane S. Hessan (13) | 104,096 | - | 104,096 | * | Diane S. Hessan (13) | 106,965 | - | 106,965 | * |
| Richard E. Holbrook (14) | Richard E. Holbrook (14) | 258,596 | - | 258,596 | * | Richard E. Holbrook (14) | 261,465 | - | 261,465 | * |
| Deborah C. Jackson (12)(15) | Deborah C. Jackson (12)(15) | 94,596 | - | 94,596 | * | Deborah C. Jackson (12)(15) | 91,752 | - | 91,752 | * |
| Peter K. Markell (16) | Peter K. Markell (16) | 162,096 | - | 162,096 | * | Peter K. Markell (16) | 164,965 | - | 164,965 | * |
| Robert F. Rivers (12)(17) | Robert F. Rivers (12)(17) | 200,969 | - | 200,969 | * | Robert F. Rivers (12)(17) | 216,926 | - | 216,926 | * |
| Greg A. Shell (12)(18) | 234,596 | - | 234,596 | * | |
| Paul D. Spiess (19) | 162,096 | - | 162,096 | * | |
| Quincy L. Miller (20) | 85,489 | - | 85,489 | * | |
| James B. Fitzgerald (21) | 151,235 | - | 151,235 | * | |
| Jan A. Miller (22) | 101,213 | - | 102,077 | * | |
| John F. Koegel (22) | 50,260 | - | 51,124 | * | |
| Paul D. Spiess (18) | | Paul D. Spiess (18) | 164,965 | - | 164,965 | * |
| Quincy L. Miller (19) | | Quincy L. Miller (19) | 96,410 | - | 96,410 | * |
| James B. Fitzgerald (20) | | James B. Fitzgerald (20) | 162,531 | - | 162,531 | * |
| Donald M. Westermann (21) | | Donald M. Westermann (21) | 29,139 | - | 29,139 | * |
| Kathleen C. Henry (22) | | Kathleen C. Henry (22) | 29,140 | - | 29,140 | * |
| | All Directors and Executive Officers as a group (24 persons) (23) | All Directors and Executive Officers as a group (24 persons) (23) | 2,495,973 | - | 2,495,973 | 1.36% | All Directors and Executive Officers as a group (24 persons) (23) | 2,307,333 | - | 2,307,333 | 1.31% |
* Less than 1%
(1)The number of shares beneficially owned by each shareholder is determined under the rules of the SEC, and the information provided is not necessarily indicative of beneficial ownership for any other purpose. Unless
otherwise indicated, as determined under such rules, each shareholder has sole investment and voting power (or
shares such power with his or her spouse) with respect to the shares reported in this table. The inclusion of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of such shares.
(2)For executive officers, shares directly or indirectly held includes shares held by the Company's ESOP, including in the amounts of 9691,845 shares for each of our NEOs. Fractional shares have been rounded down.
(3)Consists of shares of the Company's common stock which the named individual or group has the right to acquire within 60 days of Friday, March 11, 2022.10, 2023.
(4)The addressBased upon information regarding Company holdings reported by way of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. The information about The Vanguard Group is based on itsAmendment No. 2 to a Schedule 13G/A13G filed with the SEC on February 9, 2022, and is2023, by The Vanguard Group ("Vanguard"). Vanguard reported that, as of December 31, 2021.2022, it had shared voting power over 150,702 shares; sole dispositive power over 15,295,853 shares; and shared dispositive power over 307,340 shares. Vanguard beneficially owns the Company holdings disclosed in the table above in its capacity as an investment advisor.
(5)Based upon information regarding Company holdings reported by way of Amendment No. 2 to a Schedule 13G filed with the SEC on February 6, 2023, by Delaware Charter Guarantee & Trust Company dba Principal Trust Company as Directed Trustee ("Trustee") of the ESOP. The Trustee reported that, as of December 31, 2022, it held 14,921,646 shares of the Company's common stock, as to which it had both shared voting power and shared dispositive power and as to which it disclaims beneficial ownership. The address of Principal Trust Companythe Trustee is 1013 Centre Road Ste 300, Wilmington DE 19805-1265. The ESOP is subject to the Employee Retirement Income Security Act of 1974 (“ERISA”). Delaware Charter Guarantee & Trust Company dba Principal Trust Company acts as the Directed Trustee (“Trustee”) of the ESOP (“Trust”). As of December 31, 2021, the Trust held 14,936,757 shares of the Issuer's common stock. The securities reported include all shares held of record by the Trustee. The Trustee follows the directions of the investment fiduciary named in the ESOP or other parties designated in the ESOP’s trust agreement with respect to voting and disposition of shares. The Trustee, however,shares and is subject to certain fiduciary duties under ERISA as limited in the trust agreement. The Trustee disclaims beneficial ownershipERISA.
(6)Based upon information regarding Company holdings reported by way of the shares of common stock that are the subject of thisAmendment No. 2 to a Schedule 13G/A13G filed with the SEC by Principal Trust Company on February 10, 2022, which is as of December 31, 2021.
(6)6, 2023, by BlackRock, Inc. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. BlackRock, Inc. filed as the parent holding company of Blackrock Life Limited, BlackRock Advisors, LLC; Aperio Group, LLC; BlackRock (Netherlands) B.V.; BlackRock Institutional Trust Company, National Association; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; BlackRock Asset Management Schweiz AG; BlackRock Investment Management, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock Investment Management (Australia) Limited; BlackRock Fund Advisors; and BlackRock Fund Managers Ltd. The information about BlackRock, Inc. is based on its Schedule 13G/A filed with the SEC on February 3, 2022, and isreporting person reported that, as of December 31, 2021.2022, it had sole voting power and sole dispositive power over 10,964,730 and 11,277,394 shares, respectively.
(7)Consists of (i) 120,000132,419 shares held directly and (ii) 62,09652,546 shares of restricted stock that vest in equal annual installments over a period of five years from November 30, 2021, the date of grant.are subject to applicable vesting requirements.
(8)Consists of (i) 53,73025,000 shares held directly;directly and (ii) 46,270 shares held in an individual retirement account (“IRA”) and (iii) 62,09652,546 shares of restricted stock that vest in equal annual installments over a period of five years from November 30, 2021, the date of grant.are subject to applicable vesting requirements.
(9)Consists of (i) 50,00062,419 shares held directly and (ii) 62,09652,546 shares of restricted stock that vest in equal annual installments over a period of five years from November 30, 2021, the date of grant.are subject to applicable vesting requirements.
(10)Consists of (i) 12,50024,919 shares held directly and (ii) 62,09652,546 shares of restricted stock that vest in equal annual installments over a period of five years from November 30, 2021, the date of grant.are subject to applicable vesting requirements.
(11)Consists of (i) 7,419 shares held directly; (ii) 12,500 shares held directly in joint tenancy with spousespouse; and (ii) 62,09652,546 shares of restricted stock that vest in equal annual installments over a period of five years from November 30, 2021, the date of grant.are subject to applicable vesting requirements.
(12)Excludes 6,970,3265,759,427 shares of Company common stock beneficially owned by the Eastern Bank Foundation (“Foundation”) as of March 11, 2022,10, 2023, as to which the director shares investment power as a trustee of the Foundation. The Company donated such shares in connection with its IPO.initial public offering. The Foundation is a charitable trust under Massachusetts law. It is organized exclusively for charitable purposes, and its trust instrument provides that no part of the Foundation's net earnings will inure to the benefit of or be payable to any private shareholder or individual. As required by Federal Reserve Board regulations, all shares of Company common stock held by the Foundation must be voted in the same ratio as all other shares of the Company common stock on all proposals considered by the Company's shareholders.
(13)Consists ofof (i) 40,000052,419 shares held directly; (ii) 62,09652,546 shares of restricted stock that vest in equal annual installments over a period of five years from November 30, 2021, the date of grant;are subject to applicable vesting requirements; and (iii) 2,000 shares held by Crimson Seed Capital, LLC, which is controlled by Ms. Hessan's spouse and ofas to which Ms. Hessan disclaims beneficial ownership except to the extent of any pecuniary interest therein.
(14)Consists of (i) 12,419 shares held directly; (ii) 196,500 shares held directly in joint tenancy with spousespouse; and (ii) 62,09652,546 shares of restricted stock that vest in equal annual installments over a period of five years from November 30, 2021, the date of grant.are subject to applicable vesting requirements.
(15)Consists of (i) 13,50020,206 shares held directly; (ii) 19,000 shares held in an IRA; and (ii) 62,09652,546 shares of restricted stock that vest in equal annual installments over a period of five years from November 30, 2021, the date of grant.are subject to applicable vesting requirements.
(16)Consists of (i) 100,000112,419 shares held directly and (ii) 62,09652,546 shares of restricted stock that vest in equal annual installments over a period of five years from November 30, 2021, the date of grant.are subject to applicable vesting requirements.
(17)Consists of (i) 15,081 shares held directly; (ii) 200,000 shares held in joint tenancy with spousespouse; and (ii) 969(iii) 1,845 shares held by the Company's ESOP.
(18)Consists of (i) 172,50062,419 shares held directlydirectly; (ii) 50,000 shares held by spouse; and (ii) 62,09652,546 shares of restricted stock that vest in equal annual installments over a period of five years from November 30, 2021, the date of grant.are subject to applicable vesting requirements.
(19)Consists of (i) 50,00010,045 shares held directly; (ii) 62,096 shares of restricted stock that vest in equal annual installments over a period of five years from November 30, 2021, the date of grant; and (iii) 50,000 shares held by spouse.
(20)Consists of (i) 83,240 shares held through IRAs, (ii)IRAs; (iii) 1,280 shares held by spouse's IRA, and (iii) 969(iv) 1,845 shares held by the Company's ESOP.
(21)(20)Consists of (i) 18,03510,046 shares held directly; (ii) 18,409 shares held in Mr. Fitzgerald's 401(k) Plan account, (ii)account; (iii) 132,231 shares held in joint tenancy with spouse,spouse; and (iii) 969(iv) 1,845 shares held by the Company's ESOP.
(22)Messrs. J. Miller(21)Consists of (i) 6,574 shares held directly; (ii) 20,720 shares held in 401(k) Plan account; and Koegel retired as executive officers(iii) 1,845 shares held by the Company's ESOP.
(22)Consists of (i) 6,575 shares held directly; (ii) 20,720 shares held in 401(k) Plan account; and (iii) 1,845 shares held by the Company on December 31, 2021. These amounts reflect their respective beneficial ownership of the Company’s securities as of such date.Company's ESOP.
(23)Includes (i) 1,296,8911,818,806 shares held directly or indirectly with spouse or as custodian for the benefit of a family member,member; (ii) 683,056 shares of restricted stock that vest in equal annual installments over a period of five years from November 30, 2021, the date of grant, (iii) 188,510142,240 shares held in IRAs, (iv) 313,950(iii) 320,457 shares held in 401(k) Plan accounts, and (v) 13,566(iv) 25,830 shares held by the Company's ESOP. Dividends paid on shares held by participants in 401(k) Plan and ESOP accounts are automatically reinvested to acquire additional shares of Company stock. Shares forfeited by ESOP participants are reallocated to remaining participants based on eligible compensation, in the same manner that shares are allocated for such year.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors, executive officers and beneficial owners of more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our securities. Based solely upon a review of these filings, all Section 16(a) filing requirements applicable to such persons were complied with during 20212022 on a timely basis.basis, with the following exception: a Form 4 for executive officer Martha A. Dean in connection with an equity award granted on March 1, 2022, was untimely filed on March 9, 2022, due to a delay in receiving EDGAR filing codes.
PROPOSAL 1
ELECTION OF DIRECTORS
OurCurrently, our Board of Directors is divided into three classes of directors serving staggered three-year 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. We have fourFour directors who are standing for election at the Annual Meeting. If re-elected, each director nominee would hold office until our annual meeting of shareholders in 2025 and thereafter until his or her respective successor has been elected.
Based on the recommendation of ourits Nominating and Governance Committee, of our Board of Directors, our Board of Directors has nominated Richard E. Holbrook, Deborah C. Jackson, Peter K. MarkellLuis A. Borgen, Diane S. Hessan, Robert F. Rivers, and Greg A. ShellPaul D. Spiess for election as directors for the three-year term expiring at the 20252026 annual meeting of shareholders. Messrs. Holbrook, MarkellMessrs. Borgen, Rivers, and ShellSpiess and Ms. JacksonHessan are each currently a member of our Board of Directors. If any nominee becomes unable to serve as a director, the proxy holders may vote the proxy for the election of a substitute nominee to be designated by our Board of Directors. We do not expect that any nominee will be unable to serve. Directors serve until the expiration of their terms and until their successors have been elected and qualified or until their earlier retirement or their resignation, death or removal in accordance with our Bylaws.
In accordance with an amendment approved by our shareholders in 2022, our Articles of Organization have been modified such that for our annual meetings of shareholders in 2025 and 2026, the classes of directors whose terms expire at those meetings will be nominated for re-election for two- and one-year terms, respectively, and our Board of Directors will be fully declassified, with all directors standing for annual election, beginning with the Company's 2027 annual meeting of shareholders.
Recommendation
As described below, eachEach of our nominees has considerable professional and business expertise. Our Board of Directors recommends a vote “FOR” each nominee based on its carefully considered judgment that the experience, qualifications, attributes and skills of each nominee qualify him or her to serve on our Board of Directors and its belief that the election of Messrs. Holbrook, MarkellBorgen, Rivers, and ShellSpiess and Ms. JacksonHessan as directors is in the best interests of ourthe Company.
Information regarding the names, ages, principal occupationsexperience and employment during the past five yearsqualifications of each of our directors, including our director nominees, is provided below. We have also included information about each director’s specific experience, qualifications, attributes or skills that led the Board of Directors to conclude that he or she should serve as a director. Unless we have specifically noted below, no corporation or organization referred to below is a subsidiary or affiliate of the Company. There are no family relationships among any of our directors and executive officers. Information on the stock ownership of our directors is provided in this Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management”. Information regarding the compensation of our directors is provided in this Proxy Statement under the heading “Director Compensation.”
Nominees for Class IIIII Directors for the Three-Year Term That Will Expire in 20252026
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| Luis A. Borgen | Experience |
| Age 53 | Luis Borgen has been a director of Eastern Bank and a trustee of its predecessor holding company, Eastern Bank Corporation, since 2016. From September 2019 through April 2022, he was Chief Financial Officer for athenahealth, Inc., a leading SaaS provider of healthcare software that automates and manages revenue cycle management and electronic health records for physician practices and health systems. Prior to that, he was Chief Financial Officer for Vistaprint, an e-commerce company that produces marketing products for small and micro businesses. Previously, he served as Chief Financial Officer for two publicly traded companies: DAVIDsTEA (from 2012-2017) and DaVita Inc. (from 2010-2012). Beginning in 1997, Mr. Borgen served in increasing roles of responsibility at Staples, Inc., leading to his appointment as Senior Vice President, Finance for the U.S. Retail business. He has served on the Boards of Directors of Carters, Inc., since November 2021 and Synopsys, Inc., since May 2022. Mr. Borgen served in the U.S. Air Force from 1992 to 1997 and attained the rank of Captain. He holds a B.S. in Management from the United States Air Force Academy, an M.S. in Finance from Boston College and an MBA with Honors from the University of Chicago Booth School of Business. Mr. Borgen is also a CFA charterholder. |
| Qualifications |
| We believe Mr. Borgen’s experience with financial accounting matters and oversight of the financial reporting process of public companies qualifies him to serve on our Board of Directors.
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| Diane S. Hessan | Experience |
| Age 68 | Diane S. Hessan has served as a director of Eastern Bank and a trustee of its predecessor holding company, Eastern Bank Corporation, since 2016. She currently serves as Chief Executive Officer of Salient Ventures, an investment and advisory company with a portfolio of angel investments focused on technology companies, a position she has held since November 2016. Previously, she was Chief Executive Officer of Startup Institute, which is dedicated to helping people transform their careers to succeed in the innovation economy. She is also Chairman of C Space, where she was Founder and Chief Executive Officer for 14 years. C Space (formerly Communispace) is a market research company, which builds online communities to help marketers generate consumer insights. Ms. Hessan has served on the boards of Brightcove since March 2017 and DP Cap Acquisition Corp I since November 2021. Ms. Hessan also serves on the boards of Tufts University, MassChallenge, Panera Brands, The Schlesinger Group and Beth Israel Deaconess Medical Center. Ms. Hessan received her MBA from Harvard Business School and her B.A. in Economics and English from Tufts University. She has also received Honorary Doctorate degrees from Bentley University and the New England College of Business. |
| Qualifications |
| We believe Ms. Hessan’s executive experience, entrepreneurial passion and customer-centric, data driven perspective qualify her to serve on our Board of Directors.
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| Robert F. Rivers | Experience |
| Age 58 | Robert F. Rivers is the Chief Executive Officer and Chair of the Board of Directors of Eastern Bankshares, Inc. and has served as the Chief Executive Officer and Chair of the Board of Directors of Eastern Bank since January 1, 2017. Mr. Rivers joined Eastern Bank in 2006 as its Vice Chair and Chief Banking Officer, becoming President in 2007, Chief Operating Officer in 2012 and an Eastern Bank director in 2015. He has also served as a trustee of Eastern Bank's predecessor holding company, Eastern Bank Corporation, since 2007. Prior to joining Eastern, from 1991 to 2005, Mr. Rivers held a number of staff and line leadership positions at M&T Bank in Buffalo, NY. Immediately prior to joining Eastern, he was an Executive Vice President for Retail Banking at the former Commercial Federal Bank in Omaha, Nebraska, following 14 years at M&T Bank. Mr. Rivers serves as Foundation Board Chair of the Dimock Center, is a member of the executive committee of the Greater Boston Chamber of Commerce, and is a trustee of Stonehill College. He also serves on the Board of the Lowell Plan, the Advisory Boards of the Lawrence Partnership and the JFK Library Foundation, and the Boston Women’s Workforce Council. A leader in Boston’s business community, Mr. Rivers has been recognized as a champion for social justice issues, having led the “Yes on 3” campaign to protect the rights of members of the LGBTQ+ community. He received his undergraduate degree from Stonehill College and holds an MBA from the University of Rochester.
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| Qualifications |
| We believe that Mr. Rivers is qualified to serve as a director based upon his experience as our Chief Executive Officer beginning in January 2017, his prior service as one of our senior executive officers, his prior senior management positions at 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.
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| Paul D. Spiess | Experience |
| Age 73 | Paul D. Spiess has served as a director of Eastern Bank and a trustee of its predecessor holding company, Eastern Bank Corporation, since 2014. He has spent fifty years in the banking and financial services industry, serving as former Chairman of the Board of Centrix Bank and Trust, which merged with Eastern in 2014. He also served as Executive Vice President and Chief Operating Officer of CFX Bank in Keene, New Hampshire from 1993 to 1997. From 2004 to 2010, Mr. Spiess served in the office of the Governor of New Hampshire as an insurance and banking advisor. From 2000 to 2004, he served as a state legislator in Concord, New Hampshire, during which time he served on the House Commerce Committee. From 1983 to 1993, Mr. Spiess was Founder and President of Colonial Mortgage, Inc., of Amherst, New Hampshire. From 2004 through 2010, Mr. Spiess served as a health care advisor to New Hampshire Governor John Lynch and as Chairman of the Citizen’s Health Initiative. He graduated with a B.A. from Colby College in 1971 and earned an MBA degree from Boston University in 1977. |
| Qualifications |
| We believe Mr. Spiess’s extensive knowledge of banking operations and credit risk, his experience in the banking and mortgage industries, and his board leadership experience qualify him to serve on our Board of Directors. |
Our directors listed below are not up for election this year, and each will continue in office for the remainder of his or her specified term of office or until his or her earlier resignation, death, or removal in accordance with our Bylaws.
Class II Directors Continuing in Office (Term Will Expire in 2025)
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| Richard E. Holbrook | Experience |
Age 7071 | Richard E. Holbrook currently serves as director and Chair Emeritus of Eastern Bank. Mr. Holbrook retired as Chair and Chief Executive Officer of Eastern Bank in 2016, having served in those roles since 2007. He also served as a trustee of its predecessor holding company, Eastern Bank Corporation, since 2001. Mr. Holbrook joined Eastern Bank in 1996 as Chief Financial Officer
and Executive Vice President and was named President and Chief Operating Officer of Eastern Bank and Eastern Bank Corporation in 2001. He has more than 30 years of banking experience as a commercial lender, trust officer and planning and financial manager. During his leadership at Eastern, Mr. Holbrook served as the Federal Advisor Council representative for the First Federal Reserve District, meeting quarterly to discuss business and financial conditions with the Federal Reserve Board of Governors in Washington, D.C. Mr. Holbrook also served on the Board of Directors of the Federal Reserve Bank of Boston, and on the executive committee of the Boston Chamber of Commerce. He is also the former chair of the Massachusetts Bankers Association. He received his undergraduate degree from Yale University and his MBA from Harvard Business School.
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| 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.
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| Deborah C. Jackson | Experience |
Age 7071 | Deborah C. Jackson, the Lead Director of Eastern Bank, has served as a director of Eastern Bank since 2000 and as a trustee of its predecessor holding company, Eastern Bank Corporation, since 2001. She serves as the President of Cambridge College in Cambridge Massachusetts, a position she has held since 2011. Prior to that, Ms. Jackson served for nearly a decade as chief executive officerChief Executive Officer of the American Red Cross of Eastern Massachusetts, one of the nation's largest Red Cross units. Prior to that, she served as Vice President of the Boston Foundation, where she managed its $50 million grant and initiatives program. Throughout her career, Ms. Jackson has served and continues to serve on numerous commissions, task forces and boards including the Boston Green Ribbon Commission; the Mayor's Task Force to Eliminate Racial and Ethnic Disparities in Health Care; the "City to City" program focusing on national and global best practices for urban policies; and the American Red Cross National Diversity Advisory Council. Ms. Jackson served for over 15 years on the board of the American Student Assistance Corporation, the nation's first student loan guarantor agency; and she has served on the Boston College Carroll School of Management's Advisory Board and the boards of Milton Academy and Harvard Pilgrim Health Care. She also served as Chairman of the Board of Directors of the Association of Independent Colleges and Universities in Massachusetts and was a board member of the New England Chapter of The National Association of Corporate Directors. In addition, Ms. Jackson served as the Chair of the Audit Committee and on the Board of Directors of the Boston Stock Exchange. She currently serves on the BoardBoards of Directors of John Hancock Investments and on the board of the Amwell Corporation. Ms.JacksonCorporation, 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 she pursued graduate studies in urban studies and planning from the Massachusetts Institute of Technology. Ms. Jackson is also the recipient of Honorary Doctorate degrees from Curry College and Merrimack Valley College. Ms. Jackson was a fellow of the British American Project of Johns Hopkins University, and previously served as a fellow of the Harvard University Advanced Leadership Institute and the Harvard University Institute for College Presidents.
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| Qualifications |
| We believe Ms. Jackson's extensive executive, civic, community and board leadership experience qualifies her to serve on our Board of Directors.
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| Peter K. Markell | Experience |
Age 6667 | Peter K. Markell has served as a director of Eastern Bank and a trustee of its predecessor holding company, Eastern Bank Corporation, since 2006. He has been Executive Vice President and Chief Financial Officer of Lifespan Health Systems 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 servedserves on the Boston College Board of Boston CollegeTrustees, where he has served as both chairmanChairman 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. |
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Greg A. Shell | Experience |
Age 46 | Greg A. Shell has served as a director of Eastern Bank and a trustee of its predecessor holding company, Eastern Bank Corporation, since 2018. Prior to joining the Board, he served on the Bank’s Investment Advisory committee. Since 2016, Mr. Shell has served as Managing Director of Bain Capital, coleading the Double Impact Fund, Bain Capital’s private equity fund focused on social impact. Prior to joining Bain Capital, Mr. Shell was a Portfolio Manager at Grantham, Mayo, Van Otterloo (“GMO”), a global investment management firm. Prior to that, he was a Senior Equity Analyst in the Global Equity Research group at Columbia Management Group, a global investment management firm. Mr. Shell has served on the New England Advisory Committee of the Federal Reserve Bank of Boston, and as a Director at Harvard Pilgrim Health Care, Fiduciary Trust, Massachusetts General Hospital and the Boston Foundation. He also serves on the Board of Trustees of the Eastern Bank Foundation. Mr. Shell earned his MBA from Harvard Business School and received a B.S. from the Massachusetts Institute is Technology. |
| Qualifications |
| We believe Mr. Shell’s financial and investment experience, as well as his civic leadership qualifies him to serve on our Board of Directors. |
Our directors listed below are not up for election this year and each will continue in office for the remainder of his or her specified term of office or until his or her earlier resignation, death or removal in accordance with our Bylaws.
Class III Directors Continuing in Office (Term Will Expire in 2023)
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Luis A. Borgen | Experience |
Age 52 | Luis Borgen has been a director of Eastern Bank and a trustee of its predecessor holding company, Eastern Bank Corporation, since 2016. Since 2019, he has been the Chief Financial Officer for athenahealth, Inc., a leading SaaS provider of healthcare software that automates and manages revenue cycle management and electronic health records for physician practices and health systems. Prior to that, he was Chief Financial Officer for Vistaprint, an e-commerce company that produces marketing products for small and micro businesses. Prior to that, he served as Chief Financial Officer for two publicly traded companies: DAVIDsTEA (from 2012-2017) and DaVita Inc. (from 2010-2012). Beginning in 1997, Mr. Borgen served in increasing roles of responsibility at Staples, Inc. leading to his appointment as Senior Vice President, Finance for the U.S. Retail business. He currently serves on the board of directors of Carters, Inc. Mr. Borgen served in the U.S. Air Force from 1992 to 1997 and attained the rank of Captain. He holds a B.S. in Management from the United States Air Force Academy, an M.S. in Finance from Boston College and an MBA with Honors from the University of Chicago Booth School of Business. Mr. Borgen is also a CFA charterholder.
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| Qualifications |
| We believe Mr. Borgen’s experience with financial accounting matters and oversight of the financial reporting process of public companies qualifies him to serve on our Board of Directors.
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Diane S. Hessan | Experience |
Age 67 | Diane S. Hessan has served as a director of Eastern Bank and a trustee of its predecessor holding company, Eastern Bank Corporation, since 2016. She currently serves as chief executive officer of Salient Ventures, an investment and advisory company with a portfolio of angel investments focused on technology companies, a position she has held since November 2016. Previously, she was chief executive officer of Startup Institute, which is dedicated to helping people transform their careers to succeed in the innovation economy. She is also Chairman of C Space, where she was Founder and chief executive officer for 14 years. C Space (formerly Communispace) is a market research company, which builds online communities to help marketers generate consumer insights. Ms. Hessan also serves on the boards of Tufts University, MassChallenge, Panera, Brightcove, DP Cap Acquisition Corp I, The Schlesinger Group and Beth Israel Deaconess Medical Center. Ms. Hessan received her MBA from Harvard Business School and her B.A. in Economics and English from Tufts University. She has also received Honorary Doctorate degrees from Bentley University and the New England College of Business.
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| 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.
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Robert F. Rivers | Experience |
Age 57 | Robert F. Rivers is the Chief Executive Officer and Chair of the Board of Directors of Eastern Bankshares, Inc. and has served as the Chief Executive Officer and Chair of the Board of Directors of Eastern Bank since January 1, 2017. Mr. Rivers joined Eastern Bank in 2006 as its Vice Chair and Chief Banking Officer, becoming President in 2007, Chief Operating Officer in 2012 and an Eastern Bank director in 2015. He has also served as a trustee of Eastern Bank's predecessor holding company, Eastern Bank Corporation, since 2007. Prior to joining Eastern, from 1991 to 2005, Mr. Rivers held a number of staff and line leadership positions at M&T Bank in Buffalo, NY. Immediately prior to joining Eastern, he was an Executive Vice President for Retail Banking at the former Commercial Federal Bank in Omaha, Nebraska, following 14 years at M&T Bank. Mr. Rivers serves as Foundation Board Chair of the Dimock Center, as Chair of the Massachusetts Business Roundtable, is a member of the executive committee of the Greater Boston Chamber of Commerce, and is a trustee of Stonehill College. He also serves on the Board of the Lowell Plan and on the Advisory Boards of the Lawrence Partnership and the JFK Library Foundation, and the Boston Women’s Workforce Council. A leader in Boston’s business community, Mr. Rivers has been recognized as a champion for social justice issues, having led the “Yes on 3” campaign to protect the rights of members of the LGBTQ+ community. He received his undergraduate degree from Stonehill College and holds an MBA from the University of Rochester.
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| Qualifications |
| We believe that Mr. Rivers is qualified to serve as a director based upon his experience as our Chief Executive Officer beginning in January 2017, his prior service as one of our senior executive officers, his prior senior management positions at 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.
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Paul D. Spiess | Experience |
Age 72 | Paul D. Spiess has served as a director of Eastern Bank and a trustee of its predecessor holding company, Eastern Bank Corporation, since 2014. He has spent fifty years in the banking and financial services industry, serving as former Chairman of the Board of Centrix Bank and Trust, which merged with Eastern in 2014. He also served as Executive Vice President and Chief Operating Officer of CFX Bank in Keene, New Hampshire from 1993 to 1997. From 2004 to 2010, Mr. Spiess served in the office of the Governor of New Hampshire as an insurance and banking advisor. From 2000 to 2004, he served as a state legislator in Concord, New Hampshire, during which time he served on the House Commerce Committee. From 1983 to 1993, Mr. Spiess was Founder and President of Colonial Mortgage, Inc., of Amherst, New Hampshire. From 2004 through 2010, Mr. Spiess served as a health care advisor to New Hampshire Governor John Lynch and as Chairman of the Citizen’s Health Initiative. He graduated with a B.A. from Colby College in 1971 and earned an MBA degree from Boston University in 1977. |
| Qualifications |
| We believe Mr. Spiess’s extensive knowledge of banking operations and credit risk, his experience in the banking and mortgage industries, and his board leadership experience qualify him to serve on our Board of Directors. |
Class I Directors Continuing in Office (Term Will Expire in 2024)
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| Richard C. Bane | Experience |
Age 6667 | Richard C. Bane has served as a director of Eastern Bank since 2001 and as a trustee of its predecessor holding company, Eastern Bank Corporation, since 1996. He is the Executive Chairman of Bane Care Management LLC, which operates skilled nursing facilities and assisted living facilities in Massachusetts, where he has beenwas employed since 1984. 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. Heactivities, and he is also a board member of Steward Carney Hospital in Dorchester, MA. 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. |
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| Joseph T. Chung | Experience |
Age 5758 | Joseph T. Chung has served as a director of Eastern Bank and trustee of its predecessor holding company, Eastern Bank Corporation, since 2014. He is co-founder and chief executive officerChief Executive Officer of Kinto, a care coaching platform for family caregivers looking after loved ones with Alzheimer’s Disease and related dementias, where he has served since 2019. He is also co-founder and Managing Director of Redstar Ventures, an innovative venture foundry developing a series of new companies through a topdown, market driven process, positions he has held since 2010. Prior to Kinto and Redstar, Mr. Chung was chairmanChairman and chief executive officerChief 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 also serves on the Board of Trustees of the Eastern Bank Foundation. 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. |
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| Paul M. Connolly | Experience |
Age 7273 | Paul M. Connolly has served as a director of Eastern Bank and a trustee of its predecessor holding
company, Eastern Bank Corporation, since 2011. Mr. Connolly retired in 2010 as the First Vice President and Chief Operating Officer at the Federal Reserve Bank of Boston, a position he had held since 1994. As Chief Operating Officer of the Federal Reserve Bank of Boston, Mr. Connolly had responsibility for the Bank’s financial services, information technology, finance, and support and administrative activities. Mr. Connolly joined The Federal Reserve Bank in 1975. Throughout his 36-year career, he served in a variety of positions in information technology, payments, planning and economic research, served on the Federal Reserve Financial Services Policy Committee and had national leadership responsibility for payment services and financial management. He currently serves on the boardBoard of directorsDirectors for the John Hancock Life Insurance Companies. He received an MBA from Harvard Business School and an A.B. from Boston College. |
| Qualifications |
| We believe Mr. Connolly’s extensive banking and regulatory experiences qualify him to serve on our Board of Directors. |
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| Bari A. Harlam | Experience |
Age 6061 | Bari A. Harlam has served as a director of Eastern Bank and a trustee of its predecessor holding company, Eastern Bank Corporation, since 2014. Ms. Harlam is the co-founder of Trouble, LLC, a position she has held since April 2020, and currently serveshas served as a member of the BoardBoards of Directors of Aterian, Inc., Champion Petfoods, LP,since February 2020; OneWater Marine, Inc., since May 2020; and Rite Aid Corporation.Corporation since August 2020. She also serves on the Board of Directors of Champion Petfoods, LP. From April 2018 to March 2020, Ms. Harlam served as the Chief Marketing Officer for Hudson's Bay Company. Prior to that, she served as the Executive Vice President of Membership, Marketing, and Analytics for BJ's Wholesale Club, beginning in 2012. Before that, she was Chief Marketing Officer at Swipely, a technology startup, and served as Senior Vice President of Marketing for CVS Health Corporation. Ms. Harlam serves on the Board of Trustees of the Eastern Bank Foundation. Ms. Harlam has also served on the faculties of The Wharton School at the University of Pennsylvania, Columbia University's Graduate School of Business, and the University of Rhode Island. She received her B.S., M.S., and Ph.D. from the University of Pennsylvania, The Wharton School of Business. Her work has been published in a variety of journals including Marketing Science, Journal of Marketing Research, and the Journal of Business Research. |
| Qualifications |
| We believe Ms. Harlam's extensive marketing and analytics expertise qualifies her to serve on our Board of Directors. |
CORPORATE GOVERNANCE
Our Board of Directors believes that good corporate governance is important to ensure that ourthe Company is managed for the long-term benefit of its shareholders. Current copies of our Corporate Governance Guidelines, Code of Conduct, and charters for our Audit, Compensation and Human Capital Management, Nominating and Governance, and Risk Management Committees are available on our website, investor.easternbank.com, in the Governance section under the caption “Governance Documents.” We may also use our website in the future to make certain disclosures required by the rules of the Nasdaq Global Select Market (“Nasdaq”), on which our common stock is listed.
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Corporate Governance Highlights We have implemented several important measures that are designed to promote long-term stakeholder value:
☑ To facilitate board refreshment, we adopted a director retirement policy in our Corporate Governance Guidelines pursuant to which any director who reaches the age of 75 while serving as a director will retire from the Board effective as of the end of the year in which he or she turns 75. ☑ We seek an annual advisory vote annually on the compensation of our Named Executive Officers, who are the five executive officers shown in the compensation tables in this Proxy Statement. We believe this practice underscores the careful consideration we give to our shareholders’ views on our compensation practices. ☑ We have established a compensation clawback policy that will enable the Company to recoup cash and incentive compensation from executive officers in the event of certain financial restatements. ☑ We have adopted equity ownership guidelines for directors and executive officers, which set minimum ownership requirements based on a multiple of the cash portion of the annual base retainer or base salary, as applicable, then in effect. ☑ Our Insider Trading Policy prohibits our executives and directors from pledging and hedging our common stock, in order to further the alignment between shareholders and our executives and directors.
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Director Independence
Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, family and other relationships, including those relationships described under the section of this Proxy Statement entitled “Certain Relationships and Related Party Transactions,” our Board of Directors has determined that each of the following directors qualifies as an “independent director,” as defined in the listing requirements of Nasdaq: Mses. Jackson, Harlam and Hessan and Messrs. Bane, Borgen, Chung, Connolly, Markell, Shell and Spiess. Neither Mr. Rivers nor Mr. Holbrook qualify as an “independent director” under the Nasdaq rules. Mr. Rivers is not considered independent because he currently serves as our chief executive officer.Chief Executive Officer ("CEO"). Mr. Holbrook served as chief executive officerCEO from January 1, 2007 through December 31, 2016.2016, and he has continued to receive compensation in connection with his retirement through 2022. In makingmaking these determinations on the independence of our directors, our Board of Directors considered the relationships that each such non-employee director has with ourthe Company and all other facts and circumstances our Board of Directors deemed relevant in determining independence. Our Board of Directors also determined that each member of the Audit, Compensation and Human Capital Management, and Nominating and Governance Committees satisfies the independence standards for such committees established by the SEC and the Nasdaq listing rules, as applicable.
The Company has also adopted a Director Independence Policy that incorporates the requirements for independence set forth in the SEC and Nasdaq independence rules, as well as an Audit Committee Independence Policy that establishes separate and higher standards of independence for members of the Audit Committee, consistent the SEC and Nasdaq rules, as well as guidelines of the Federal Deposit Insurance Corporation (“FDIC”). Our Board of Directors has determined that each of Mses. Jackson, Harlam and Hessan and Messrs. Bane, Borgen, Chung, Connolly, Markell, Shell and Spiess is an “independent director” under the Director Independence Policy and that each of Messrs. Bane, Borgen, Connolly, Markell, Shell and Spiess meets the enhanced independence standards for Audit Committee members set forth in the Company's Audit Committee Independence Policy.
Board Composition and Leadership Structure of the Board of Directors
Our Board of Directors oversees and advises our chief executive officerCEO and management team, exercising their business judgment in good faith to ensure the long-term interests of our shareholders are being served. As of March 29, 2022,20, 2023, our Board of Directors was composed of 1211 directors.
The Board does not have a fixed policy regarding the separation of the offices of the chair of the Board of Directors and the chief executive officer and believes that it should maintain the flexibility to select the chair of the Board of Directors and its board leadership structure, from time to time, based on the criteria that it deems to be in the best interests of the Company and its shareholders. At this time, the offices of the chair of the Board of Directors and the chief executive officer are combined, with Mr. Rivers serving as chairChair and chief executive officer.CEO. He has served in this role since January 2017. With over 30 years of experience in the financial services industry, including over 1516 years with us, Mr. Rivers has the knowledge, expertise, and experience to understand the opportunities and challenges facing our Company, as well as the leadership and management skills to promote and execute our values and strategy.
In accordance with what we believe are governance best practices, the Board of Directors has established the position of Lead Director. As further set forth in the Corporate Governance Guidelines, the Lead Director is independent and is recommended by our Nominating and Governance Committee and elected by the Board of Directors. Since January 2018, Ms. Jackson has served in that role, performing many of the functions that an independent chair would perform for the Company. Those functions include serving as a key source of communication between the independent directors and the chief executive officer,CEO, consulting with the chair of the Board of Directors in establishing the agenda for each meeting of the Board, presiding in executive sessions of meetings of the Board of Directors, and coordinating the agenda for and leading meetings of the independent directors, as needed.
The Company believes that having the same person serve as chief executive officerCEO and chairChair focuses leadership, responsibility, and accountability in a single person and that having a Lead Director provides for effective checks and balances and the ability of the independent directors to work effectively in the board setting. The Board of Directors reviews its leadership structure periodically in light of the composition of the Board of Directors and the needs of the Company and its shareholders.
Committees of our Board of Directors
Our Board of Directors has established four standing committees: an Audit Committee, a Compensation and Human Capital Management Committee, a Nominating and Governance Committee, and a Risk Management Committee, each with the composition and responsibilities described below. Each committee operates under a charter that has been approved by our Board of Directors. Current copies of the committee charters are posted on our website, investor.easternbank.com, in the Governance section under the caption “Governance Documents.”
The table below reflects the composition of the Board’s four standing committees as of March 29, 2022:20, 2023:
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| Audit Committee | Compensation and Human Capital Management Committee | Nominating and Governance Committee | Risk Management Committee |
| Richard C. Bane | µ | £ | £ | £ |
| Luis A. Borgen | £ | £ | | |
| Joseph T. Chung | | £ | £ | |
| Paul M. Connolly | £ | | µ | £ |
| Bari A. Harlam | | | | £ |
| Diane S. Hessan | | | £ | £ |
| Richard E. Holbrook | | | | £ |
| Deborah C. Jackson (1) | | £ | £ | |
| Peter K. Markell | £ | µ | £ | £ |
| Robert F. Rivers (2) | | | | £ |
Greg A. Shell | £ | | | £ |
| Paul D. Spiess | £ | £ | | µ |
µ Committee Chair £ Committee Member |
(1) Lead Director
(2) Chair of the Board of the Directors
Attendance at Meetings
In 2021,2022, our Board of Directors met 14nine times, the Audit Committee met eight times, the Compensation and Human Capital Management Committee met 11six times, the Nominating and Governance Committee met fournine times, and the Risk Management Committee met four times. Each director attendedattended over 75% of all meetings of our Board of Directors and committees on which he or she served that were held during 2021.2022. Our directors are encouraged to attend the Annual Meeting, to the extent practicable.practicable. All 12 of ourour directors attended the 20212022 annual meeting of shareholders held on May 17, 2021.16, 2022.
Board Self-Evaluation and Individual Director Evaluation
Our Board of Directors conducts an annual self-evaluation of the Board’s performance as a whole to determine whether it and its committees are functioning effectively. The Nominating and Governance Committee receives comments from all directors and reports the results of the board and committee evaluations to the Board of Directors and its committees. The results are discussed with the full Board of Directors and among the respective committees, as applicable. Our Board of Directors believes such evaluations are valuable tools in assessing the Board’s effectiveness in performing its oversight of management and fulfilling its responsibilities.
Audit Committee
The current members of our Audit Committee are Mr. Bane (chair), and Messrs. Borgen, Connolly, Markell, Shell and Spiess, and their committee report is included in this Proxy Statement under the heading “Audit Committee Report.” Each of the Audit Committee members is independent under the listing standards of Nasdaq, including under Rule 10A-3 of the Exchange Act, and our Audit Committee Independence Policy. Each of our independent directors Messrs. Markell and Borgen has been designated by our Board of Directors as an “audit committee financial expert” (as defined in applicable SEC regulations). None of the Audit Committee members is an employee of ours or any of our subsidiaries, nor simultaneously serves on the audit committees of more than two public companies, including ours.
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Our Audit Committee is responsible for assisting the Board in overseeing and monitoring:
•the integrity of the Company’s financial statements and other financial information provided by the Company to its shareholders; •the integrity of the accounting and financial reporting processes of the Company, and the audit of the Company’s financial statements; •the Company’s compliance with legal, regulatory and public disclosure requirements; •the appointment, qualifications, independence, performance and retention of the Company’s independent external auditor; and •the performance of the Company’s internal audit function and its Sarbanes-Oxley internal controls function.
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The Audit Committee meets regularly with management and our independent registered public accounting firm to discuss the annual audit of our financial statements, our disclosures in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual and quarterly reports filed with the SEC, the quarterly reviews of our financial statements and our quarterly and annual earnings disclosures prior to their release. The Audit Committee also reviews the experience and qualifications of the lead partner and other senior members of Ernst & Young LLP, our independent registered public accounting firm (“Ernst & Young” or “EY”), including compliance with applicable rotation requirements, and considers whether there should be rotation of the firm itself.
The Audit Committee has authority under its charter to obtain advice and assistance from outside legal counsel, accounting or other outside advisors as deemed appropriate to perform its duties and responsibilities.
Compensation and Human Capital Management Committee
The current members of the Compensation and Human Capital Management Committee ("C&HCM Committee") are Mr. Markell (chair), Ms. Jackson and Messrs. Bane, Borgen, Chung and Spiess. EachEach member of the CompensationC&HCM Committee is independent under the listing standards of Nasdaq, including the heightened standards that apply to compensation committee members.
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The Compensation and Human Capital Management Committee is responsible for:
•reviewing and approving compensation of executive officers (other than the chief executive officer) and recommending the chief executive officer’s compensation for approval by the independent members of the Board of Directors; •reviewing and proposing goals and objectives relevant to the chief executive officer’s compensation and evaluating the chief executive officer’s performance in light of such goals and objectives; •overseeing the Company’s various compensation and benefits plans; •overseeing senior management succession planning; •making recommendations to the Board regarding the adoption of new incentive compensation plans; •administering our existing incentive compensation plans, including our equity incentive compensation plan;
•overseeing risk review processes for incentive compensation plans; •making recommendations to the Board regarding compensation of our directors; •overseeing the implementation of the Company's diversity, equity and inclusion (“DE&I”) programs and policies related to human capital management; •oversight of talent management programs, including employee engagement surveys and development initiatives; and •reviewing and approving the general design and terms of any significant non-executive compensation and benefits plans.
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The CompensationC&HCM Committee has authority under its charter to obtain advice and assistance from outside legal counsel compensation consultants orand other outside advisors as deemed appropriate to perform its duties and responsibilities. For 2021,2022, the CompensationC&HCM Committee engaged an independent compensation consultant, Pearl Meyer & Partners, LLC (“Pearl Meyer”) to advise on compensation matters and provide experiential guidance on what is considered fair and competitive practice in our industry, primarily with respect to the compensation of our executive officers, and also with regard to director compensation.
The CompensationC&HCM Committee has the authority to delegate to subcommittees of the CompensationC&HCM Committee, to the chair of the CompensationC&HCM Committee, or one or more of our executive officers, as permitted under applicable law. The CompensationC&HCM Committee may also delegate to a committee of one or more directors, or one or more of our executive officers, subject to certain restrictions, the power to grant equity awards to employees who are not subject to Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to the 2021 Equity Plan (as defined below). References to the CompensationC&HCM Committee in this Proxy Statement also refer to its subcommittees and its delegates, where applicable.
Compensation and Human Capital Management Committee Interlocks and Insider Participation
During 2021,2022, none of our officers, former officers or employees served on our CompensationC&HCM Committee. None of our executive officers serves or has served as a member of the board of directors, compensation committee,C&HCM Committee, or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our CompensationC&HCM Committee.
Nominating and Governance Committee
The current members of the Nominating and Governance Committee are Mr. Connolly (chair), Mses. Jackson and Hessan and Messrs. Bane, Chung and Markell. Each member of the Nominating and Governance Committee is independent under the listing standards of Nasdaq.
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The Nominating and Governance Committee is responsible for:
•identifying, evaluating and recruiting qualified persons to serve on our Board of Directors; •selecting, or recommending to the Board for selection, nominees for election as directors; •reviewing and recommending the composition of the Board’s standing committees; •onboarding new directors and overseeing director education; •overseeing governancepolicies and reporting of various DE&I initiatives throughout the Company; •developing and overseeing a programprograms for disclosure of environmental, social and governance (“ESG”) issues, materialincluding environmental and social matters and issues related to the Company's business;DE&I;
•reviewing and assessing the Company’s Corporate Governance Guidelines; •overseeing compliance with our Related Party Transactions Policy; and •annually evaluating the performance, operations, size and composition of our Board of Directors and its committees.
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The Nominating and Governance Committee has authority under its charter to obtain advice and assistance from outside legal counsel and other outside advisors as deemed appropriate to perform its duties and responsibilities.
Nomination of Directors
The Nominating and Governance Committee of our Board of Directors identifies and evaluates director candidates and recommends to our Board of Directors qualified candidates for nomination as directors for election at our annual meeting of shareholders or to fill vacancies on our Board of Directors. The process followed by the Nominating and Governance Committee in fulfilling its responsibilities includes requests to board members and others for recommendations, meetings to evaluate biographical information, experience and other background material relating to potential candidates, and interviews of selected candidates.
In considering candidates, the Nominating and Governance Committee reviews a candidates'candidate's qualifications and independence based on the criteria set forth in the Company's Corporate Governance Guidelines, its Director Independence Policy, Audit Committee Independence Policy, and the Nominating and Governance Committee's charter (or the charter of a particular committee). The Nominating and Governance Committee considers the composition of the Board or committees; succession planning; and current challenges and needs of the Board, its committees, the Company and the Bank, while taking into account the professional and business experience, leadership, skill, expertise, judgment, background, collegiality, diversity, availability, teamwork, and other aspects of the candidates.
Recently adopted Nasdaq listing requirements require each listed company to have, or explain why it does not have, two diverse directors on its board of directors,directors, including at least one diverse director who self-identifies as female and one diverse director who self-identifies as an underrepresented minority or LGBTQ+ (subject to exceptions set forth in the Nasdaq rules). The composition of our current Board of Directors is in compliance with the Nasdaq diversity requirement.
The table below sets forth composition of our Board members within the categories prescribed by the Nasdaq listing requirements. Each category has the meaning as it is used in Nasdaq Rule 5605(f).
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Eastern Bankshares, Inc.
Board of Directors Diversity |
| As of March 20, 2023 | | As of March 20, 2022 |
| Total Number of Directors | 11 | | 12 |
| Part I: Gender Identity |
| Female | Male | Non-Binary | Did Not Disclose Gender | | Female | Male | Non-Binary | Did Not Disclose Gender |
| Directors | 3 | 8 | 0 | 0 | | 3 | 9 | 0 | 0 |
| Part II: Demographic Background |
| African American or Black | 1 | 0 | 0 | 0 | | 1 | 1 | 0 | 0 |
| Alaskan Native or Native American | 0 | 0 | 0 | 0 | | 0 | 0 | 0 | 0 |
| Asian | 0 | 1 | 0 | 0 | | 0 | 1 | 0 | 0 |
| Hispanic or Latinx | 0 | 1 | 0 | 0 | | 0 | 1 | 0 | 0 |
| Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | | 0 | 0 | 0 | 0 |
| White | 2 | 6 | 0 | 0 | | 2 | 6 | 0 | 0 |
| Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | | 0 | 0 | 0 | 0 |
| LGBTQ+ | 0 | 0 | 0 | 0 | | 0 | 0 | 0 | 0 |
| Did Not Disclose Demographic Background | 0 | 0 | 0 | 0 | | 0 | 0 | 0 | 0 |
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Eastern Bankshares, Inc.
2022 Board of Directors Diversity |
| Total Number of Directors | 12 |
| Part I: Gender Identity | Female | Male | Non-Binary | Did Not Disclose Gender |
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| Directors | 3 | 9 | 0 | 0 |
| Part II: Demographic Background |
| African American or Black | 1 | 1 | 0 | 0 |
| Alaskan Native or Native American | 0 | 0 | 0 | 0 |
| Asian | 0 | 1 | 0 | 0 |
| Hispanic or Latinx | 0 | 1 | 0 | 0 |
| Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 |
| White | 2 | 6 | 0 | 0 |
| Two or More Races or Ethnicities | 0 | 0 | 0 | 0 |
| LGBTQ+ | 0 | 0 | 0 | 0 |
| Did Not Disclose Demographic Background | 0 | 0 | 0 | 0 |
While we do not have a formal policy on board diversity, we are proud of the diversity and talent of our Board and our management team, and our Nominating and Governance Committee and Board of Directors have affirmed their commitment to
actively seeking women, diverse and/or LGBTQ+ candidates for the pool from which director candidates are selected. Our current Board of DirectorsDirectors' composition is 25%27% women and 17%9% Black, 8%9% Asian and 8%9% Latino/x. The Nominating and Governance Committee does not assign specific weights to particular criteria, and no particular criterion is necessarily applicable to all prospective nominees. The Nominating and Governance Committee believes that the backgrounds and qualifications of our Company’s directors, considered as a group, should provide a significant breadth of experience,
knowledge and abilities to assist our Board of Directors in fulfilling its responsibilities. Nominees are not discriminated against on the basis of race, religion, national origin, sex, sexual orientation, gender identity or expression, disability or any other basis prohibited by law.
After completing its evaluation of potential nominees, the Nominating and Governance Committee makes a recommendation to our Board of Directors as to the persons who should be nominated for election to our Board of Directors, and our Board of Directors determines the nominees after considering the recommendation and report of the committee.
The Nominating and Governance Committee will consider candidates recommended by individual shareholders in accordance with the procedures and other requirements set forth in the Bylaws. Names and credentials must be provided to the committee on a timely basis for consideration prior to the Annual Meeting. Shareholders who wish to recommend an individual to the Nominating and Governance Committee for consideration as a potential candidate for director should submit the individual’s name, together with appropriate supporting documentation, to the Nominating and Governance Committee at the following address: Nominating and Governance Committee, c/o Corporate Secretary, Eastern Bankshares, Inc., 265 Franklin Street, Boston, Massachusetts 02110. A submission will be considered timely if it is made during the timeframes disclosed in this Proxy Statement under “Shareholder Proposals.” If our Board of Directors determines to nominate and recommend for election a shareholder-recommended candidate, then the candidate’s name will be included in ourthe Company’s proxy card for the next annual meeting of shareholders.
Risk Management Committee
The Risk Management Committee of our Board of Directors assists the board in fulfilling its oversight responsibilities with respect to oversight of Eastern Bank's enterprise risk management (“ERM”) practices and procedures, as well as its ERM framework (“ERM Framework”). TheThe current members of the Risk Management Committee are Mr. Spiess (chair), Mses. Harlam and Hessan and Messrs. Bane, Connolly, Holbrook, Markell, Rivers and Shell.Rivers. The chair of the Risk Management Committee meets the criteria contained in the Federal Reserve Board’s Enhanced Prudential Standards (12 C.F.R. § 252.33(a)(4)(ii)), as is required under this committee's charter.
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The Risk Management Committee is responsible for:
•oversight of the design, implementation and operation of the ERM Framework, approval of ERM policies, and risk monitoring practices by the Bank's enterprise risk management committee;review of reports related to the Bank's risk profile; •review of management's assessments in connection with the Bank's credit risk management and provide related reports to the Audit Committee; •review of capital, liquidity, and interest rate risks within the business and advise the Board with respect to the adequacy of capital allocated; •oversight of regulatory compliance, operational and cyber risk; and •review of adequacy of major insurance policies and coverage and related reports from the Bank's subsidiary, Eastern Insurance Group LLC. |
The Risk Management Committee has authority under its charter to obtain advice and assistance from outside legal counsel and other outside advisors as deemed appropriate to perform its duties and responsibilities.
Board Role in Risk Oversight
Our Board of Directors administers its internal controls and risk management oversight function directly and through its Audit, CompensationC&HCM and Risk Management Committees. In general, management is responsible for the day-to-day management of the risks our Company faces, while the Board of Directors, acting as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.
Our Board of Directors has formed the Risk Management Committee to assist it in fulfilling its oversight responsibilities with respect to management’s identification, evaluation, management and monitoring of our Company’s critical enterprise risks, including major operational, strategic and financial risks inherent in our business.
The Board of Directors and the Audit Committee regularly discuss with management, our independent auditors and our Sarbanes-Oxley controls group the Company's major risk exposures, their potential financial impact on the Company, and
the steps we take to manage these risks. The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls and compliance with legal and regulatory requirements. In addition, the Audit Committee discusses policies with respect to our internal auditors and Sarbanes-Oxley controls group, as well as our independent auditors.
The CompensationC&HCM Committee assesses whether our compensation arrangements encourage inappropriate risk-taking, and whether risks arising from our compensation arrangements are reasonably likely to have a material adverse effect on the Company. See the “Compensation Disclosure and Analysis” belowsection starting at Page 25 for information regarding the CompensationC&HCM Committee’s assessment of risks arising from our compensation practices.
Board Refreshment
Our Board of Directors believes that our Board represents a balance of experience in the industries served by our Company and in the financial and business communities, which provides effective guidance and oversight to management. Our Board of Directors also recognizes the desire to keep our Board of Directors “refreshed” and has adopted a policy limiting director tenure to age 75 for members. Directors retire at the end of the year in which they turn age 75.
Declassified Board of Directors
Historically, our Board of Directors has been divided into three classes of directors serving staggered three-year 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. However, in accordance with an amendment approved by our shareholders in 2022, our Articles of Organization have been modified such that for our annual meetings of shareholders in 2025 and 2026, the classes of directors whose terms expire at those meetings will be nominated for re-election for two- and one-year terms, respectively, and our Board of Directors will be fully declassified, with all directors standing for annual election, beginning with the Company's 2027 annual meeting of shareholders.
Communications with Directors
Shareholders and other interested parties who wish to send written communications on any topic to our Board of Directors, or the presiding director of executive sessions of the non-employee and independent directors, may do so by addressing such communications to our Board of Directors, c/o Corporate Secretary, Eastern Bankshares, Inc., 265 Franklin Street, Boston, Massachusetts 02110. Communications will be distributed to the chair of the Board, the Lead Director or the other members of the Board as appropriate depending on the facts and circumstances outlined in the communication received.
Code of Business Conduct and Ethics
Our company’s Code of Conduct is applicable to all our employees, officers and directors, as well as those representing the Company in an official capacity. A current copy of our Code of Conduct is posted on our website at investor.easternbank.com under “Governance Documents” in the “Corporate Governance” section. We intend to satisfy disclosure requirements of the SEC and Nasdaq regarding amendments to, or waivers of, our Code of Conduct by providing information on our website.
Certain Relationships and Related Party Transactions
We review relationships and transactions between our Company and our directors, nominees for director, executive officers and their immediate family members to determine whether these individuals have a direct or indirect material interest in a transaction, based on the facts and circumstances. Directors and executive officers are canvassed in writing to determine whether such related party transactions exist or are under consideration, and are required under our Code of Conduct to disclose to us potential conflicts of interest with our Company.
SEC rules require us to disclose certain relationships and related party transactions our Company enters into with our directors, nominees for director, executive officers, owners of more than 5% of the outstanding shares of our common stock, or
members of their immediate families. In accordance with the charter of the Nominating and Governance Committee and our written Related Party Transaction Policy (“RPT Policy”), the Nominating and Governance Committee is responsible for reviewing and approving related party transactions. If it is not feasible to approve related party transactions in advance, the Nominating and Governance Committee is permitted to ratify such transactions after the Company has entered into them, subject to the procedures and considerations described below.
The RPT Policy applies to any transaction, arrangement or relationship, or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which:
•the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year;
•the Company or any of its subsidiaries is a participant; and
•any related person has or will have a direct or indirect interest.
Under the RPT Policy, a related person is:
•A non-employee director (or nominee for election as director) or executive officer of the Company;
•any beneficial owner of more than 5% of our common stock; or
•any immediate family member of the foregoing.
Under the RPT Policy, a related entity is:
•Any entity (other than the Company or its subsidiaries), including non-for-profit or for-profit entities, of which a related person is an employee, executive officer, partner or principal, or in which a related person directly or indirectly owns at least a 10% equity interest; or
•Any non-for-profit entity for which a related person serves as a director or trustee.
The RPT Policy also provides that certain types of related party transactions are deemed to be pre-approved or ratified, even if the aggregate amounts involved exceeds $120,000, and do not require review or approval of the Nominating and Governance Committee. Such transactions include:
•Executive and director compensation;
•Certain transactions with companies for which the only relationship of a related person is as an employee, beneficial owner of less than a 10% equity interest, or in the case of partnerships, a partner if the aggregate amount involved does not exceed the greater of $1,000,000 or 2% of that company's total annual revenues;
•Ordinary course transactions, including financial services, personal loans, and business relationships, provided that they are made in the ordinary course of business on terms substantially the same as those prevailing at the time for comparable services provided to non-affiliates;
•Certain charitable contributions made by Eastern Bank or the Foundation to organizations where a related person is a director if the aggregate amount does not exceed the lesser of $500,000 or 2% of the donee's total annual expenses, as well as charitable contributions made to organizations under common control with the Company that have been preapproved by the Board of Director or the board of trustees of the Foundation; and
•Transactions where a related person's interest arises solely from ownership of the Company's common stock and all holders of the stock receive the same benefit on a proportional basis.
The Nominating and Governance Committee is provided with the material facts of all transactions that require the Nominating and Governance Committee’s approval under the RPT Policy. In determining whether to approve or ratify a particular transaction, the Nominating and Governance Committee will take into account, among other factors it deems appropriate, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.
Under the RPT Policy, a director is not permitted to participate in any discussion or approval of a transaction for which he or she (or an immediate family member) is the related person, and such director must provide the Nominating and Governance Committee with all material information concerning the transaction. If an approved transaction is ongoing, the Nominating and Governance Committee may establish guidelines for management to follow in its dealings with such person and will annually review and assess compliance with such guidelines, and whether the transaction remains appropriate for the Company.
Transactions with Certain Related Persons
Our Company has not entered into any such disclosable relationships or transactions under the RPT Policy since the beginning of our 20212022 fiscal year and no such disclosable relationships or transactions are currently proposed.
The Sarbanes-Oxley Act of 2002 generally prohibits publicly traded companies from making loans to their executive officers and directors, but it contains a specific exemption from the prohibition for loans made by federally insured financial institutions, such as Eastern Bank, to their executive officers and directors in compliance with federal banking regulations. At March 29,During 2022, we had $22.2 million in deposits fromcertain directors and $81.9 millionexecutive officers of loans tothe Company and Eastern Bank, as well as related persons and related entities as defined in the RPT Policy. Theseassociated with those directors and executive officers, were customers of Eastern Bank and had loans outstanding. Such loans were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Eastern Bank, and, in the opinion of management, did not involve more than the normal risk of collectability or present other unfavorable features. Certain of these deposit accounts and loans were acquired in connection with our acquisition of Century. All of these loans were performing according to their original terms at March 29, 2022 and were made in compliance with federal banking regulations.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The following table provides certain information regarding our executive officers who are not directors. Ages are as of the date of this Proxy Statement. Our executive officers serve at the discretion of our Board of Directors.
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| Name | Age | Position |
| Quincy L. Miller | 4748 | President, Eastern Bankshares, Inc.; Vice Chair and President of Eastern Bank |
| James B. Fitzgerald | 6465 | Chief Administrative Office,Officer, Chief Financial Officer &and Treasurer, Eastern Bankshares, Inc.; Vice Chair, Chief Administrative Officer and Chief Financial Officer of Eastern Bank
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| Steven L. Antonakes | 5354 | Executive Vice President, Enterprise Risk Management of Eastern Bank
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| Gregory P. Buscone | 5758 | Executive Vice President, Senior Commercial Banking Officer of Eastern Bank |
| Martha A. Dean | 6061 | Executive Vice President, Senior Operations Director of Eastern Bank |
| Barbara J. Heinemann | 5960 | Executive Vice President, Consumer Banking of Eastern Bank |
| Kathleen C. Henry | 4950 | Executive Vice President, General Counsel and Corporate Secretary of Eastern Bankshares, Inc.; Executive Vice President, General Counsel, Corporate Secretary and Chief Human Resources Officer of Eastern Bank |
| Timothy J. Lodge | 4546 | President and Chief Executive Officer, Eastern Insurance Group LLC |
| Matthew A. Osborne | 4748 | Executive Vice President, Senior Commercial Banking Officer of Eastern Bank |
| Nancy Huntington Stager | 6263 | President and Chief Executive Officer of the Eastern Bank Foundation; Executive Vice President of Eastern Bank |
| Daniel J. Sullivan | 6162 | Executive Vice President, Chief Credit Officer of Eastern Bank |
| Donald M. Westermann | 4445 | Executive Vice President, Chief Information Officer of Eastern Bank |
| Sujata Yadav | 4445 | Executive Vice President, Chief Marketing Officer of Eastern Bank |
Executive Officers
Quincy L. Miller - President, Eastern Bankshares, Inc.; Vice Chair and President of Eastern Bank
Mr. Miller is President of Eastern Bankshares, Inc. and Vice Chair and President of Eastern Bank. Mr. Miller joined Eastern in 2016 as Chief Banking Officer and was promoted to his current position with the Bank in 2017. He oversees a numberMarketing and all of departments, including ourthe Bank's Consumer, Banking businesses, Business Banking, Institutional BankingCommercial, and Eastern Wealth Management,Divisions, and, with the Chief Executive Officer, leads the overall strategic direction of Eastern. Prior to joining Eastern, Mr. Miller served as the President of Citizens Bank, Massachusetts, and President of its Business Banking division. He started his career in consumer banking at M&T Bank in New York City in 1997. Mr. Miller is a founding member of The New Commonwealth Racial Equity & Social Justice Fund. He also serves on the Board of Directors for The Boys and Girls Club of Boston, The Bottom Line, Blue Cross Blue Shield of MA, The Alliance for Business Leadership, and Mill Cities Community Investments and as Board Emeritus of The Greater Boston Food Bank and Chair Emeritus of The Urban League of Eastern Massachusetts. Mr. Miller earned a B.A. in economics and business from Lafayette College and graduated from the Consumer Bankers Association’s Executive Banking School. He currently serves on the Board of The Consumer Bankers Association.
James B. Fitzgerald - Chief Administrative Office,Officer, Chief Financial Officer &and Treasurer, Eastern Bankshares, Inc.; Vice Chair, Chief Administrative Officer, and Chief Financial Officer of Eastern Bank
Mr. Fitzgerald is the Chief Administrative Officer, Chief Financial Officer and Treasurer of Eastern Bankshares, Inc., and Vice Chair, Chief Administrative Officer and Chief Financial Officer of Eastern Bank. Since joining Eastern in 2012, his responsibilities have included managing the Finance, Legal, Technology, Operations and General Services groups. He brings nearly 37over 38 years of experience in the financial services industry to Eastern Bank. In 2009, Mr. Fitzgerald co-founded and was chief financial officer for NBH Holdings Corp., the bank holding company for Bank Midwest NA of Kansas City. Prior to that, Mr. Fitzgerald served as an executive vice president and chief financial officer at Citizens Financial Group for eight years. He began his career as a financial leader in mergers and acquisitions at First Fidelity Bancorp, Citizens Financial Group and Washington Mutual. Mr. Fitzgerald currently servicesserves as a trustee of the Massachusetts Taxpayers Association a trusteeand of the Savings
SBERA,Bank Employees’ Retirement Association, and serveshe is on the board of the Thompson Island Outward Bound Education Center. Mr. Fitzgerald earned his bachelor’s degree in finance at Lehigh University and his MBA at Fordham University.
Steven L. Antonakes - Executive Vice President, Enterprise Risk Management of Eastern Bank
Mr. Antonakes is the Executive Vice President for Enterprise Risk Management at Eastern Bank.Bank, a role he has held since March 2018. He oversees Eastern Bank’s Enterprise Risk Management function, which includes Bank Secrecy Act/Anti-Money Laundering, Compliance, Credit Risk Review, Information Security, Financial and Model Risk Management, and Operational Risk. He joined Eastern Bank in 2015 as Senior Vice President, Chief Compliance Officer, and was promoted to Senior Vice President, Director, Enterprise Risk Management in 2017. He was promoted to his current position in March 2018.Officer. Mr. Antonakes previously served as the Deputy Director and the Associate Director for Supervision, Enforcement, and Fair Lending at the Consumer Financial Protection Bureau. Prior to joining the Bureau, Mr. Antonakes served as the Massachusetts Commissioner of Banks from 2003 to 2010. Preceding his appointment as Commissioner, Mr. Antonakes served in a variety of managerial positions at the Division of Banks having joined the agency as an entry-level bank examiner in 1990. During his 25-year regulatory career, Mr. Antonakes staffed the Financial Stability Oversight Council, served as the first state-voting member of the Federal Financial Institutions Examination Council, Vice Chairman of the Conference of State Bank Supervisors, and as a founding member of the governing board of the Nationwide Multistate Licensing System. Mr. Antonakes serves on the Board of Trustees of Mass General Brigham Salem Hospital and on the Board of Directors of Camp Fire North Shore, and he is Chair of the Executive Board of Directors of the Lynn Business Partnership. Mr. Antonakes earned his B.A. from Penn State University, an MBA from Salem State University, and a Ph.D. in Law and Public Policy from Northeastern University.
Gregory P. Buscone - Executive Vice President, Senior Commercial Banking Officer of Eastern Bank
Gregory P. Buscone is Executive Vice President, Senior CommericalCommercial Banking Officer of Eastern Bank, a position he has held since March 2019. Mr. Buscone joined Eastern in 2017 as Senior Vice President and Regional Group Head in Commercial Banking with responsibility for Eastern’s Commercial & Industrial lending portfolio, which expanded its Asset Based Lending team in 2018. Prior to joining Eastern, Mr. Buscone spent 17 years at Citizens Bank, serving as a Senior Vice President and Market Manager for Massachusetts Middle Market and Specialized Lending. Active in the community, he sits onis the Treasurer and a member of the Board of Directors of Bay Cove Human Services MassEcon, and the Associated Industries of MA, of whichMassachusetts, where he also chairs the diversity & inclusion committee.its Diversity, Equity and Inclusion Committee. He earned his B.A. degree from the College of the Holy Cross and his MBA degree from Northeastern University.
Martha A. Dean - Executive Vice President, Senior Operations Director of Eastern Bank
Martha A. Dean is Executive Vice President, Senior Operations Director of Eastern Bank, a role she has held since March 2021. She joined Eastern in December 2014 as Senior Vice President of Operational Risk Management and in July 2018, was promoted to Senior Vice President of Operations. Her prior experience includes:includes Chief Operations and Risk Officer at Centreville Savings Bank; Chief Operating Officer at Grafton Suburban Credit Union; Chief Operations Officer and CIOChief Information Officer at Wainwright Bank; and Chief Operations Officer at Commonwealth National Bank, a de novo bank where she had the experience of building a brand new bank, brand and strategy to meet the financial needs of a community. She is a Board Membermember of Operation ABLE, a nonprofit organization that provides training programs and employment services to job seekers from economically, racially and occupationally diverse backgrounds. She holds a bachelor's degree from Worcester State University.
Barbara J. Heinemann - Executive Vice President, Consumer Banking of Eastern Bank
Ms. Heinemann is Executive Vice President of Consumer Banking at Eastern Bank. She joined Eastern in 2001. She has served in her current role since 2017 and oversees Retail Banking, Private Banking, Mortgage Banking and the Customer Service Center, bringing more than 35 years of experience to her role. Ms. Heinemann was previously the Executive Vice President of Enterprise Risk Management overseeing Corporate Security, Corporate Compliance, Bank Secrecy Act Compliance, Information Security and Operational Risk Management Departments from 2014 to 2017. Prior to that she held the title of Executive Vice President, Chief Information Officer at Eastern with responsibilities for the Technology and Operations Divisions, and prior to that held various leadership positions within our Operations Department. Before joining Eastern, Ms. Heinemann spent more than 13 years with Cambridgeport Bank, where she was Director of Retail Banking and then served as Senior Vice President of Technology & Operations for seven years in addition to managing numerous enterprise-wide initiatives. She serves as a trustee of the North Shore Community College and holds Board seats on the North Shore Community College Foundation Board, the New England Automated Clearing House (“NEACH”) Board, the NEACH Payments Group Board, and the Burbank Reading YMCA Board of Advisors. She earned an MBA from the University of Maryland and graduated from America's Community Bankers' National School of Banking at Fairfield University, and the Massachusetts Bankers' Association School of Financial Studies at Babson College.
Kathleen C. Henry - Executive Vice President, General Counsel and Corporate Secretary of Eastern Bankshares, Inc.; Executive Vice President, General Counsel, Corporate Secretary and Chief Human Resources Officer of Eastern Bank
Ms. Henry is Executive Vice President, General Counsel and Corporate Secretary of Eastern Bankshares, Inc. and Executive Vice President, General Counsel, Corporate Secretary and Chief Human Resources Officer of Eastern Bank. Ms. Henry joined Eastern Bank in 2016 as General Counsel and Corporate Secretary as a Senior Vice President and was promoted to Executive Vice President in 2018. She oversees a legal team responsible for managing the legal affairs of Eastern Bankshares, Inc. and its affiliates, including Eastern Bank and Eastern Insurance Group LLC. She also serves as the primary legal advisor to Eastern’s Board of Directors, Chief Executive Officer and senior management. She is responsible for serving as Secretary to the Boards of Directors of Eastern Bankshares, Inc. and Eastern Bank, directing all governance activities for Eastern Bankshares, Inc., Eastern Bank and their respective subsidiaries. Ms. Henry who began serving as Chief Human Resource Officer in November 2020 also leads all aspects of talent acquisition and development and compensation and benefits, and is part of the leadership team focused on diversity, equity and inclusion. Before joining Eastern, she was General Counsel and before that Deputy General Counsel of Plymouth Rock Assurance Corporation and a litigation partner at Choate, Hall & Stewart LLP, specializing in insurance and reinsurance litigation.LLP. Ms. Henry serves on the board of directors of the Political Asylum Representation Project, on the Advisory Board for the Northeastern University School of Law’s Women in the Law Conference, and as trustee of the Boston Bar Foundation and has served on numerous committees of the Boston Bar Association.Foundation. She earned a B.A. in journalism from Boston University and a J.D. from Northeastern University School of Law.
Timothy J. Lodge - President and Chief Executive Officer, Eastern Insurance Group LLC
Timothy J. Lodge is the President and Chief Executive Officer of Eastern Insurance Group LLC (“EIG”), a wholly owned subsidiary of Eastern Bank, a role he has held since January 1, 2022. He previously served as Executive Vice President, Director of CommericalCommercial Lines for EIG from August 2019 to December 2021. Mr. Lodge joined EIG in July 2013 as Senior Vice President, Commercial Lines Sales Executive, and was promoted to Senior Vice President, Commercial Lines Sales Director in July 2017. He subsequently served as Executive Vice President, Commercial Lines Sales Director from February 2019 to May 2019 and served as Executive Vice President, Commercial Lines Director of Major Accounts from May 2019 to August 2019. Mr. Lodge hasearned a bachelor's degree from Fairfield University.
Matthew A. Osborne - Executive Vice President, Senior Commercial Banking Officer of Eastern Bank
Matthew A. Osborne is Executive Vice President, Senior Commercial Banking Officer responsible for the bank’s Commercial Real Estate &and Community Development teams, a position he has held since March 2019. He is responsible for services that include investor commercial real estate, non-profit, affordable housing, higher education, and tax credit sponsored financing. Mr. Osborne joined Eastern Bank in February 1998 after beginning his career with The Hibernia Savings Bank in Quincy. From 1998 until his promotion to SCBOSenior Commercial Banking Officer in March 2019, he moved from a CRECommercial Real Estate ("CRE") Lender to a CRE Team Leader/Group Head. Mr. Osborne is actively engaged across the South Shore, and he serves as a board member with both the Metro South Chamber of Commerce and the South Shore Hospital Charitable Foundation. He is a founding member of the Brockton Partnership, a group dedicated to furthering economic development in the City of Brockton. He earned his B.A. degree from Boston College.
Nancy Huntington Stager - President and Chief Executive Officer of the Eastern Bank Foundation; Executive Vice President of Eastern Bank
Ms. Stager is President and Chief Executive Officer of the Eastern Bank Foundation, an affiliate of the Company, and is Executive Vice President of Eastern Bank. Ms. Stager joined Eastern Bank in 1995 as Senior Vice President, Chief Human Resources Officer, and was promoted to Executive Vice President in 2008. She served as Chief Human Resources Officer until November 2020. Ms. Stager has led the Eastern Bank Foundation since 2001 and was appointed its first President and Chief Executive Officer in July 20192019. In this role, she leads Eastern's philanthropy, volunteerism programming, and civic advocacy. Ms. Stager leads efforts to provide financial assistance and volunteers to support non-profit organizations across Eastern Bank’s
market area. Shearea and serves as a leading advocate for social justice issues in line with Eastern Bank’s advocacy platform. She is Board President for the Foundation for Business Equity, a private operating foundation started through a grant from Eastern Bank Foundation, which works with Black and Latinx businesses to build capacity and facilitate access to capital and contracts to enable growth. Ms. Stager serves on a number of community boards across the Greater Boston area.area, including as a member of the Board of Directors of Mill Cities Community Investments, a community development financial institution with a mission of providing financing to low- and moderate-income families, developers of residential projects, and small businesses. She is also a founding partner and Treasurer of the Massachusetts LGBT Chamber of Commerce. Ms. Stager earned a B.S. in Industrial and Labor Relations from Cornell University.
Daniel J. Sullivan - Executive Vice President, Chief Credit Officer of Eastern Bank
Mr. Sullivan is Executive Vice President and Chief Credit Officer of Eastern Bank. Mr. Sullivan joined Eastern Bank in 1996 as Director of Managed Assets and was promoted to Chief Credit Officer in 2001. He oversees all credit underwriting, credit
training, managed assets and default management for the Bank. He also serves as chair of the Credit Policy and Credit Committee, where credit policies and larger credit requests are approved. In addition, he oversees all loan portfolio reviews. Prior to joining Eastern Bank, Mr. Sullivan was a vice president at Shawmut Bank, where he worked in loan workout and as a commercial relationship manager. Mr. Sullivan is an active member of the Risk Management Association (“RMA”) at the national and local levels and is certified by the RMA in credit risk management. He earned a B.S. in Economics from the University of Lowell.
Donald M. Westermann - Executive Vice President, Chief Information Officer of Eastern Bank
Mr. Westermann is an Executive Vice President and the Chief Information Officer at Eastern Bank. He joined Eastern in 2007 as Senior Vice President, Technology Engineering & Operations, a position he held until 2010. He served as Senior Vice President, Chief Technology Officer from 2010 to 2015, when he was promoted to Executive Vice President, Chief Information Officer. Currently, he leads the Technology, Operations and Eastern Labs Teams and is responsible for all aspects of the technology, operations and innovation strategy for Eastern, including digital, cyber-security, innovation, software engineering, data management, and delivery. Prior to joining Eastern, Mr. Westermann served as a Senior Manager with Grant Thornton and before that served as a consultant with Arthur Andersen, in each case in positions focused on technology and management information systems. Mr. Westermann earned a B.S. in Business Administration and Management Information Systems from Villanova University and an MBA from the Sloan School of Management of the Massachusetts Institute of Technology.
Sujata Yadav - Executive Vice President, Chief Marketing Officer of Eastern Bank
Sujata Yadav is Executive Vice President, Chief Marketing Officer of Eastern Bank, a role she has held since August 2021. Ms. Yadav joined Eastern as Senior Vice President, Consumer Lending Director in 2017, where she was responsible for delivering Eastern Bank's first, fully integrated online platforms for unsecured lending and home equity. Her responsibilities were expanded in 2019 to include product marketing and analytics, which have improved Eastern’s product marketing and performance measurement capabilities. Ms. Yadav also serves as co-chair of Eastern’s Asian American Professional Collective, and has been actively participating in Eastern’s “Road To Equity” plan and diversity, equity and inclusion efforts. Prior to Eastern, Ms. Yadav worked at Citibank N.A. for 14 years in both national and international leadership roles across the consumer bank, where she had responsibility for integrated omni-channel marketing, product development and portfolio optimization strategies. She has a bachelor's degree in Commerce from the University of Rajasthan and an MBA from IIM (Indian Institute of Management), Lucknow. MsMs. Yadav is a member ofserves on the Boardthe Boards of Directors for the United Way of Mass Bay and Merrimack Valley and the Boston Ad Club and also serves on the Board of Advisors for Winchester Hospital.
COMPENSATION DISCUSSION AND ANALYSIS
Overview
This Compensation Discussion and Analysis (“CD&A”) describes the objectives and elements of the Company’s executive compensation program and discusses the 20212022 compensation earned by our NEOsNamed Executive Officers ("NEOs") listed below.It also explains the rationale for the Compensation and Human Capital Management ("C&HCM") Committee’s 20212022 executive compensation decisions. Under SEC rules, ourOur NEOs for 20212022 were:
| | | | | |
| Executive Officer | Title |
| Robert F. Rivers | Chief Executive Officer and Chair of the Board of Directors, Eastern Bankshares, Inc.; Chief Executive Officer and Chair of the Board of Directors, Eastern Bank |
| Quincy L. Miller | President, andEastern Bankshares, Inc.; Vice Chair and President, Eastern Bank |
| James B. Fitzgerald | Chief Administrative Officer, Chief Financial Officer and Treasurer, Eastern Bankshares, Inc.; Vice Chair, Chief Administrative Officer & Treasurerand Chief Financial Officer, Eastern Bank |
Jan A. MillerDonald M. Westermann | FormerExecutive Vice Chair,President, Chief Commercial BankingInformation Officer of Eastern Bank (1) |
John F. KoegelKathleen C. Henry | Former President & Chief Executive Officer of Eastern Insurance Group LLC; Executive Vice President, General Counsel and Corporate Secretary of Eastern Bankshares, Inc.; Executive Vice President, General Counsel, Corporate Secretary and Chief Human Resources Officer, Eastern Bank (2) |
| |
(1) Mr. Miller served as the Vice Chair and Chief Commercial Banking Officer of Eastern Bank until December 31, 2021. He retired from the Company, effective January 1, 2022. Mr. Miller is referred to herein as “Mr. J. Miller” and Quincy Miller, our President and Vice Chair, is referred to as “Mr. Q. Miller”.
(2) Mr. Koegel served as the President & Chief Executive Officer of Eastern Insurance Group LLC and Executive Vice President, Eastern Bank until December 31, 2021. Mr. Koegel stepped down as an executive officer of the Company effective January 1, 2022, and has remained a part-time employee in an advisory role.
Executive Summary
Business Overview
We areEastern Bank is a Massachusetts-chartered bank that has served the banking needs of our customers since 1818. EasternOur diversified products and services include lending, deposit, wealth management, and insurance products. Our approximately 2,000 employees serve consumers and businesses through over 120 locations in eastern Massachusetts, southern and coastal New Hampshire, and Rhode Island.
In 2022, we posted record net income of $199.8 million, which was 29% higher than the previous record we had a milestone yearset in 2021 whichof $154.7 million. This result was bolstered by a number of significant achievements in 2022 with regard to our first full year as a publicly traded companycore business and inkey initiatives, including the continued integration of Century Bancorp, Inc., which we completed the largest acquisitionacquired in our over 200 year history by acquiring Century Bancorp, Inc. (“Century”) in the fourth quarter. DespiteNovember 2021; record levels of commercial loan and home equity originations; continued strong asset quality; the acquisition we achievedof two insurance agencies; continued strong employee engagement; record financial resultsachievements in 2021, enabled bydiversity hiring and supplier diversity, which were key strategic focus areas for 2022; and upgrades to and enhancements of our commitmenttechnology platforms.
With regard to loans, our business philosophy:overall loan portfolio increased 10.5% to operate as a diversified financial services enterprise providing a broad array of banking and other financial services primarily to retail, commercial and small business customers. Highlights from 2021 include:
•We had total assets of $23.5 billion and $16.0$13.6 billion at December 31, 2021 and 2020, respectively, representing an increase of 47%.
•We manage our business under two business segments: our banking business, which contributed $531.1 million (which is 84.5% of our total income for the year ended December 31, 2021), and our insurance agency business, which contributed $97.2 million (which is 15.5% of our total income for the year ended December 31, 2021). Our banking business consists of a full range of banking, lending (commercial, residential and consumer), savings and small business offerings, including our wealth management and trust operations that we conduct through our Eastern Wealth Management division.
•Net income for 2021 (computed in accordance with generally accepted accounting principles in the United States (“GAAP”)) was $154.7 million, as compared to $22.7 million for 2020. Net income for 2021 and 2020 included items that are considered noncore, which are excluded for purposes of assessing operating earnings. Operating net income, a non-GAAP financial measure, for 2021 was $165.9 million compared to operating net income of $102.1 million for 2020 representing a 62.4% increase. This increase was largely driven by a decrease in our provision for allowance for loan losses, which is attributable to greater prior period provisions that resulted2022, up from the impact of the COVID-19 pandemic on our borrowers during such periods, and current period releases of allowance for loan losses totaling $9.7 million.
•Deposits increased by $7.5 billion, or 61.5%, to $19.6$12.3 billion at December 31, 2021 from $12.22021. Our commercial real estate loan portfolio increased 14% to $5.2 billion atfor 2022; residential real estate loans increased 27.7% to $2.5 billion; and consumer home equity loans increased 7.9% to $1.2 billion.
Additionally, despite a competitive labor market, we achieved record racial diversity in our hiring, with people of color comprising 47% of our new hires throughout 2022. Also, 60% of our new hires were women in 2022, and women overall comprised 66% of our workforce as of December 31, 2022. We increased our spend to suppliers who identify as diverse by 41% in 2022 ($12,896,328) compared to 2021 ($9,124,156).
Notably, our achievements in 2022 were accomplished against the backdrop of a particularly challenging and competitive environment for the banking industry due to factors such as widespread market uncertainties, a highly competitive labor market, and inflationary pressures and resulting federal monetary activity, including increases to the federal funds interest rate throughout 2022.
Compensation Highlights
2022 Executive Compensation Program Decisions At-A-Glance
Our compensation program includes three main components: base salary, short-term cash incentives, and long-term equity compensation. Short-term cash incentives are granted under our Management Incentive Plan ("MIP"), pursuant to which
recipients are offered target award opportunities based on job responsibilities and market data. Long-term equity incentives are granted pursuant to our 2021 Equity Plan, which was approved by shareholders in November 2021. Historically, we also had granted cash awards under a legacy long-term cash-based incentive plan that predated our initial public offering ("IPO") in October 2020. This increaseThe last awards under this cash-based legacy plan were granted in 2019, and the legacy plan was primarily thesubsequently frozen in 2020. As a result, no long-term incentives were awarded to our executive leadership team in either 2020 or 2021. Highlights of our programs are below. See “Our 2022 Executive Compensation Program in Detail” within this CD&A section for more information.
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| Base Salary | For fiscal year 2022, the C&HCM Committee approved no base salary increase for Mr. Rivers, 2.6% increases for Messrs. Miller and Fitzgerald, and 3% increases for Ms. Henry and Mr. Westermann. |
| Short-Term Incentives | Based on 2022 performance, each of our NEOs received a short-term incentives payout equal to 109% of target under our MIP, aligned with overall company performance. Total payouts for 2022 performance were $976,100 for Mr. Rivers, $385,900 for each of Messrs. Miller and Fitzgerald, and $227,300 for each of Ms. Henry and Mr. Westermann. |
Long-Term
Incentives | Initial equity grants: In February 2022, the C&HCM Committee approved the grant of equity incentive compensation awards to the Company’s executive officers, including the NEOs, using a target mix of 50% performance stock units (“PSUs”) and 50% time-based restricted stock units (“RSUs”). These awards, granted under the 2021 Equity Plan, were the first long-term incentive awards granted to any of our NEOs since 2019. They represent an important step in the transition of our legacy approach of granting 100% cash-based long-term incentive awards to our new approach of 100% equity-based long-term incentive awards (see “Transition of Long-Term Incentive Compensation” below for details).
Legacy Cash-Based LTIP Awards: The Legacy LTIP awards granted to our NEOs in 2018 (“2018 LTIP Awards”) had no value when they matured on December 31, 2022. Accordingly, our NEOs received no long term award payment in 2022. |
Transition of Long-Term Incentive Compensation: From Cash to Equity
The C&HCM Committee is committed to putting forth market-competitive compensation programs that support the business strategy and align the interests of our executives and shareholders. In 2021, the C&HCM Committee worked with management and its independent compensation consultant to design and implement a new market-competitive, equity-based long-term incentive plan (“Equity LTIP”). Awards were first made to NEOs under the new plan in 2022, following shareholder approval of the 2021 Equity Plan in November 2021. As we disclosed last year, the Company:
•Froze the legacy, cash-based LTIP, which we had offered as a mutual bank before we went public, and adopted a new, shareholder-approved equity incentive plan in accordance with applicable SEC and Nasdaq rules.
•Did not provide any grants of cash or equity-based long-term compensation awards in 2020 or 2021 to any executive officers.
With this as the backdrop, the C&HCM Committee determined that the initial equity awards granted to senior management in 2022 would be delivered in part to “make-up” for the two years of missed awards. These awards were also intended to recognize significant efforts and achievement in connection with our IPO in October 2020; the Company’s acquisition of Century through which we acquired $6.1 billion in total deposits. ExcludingNovember 2021; and other critical Company milestones achieved between 2019 and 2022. Accordingly, the size and terms of the 2022 equity awards reflected such deposits acquired from Century, demand deposits, money market depositsconsiderations.
The C&HCM Committee also determined the new equity awards would be structured to reflect its commitment to putting forth a long-term incentive program that incentivizes executives to execute on longer-term financial goals that drive shareholder value creation and interest checking deposits,support the deposit types which primarily contributed toCompany’s leadership retention objectives, making half of the increase in legacy deposits (e.g.,grant at target contingent on the achievement of pre-established performance goals. The 2022 award was structured as follows:
deposits not acquired from Century) increased $0.4 billion, $0.6 billion and $0.7 billion, respectively. As of June 30, 2021, our deposit market share position was fifth | | | | | | | | |
| Equity Vehicle | Weight | Design At-A-Glance |
| Performance Share Units (PSUs) | 50%
(at Target)
| Rewards achievement of financial goals measured over a three-year performance period (January 1, 2022-December 31, 2024) and puts appropriate focus on long-term alignment of pay and performance.
•Half of the target PSU opportunity (25% of the total equity award) is based on the Company's total shareholder return (“TSR”) performance relative to the performance of the KRX Banks* over the performance period. •Half of the target PSU opportunity is based on the growth of the Company's operating earnings per share (“EPS”) relative to that of the KRX Banks* over the performance period.
The number of earned PSUs can range between 25% (threshold) and 150% (maximum) of the target award. If the Company's performance is below the threshold achievement level, no PSUs will be earned.
|
| Restricted Stock Units (RSUs) | 50% | RSUs will vest in equal installments over a five-year period tied to the anniversary of the grant date, March 1, 2022. |
*"KRX Banks" is defined in the Boston Metropolitan Statistical Area."Long-Term Incentive Compensation" subsection within this CD&A.
Operating net income, also knownThe structural change to our long-term incentive awards, from historic cash-based awards to an equity-based approach, creates a temporary reporting anomaly in the Summary Compensation Table. Specifically, legacy cash awards must be disclosed in the final year of the performance period (when earned), while stock-based awards are disclosed in the year of the grant. Thus, so long as net operating earnings, is a non-GAAP financial measure that is derivedlegacy LTIP cash grants are outstanding, we must report two cycles of long-term incentive awards in one year: the earned payout from net income calculatedthe prior legacy cash LTIP cycle; and the grant date fair value of equity awards under the new stock-based structure.
For 2022, however, since the legacy cash LTIP cycle maturing in accordance with GAAP. This non-GAAP financial measure is2022 was determined to have no value, our NEOs' 2022 compensation will not meant to be considered superior to or a substitute for net income preparedreflect this anomaly. Following the 2023 plan year and the 2024 proxy statement, this overlap of historic cash LTIP payouts and current equity awards reported in accordance with GAAP. We believe this measure allows us to compare results consistently between periods and to exclude certain items that may not be indicative of our core business, operating results or future outlook. A reconciliation of net operating earnings presented above to the most comparable GAAP financial measure is included in Annex A to this Proxy Statement. OurSummary Compensation Committee uses MIP Net Income (as further defined below)Table will cease, as the key measurefinal performance cycle under the legacy plan for cash awards that were granted in 2019 will be completed at the end of the Company's performance as it relates to our short-term incentive compensation.2023.
Compensation Highlights
20212023 Executive Compensation Program DecisionsStructure
Executive compensation program decisions made in 2021, the Company's first full year asFurthering its commitment to put forth a public company, reflect the transitional status of the Company's efforts to adopt executive compensation programs that better align with public company compensation programs and shareholder value creation. In connection with the Company's 2020 conversion from a mutual to a publicly traded company (the “Conversion”), our Compensation Committee had begun to evaluate and make changes to certain aspects of the Company'smarket-competitive, shareholder-aligned executive compensation program, in service of such efforts, a process which had begun withearly 2023, the 2020 freezing of the Company's long-term incentive plan (“LTIP”). In 2021, our Compensation Committee, with the support of its independent compensation consultant, Pearl Meyer, continued such review and changes to our executive compensation program in 2021, which included:
•the introduction of a new short-term management incentive compensation program for executives (“MIP”);
•a decision to freeze the Company's supplemental executive retirement plan (“SERP”) to new participants and cease accruing for benefits for then-current executive participants on earnings received after December 31, 2021; and
•the development of a new equity incentive compensation plan (“2021 Equity Plan”), which received approval of our shareholders on November 29, 2021 and replaced the frozen LTIP.
In making changes to the Company's executive compensation program, the Compensation Committee received input from management to ensure the changes align with the Company’s compensation philosophy of attracting, retaining and motivating high-caliber executives to achieve the short-term and long-term goals of the Company while creating long-term shareholder value.
In 2021, the Compensation Committee also developed an approach to provide “make-up” long-term incentive compensation to our executive officers, who had foregone two years of long-term incentive awards as part of the Company's ongoing transition of its compensation programs to those more suitable for a public company. This approach was partially implemented in 2021 and will be fully implemented in 2022. Finally, the Compensation Committee made compensation decisions under legacy executive compensation programs that were adopted when the Company was still a mutual holding company.
Accordingly, the CompensationC&HCM Committee made the following decisions pertaining to the 2021 Executive Compensation Program in the following areas in order to attract, retain, motivate and reward our highly skilled, talented executives and also to align with its principles of equity and fairness:setting compensation opportunities for 2023.
| | | | | |
| Base Salary | Our NEOs did not receive aNo base salary increase in 2021. This decision was madeincreases for any of the NEOs. |
| Short-Term Incentives | Annual target award opportunities, which are based on a reviewpercentage of peerbase salary, job responsibilities and market data, as provided by Pearl Meyer and recognition of the challenges presented by the COVID-19 pandemic that caused the Company's financial results for 2020 to be lower than originally expected.did not increase from 2022. |
Annual Short-Term Long-Term Incentives | Our NEOs' short-term incentives were earned under our newly-adopted MIP. Payouts for 2021 performance were above target and ranged from 108% of salary for Mr. Rivers, 68% of salary for each of Messrs. Q. Miller and Fitzgerald, and 54% of salary for each of Mr. J. Miller and Mr. Koegel. These awards reflect both the financial performance of the Company, which was strong despite challenges from the COVID-19 pandemic, the successful acquisition of Century, and the strong individual performances of the NEOs in successfully driving a number of key strategic initiatives. |
Long-Term
Incentives | No long-termLong-term equity incentive awards were granted in 2021,structured using the same 50% PSU / 50% RSU equity vehicle mix as part of the transition away from the legacy LTIP and the anticipation of equity awards to be granted in 20222022. Total target award opportunities, like under the 2021 Equity Plan.Cash-based long-LTIP awards granted in 2017 maturedMIP, are based on December 31, 2021. These legacy LTIP awardsa percentage of base salary, job responsibilities and market data, and were designed to reward NEOsapproved for executing on longer term financial performance (measured2023 as growth in capital or retained earnings) and safety and soundness objectives in support of the Company’s strategic plan.follows:
In addition, two NEOs received cash awards as replacements for missed long-term incentive consideration during 2021 (“Replacement LTI Awards”). These awards were made to Mr. J. Miller and Mr. Koegel, each of whom indicated their intent to retire as executive officers at the end of the year. Each had led strategic initiatives and made significant contributions to the Company's achievement of key milestones in 2020 and 2021 for the benefit of the Company's shareholders, which were years in which no long term incentive awards were made. Each also stood to miss out on receipt of the one-time long-term equity incentive awards expected to be granted in 2022. Accordingly, the Compensation Committee determined that the Replacement LTI Awards would constitute "make-up" long-term incentive awards for Messrs. J. Miller and Koegel.
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Employment Agreements | Each of our NEOs has entered into change in control agreements that provides severance benefits upon the completion of a change in control event and termination (double-trigger). The agreements were put in place as part of the Company's Conversion (as defined below). In addition, the Company has entered into executive severance agreements with each of Messrs. Rivers and Q. Miller. No changes were made to any of these agreements in 2021. |
| | | | | | | | | | | |
| Named Executive Officer | Fiscal Year 2023 Salary | LTI Target Award Opportunity (as a % of Salary) | LTI Target Award Opportunity ($) |
| Robert F. Rivers * | $995,000 | 100% | $995,000 |
| Quincy L. Miller | $590,000 | 60% | $354,000 |
| James B. Fitzgerald | $590,000 | 60% | $354,000 |
| Donald M. Westermann | $463,500 | 40% | $185,400 |
| Kathleen C. Henry | $463,500 | 40% | $185,400 |
Future Executive Compensation Program Decisions
On November 29, 2021,*This is the third consecutive year with no increase to the CEO's base salary, as the Company received shareholder approval ofhas increasingly focused on performance and equity-based compensation.
The charts below show the 2021 Equity Plan, which enables the Company to offer equity incentive compensation awards as a component of its executive compensationtarget pay mix.
In February 2022, the Compensation Committee approved, and recommended that the Board approve with respect tomix for our CEO, Mr. Rivers, the grantand our other NEOs for fiscal year 2023. These charts illustrate that a majority of one-time equityCEO target total direct compensation is variable at 65.5%. The average target total direct compensation for our other NEOs is 51.1% variable. Variable compensation is represented by both short-term incentive compensation awards to the Company's then-serving executive officers, including our NEOs Mr. Rivers, Mr. Fitzgerald(MIP) and Mr. Q. Miller. For more information about these one-time equitylong-term incentive compensation awards, which were evenly split between time-based and performance-based awards and were granted as of March 1, 2022, see “Long-Term Equity Incentive Awards” within this CD&A section.(equity grants) at target.
In future years, the2023 CEO Compensation Committee expects to set individual targets in connection with the grant of market-base annual equity incentive compensation awards to the Company's executive officers, which the(at Target) 2023 Other NEO Compensation Committee anticipates will include both time-based and performance-based awards. The first such awards are expected to be made in 2023.(at Target)
Shareholder Advisory Votes on Executive Compensation
The Company highly values input from its shareholders and the Compensation Committee plans to incorporate this feedback when making compensation decisions going forward. At its 2021our 2022 annual meeting of shareholders, (“2021 Annual Meeting”),we received strong support for our NEO compensation program, as 96.2% of the Company voluntarily sought an advisory say-on-pay vote and antotal votes cast on the advisory vote on say-on-pay voted to hold such say-on-pay votes on an annual basis, although neither was a requirement ofapprove the Company, which was then an “emerging growth company” under SEC rules. At the 2021 Annual Meeting, our shareholders recommended that say-on-pay votes occur every year.proposal. The CompensationC&HCM Committee has considered, and each year will consider, the results of the prior advisory vote as it reviews and determines the total compensation packages for our NEOs in the current year. In 2021, we received support for our NEOThe Company highly values input from its shareholders, and the C&HCM Committee plans to incorporate this feedback when making compensation program, as 95% of the total votes cast on the advisory vote on say-on-pay voted to approve the proposal.decisions going forward.
In addition, the Company held a special meeting of shareholders on November 29, 2021 (“Special Meeting”) to seek shareholder approval of the 2021 Equity Plan. Of the total votes affirmatively cast at the Special Meeting, 92% voted to approve the 2021 Equity Plan.
Compensation Governance Practices
The Company has in place the following executive compensation best practices and policies which promote sound compensation governance and are in the best interests of our shareholders:
| | | | | |
| What We DO | What We Don’t Do |
☑ Long-time independent Compensation Committee
(including prior to being a publicly-traded company)Heavy emphasis on variable compensation and performance-based incentives | ☒ No guaranteed incentive payments |
☑ Performance-based variable compensation through formal incentive programsStock ownership guidelines | ☒ No uncapped non-sales incentive plans |
☑ Annual incentive plan risk assessments | ☒ No significant/excessive perquisites |
☑ Benchmarking against a relevant peer group | ☒ No tax gross-ups |
| ☑ Double trigger for change in control payments | ☒ No significant/excessive perquisites |
| ☑ Clawback policy | ☒ No tax gross-ups |
| ☑ Anti-hedging and pledging provisions | ☒ No severance benefits exceeding 3x base salary and annual cash bonus |
☑ Clawback policyAnnual incentive plan risk assessments | |
☑ Anti-hedging and pledging provisions | |
☑ Stock ownership guidelines | |
| ☑ Independent compensation consultant | |
☑ Limitations on chief executive officer's delegated authority to grant equity to employeesAnnual say-on-pay vote | |
What Guides Our Program
Philosophy and Objectives of Executive Compensation
Our executive compensation philosophy is to attract, motivate, and retain the executive talent we need to achieve the short-term and long-term goals of the Company while creating long-term shareholder value through the implementation of
sound compensation principles and policies. These principles include paying for performance, ensuring equity, fairness and non-discrimination in pay and compensation risk mitigation.
Principal Elements of Compensation
Our executive compensation program is comprised of fourhas three key elements:base salary, annual short-term incentive awards, and long-term incentive awards, and benefits. In 2022, the Compensation Committee introduced long-term equity incentive compensation awards for NEOs, although such awards were not part of our NEOs' 2021 compensation.awards.
| | | | | | | | |
Element of 20212022 NEO Compensation | 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. |
| Annual Short-Term Incentive Awards | Cash (Variable) | Incentivizes a NEO to achieve short term (annual) financial and strategic goals, with a pool funded by Company performance on key metrics determining award size, along with individual targets and performanceperformance. |
Long-Term Incentive Awards* | *Equity (Variable) | Most recently granted in 2019 under now-frozen LTIP. Long-term incentive awards provideProvides incentives for NEOsexecutives to execute on longer termlonger-term financial performance (growth in capitalgoals that drive shareholder value creation and more recently, retained earnings) and safety and soundness objectives in support of the
Company’s strategic plan. |
Benefits | Cash & Other | NEOs participate in a defined benefit pension plan, a 401(k) plan, an Employee Stock Ownership Plan (“ESOP”), limited perquisites and other personal benefits. Retirement benefits provide the ability for retirement savings and were the primary vehicle for long-term compensation as a mutual company. Perquisites were limited to those that assist the NEOs in the fulfillment of their duties.talent retention objectives. |
* Grants were historically made under the legacy LTIP. The most recent LTIP awards were granted in 2019; no long-term incentive awards were made under the LTIP in 2020 or 2021 and none are anticipated in the future. Beginning in 2022, long-term incentive awards are granted as equity awards under the 2021 Equity Plan.
In connection with our IPO, the Company adopted the ESOP, as described further below. Our NEOs received their ESOP allocation for fiscal year 2021 in March of 2022, retroactive to December 31, 2021. The ESOP is not an incentive plan. Rather, shares purchased by the ESOP’s trustee for a particular year are allocated among eligible ESOP participants on the basis of each participant’s proportional share of compensation relative to the compensation of all participants. The size of an individual annual stock allocation to an ESOP participant is limited by applicable IRS rules. Dividends paid on shares held by participants in their ESOP accounts are automatically reinvested to acquire additional shares of Company common stock. Shares forfeited by participants are reallocated to remaining participants based on eligible compensation, in the same manner that shares are allocated for such year.
Pay Mix
Our executive compensation for 2021 included a mix of base salary, short-term incentive grants under the MIP and grant payouts from awards granted in 2017 under the now-frozen cash-based LTIP. For Messrs. J. Miller and Koegel, it also included the Replacement LTI Awards in consideration of their significant strategic contributions to the Company during the two years in which they missed LTIP awards, and their missed opportunity to receive future make-up long-term equity incentive awards due to their impending retirements as executive officers. The Company does not have a formal policy regarding the allocation of compensation for its NEOs among these three core compensation elements, nor has it adopted such a policy for future years when equity incentive compensation is included as a regular compensation element. A material portion of the targeted total compensation opportunity for each of our NEOs is directly tied to the financial performance of the Company relative to the applicable compensation plan and relative to the peer group noted below. The Chief Executive Officer’s compensation has a greater emphasis on variable compensation than that of the other four NEOs because his actions have a greater influence on the performance of the Company as a whole. For 2021, a significant amount of total direct compensation was variable: 73.5% for our Chief Executive Officer, Mr. Rivers, 62.3% for each of Messrs. Q. Miller and Mr. Fitzgerald, 59.6% for Mr. J. Miller and 44.2% for Mr. Koegel. For Messrs. J. Miller and Koegel, these percentages do not include the Replacement LTI Awards, because such awards were unique to 2021, are not a key component of the Company's long-term incentive compensation program, and do not constitute an element of the Company's typical pay mix.
2021 CEO Compensation
Process for Determining Executive Officer Compensation
The Role of the Compensation and Human Capital Management Committee
The CompensationC&HCM 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 CompensationC&HCM Committee oversees executive compensation of our executive officers, including our NEOs, and is comprised of independent, non-employee members of the Board of Directors.NEOs. The CompensationC&HCM Committee regularly reviews the structure of our executive compensation program to ensure it aligns with Company strategy, philosophy, market practices, risk tolerance and, now that the Company is publicly traded, the interests of our shareholders. The CompensationC&HCM Committee reviews compensation and performance of peer companies (detailed below) as it considers executive compensation. The CompensationC&HCM 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 CompensationC&HCM Committee approves all NEO compensation, other than that of our Chief Executive Officer,CEO, including base salary, short term incentives and long-termlong term incentives. The CompensationC&HCM Committee also recommends our Chief Executive Officer’sCEO’s compensation, which is approved by the independent members of the Board.
The Role of Management
Select senior members of our management team attend regular meetings of the CompensationC&HCM Committee at which executive compensation, Company performance, peer group, market and competitive compensation levels and compensation policies and practices are discussed, including in executive session without other management members present. However, only members of the CompensationC&HCM Committee vote on decisions about compensation for our NEOs (other than our CEO). In addition,, and the independent members of our Board of Directors votesvote on our Chief Executive Officer'sCEO's compensation. Our Chief Executive OfficerCEO is not involved in decisions or deliberations about his own compensation, but he does make recommendations regarding non-CEO executive compensation in consultation with the CompensationC&HCM Committee.
The Role of Our Independent Compensation Consultant
The CompensationC&HCM 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 CompensationC&HCM Committee seeks input from its independent compensation consultant. In connection with 20212022 executive compensation decisions, the CompensationC&HCM Committee engaged Pearl Meyer to advise the CompensationC&HCM Committee on the amount and form of executive compensation. The independent compensation consultant reports directly to the CompensationC&HCM Committee and does not provide any other services to the Company. The CompensationC&HCM 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 CompensationC&HCM Committee determined that Pearl Meyer is an independent advisor.
The Role of Peer Market Data
We believe that a competitive pay package is a critical tool in our efforts to attract and retain qualified executives. The CompensationC&HCM Committee’s goal is to ensure that we continue to measure our compensation practices against organizations that compete with us for key executives, thatwhich are considered important benchmarks in our industry, and that are comparable in size and scope to our business.
The C&HCM Committee uses a criteria-based approach in selecting peer companies. The criteria include banks and thrifts on a national exchange, geography (U.S.-based and major metropolitan areas), financial institutions of similar size (assets and revenue ranging from 0.5x to 2.0x the Company’s size), similar loan mix, and comparable market capitalization. For 2021,purposes of setting 2022 compensation levels, our compensation peer group included the following 19 companies, all of which were publicly traded commercial banks at the time of their selection to our peer group:
| | | | | | | | |
| Ameris Bancorp. | Fulton Financial Corporation | PacWest Bancorp, Inc. |
| Atlantic Union Bankshares Corporation | Glacier Bancorp, Inc. | Pinnacle Financial Partners, Inc. |
| BankUnited, Inc. | Independent Bank Corp. | South State Corporation |
| Cathay General Bancorp | Independent Bank Group, Inc. | Umpqua Holdings Corporation |
| Columbia Banking System, Inc. | Investors Bancorp Inc. | Valley National Bancorp |
| F.N.B. Corporation | Old National Bancorp. | |
| First Midwest Bancorp, Inc. | Provident Financial Services, Inc. |
Atlantic Union Bankshares Corporation | Fulton Financial Corporation | NBTPacific Premier Bancorp, Inc. |
Berkshire Hills Bancorp Inc | Heartland Financial USA, Inc. | Northwest Bancshares, Inc. |
Cadence Bancorporation | Independent Bank Corp. | Sterling Bancorp |
Community Bank System Inc. | Independent Bank Group, Inc. | WSFS Financial Corporation |
First Financial Bancorp. | Investors Bancorp Inc. | |
First Merchants Corporation | Old National Bancorp. | |
The Compensation Committee uses a criteria-based approach in selecting peer companies.The criteria includes: banks and thrifts on a national exchange, geography (U.S.-based and major metropolitan areas), financial institutions of similar size (asset size ranging from 0.5x to 2.0xIn 2022, the Company’s size), overlap with Eastern’s peer group, similar loan mix, and comparable market capitalization.
For 2021, the CompensationC&HCM Committee, with the assistance of Pearl Meyer, refreshed the Company's peer group, removing four companies for reasons due to reflect its status as a public company as of October 2020.merger and acquisition activity and replacing them with four peers that meet our criteria. As part of this review and update, the peer group refresh, Banc of California, Inc., Boston Private Financial Holdings, Columbia Banking Systems, Inc., CVB Financial Corporation, NBT Bancorp., Pacific Premier Bancorp, Inc., Umpqua Holdings Corporation and Webster Financial Corporation were removed. In their stead, the Compensation Committee added Ameris Bancorp, Cadence Bancorporation, First Financial Bancorp., First Merchants Corporation, Heartland Financial USA, Inc., Independent Bank Group, Inc., Northwest Bancshares, Inc., Old National Bancorp, Sterling Bancorp. and WSFS Financial Corporation to the peer group.used for 2023 compensation decisions was modified as follows:
| | | | | |
| Removed | Added |
| Columbia Banking System, Inc. | Bank OZK |
| First Midwest Bancorp, Inc. | Simmons First National Corporation |
| Investors Bancorp, Inc. | United Bankshares, Inc. |
| Umpqua Holdings Corporation | United Community Banks, Inc. |
In addition to peer group data, the CompensationC&HCM Committee also considers other factors when setting NEO compensation, including the skill sets of the NEOs, their individual performances, Company performance, retention risk, their tenure with the Company and succession planning.
Our 20212022 Executive Compensation Program in Detail
Base Salary
As noted above, baseBase salaries of our NEOs are set at a level to maintain market competitiveness in attracting and retaining highly skilled, talented executives. Base salaries of NEOs are reviewed annually by the CompensationC&HCM Committee (or by the independent members of the Board of Directors, as to the CEO) and any increases are driven primarily by a NEO’s demonstrated value to the organization and tenure in the position, as well as internal equity and market competitiveness. Merit increases are awarded based on individual performance, and are made in accordance with a merit budget, which is determined annually based on market conditions and the Company’s overall budget. Separate merit increases may be established for different positions or levels, based on market conditions. For 2021, the Compensation Committee approved no salary increases for the NEOs. Their decision not to increase base salaries for 2021 was not a reflection of any of the NEO's individual performances; rather, it reflected that the Company's 2020 financial performance was negatively impacted by the COVID-19 pandemic.competitiveness considerations. For fiscal year 2022, the Compensation Committee has approved no base salary increase was approved for Mr. Rivers andRivers; 2.6% increases were approved for each of Messrs. Q. Miller and Fitzgerald.Fitzgerald, and 3.0% increases were approved for Mr. Westermann and Ms. Henry.
| | | | | | | | | | | |
| Fiscal Year
2020 Salary | Fiscal Year
2021 Salary | Percentage Increase |
Robert F. Rivers
Chief Executive Officer and Chair of the Board of Directors | $995,000 | $995,000 | — | % |
Quincy L. Miller
President and Vice Chair | $575,000 | $575,000 | — | % |
James B. Fitzgerald
Chief Administrative Officer, Chief Financial Officer and Treasurer | $575,000 | $575,000 | — | % |
Jan A. Miller
Former Vice Chair, Chief Commercial Banking Officer | $480,000 | $480,000 | — | % |
John F. Koegel
Former President & Chief Executive Officer of Eastern Insurance Group LLC | $400,000 | $400,000 | — | % |
| | | | | | | | | | | |
| Named Executive Officer | Fiscal Year 2021 Salary | Fiscal Year
2022 Salary | Percentage Increase |
Robert F. Rivers
Chief Executive Officer and Chair of the Board of Directors | $995,000 | $995,000 | 0 % |
Quincy L. Miller
President | $575,000 | $590,000 | 2.6 | % |
James B. Fitzgerald
Chief Administrative Officer, Chief Financial Officer and Treasurer | $575,000 | $590,000 | 2.6 | % |
Donald M. Westermann
Chief Information Officer, Eastern Bank | $450,000 | $463,500 | 3.0 | % |
Kathleen C. Henry
General Counsel and Corporate Secretary | $450,000 | $463,500 | 3.0 | % |
Annual Short-Term Incentive Plan
In May 2021, the Compensation Company terminated the Company's then-existing management incentive plan, under which our NEOs' annual performance-based short-term cash incentives had been made for 2020, and approved a new short-term management incentive plan, referred to as the MIP, effective January 1, 2021. The Compensation Committee believes its adoption of the MIP further aligns its executive officers with shareholder value creation, since its design is intended to better control the Company’s short-term incentive compensation expense, as compared to its predecessor plan’s design.
The MIP provides for the payment of annual cash incentive awards to the Company’s Chief Executive Officer,CEO, its other NEOs, members of its management committee, and select management employees (“Participants”). IndividualThe C&HCM Committee believes the MIP further aligns its executive officers' incentives with shareholder value creation. Each Plan Year (as defined below), a Participant is assigned a target award opportunity as a percentage of base salary, based in part on job responsibilities and market data. The table below summarizes the annual incentive target opportunity for each NEO for 2022.
| | | | | | | | | | | |
| Named Executive Officer | Fiscal Year 2022 Salary | MIP Target Award Opportunity (as a % of Salary) (1) | MIP Target Award Opportunity ($) |
| Robert F. Rivers | $995,000 | 90% | $895,500 |
| Quincy L. Miller | $590,000 | 60% | $354,000 |
| James B. Fitzgerald | $590,000 | 60% | $354,000 |
| Donald M. Westermann | $463,500 | 45% | $208,575 |
| Kathleen C. Henry | $463,500 | 45% | $208,575 |
(1) For purposes of MIP calculations, “Base Salary” refers to a NEO's year-end base salary rate.
Actual award payouts are determined by measurement against one or more corporate performance measures (“Company Performance Measures”) and individual performance goals over a performance measurement period, beginning January 1 and ending December 31 (“Plan Year”). Company Performance Measures are approved by the CompensationC&HCM Committee, and annual targets with respect to such performance measures are established by the Board of Directors. Individual performance goals are established annually by each NEO and approved by his or her manager, except that the individual performance goals of the Chief Executive OfficerCEO are approved by the CompensationC&HCM Committee. Each Plan Year, a Participant is assigned a target award amount as a percentage of base salary, based on job responsibilities and market data. For the Chief Executive Officer and the other NEOs, target awards amounts are established by the Compensation Committee.
All awards are paid from a funding pool. For each Plan Year, the target funding pool (“Target Funding Pool”) is an amount equal to the sum of all Participants’ target awards for the year. Following completion of a Plan Year, the CompensationC&HCM Committee determines performance against the applicable Company Performance Measure,Measures including whether minimum performance thresholds have been met. The funding pool from which awards under the MIP (“MIP Awards”) are actually paid (“Actual Funding Pool”) is an amount that is based on the Target Funding Pool but is adjusted based on the Company’s performance against the Company Performance Measures for such year. The CompensationC&HCM Committee may adjust the level or nature of CorporateCompany Performance Measures to accommodate non-recurring events not contemplated when such measures were originally set, such as an acquisition by the Company, and has the sole discretion to adjust the Target Funding Pool and/or the Actual Funding Pool amounts upward or downward, based on market factors, corporate events, future performance outlook, or any other situation it may deem appropriate.
Individual awards under the MIP are determined by (1) the Actual Funding Pool as approved by the CompensationC&HCM Committee based on performance against the CorporateCompany Performance Measure,Measures, and (2) Participants’ overall achievement rating (on a scale of 1-5) in performance of their individual goals, subject to payout ranges as a percentpercentage of target set forth in the MIP document and applicable limitations on payouts to the NEOs. Individual MIP Awards are paid out of the Actual Funding Pool. The MIP Awards for the Company’s executive officers other than the CEO are approved by the CompensationC&HCM Committee. The MIP Award for the CEO is approved by the independent members of the Board of Directors, upon recommendation from the CompensationC&HCM Committee. The
independent members of the Board and the C&HCM Committee, respectively, have discretion to modify the Actual Funding Pool payout for individuals based on the CEO's and the other NEOs' performance and achievement rating. For the NEOs in 2022, all received payouts based on the Compensation Committee used its discretionActual Funding Pool at 109% of the Target Funding Pool, in alignment with 2022 Company performance results equal to make payouts to NEOs under the MIP at 135%106% of the MIP Net Income Target (as defined below).
CorporateCompany Performance Measure
For 2021,2022, the CorporateCompany Performance Measure was net income for the fiscal year ended December 31, 2021,2022, as may be adjusted to accommodate non-recurring events (“MIP Net Income”). The CompensationC&HCM Committee chose MIP Net Income because it believes that it isprovides a useful metric in understanding the Company’s core earnings performance without the effects of certain events, items and transactions that management believes are unrelated to its core business and are therefore not necessarily indicative of its current performance or financial position.operations.
The CompensationC&HCM Committee established a range of funding for the Actual Funding Pool based on the Company’s actual MIP Net Income results relative to a specified performance target (“MIP Net Income Target”). The range of funding for the Actual Funding Pool was scaled such that performance above theat 80% of MIP Net Income target (net income of $150.1 million) would yield a payout of 80% of target, performance at MIP Net Income Target of $187.6 million would yield a greatertarget or 100% payout, and performance below the MIP Net Income Targetat 115% of target (net income of $215.7 million) would yield a lesser payout.payout of 125% of target. The CompensationC&HCM Committee also established a minimum performance threshold of 80% of the MIP Net Income Target to fund awards to our management committee, which includes our NEOs, and a minimum performance threshold of 50% of the MIP Net Income Target to fund awards to the rest of Participants. This scaled approach was intended to ensure that our financial results were the key element of the funding framework.
In 2021,2022, the Company generated $154.7$199.8 million in net income. For purposes of determining the Company’s level of achievement, the Compensation Committee adjusted for the after-tax impact of one-time charges related to the Company’s acquisition of Century, which resulted in MIP Net Income of slightly above $175.0 million. The Compensation Committee did not make any adjustments for the impact of the COVID-19 pandemic on the Company’s financial results. Pursuant to the previously established funding ranges, the level of the Company’s achievement of MIP Net Income represented performance equal to 135%106% of the MIP Net Income Target. Accordingly, the Board of DirectorsC&HCM Committee determined that the Corporate Performance Measure had been met, and the Actual Funding Pool was funded at a level that corresponded to 135%109% of the MIP Net Income Target.Target Funding Pool.
Individual Performance Goals
At the beginning of 2021,2022, the CompensationC&HCM Committee established individual performance goals for the CEO, and each NEO likewise set individual performance goals that aligned with the CEO’s goals, all as described below.goals. For 2021,2022, each of our NEOs’ individual performances were highly regarded and rated and contributed to the overall successful performance of the Company.
Mr. Rivers
For 2021, Mr. Rivers' individual performance goals consisted of the achievement of 2021 business plan objectives, integration of Century acquisition, commercial banking, insurance business, and marketing leadership succession, further development of DE&I, innovation and analytics initiatives, and community and industry leadership. The Compensation Committee determined that Mr. Rivers had achieved each of these goals at a high level, because in 2021, the Company, under Mr. Rivers's strategic vision and leadership, executed on its goal of pursuing opportunities to acquire banks in its existing and contiguous markets by acquiring Century; successfully integrated Century into its operations; identified and announced new leaders for its commercial banking, insurance business, and marketing groups, which delivered on succession plan objectives; launched the Company's “Road to Equity” action plan, which reflects greater intentionality in increasing DE&I across a number of areas of the Company; and advanced the Company's focus on leveraging technology to enhance customer experience and drive operating efficiencies and continued investment in fintech opportunities. The Compensation Committee also determined that Mr. Rivers, who also serves as the chair of the board of trustees of the Foundation, had met his individual performance goal with respect to community and industry leadership, after it considered that for 2021, the Foundation had made $15 million in contributions and grants, including $3.4 million in relief related to the COVID-19 pandemic.
Mr. Q. Miller
Mr. Q. Miller's individual performance goals for 2021 were the achievement of 2021 business line objectives, integration of Century acquisition, commercial banking and marketing leadership succession, further development of DE&I initiatives and community and industry leadership. Due to Mr. Q. Miller's significant contributions to the Company's acquisition and successful integration of Century into its operations; his leadership of the consumer and business banking and wealth management lines of business, including record annual sales levels by the latter; his role in identifying and transition planning for new leaders for the commercial banking and marketing groups; his significant contributions to the launch of the Company's Road to Equity action plan; and his leadership as a founder of the New Commonwealth Racial Equity and Social Justice Fund, which provides grants and other essential support to community groups and coalitions in the Commonwealth of Massachusetts that are working to fight racism, the Compensation Committee determined that Mr. Q. Miller had achieved each of his individual performance goals at a high level.
Mr. Fitzgerald
Mr. Fitzgerald's individual performance goals for 2021 included the achievement of 2021 business plan objectives, integration of Century acquisition, development and execution of capital management programs, further development of DE&I, innovation and analytics initiatives, and maintenance of strong compliance and control environment. Because of Mr. Fitzgerald's significant role in negotiating and completing the Century acquisition; his leadership in integration of Century's operations into that of the Company; his spearheading of the deployment of capital, including the payment of quarterly cash dividends to the Company's shareholders and implementation of the Company's inaugural share repurchase program; his work with our Chief Information Officer to plan for the adoption of a new broad-based technology solution related to digital account opening experience; and his management of the Company's Finance department and collaboration with the Company's chief audit executive, its Sarbanes-Oxley controls group and its external auditor to maintain a strong compliance and control environment at the Company in its first full year as a public company, the Compensation Committee determined each of Mr. Fitzgerald's individual performance goals had been achieved at a high level.
Mr. J. Miller
Mr. J. Miller's individual performance goals for 2021 included the achievement of 2021 business line objectives with respect to commercial banking, integration of Century within the Company's commercial banking operations, and leadership succession for the Company's commercial banking business line. In evaluating Mr. J. Miller's performance against such individual performance goals in 2021, the Compensation Committee considered that the Company had achieved a strong level of annual organic growth with respect to commercial loans, excluding the impact of loans made under the U.S. Small Business Administration's Paycheck Protection Program (“PPP”), under Mr. J. Miller's leadership; Mr. J. Miller's leadership in integrating Century's commercial banking operations into that of the Company; and his significant work to identify and develop future leaders of the commercial banking group and engage in related transition planning. The Company is well-positioned in 2022 to build on the organic growth of its commercial banking business, which is a key component of its strategy, as a result of Mr. J. Miller's leadership. Following such evaluation, the Compensation Committee determined that Mr. J. Miller had achieved each such individual goal at a high level.
Mr. Koegel
Individual performance goals for 2021 for Mr. Koegel included the achievement of 2021 business line objectives, integration of insurance agency acquisitions, and insurance business leadership succession. Although the Company's insurance business segment's annual revenues were impacted by a seasonal decline in revenues the fourth quarter, the Compensation Committee determined that Mr. Koegel had met his business line objectives goal because the segment acquired two insurance agencies in 2021 and developed a strong pipeline of potential acquisition targets, which aligned with the Company's strategy to pursue opportunistic acquisitions. The Compensation Committee also considered Mr. Koegel's leadership in the successful integration of both acquisition targets into the Company's insurance business, and his role in identifying and developing future leaders of the insurance group and related transition planning. As a result of Mr. Koegel's efforts in 2021, the Company's insurance business is well-positioned to continue its stated strategy of growth by acquisition. Following such evaluation, the Compensation Committee determined that Mr. Koegel had achieved each such individual goal at a high level.
At the beginning of 2021, the CompensationC&HCM Committee also established MIP targets and maximums for the NEOs’ 20212022 MIP awards as described below.early in 2022, subject to approval of independent members of the Board of Directors for the CEO. Notwithstanding such individual targets and maximums, our NEOs would not receive ahave received any MIP award if the Company’s performance achievement of MIP Net Income had been less than 80% of the MIP Net Income Target.
MIP Awards were granted to each NEO equal to 109% of their individual target award amounts, in alignment with overall Company performance on the Company Performance Measure and the Actual Funding Pool level at 106% of the MIP Net Income Target. While the independent members of the Board of Directors and C&HCM Committee have discretion to adjust MIP Awards based on individual performance, including for the CEO's and other NEOs' high performance ratings in 2022, respectively, they opted to align NEO's awards with overall Company performance. Accordingly, the MIP awards described below were approved:
35
| | | | | | | | | | | |
| Named Executive Officer | MIP Award Earned in 2022 ($) (1) | MIP Award as % of Target Award | MIP Award as % of Base Salary (2) |
| Robert F. Rivers | $976,100 | 109% | 98 | % |
| Quincy L. Miller | $385,900 | 109% | 65 | % |
| James B. Fitzgerald | $385,900 | 109% | 65 | % |
| Donald M. Westermann | $227,300 | 109% | 49 | % |
| Kathleen C. Henry | $227,300 | 109% | 49 | % |
| | | | | | | | | | | | | | | | | |
| Annual Short-Term Incentive Plan - Target and Maximum Award Opportunity |
| Target Award as % of Base Salary (1) | Total Award at Target | Maximum Award as % of Base Salary (1) | Total Award at Maximum | Maximum % of Target Award |
| Robert F. Rivers | 80% | $796,000 | 120% | $1,194,000 | 150% |
| Quincy L. Miller | 50% | $287,500 | 80% | $460,000 | 160% |
| James B. Fitzgerald | 50% | $287,500 | 80% | $460,000 | 160% |
| Jan A. Miller | 40% | $192,000 | 70% | $336,000 | 175% |
| John F. Koegel | 40% | $160,000 | 80% | $320,000 | 200% |
(1)For purposes of MIP calculations, “Base Salary” refers to a NEO's year-end base salary rate
Because the MIP was newly adopted in 2021 and represented a shift in our Company’s approach to short-term incentive compensation that reflected its new status a public company, and to drive cultural alignment amongst our employees with respect to the MIP’s pool funding concept, the Compensation Committee, with management’s support, exercised its discretion to grant MIP Awards to each NEO equal to 135% of their individual target award amounts, which was the same level of achievement as the Company’s achievement against the MIP Net Income Target. Accordingly, the Compensation Committee approved the MIP awards described below:
| | | | | | | | | | | |
| MIP Award Earned in 2021 ($) (1) | MIP Award as % of Target Award | MIP Award as % of Base Salary (2) |
| Robert F. Rivers | $ | 1,075,000 | | 135 | % | 108 | % |
| Quincy L. Miller | $ | 388,000 | | 135 | % | 68 | % |
| James B. Fitzgerald | $ | 388,000 | | 135 | % | 68 | % |
| Jan A. Miller | $ | 259,200 | | 135 | % | 54 | % |
| John F. Koegel | $ | 216,000 | | 135 | % | 54 | % |
(1) For purposes of MIP calculations, “Base Salary” refers to a NEO's year-end base salary rate
Long-Term Incentive Compensation
The Company's philosophy on long-term incentive compensation is to grant awards that provide incentives for NEOs to execute on longer term financial performance. For 2021, our NEOs received payouts of awards granted in 2017 underperformance objectives.
2022 Equity-Based LTIP Awards
During 2022, the Company's legacy LTIP, increased by a modifier approved by the Board of Directors in accordance with the terms of the LTIP. The CompensationC&HCM Committee also tookcontinued its steps to transition our historic cash-based long-term incentive compensation program to an equity-based program. As described under the “Transition of Long-Term Incentive Compensation: From Cash to Equity” section earlier in this CD&A, the C&HCM Committee determined the equity awards granted to senior management in 2022 would be delivered in part to “make-up” for the prior two years of missed long-term incentive awards. These initial awards were also intended to recognize the significant efforts and achievement in connection with the IPO, the Company’s acquisition of Century in November 2021, and other critical Company milestones achieved between 2019 and 2022. Accordingly, the size and terms of the 2022 awards reflected such considerations. The C&HCM Committee also determined the awards would be structured to reflect its commitment to putting forth a long-term incentive program that incentivizes executives to execute on longer-term financial goals that drive shareholder value creation and supports the Company’s leadership retention objectives, delivering awards 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 2022 awards were structured as follows:
Legacy | | | | | | | | |
| Equity Vehicle | Weight | Design At-A-Glance |
| Performance Share Units (PSUs) | 50%
(at Target)
| Rewards achievement of financial goals measured over a three-year performance period (January 1, 2022-December 31, 2024) and puts appropriate focus on long-term alignment and pay relative both to market peers and shareholder returns.
•Half of the target PSU opportunity (25% of the total equity award) is based on the Company's total shareholder return (“TSR”) performance relative to the performance of the KRX Banks*. •Half of the target PSU opportunity is based on the growth of the Company's operating earnings per share (“EPS”) relative to that of the KRX Banks*.
|
| Restricted Stock Units (RSUs) | 50% | RSUs will vest in equal installments over a five-year period tied to the anniversary of the grant date, March 1, 2022. |
*“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.
The table below shows the target long-term incentive award values granted in fiscal year 2022 for each of the NEOs:
| | | | | | | | | | | |
| Named Executive Officer | PSUs (at Target) | RSUs | Total Value* |
| Robert F. Rivers | $2,250,000 | $2,250,000 | $4,500,000 |
| Quincy L. Miller | $1,500,000 | $1,500,000 | $3,000,000 |
| James B. Fitzgerald | $1,500,000 | $1,500,000 | $3,000,000 |
| Donald M. Westermann | $1,000,000 | $1,000,000 | $2,000,000 |
| Kathleen C. Henry | $1,000,000 | $1,000,000 | $2,000,000 |
* Actual award amounts for RSUs and PSUs at target levels were determined based on the closing price of Company common stock on the date of grant on March 1, 2022, which was $21.08 per unit. The Stock award values shown in the Summary Compensation table vary slightly from the above due to (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.
A Closer Look at PSUs.
•PSUs will be eligible to become earned based on:
◦The Company’s total shareholder return (“TSR”) performance relative to the performance of the KRX Banks over the three-year performance period (January 1, 2022-December 31, 2024); and
•The growth of the Company's operating earnings per share (“EPS”) relative to that of the KRX Banks over the three-year performance period (January 1, 2022-December 31, 2024).
•The number of PSUs that can be earned range between 25% (threshold) and 150% (maximum) of the target award.
•If the Company's performance is below the threshold achievement level, no PSUs will be earned.
| | | | | | | | | | | |
| Performance Level (Relative Ranking) | PSUs Earned at the End of the Performance Period (% of Target) |
| TSR PSUs | EPS Growth PSUs |
| Less than 25th Percentile | (Below Threshold) | —% | —% |
| 25th Percentile | (Threshold) | 25% | 25% |
| 50th Percentile | (Target) | 100% | 100% |
| 75th Percentile or Higher | (Maximum) | 150% | 150% |
Note: Payouts are linearly interpolated for performance between threshold and maximum
Frozen LTIP Awards under Frozen Plan(Vesting and Payouts Under the Legacy LTIP)
The legacy LTIP is a legacy cash-based deferred compensation plan that was designed to link incentive compensation of NEOs and (other selected executive and senior officers) to factors such as the growth of Eastern’s capital, or, at the discretion of the Compensation Committee for awards paid out after our 2020 IPO,net income, Eastern’s adjusted retained earnings.
As described above, theearnings, or other factors. The LTIP was “frozen” in 2020, and the most recent awards under it were made in 2019. Under the terms of the LTIP, our NEOs willwere eligible to receive payouts in 20222023 and 20232024 for awards made in 2018 and 2019 (“Outstanding LTIP Awards”), respectively. All our NEOs are fully vested in all of their Outstanding
2018 LTIP Awards.
Vesting of Previous LTIP Awards
2018 LTIP awards were granted by the CompensationC&HCM Committee based on targets for cash compensation over a five-year grantperformance cycle and represent a percentage of the NEO’s base salary in the year granted. The LTIP awards granted in 2017 LTIP (“2017 LTIP Awards”) matured December 31, 2021 and were paid in March 2022 (including interest from the maturity date through the payment date). The target amounts represented 70% of 20172018 base salary for Mr. Rivers, 60% of 20172018 base salary for Messrs. Q. Miller, Fitzgerald and J. Miller and 25%Fitzgerald; and 40% of 20172018 base salary for Mr. Koegel. These cash payments are therefore shownWestermann and Ms. Henry. The 2018 LTIP Awards matured December 31, 2022 and were determined to have no value due to the LTIP calculation methodology using plan capital growth over the performance period. Specifically, plan capital growth includes, among other things, the change in accumulated other comprehensive income. Other comprehensive income includes the Summary Compensation Table as part of the NEOs' compensation for 2021.
Themark to market value of the 2017available-for-sale securities portfolio, which was significantly impacted by rising interest rates in 2022. As a result, no payments were made to the NEOs in March 2023 for the 2018 LTIP Awards paid for 2021 and the Outstandinggrants.
2019 LTIP Awards are. For the 2019 Awards, which mature December 31, 2023, a different LTIP calculation methodology was set at the time the award was granted such that those awards will primarily be based primarily uponon growth in the Company’s capital or adjustedof retained earnings as applicable, and are not tied to the value of our common stock. Inover targeted levels, rather than on plan capital growth.
calculating the growth in capital and adjusted retained earnings for periods after the IPO for purposes of determining LTIP target amounts, our Board of Directors excludes the proceeds from our IPO, as well as a theoretical return on the reinvestment of such proceeds partially offset by any direct and indirect costs of the offering, including incremental expenses required by the Conversion in connection with the IPO. After the five-year grant cycle for a particular LTIP award ends, the final appreciation is determined based on the cumulative growth in the Company’s capital or adjusted retained earnings, as applicable. In addition, the Board of Directors may apply a modifier in its discretion based on the Company's performance. The modifier can increase or decrease the value of the LTIP awards by up to 20%, as applied to the cumulative appreciation, to determine the final value of the LTIP awards then due to be paid. The two factors used by the Board of Directors to determine the application of the modifier are the Company’s performance as of September 30 during a five-year period relative to the group of peer banks, as measured against a scorecard of financial and operating measures reflective of the Company’s earnings, asset quality, capital and reserve and liquidity (“balanced scorecard”) and the Board of Directors’ assessment of management’s performance during the prior five-year period, using an assessment framework of the FDIC Safety & Soundness Exam ratings, which is similar to the six-factor Uniform Financial Institutions Rating System commonly referred to as CAMELS ratings.
2021 LTIP Award Payments
In March 2022, our NEOs received payments for 2017 LTIP Awards, which amounts include interest paid thereon from the maturation through the payment date. The value of the 2017 LTIP Awards was based on adjusted capital growth rate of 48.76% for the applicable five-year period (December 31, 2016 through December 31, 2021). The 2017 LTIP Awards also reflected the Board of Directors' application of a +15% modifier, as recommended by the Compensation Committee. The modifier was based on (a) the Company’s balanced scorecard results relative to peers, in which the Company tied with three others for seventh place out of 19 total peers; and (b) a five-year lookback of the Company's performance on the FDIC Safety & Soundness Exams for 2016 through 2020. The Board of Directors assessed such performance and adopted the +15% modifier.
The table below shows the value of the 20172018 LTIP Awards for Messrs. Rivers, Q. Miller, Fitzgerald J. Miller and Koegel,Westermann, and Ms. Henry, as well as the estimated values as of December 31, 20212022 of the 2019 Outstanding LTIP Awards. The value ofWhile the Outstanding LTIP Awards will change, as described above,NEOs received no cash awards in 2022 based primarily on the cumulative growth2018 LTIP methodology, the NEOs may receive cash awards in our capital or adjusted retained earnings, as applicable. Such values are likely to increase over time under2024 based on the terms of theapplicable 2019 LTIP as has occurred in past years with prior awards.methodology.
| | Long-Term Incentive Plan Payments (Grant Year / Payment Year) | |
| | Granted 2017
Payable in 2022 (1) | Granted 2018
Payable in 2023 (2) | Granted 2019
Payable 2024 (2) | Total | |
| Named Executive Officer | | Named Executive Officer | Granted 2018
Payable in 2023 | Granted 2019
Payable in 2024 (1) | Total |
| Robert F. Rivers | Robert F. Rivers | $ | 1,682,136 | | $ | 1,260,720 | | $ | 757,200 | | $ | 3,700,056 | | Robert F. Rivers | $0 | $1,098,000 | $1,098,000 |
| Quincy L. Miller | Quincy L. Miller | $ | 560,712 | | $ | 463,500 | | $ | 252,400 | | $ | 1,276,612 | | Quincy L. Miller | $0 | $366,000 | $366,000 |
| James B. Fitzgerald | James B. Fitzgerald | $ | 560,712 | | $ | 463,500 | | $ | 252,400 | | $ | 1,276,612 | | James B. Fitzgerald | $0 | $366,000 | $366,000 |
| Jan A. Miller | $ | 448,570 | | $ | 370,800 | | $ | 189,300 | | $ | 1,008,670 | | |
| John F. Koegel | $ | 100,928 | | $ | 92,700 | | $ | 78,875 | | $ | 272,503 | | |
| Donald M. Westermann | | Donald M. Westermann | $0 | $183,000 | $183,000 |
| Kathleen C. Henry | | Kathleen C. Henry | $0 | $137,250 | $137,250 |
|
(1)These amounts include interest paid thereon from the date of maturation through the date of payment.
(2)Values for the 2019 Outstanding LTIP Awards are estimated as of December 31, 20212022 and are likely tomay increase under the terms of the LTIP.LTIP, especially to the extent that the Company's net income increases.
TransitionOther Compensation Practices, Policies and Guidelines
Stock Ownership Guidelines
The Company’s Board of Long-Term Incentive CompensationDirectors believes that the Company’s most senior executives (including its NEOs) should hold meaningful equity ownership positions in the Company, in part to align the NEOs’ interests with those of the Company’s shareholders.Under the management stock ownership guidelines, each NEO is required to hold shares of the Company’s stock as set forth below:
| | | | | |
| Title | Multiple of Annual Base Salary |
| Chief Executive Officer | Five (5) Times |
| President and the Chief Financial Officer/Chief Administrative Officer | Three (3) Times |
| All Other Executive Officers | Two (2) Times |
To attain this ownership threshold, each NEO will have the longer of five (5) years from (i) the date of implementation of the stock ownership guidelines (September 2021), or (ii) the date that a NEO becomes a member of the Company’s management committee. There shall be a one-year holding period for 50% of a NEO’s vested shares (except in order to satisfy tax withholding obligations or to satisfy payment of an option exercise price) until the NEO has met, and continues to meet, his or her applicable minimum holding requirement.
Holdings that satisfy a NEO’s stock ownership requirement include all outstanding shares held, shares held through a 401(k), savings and profit-sharing plans, and all unvested time-based RSUs awarded to a NEO. Unvested awards of PSUs, stock options, warrants or other rights not listed above exercisable for or convertible into shares of common stock do not count towards satisfying the ownership requirement unless and until shares under such awards are issued to a NEO.
Compliance with stock ownership guidelines is evaluated annually. A NEO is not required to purchase additional shares to satisfy the applicable ownership requirement in the event of a decline in the Company’s stock price, but the NEO is generally prohibited from selling or transferring shares until the minimum ownership requirement has been achieved, except as otherwise determined by the C&HCM Committee. As described above,of December 31, 2022, all of our NEOs were in compliance with the Compensation Committee began planningstock ownership guidelines.
Clawback Policy
The Company has a formal Clawback Policy, which calls for the transitionrecovery of incentive-based compensation awards (whether cash or equity) to the NEOs, other executive officers and other covered employees if the relevant performance measure upon which the award is based is restated in a manner that would reduce the size of an award. The Clawback Policy empowers the C&HCM Committee to recover such excess compensation received during the three completed fiscal years preceding the date on which the Board of Directors determines an accounting restatement is required to be filed with the SEC to correct a material non-compliance with any financial reporting requirements under applicable securities laws.
In October 2022, the SEC adopted new, final rules on clawback recovery of executive compensation. The Company intends to review and revise its Clawback Policy as needed to comply with any forthcoming Nasdaq requirements that are adopted pursuant the new SEC rules.
Anti-Hedging and Anti-Pledging Policy
The Company has an Insider Trading Policy that, among other things, prohibits all our employees (including officers) and directors from engaging in hedging or other speculative transactions relating to shares of the Company's long-term incentiveCompany’s stock. Prohibited transactions include short sales, derivative securities (such as put and call options, or other similar instruments) and other hedging transactions (such as equity swaps, prepaid variable forwards, or similar instruments), or any transactions that have or are designed to have the effect of hedging or offsetting any decrease in the market value of the Company’s securities. In addition, Section 16 officers and directors are generally prohibited from holding the Company’s securities in a margin account or otherwise pledging the Company’s securities as collateral for a loan.
No Tax Gross Ups
Our C&HCM Committee has determined that no tax gross-ups for purposes of excess parachute payments under Section 280G of the Code (“Section 280G”) shall be provided to our executives as part of our executive compensation programprogram. The dollar amount of the severance payment due under our CiC Agreements (as defined and further described below) will not be reduced in order to avoid an excess parachute payment under Section 280G, except in circumstances in which the application of the excise tax under Section 4999 of the Code (“Section 4999”) on the full amount of severance and other compensation deemed to be more alignedan excess parachute payment under Section 280G would leave the executive with public companya lower net after-tax amount than having the severance and other compensation practicesreduced to the extent necessary so the excise tax would not apply. In circumstances in which the amount of severance and shareholder value creation by freezingother compensation deemed to be a parachute payment under Section 280G is not reduced, the LTIPexecutive 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.
Double Trigger Change in 2020.Control Agreements
The Company entered into change in control agreements (“CiC Agreements”) with the NEOs and its most senior executive officers. With certain exceptions noted below, the CiC Agreements are substantially similar to each other, and provide that if, during a potential change in control period or within 18 months after the consummation of a change in control, the executive’s employment is involuntarily terminated for reasons other than for “cause,” disability or death, or the executive voluntary resigns for “good reason,” the executive would be entitled to a lump sum severance payment equal to a multiple of (a) his or her base salary, plus (b) the greater of the executive’s annual bonus for the year in which the termination occurred and the average of the executive’s bonuses for the three years immediately preceding the year in which the termination occurred. For Messrs. Rivers and Miller, the applicable multiplier is 300%; for each of the other executives (Messrs. Fitzgerald and Westermann and Ms. Henry), the multiplier is 200%. As noted above, any payment required under the CiC Agreements will be reduced to the extent necessary to avoid penalties under Section 280G, but only if such reduction would result in a result of this decision,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 executive officers did not receive long-term compensation awardsemployees 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 202018 months or 2021. The Compensation Committee anticipated replacing the LTIP withNEO’s COBRA health continuation period, whichever ends earlier, in an equity-based long-term incentive compensation program, followingamount equal to the Company's IPO and shareholder approval of an equity incentive compensation plan, and likewise anticipatedmonthly employer contribution that the then-current LTIP participants, including our NEOs,Company would be granted “make-up awards”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 compensated them for two years of missed awards. However,allows the timing ofNEO to exclude such payments from income, unless the Company's adoption of an equity-based incentive compensation program was constrained by applicable state banking regulations, which prohibited the adoption of such a plan for a full year following the Company's October 2020 IPO, and the requirementNEO’s COBRA health continuation period ends prior to seek shareholder approval of an equity plan in accordance with applicable SEC and Nasdaq rules. Both constraints meant that the 2021 Equity Plan was not adopted until the end of the fourth quarter of 2021.
Equity awardseighteen-month payment period or the Company reasonably determines such payment to be discriminatory under the 2021 Equity Plan were granted to NEOs beginning in 2022. The Compensation Committee determined to make one-time equity incentive awards to senior management in 2022 in part to “make-up” for the two years of missed long-term incentive compensation. The Compensation Committee intends to make long-term incentive grants of market-based annual equity awards under the 2021 Equity Plan beginning in 2023. For more information about these one-time equity awards, see “Long-Term Equity Incentive Awards” below.
In 2021, Messrs. J. Miller and Koegel each indicated their intention to step down as executive officers after the endSection 105(h) of the year. Each had a considerable impact onCode.
Severance Agreements
The provision of reasonable severance benefits can be important in recruiting and retaining key executives.Thus, the successCompany has in place separate agreements with two NEOs, Messrs. Rivers and Miller, governing certain terms of our Company during their tenures, most especially during the two years during which long-term incentive awards were not granted. Each had led critical lines of the Company's business, respectively, which contributed to the Company's financialemployment with and operating results, and advanced the Company's strategic initiatives, including its IPO and acquisition of Century. The Company's shareholders have benefitedseparation from the effortsCompany in circumstances not involving a change in control of each of Messrs. J. Miller and Koegel in 2020 and 2021, including:
•Mr. J. Miller, who has led our commercial banking group since our acquisition of Wainwright Bank in 2010 grew the Company's commercial banking business to achieve strong levels of disciplined organic growth, including 7% growth on annualized basis for 2021 (excluding the impact of PPP loans), which is aligned with the Company's key areas of strategic focus. He also facilitated its expansion into different industry verticals in connection with the Century acquisition, and identified and developed new leaders within our commercial banking group, which resulted in a smooth leadership transition.
•Mr. Koegel, who was named president and chief executive officer of our Eastern Insurance Group LLC subsidiary, referred to as EIG, in 2019, had been with EIG since 2003, during which time it has grown to be the 34th largest property and casualty agency in the United States. The Company's insurance business remained robust under Mr. Koegel's leadership and has provided the Company with a meaningful diversification of its revenue streams, particularly in 2020. He was also instrumental in developing a specialized team that identifies and sources potential strategic transactions in the insurance industry, which represents a key strategic initiative of the Company. EIG completed two insurance agency acquisitions in 2020 and two more in 2021. Mr. Koegel has remained in a part-time, non-executive officer role to continue identifying future insurance agency acquisitions.
Each had served as a critical member of the executive management team that had guided our Company through many key milestones, including most significantly, its IPO in 2020 and the largest acquisition in its history of Century in 2021. Notably, although the significant contributions of Messrs. J. Miller and Koegel in 2020 and 2021 benefited the Company's shareholders, neither received long-term incentive awards for such efforts in either year due to the Company's decision to freeze the LTIP. Despite awareness of the potential to receive one-time “make-up” equity awards in 2022, Messrs. J. Miller and Koegel each made the personal decision to step down from their strategic roles at the end of 2021.
Due to their impending departures, Messrs. J. Miller and Koegel would not have been eligible to receive the one-time equity incentive awards that the Compensation Committee intended to grant in 2022. Therefore, in order to fairly compensate them for having missed out on long-term incentive compensation awards in 2020 and 2021, the Compensation Committee approved the Replacement LTI Awards in the amounts of $2,000,000 for Mr. J. Miller and $1,500,000 Mr. Koegel. The Compensation Committee's decision to approve the Replacement LTI Awards reflects its consideration of unique circumstances related to timing of their departure as executive officers, the transitional state of the Company's long-term incentive compensation program in 2021, and principles of equity and fairness. The Replacement LTI Awards were paid in 2021 and are not considered severance payments. As incentive compensation, the Replacement LTI Awards are subject to the Company's Clawback Policy (as described further below). The Compensation Committee does not consider cash payments or awards to be a component of the Company's long-term incentive compensation program and does not intend to make any future cash payments as part of long-term incentive compensation of our NEOs.
Long-Term Equity Incentive Awards
Equity incentive awards were not part of our NEO compensation program in 2021 due to the timing of the adoption of the 2021 Equity Plan. The Compensation Committee determined to grant one-time equity incentive compensation awards to the Company's executive officers then serving, including Mr. Rivers, Mr. Fitzgerald, Mr. Q. Miller and certain other employees (“One-Time Equity Award Recipients”) as a means to make-up for two missed years of long-term incentive awards for 2020 and 2021 and also to reflect a 2022 award. Such awards were also intended to recognize One-Time Equity Award Recipients' significant efforts and achievement in connection with the IPO, the Company's recent acquisition of Century, and other key Company milestones achieved over the last several years. Accordingly, the size and terms of such awards reflected such considerations.
In February 2022, the Compensation Committee approved, and with respect to Mr. Rivers, recommended that the Board approve, these one-time equity incentive compensation awards under the 2021 Equity Plan (“One-Time Equity Awards”) to the One-Time Equity Award Recipients, such awards to be granted on March 1, 2022. In approving the One-Time Equity
Awards to Messrs. Fitzgerald and Q. Miller, and recommending that the Board approve a One-Time Equity Award to Mr. Rivers, the Compensation Committee also considered that the SERP, in which they participate, had been frozen as of December 31, 2021, and that as a result, the Company would not be making any further additional contributions on their behalf after the Plan Freeze Date (as defined below).
In determining to grant One-Time Equity Awards, the Compensation Committee approved an aggregate award amount (“Equity Award Amount”) for each One-Time Equity Award Recipient and further determined that 50% of the Equity Award Amount would be granted as an award of restricted stock units (“One-Time RSU Award”) and 50% would be granted as two awards of performance stock units of equal size (each, a “One-Time PSU Award”) based on the Company's relative achievement, respectively, against a corporate performance measure, in each case over a three-year performance period ending on December 31, 2024 (the “Performance Period”). The Compensation Committee's recommendation to the Board with respect to Mr. Rivers's One-Time Equity Award, which the Board did approve, reflected this approach. The Compensation Committee adopted this blended approach to equity incentive compensation awards to align with the Company's pay-for-performance principles and provide appropriate incentives for long-term shareholder value creation while also serving as a retention tool for the Company. The use of performance-based awards puts appropriate focus on long-term alignment and pay relative both to market peers and shareholder returns.
The One-Time RSU Awards and the One-Time PSU Awards will be subject to the terms of award agreements, the forms of which were previously filed with the SEC. The One-Time RSU Awards will vest pro rata over a five-year period tied to the anniversary of the grant date, November 30, 2021. The first One-Time PSU Award will be eligible to become earned PSUs based on the Company's total shareholder return (“TSR”) performance relative to the performance of the KRX Banks (as defined below) following the conclusion of the Performance Period. The second One-Time PSU Award will be eligible to become earned PSUs based on the growth of the Company's operating earnings per share (“EPS”) relative to that of the KRX Banks over the Performance Period, as compared to their respective EPS for fiscal year 2021. The KRX refers to the KBW Regional Banking Index, an index that is designed to track the performance of U.S. regional banks and thrifts that are publicly traded in the U.S. The KRX Banks refers to the banks that comprise the KRX as of the last day of the Performance Period, excluding any non-U.S. banks (which includes Puerto Rican banks for purposes of these calculations), banks that are targets of pending acquisitions, and banks that do not have three years of performance history or trading data.Eastern. Under the terms of the 2021 Equity Plan, the Compensation Committee may modify either corporate performance measure, in whole or in part, if it determines that a changethose agreements, in the business, operations, corporate structureevent 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 capital structureother 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 Company orannual incentive payment to which the mannerexecutive would have been eligible under the MIP (described above) during the calendar year in which the termination date falls. The executive will also receive full vesting of benefits in existing grants under the Bank’s legacy LTIP. If Mr. Rivers elects COBRA coverage, Mr. Rivers will also receive 24 months of continued participation in Eastern group health and dental insurance plans, with Eastern Bank paying or reimbursing Mr. Rivers 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 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.
Risk Assessments of Incentive Compensation Plans
The Company conducts its business or other events or circumstances render such corporate performance measurea continuous review of compensation programs from design to be unsuitable.
Basedactual results. This helps ensure that employees are not driven to take excessive risk that could have a significant negative impact on the Company’s relative performance against the applicable corporate performance measure, the number of earned PSUs for a One-Time PSU Award can range between 25% (threshold)annual results or future safety and 150% (maximum)soundness of the target award. Ifinstitution. The Company’s compensation philosophy is “risk-reflective,” meaning the Company'spay structure and programs are created to appropriately reward the returns from acceptable risk-taking through optimal pay mix, performance is belowmetrics, calibration and timing. Employees eligible for incentives or commissions for new business are not permitted to make credit, investment, or consumer pricing decisions independently. The Company has no “highly-leveraged” incentive plans. Plan sponsors, who are those executives in charge of business lines in which incentive plans exist, are not eligible for awards under the threshold achievement level, no PSUs will be earned.plans they sponsor. All incentive and commission plans are tied to performance metrics related to revenue and/or profitability and all incentive plans have a trigger, where payments are not made if certain profitability hurdles are not met by the Company. Finally, all incentive plans undergo an annual incentive plan risk assessment
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Performance Achievement Levels for One-Time PSU Awards |
| Company's Percentile Rank | Less than 25th | 25th | 30th | 35th | 40th | 45th | 50th | 55th | 60th | 65th | 70th | 75th or higher |
| Award Value as a Percentage of Target | —% | 25% | 40% | 55% | 70% | 85% | 100% | 110% | 120% | 130% | 140% | 150% |
| Achievement Level | | Threshold | | | | | Target | | | | | Maximum |
In future years,led by leaders from the Compensation Committee anticipates that it will grant market-based annual equity awardsInternal Audit, Enterprise Risk Management, Legal and Human Resources Departments, with the results reported to the Company's executive officers, which are also expected to include both time-based and performance-based awards. The first such annual equity awards are expected to be made in 2023. Any future grant of a market-based annual equity award to Mr. Rivers will be recommended by the Compensation Committee and approved by the full Board.C&HCM Committee.
Other ProgramsStock Ownership Guidelines
Benefit Plans
401(k) Plan. Our 401(k) Plan allowsThe Company’s Board of Directors believes that the Company’s most senior executives and other plan participants(including its NEOs) should hold meaningful equity ownership positions in the Company, in part to make elective deferrals of their compensation toalign the 401(k) Plan up to limitsNEOs’ interests with those of the Internal Revenue Service (“IRS“) and in 2021Company’s shareholders.Under the Company made a safe harbor contribution to eligible participants’ accounts equal to 3% of the participant’s plan compensation earned during the plan year subject to IRS limits.
Employee Stock Ownership Plan. In connection with the Company's IPO, Eastern Bank adopted the ESOP, an employeemanagement stock ownership plan, for eligible employees. Management believes the ESOP aligns the interests of all eligible employees – not just senior executives – with shareholdersguidelines, each NEO is required to create better alignment with total shareholder value.
At the time of the offering, the ESOP trustee purchased 14,940,652hold shares of the Company’s common stock funded with a loanas set forth below:
| | | | | |
| Title | Multiple of Annual Base Salary |
| Chief Executive Officer | Five (5) Times |
| President and the Chief Financial Officer/Chief Administrative Officer | Three (3) Times |
| All Other Executive Officers | Two (2) Times |
To attain this ownership threshold, each NEO will have the longer of five (5) years from (i) the Company (“ESOP Loan”). The ESOP Loan is repaid principally through Eastern Bank’s contribution to the ESOP and dividends payable on common stock held by the ESOP over the termdate of implementation of the loan. The ESOP’s independent trustee holdsstock ownership guidelines (September 2021), or (ii) the shares purchased by the ESOP in an unallocated suspense account, and releases shares ondate that a pro rata basis as the loan is repaid. Released shares are allocated among participants on the basis of each participant’s proportional share of compensation relative to the compensation of all participants. A participant cliff-vests in their benefits after three years of vesting service with Eastern Bank orNEO becomes a participating subsidiary. Credited service includes both calendar years of service from January 1, 2020 (the initial effective datemember of the ESOP)Company’s management committee. There shall be a one-year holding period for 50% of a NEO’s vested shares (except in order to satisfy tax withholding obligations or to satisfy payment of an option exercise price) until the NEO has met, and yearscontinues to meet, his or her applicable minimum holding requirement.
Holdings that satisfy a NEO’s stock ownership requirement include all outstanding shares held, shares held through a 401(k), savings and profit-sharing plans, and all unvested time-based RSUs awarded to a NEO. Unvested awards of vesting service that a participant has earned under the Bank’s defined benefit pension plan prior to the adoption of the ESOP. A participant also will become fully vested in their benefit upon normal retirement, early retirement, deathPSUs, stock options, warrants or disability, a change in control,other rights not listed above exercisable for or termination of the ESOP. A vested participant is entitled to receive a distribution from the ESOP upon separation from service or, if earlier, plan termination. The ESOP permits a participant to direct the trustee as to how to vote theconvertible into shares of common stock allocated to their account. The ESOP trustee votes unallocated shares and allocated shares for which participants do not provide voting instructions oncount towards satisfying the ownership requirement unless and until shares under such awards are issued to a matterNEO.
Compliance with stock ownership guidelines is evaluated annually. A NEO is not required to purchase additional shares to satisfy the applicable ownership requirement in the same ratio as those shares for which participants provide instructions, subject to fulfillmentevent of the trustee’s fiduciary responsibilities.
In October 2021, a portion of the ESOP Loan was repaid, and in March 2022, the ESOP trustee allocated shares to eligible participants for 2021. The Company makes allocations annually to eligible participants in accordance with the terms of the ESOP. Each of Messrs. Rivers, Q. Miller, Fitzgerald, J. Miller and Koegel received allocations of 863 shares (fractional shares have been rounded down) for 2021. Each of our NEOs is fully vested in his benefit under the ESOP.
Defined Benefit Pension Plan. Eastern Bank provides pension benefits to its employees, including our NEOs, through membershipdecline in the Savings Bank Employees’ Retirement Association (“SBERA”). The plan (“Pension Plan”)Company’s stock price, but the NEO is a noncontributory, defined benefit plan. Our annual contribution togenerally prohibited from selling or transferring shares until the defined benefit plan is based upon standards establishedminimum ownership requirement has been achieved, except as otherwise determined by the Pension Protection Act. The contribution is based on an actuarial method intended to provide not only for benefits attributable to service to date, but also for those expected to be earned in the future. In November 2020, the Pension Plan converted from a “traditional pension plan” with a benefit formula based on age, service and salary, to a “cash balance” defined benefit plan.
Supplemental Executive Retirement Plan. Eastern maintains the SERP, in which Messrs. Rivers, Q. Miller, Fitzgerald and J. Miller participated in 2021. Under the SERP, each participating executive becomes entitled to receive a benefit following his or her separation from service. During the executive’s service with the Company, his account was credited monthly by Eastern Bank at 20% of his salary and annually at 20% of his short-term incentive compensation. A participating executive officer is entitled to a payout of his SERP account balance as a lump sum or in annual installments, as determined in accordance with the terms of the plan. Each executive’s SERP benefit vests over a 10-year period commencing at 50% after five years of service and 10% each year thereafter. However, a participant will be fully vested if retirement eligible or upon death or disability, as described further in the plan document.C&HCM Committee. As of December 31, 2021, Messrs. Rivers, Fitzgerald and J. Miller are fully vested in their SERP benefits due to being retirement eligible and Mr. Q. Miller is 60% vested. Mr. Koegel did not participate in the SERP.
In July 2021, the Compensation Committee approved an amendment to the SERP (“SERP Amendment”), pursuant to which the SERP froze effective as of December 31, 2021 (the “Plan Freeze Date”). Following adoption of the SERP Amendment, the monthly percentage contributed by the Company on an executive’s salary and short-term incentive compensation earned after the Plan Freeze Date are zero, except with respect to compensation that is attributed to an executive’s service in 2021 that is paid on or before March 15, 2022, (“Residual Bonus Compensation”). The percentage contribution on the Residual Bonus Compensation was the same as the monthly percentage contribution credited to participants’ accounts prior to adoption of the SERP Amendment. Under the terms of the SERP Amendment, participants’ accounts will continue to be administered in accordance with the SERP plan documents until their respective separations from service. The Compensation Committee believes its decision to freeze the SERP was consistent with its decision to focus on long-term compensation programs that are more aligned with shareholder value creation, such as the 2021 Equity Plan.
Benefit Equalization Plan. The Company maintains a non-qualified benefit equalization plan (“BEP”) to provide a pension supplement to restore pension benefits for employees who are not eligible for Company contributions under the terms of the SERP and whose compensation exceeds the annual statutory compensation maximum that can be considered under the defined benefit plan, and/or exceeds the annual permitted pension benefit amount under the Internal Revenue Code of 1986, as amended (the “Code”). The benefit formula is the same as provided in the Pension Plan, with an offset for benefits provided by that plan. In connection with the conversion of the Pension Plan to a cash balance plan, the BEP was also amended to a cash
balance format on November 1, 2020. Benefits generally are paid in a lump sum in the January following retirement or death. Mr. Koegel participated in the BEP in 2021. None of the others NEOs participated in the BEP in 2021, since they received Company contributions to their SERP accounts. Because the SERP was frozen as of the Plan Freeze date, its participants expect to participate in the BEP in future years.
409A Deferred Compensation Plans. The Company maintains two 409A deferred compensation plans — one for Eastern Bank employees (“409A Plan”) and one for Eastern Insurance Group LLC employees (“EIG SERP”). Each of these plans allow directors and selected executives to defer compensation under non-qualified deferred compensation plans. As of December 31, 2021, Mr. J. Miller participated in the 409A Plan and Mr. Koegel participated in the EIG SERP. Amounts that have been deferred by our NEOs are fully vested. Although each of these plans permits employer contributions, none were made by the Company in 2021.
Executive Perquisites
Executive perquisites are not a core component of our executive compensation program. We do offer, however, our NEOs allowances for automobiles and parking. Prior to 2021, the Company offered a gas perquisite to NEOs, but determined to retire this perquisite in 2021. Our NEOs are entitled to reimbursement for costs associated with membership in a country club, but all of our NEOs declined to accept these club feeswere in 2021.compliance with the stock ownership guidelines.
Compensation Practices, Policies and Guidelines
Clawback Policy
The Compensation Committee believes that it isCompany has a compensation governance best practice and a reinforcement of the Company’s compensation philosophy to have in place aformal Clawback Policy, which calls for the recovery of incentive-based compensation awards (whether cash or equity) to the NEOs, other executive officers and other covered employees if the relevant performance measure upon which the award is based is restated in a manner that would reduce the size of an award. The Clawback Policy empowers the CompensationC&HCM Committee to recover such excess compensation received during the three completed fiscal years preceding the date on which the Board of Directors determines an accounting restatement is required to be filed with the SEC to correct a material non-compliance with any financial reporting requirements under applicable securities laws.
In October 2022, the SEC adopted new, final rules on clawback recovery of executive compensation. The Company intends to review and revise its Clawback Policy as needed to comply with any forthcoming Nasdaq requirements that are adopted pursuant the new SEC rules.
Anti-Hedging and Anti-Pledging Policy
The Company has an Insider Trading Policy that, among other things, prohibits all our employees (including officers) and directors from engaging in hedging or other speculative transactions relating to shares of the Company’s stock. Prohibited transactions include short sales, derivative securities (such as put and call options, or other similar instruments) and other hedging transactions (such as equity swaps, prepaid variable forwards, or similar instruments), or any transactions that have or are designed to have the effect of hedging or offsetting any decrease in the market value of the Company’s securities. In addition, Section 16 officers and directors are generally prohibited from holding the Company’s securities in a margin account or otherwise pledging the Company’s securities as collateral for a loan.
No Tax Gross Ups
Our C&HCM Committee has determined that no tax gross-ups for purposes of excess parachute payments under Section 280G of the Code (“Section 280G”) shall be provided to our executives as part of our executive compensation program. The dollar amount of the severance payment due under our CiC Agreements (as defined and further described below) will not be reduced in order to avoid an excess parachute payment under Section 280G, except in circumstances in which the application of the excise tax under Section 4999 of the Code (“Section 4999”) on the full amount of severance and other compensation deemed to be an excess parachute payment under Section 280G would leave the executive with a lower net after-tax amount than having the severance and other compensation reduced to the extent necessary so the excise tax would not apply. In circumstances in which the amount of severance and other compensation deemed to be a parachute payment under Section 280G is not reduced, the executive would owe the excise tax under Section 4999 and would not be entitled to a gross-up or reimbursement of that excise tax payment under his or her CiC Agreement.
Double Trigger Change in Control Agreements
The Company entered into change in control agreements (“CiC Agreements”) with the NEOs and its most senior executive officers. With certain exceptions noted below, the CiC Agreements are substantially similar to each other, and provide that if, during a potential change in control period or within 18 months after the consummation of a change in control, the executive’s employment is involuntarily terminated for reasons other than for “cause,” disability or death, or the executive voluntary resigns for “good reason,” the executive would be entitled to a lump sum severance payment equal to a multiple of (a) his or her base salary, plus (b) the greater of the executive’s annual bonus for the year in which the termination occurred and the average of the executive’s bonuses for the three years immediately preceding the year in which the termination occurred. For Messrs. Rivers and Miller, the applicable multiplier is 300%; for each of the other executives (Messrs. Fitzgerald and Westermann and Ms. Henry), the multiplier is 200%. As noted above, any payment required under the CiC Agreements will be reduced to the extent necessary to avoid penalties under Section 280G, 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.
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 two NEOs, Messrs. Rivers 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. The executive will also receive full vesting of benefits in existing grants under the Bank’s legacy LTIP. If Mr. Rivers elects COBRA coverage, Mr. Rivers will also receive 24 months of continued participation in Eastern group health and dental insurance plans, with Eastern Bank paying or reimbursing Mr. Rivers 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 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.
Risk Assessments of Incentive Compensation Plans
The Company conducts a continuous review of compensation programs from design to actual results. This helps ensure that employees are not driven to take excessive risk that could have a significant negative impact on the Company’s annual results or future safety and soundness of the institution. The Company’s compensation philosophy is “risk-reflective,” meaning the pay structure and programs are created to appropriately reward the returns from acceptable risk-taking through optimal pay mix, performance metrics, calibration and timing. Employees eligible for incentives or commissions for new business are not permitted to make credit, investment, or consumer pricing decisions independently. The Company has no “highly-leveraged” incentive plans. Plan sponsors, who are those executives in charge of business lines in which incentive plans exist, are not eligible for awards under the plans they sponsor. All incentive and commission plans are tied to performance metrics related to revenue and/or profitability and all incentive plans have a trigger, where payments are not made if certain profitability hurdles are not met by the Company. Finally, all incentive plans undergo an annual incentive plan risk assessment
led by leaders from the Internal Audit, Enterprise Risk Management, Legal and Human Resources Departments, with the results reported to the C&HCM Committee.
Stock Ownership Guidelines
The Company’s Board of Directors believes that the Company’s most senior executives (including its NEOs) should hold meaningful equity ownership positions in the Company, in part to align the NEOs’ interests with those of the Company’s shareholders. Accordingly, in September 2021, the Board of Directors adopted the management stock ownership guidelines set forth below.
Under the management stock ownership guidelines, each NEO is required to hold shares of the Company’s stock as set forth below:
•The Chief Executive Officer shall hold five (5) times the value of his or her annual base salary in shares of the Company’s stock;
•The President and the Chief Financial Officer/Chief Administrative Officer shall hold three (3) times the value of his or her annual base salary in shares of the Company’s stock; and | | | | | |
| Title | Multiple of Annual Base Salary |
| Chief Executive Officer | Five (5) Times |
| President and the Chief Financial Officer/Chief Administrative Officer | Three (3) Times |
| All Other Executive Officers | Two (2) Times |
•All other executive officers shall hold two (2) times the value of his or her base salary in shares of the Company’s stock.
To attain this ownership threshold, each NEO will have the longer of five (5) years from (i) the date of implementation of the stock ownership guidelines (September 2021), or (ii) the date that a NEO becomes a member of the Company’s management committee. There shall be a one-year holding period for 50% of a NEO’s vested shares (except in order to satisfy tax withholding obligations or to satisfy payment of an option exercise price) until the NEO has met, and continues to meet, his or her applicable minimum holding requirement.
Holdings that satisfy a NEO’s stock ownership requirement include all outstanding shares held, shares held through a 401(k), savings and profit sharingprofit-sharing plans, and all unvested time-based RSUs awarded to a NEO. Unvested awards of PSUs, stock options, warrants or other rights not listed above exercisable for or convertible into shares of common stock do not count towards satisfying the ownership requirement unless and until shares under such awards are actually issued to a NEO.
Compliance with stock ownership guidelines is evaluated annually and was evaluated for the first time as of January 1, 2022.annually. A NEO is not required to purchase additional shares to satisfy the applicable ownership requirement in the event of a decline in the Company’s stock price, but the NEO is generally prohibited from selling or transferring shares until the minimum ownership requirement has been achieved, except as otherwise determined by the CompensationC&HCM Committee. As of January 1,December 31, 2022, all of our NEOs were in compliance with the stock ownership guidelines.
Clawback Policy
The Company has a formal Clawback Policy, which calls for the recovery of incentive-based compensation awards (whether cash or equity) to the NEOs, other executive officers and other covered employees if the relevant performance measure upon which the award is based is restated in a manner that would reduce the size of an award. The Clawback Policy empowers the C&HCM Committee to recover such excess compensation received during the three completed fiscal years preceding the date on which the Board of Directors determines an accounting restatement is required to be filed with the SEC to correct a material non-compliance with any financial reporting requirements under applicable securities laws.
In October 2022, the SEC adopted new, final rules on clawback recovery of executive compensation. The Company intends to review and revise its Clawback Policy as needed to comply with any forthcoming Nasdaq requirements that are adopted pursuant the new SEC rules.
Anti-Hedging and Anti-Pledging Policy
The Company has an Insider Trading Policy that, among other things, prohibits all of our employees (including officers) and directors from engaging in hedging or other speculative transactions relating to shares of the Company’s stock. Prohibited transactions include short sales, derivative securities (such as put and call options, or other similar instruments) and other hedging transactions (such as equity swaps, prepaid variable forwards, or similar instruments), or any transactions that have or are designed to have the effect of hedging or offsetting any decrease in the market value of the Company’s securities. In addition, Section 16 officers and directors are generally prohibited from holding the Company’s securities in a margin account or otherwise pledging the Company’s securities as collateral for a loan.
No Tax Gross Ups
Our CompensationC&HCM Committee has determined that no tax gross-ups for purposes of excess parachute payments under Section 280G of the Code (“Section 280G”) shall be provided to our executives as part of our executive compensation program. The dollar amount of the severance payment due under our CiC Agreements (as defined and further described below) will not be reduced in order to avoid an excess parachute payment under Section 280G, except in circumstances in which the application of the excise tax under Section 4999 of the Code (“Section 4999”) on the full amount of severance and other compensation deemed to be an excess parachute payment under Section 280G would leave the executive with a lower net after-tax amount than having the severance and other compensation reduced to the extent necessary so the excise tax would not apply. In circumstances in which the amount of severance and other compensation deemed to be a parachute payment under Section 280G is not reduced, the executive would owe the excise tax under Section 4999 and would not be entitled to a gross-up or reimbursement of that excise tax payment under his or her CiC Agreement.
Double Trigger Change in Control Agreements
In connection with the IPO in 2020, theThe Company entered into change in control agreements (“CiC Agreements”) with the NEOs and its most senior executive officers. With certain exceptions noted below, the CiC Agreements are substantially similar to each other, and provide that if, during a potential change in control period or within 18 months after the consummation of a change in control, the executive’s employment is involuntarily terminated for reasons other than for “cause,” disability or death, or the executive voluntary resigns for “good reason,” the executive would be entitled to a lump sum severance payment equal to a multiple of (a) his or her base salary, plus (b) the greater of the executive’s annual bonus for the year in which the termination occurred and the average of the executive’s bonuses for the three years immediately preceding the year in which the termination occurred. For Messrs. Rivers and Q. Miller, the applicable multiplier is 300%; for each of the other executives including Messrs.(Messrs. Fitzgerald J. Miller and Koegel,Westermann and Ms. Henry), the multiplier is 200%. As noted above, any payment required under the CiC Agreements will be reduced to the extent necessary to avoid penalties under Section 280G, 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.
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 two NEOs, Messrs. Rivers and Q. 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. The executive will also receive full vesting of benefits in existing grants under Easternthe Bank’s legacy LTIP. If Mr. Rivers elects COBRA coverage, Mr. Rivers will also receive 24 months of continued participation in Eastern group health and dental insurance plans, with Eastern Bank paying or reimbursing Mr. Rivers for the cost of such premiums, and Mr. Q. Miller will receive a lump sum payment equivalent to 24x the amount of Eastern’s standard monthly contributions to Mr. Q. Miller’s Eastern Bank group health and dental insurance premiums. The agreements provide for certain restrictive covenant obligations, which include each of Messrs. Rivers and Q. 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. Q. 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.
Risk Assessments of Incentive Compensation Plans
The Company conducts a continuous review of compensation programs from design to actual results. This helps ensure that employees are not driven to take excessive risk that could have a significant negative impact on the Company’s annual results or future safety and soundness of the institution. The Company’s compensation philosophy is “risk-reflective,” meaning the pay structure and programs are created to appropriately reward the returns from acceptable risk-taking through optimal pay mix, performance metrics, calibration and timing. Employees eligible for incentives or commissions for new business are not permitted to make credit, investment, or consumer pricing decisions independently. The Company has no “highly-leveraged” incentive plans. Plan sponsors, who are those executives in charge of business lines in which incentive plans exist, are not eligible for awards under the plans they sponsor. All incentive and commission plans are tied to performance metrics related to revenue and/or profitability and all incentive plans have a trigger, where payments are not made if certain profitability hurdles are not met by the Company. Finally, all incentive plans undergo an annual incentive plan risk assessment lead
led by leaders from the Internal Audit, Enterprise Risk Management, Legal and Human Resources Departments, with the results reported to the CompensationC&HCM Committee.
Other Programs
Benefit Plans
401(k) Plan. Our 401(k) Plan allows executives and other plan participants to make elective deferrals of their compensation to the 401(k) Plan up to limits of the Internal Revenue Service (“IRS“), and in 2022 the Company made a safe harbor contribution to eligible participants’ accounts equal to 3% of the participant’s plan compensation earned during the plan year subject to IRS limits.
Employee Stock Ownership Plan. Eastern Bank has an ESOP, an employee stock ownership plan, for eligible employees. Management believes the ESOP aligns the interests of all eligible employees – not just senior executives – with shareholders to create better alignment with total shareholder value.
At the time of the IPO, the ESOP trustee purchased 14,940,652 shares of the Company’s common stock funded with a loan from the Company (“ESOP Loan”). The ESOP Loan is repaid principally through Eastern Bank’s contribution to the ESOP and dividends payable on common stock held by the ESOP over the term of the loan. The ESOP’s independent trustee holds the shares purchased by the ESOP in an unallocated suspense account, and releases shares on a pro rata basis as the loan is repaid. Released shares are allocated among participants on the basis of each participant’s proportional share of compensation relative to the compensation of all participants. A participant cliff-vests in their benefits after three years of vesting service with Eastern Bank or a participating subsidiary. Credited service includes both calendar years of service from January 1, 2020 (the initial effective date of the ESOP) and years of vesting service that a participant has earned under the Bank’s defined benefit pension plan prior to the adoption of the ESOP. A participant also will become fully vested in their benefit upon normal retirement, early retirement, death or disability, a change in control, or termination of the ESOP. A vested participant is entitled to receive a distribution from the ESOP upon separation from service or, if earlier, plan termination. The ESOP permits a participant to direct the trustee as to how to vote the shares of common stock allocated to their account. The ESOP trustee votes unallocated shares and allocated shares for which participants do not provide voting instructions on a matter in the same ratio as those shares for which participants provide instructions, subject to fulfillment of the trustee’s fiduciary responsibilities.
In October 2022, a portion of the ESOP Loan was repaid, and in February 2023, the ESOP trustee allocated shares to eligible participants for 2022. The Company makes allocations annually to eligible participants in accordance with the terms of the ESOP. Each of Messrs. Rivers, Miller, Fitzgerald, Westermann and Ms. Henry received allocations of 875 shares (fractional shares have been rounded down) for 2022. Each of our NEOs is fully vested in his or her benefit under the ESOP.
Defined Benefit Pension Plan. Eastern Bank provides pension benefits (the "Pension Plan") to its employees, including our NEOs, through membership in the Savings Bank Employees’ Retirement Association. The Company's pension plan is a noncontributory, defined benefit plan. Our annual contribution to the defined benefit plan is based upon standards established by the Pension Protection Act. The contribution is based on an actuarial method intended to provide not only for benefits attributable to service to date but also for those expected to be earned in the future.
Frozen Supplemental Executive Retirement Plan. Eastern had historically offered a defined contribution supplemental executive retirement plan ("SERP"), in which Messrs. Rivers, Miller, and Fitzgerald participated. Benefit accruals were frozen for then-active participants as to compensation received for work performed after 2021, and the SERP was closed to new participants. Under the SERP, each participating executive is entitled to receive a benefit following his or her separation from service.
Benefit Equalization Plan. The Company maintains a non-qualified benefit equalization plan (“BEP”) to provide a pension supplement to restore pension benefits for employees whosecompensation exceeds the annual statutory compensation maximum that can be considered under the defined benefit plan, and/or exceeds the annual permitted pension benefit amount under the Internal Revenue Code of 1986, as amended (the “Code”). The benefit formula is the same as provided in the Pension Plan, with an offset for benefits provided by that plan. Benefits generally are paid in a lump sum in the January following retirement or death. All NEOs participated in the BEP in 2022, since Company contributions to SERP accounts for Messrs. Rivers, Miller and Fitzgerald ceased beginning with compensation for work performed in 2022.
409A Deferred Compensation Plans. The Company maintains two 409A deferred compensation plans — one for Eastern Bank employees (“409A Plan”) and one for Eastern Insurance Group LLC employees (“EIG SERP”). Each of these plans allow directors and selected executives to defer compensation under non-qualified deferred compensation plans. None of the NEOs participated in these plans in 2022.
Executive Perquisites. Executive perquisites are not a core component of our executive compensation program. We do offer, however, our NEOs allowances for automobiles and parking. Our NEOs are entitled to reimbursement for costs associated with membership in a country club, but all of our NEOs declined to accept these club fees in 2022.
COMPENSATION COMMITTEEAND HUMAN CAPITAL MANAGEMENT REPORT
The Compensation and Human Capital Management Committee of our Board of Directors has reviewed and discussed the preceding Compensation Discussion and Analysis with management. Based on such review and discussions, the Compensation and Human Capital Management Committee has recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
By the Compensation and Human Capital Management Committee of the Board of Directors,
Peter K. Markell (Chair)
Deborah L. Jackson
Richard C. Bane
Joseph T. Chung
Luis A. Borgen
Paul D. Spiess
EXECUTIVE COMPENSATION
20212022 Summary Compensation Table
The table below sets forth the total compensation paid to, or earned by, our NEOs for the years ended December 31, 2022, 2021 2020 and 20192020 in accordance with applicable SEC rules.
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| Summary Compensation Table |
| 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 (9) |
| | | | | | |
| | | | | | |
| | | | | | |
| Robert F. Rivers | | 2022 | | $ | 995,000 | | | $ | — | | | $ | 976,100 | | | $ | 4,503,726 | | | $ | 13,486 | | $ | 255,368 | | | $ | 6,743,680 | |
| Chief Executive Officer and Chair of the Board of Directors | | 2021 | | $ | 995,000 | | | $ | — | | | $ | 2,757,136 | | | $ | — | | | $ | 86,687 | | $ | 369,720 | | | $ | 4,208,543 | |
| | 2020 | | $ | 987,500 | | | $ | — | | | $ | 2,046,340 | | | $ | — | | | $ | 200,363 | | $ | 439,097 | | | $ | 3,673,300 | |
| Quincy L. Miller | | 2022 | | $ | 587,500 | | | $ | — | | | $ | 385,900 | | | $ | 3,002,449 | | | $ | 20,111 | | $ | 114,166 | | | $ | 4,110,126 | |
| President | | 2021 | | $ | 575,000 | | | $ | — | | | $ | 948,712 | | | $ | — | | | $ | 45,562 | | $ | 224,347 | | | $ | 1,793,621 | |
| | 2020 | | $ | 570,833 | | | $ | 110,000 | | | $ | 943,670 | | | $ | — | | | $ | 79,179 | | $ | 219,081 | | | $ | 1,922,763 | |
| James B. Fitzgerald | | 2022 | | $ | 587,500 | | | $ | — | | | $ | 385,900 | | | $ | 3,002,449 | | | $ | 2,406 | | $ | 125,410 | | | $ | 4,103,665 | |
| Chief Administrative Officer, Chief Financial Officer and Treasurer | | 2021 | | $ | 575,000 | | | $ | — | | | $ | 948,712 | | | $ | — | | | $ | 69,595 | | $ | 249,614 | | | $ | 1,842,921 | |
| | 2020 | | $ | 570,833 | | | $ | 220,000 | | | $ | 943,670 | | | $ | — | | | $ | 139,042 | | $ | 220,885 | | | $ | 2,094,430 | |
Donald M. Westermann Chief Information Officer | | 2022 | | $ | 461,250 | | | $ | — | | | $ | 227,300 | | | $ | 2,001,646 | | | $ | — | | $ | 34,504 | | | $ | 2,724,700 | |
Kathleen C. Henry General Counsel and Corporate Secretary | | 2022 | | $ | 461,250 | | | $ | — | | | $ | 227,300 | | | $ | 2,001,646 | | | $ | 84,812 | | $ | 35,975 | | | $ | 2,810,983 | |
| | | | | | | | | | | | | | | |
(1)Neither Mr. J. MillerWestermann nor Mr. KoegelMs. Henry were NEOs in 20202021 or 2019.2020. Their respective compensation is therefore only disclosed for the year ended December 31, 2021.2022.
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| Summary Compensation Table |
| Name and Principal Position | | Fiscal Year | | Salary (1) | | Bonus (2) | | Non-Equity Incentive Plan Compensation (3)(4) | | | Change In Pension Value (5) | All Other Compensation (6) | | Total (7) |
| | | | | | |
| | | | | | |
| | | | | | |
| Robert F. Rivers | | 2021 | | $ | 995,000 | | | $ | — | | | $ | 2,757,136 | | | | $ | 86,687 | | $ | 369,720 | | | $ | 4,208,543 | |
| Chief Executive Officer and Chair of the Board of Directors | | 2020 | | $ | 987,500 | | | $ | — | | | $ | 2,046,340 | | | | $ | 200,363 | | $ | 439,097 | | | $ | 3,673,300 | |
| | 2019 | | $ | 929,167 | | | $ | — | | | $ | 1,945,261 | | | | $ | 156,600 | | $ | 408,459 | | | $ | 3,439,487 | |
| Quincy L. Miller | | 2021 | | $ | 575,000 | | | $ | — | | | $ | 948,712 | | | | $ | 45,562 | | $ | 224,347 | | | $ | 1,793,621 | |
| President & Vice Chair | | 2020 | | $ | 570,833 | | | $ | 110,000 | | | $ | 943,670 | | | | $ | 79,179 | | $ | 219,081 | | | $ | 1,922,763 | |
| | 2019 | | $ | 545,833 | | | $ | — | | | $ | 412,000 | | | | $ | 38,215 | | $ | 212,635 | | | $ | 1,208,683 | |
| James B. Fitzgerald | | 2021 | | $ | 575,000 | | | $ | — | | | $ | 948,712 | | | | $ | 69,595 | | $ | 249,614 | | | $ | 1,842,921 | |
| Chief Financial Officer, Chief Administrative Officer and Treasurer | | 2020 | | $ | 570,833 | | | $ | 220,000 | | | $ | 943,670 | | | | $ | 139,042 | | $ | 220,885 | | | $ | 2,094,430 | |
| | 2019 | | $ | 545,833 | | | $ | — | | | $ | 798,783 | | | | $ | 98,028 | | $ | 214,402 | | | $ | 1,657,046 | |
Jan A. Miller
Former Vice Chair, Chief Commercial Banking Officer | | 2021 | | $ | 480,000 | | | $ | 2,000,000 | | | $ | 707,770 | | | | $ | 57,322 | | $ | 201,355 | | | $ | 3,446,447 | |
John F. Koegel
Former President & Chief Executive Officer of Eastern Insurance Group, LLC | | 2021 | | $ | 400,000 | | | $ | 1,500,000 | | | $ | 316,928 | | | | $ | 173,430 | | $ | 48,891 | | | $ | 2,439,249 | |
(1)(2)Represents base salary earned in 2022, 2021 2020 and 2019,2020, as applicable. Mr. Rivers' 2020 salary change was effective on March 1, 2020. For Messrs. Rivers, Q. Miller and Fitzgerald, 20202022 and 20192020 salary changes were effective March 1st of each year. Salary earned reflects January and February salary earnings at the prior rate, and March through December at the new effective salary rate. No NEOs received a salary increase in 2021.
(2)For Mesrs. J. Miller and Koegel, represents the Replacement LTI Awards — see “Transition of Long-Term Incentive Compensation” under the “Long-Term Incentive Compensation” section of the CD&A section of this Proxy Statement for more information. (3)For Mr. Q. Miller, the cash bonus he received infor 2020 recognized his leadership with regard to the leadership role he playedCompany's participation in the Company’s response toPaycheck Protection Program of the PPP.Coronavirus Aid, Relief, and Economic Security (CARES) Act. For Mr. Fitzgerald, the cash bonus he received infor 2020 recognized his considerable role in the successful execution of the Company’s IPO.
(3)(4)Represents cash awards earned under the Company’s MIP during 2022, 2021 2020 and 2019,2020, and the amounts payable under legacy LTIP cash awards that matured on December 31, 2021 and December 31, 2020, and December 31, 2019.respectively.
•MIP Awards: For Messrs. Rivers, Q. Miller, Fitzgerald, J.Westermann and Ms. Henry, amounts earned under the MIP in 2022 were $976,100, $385,900, $385,900, $227,300 and $227,300, respectively. For Messrs. Rivers, Miller and Koegel,Fitzgerald, amounts earned under the MIP in 2021 were $1,075,000, $388,000 and $388,000, $259,200respectively, and $216,000, respectively. For Messrs. Rivers, Q. Miller and Fitzgerald, amounts earned under the MIP in 2020 were $637,000, $239,000 and $239,000, respectively and in 2019 were $1,075,000, $412,000 and $412,000, respectively.
•Legacy LTIP Awards: For Messrs. Rivers, Q. Miller, Fitzgerald, J. Miller and Koegel,Fitzgerald, the amounts payable under legacy LTIP awards that were granted in 2017 and matured on December 31, 2021 were $1,682,136, $560,712 $560,712, $448,570 and $100,928,$560,712 respectively. For Messrs. Rivers, Q. Miller and Fitzgerald, LTIP awards granted in 2016 andthat matured on December 31, 2020 were $1,409,340, $704,670, $704,670, respectively. For Messrs. Rivers and Fitzgerald, the amounts payable under theLegacy LTIP cash awards that were granted in 20152018 and matured on December 31, 20192022, were $870,261valued at $0, and $386,783, respectively. None of Mr. Q. Miller’sthus no amounts are included in 2022 for the 2018 LTIP awards matured on December 31, 2019.cash awards.
(4)(5)The amounts payable under LTIP awards that matured in 2021 2020 and 20192020 include interest paid thereon from December 31 of the year in which they matured through the dates of payment in March 2022 and March 2021, and July 2020, respectively. For awards that matured in 2021, the interest amounts were $636 for Mr. Rivers, $212 for Mr. Q. Miller and $212 for Mr. Fitzgerald, $170 for Mr. J. Miller and $38 for Mr. Koegel.Fitzgerald. For awards that matured in 2020, the interest amounts were $540 for Mr. Rivers, $270 for Mr. Q.
Miller and $270 for Mr. Fitzgerald. For awards
(6)Represents the aggregate grant date fair value of RSUs and PSUs granted in 2022, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, which for RSUs was equal to the closing price of a share of Company common stock on the date of grant ($21.08 on March 1, 2022), multiplied by the number of RSUs in the grant; for the PSUs based on EPS as the performance measure, was equal to the closing price of a share of Company
common stock on the date of grant date ($21.08 on March 1, 2022), multiplied by the number of PSUs at target award levels; and for the PSUs based on TSR as the performance measure, was valued based on the probable outcome of applicable performance conditions using a Monte Carlo simulation model, which priced our common stock on the grant date at $21.15 per unit, multiplied by the number of PSUs at target award levels. If it is assumed that matured in 2019,that the interest amounts were $4,461maximum level of performance under the PSUs was achieved, the grant date fair value of the PSU portion of the grant would have been $3,380,596 for Mr. RiversRivers; $2,253,688 for each of Messrs. Miller and $1,982Fitzgerald; and $1,502,480 for each of Ms. Henry and Mr. Fitzgerald.Westermann.
(5)(7)Represents the change in the value of the Pension Plan and BEP for all our NEOs, and for Mr. Koegel,the period from December 31, 2021 to December 31, 2022. No change in value of the Pension Plan and the BEP,is shown for Mr. Westermann for the applicable period, December 31, 2020 to December 31, 2021.as his change in value would have reflected a negative amount of (-$199,432) and was thus excluded.
(6)(8)All Other Compensation in the table above includes the amounts for 2022, 2021 2020 and 2019,2020, as applicable, set forth in the following table.
| | All Other Compensation | All Other Compensation | All Other Compensation |
| Named Executive Officer | Named Executive Officer | | Fiscal Year | | Perquisites (a) | | 401(k) Plan Defined Contribution
Plan (b) | | Employer SERP Contributions (c) | | Employer Allocations to ESOP (d) | | Total | Named Executive Officer | | Fiscal Year | | Perquisites (a) | | 401(k) Plan Defined Contribution
Plan (b) | | Employer SERP Contributions (c) | | Employer Allocations to ESOP (d) | | Total (e) |
| | Robert F. Rivers | Robert F. Rivers | | 2021 | | $ | 17,197 | | | $ | 8,700 | | | $ | 326,400 | | | $ | 17,423 | | | $ | 369,720 | | Robert F. Rivers | | 2022 | | $ | 16,109 | | | $ | 9,150 | | | $ | 215,000 | | | $ | 15,109 | | | $ | 255,368 | |
| | 2020 | | $ | 16,350 | | | $ | 8,550 | | | $ | 412,500 | | | $ | 1,697 | | | $ | 439,097 | | | | 2021 | | $ | 17,197 | | | $ | 8,700 | | | $ | 326,400 | | | $ | 17,423 | | | $ | 369,720 | |
| | 2019 | | $ | 16,226 | | | $ | 8,400 | | | $ | 383,833 | | | $ | — | | | $ | 408,459 | | | | 2020 | | $ | 16,350 | | | $ | 8,550 | | | $ | 412,500 | | | $ | 1,697 | | | $ | 439,097 | |
| Quincy L. Miller | Quincy L. Miller | | 2021 | | $ | 13,424 | | | $ | 8,700 | | | $ | 184,800 | | | $ | 17,423 | | | $ | 224,347 | | Quincy L. Miller | | 2022 | | $ | 12,307 | | | $ | 9,150 | | | $ | 77,600 | | | $ | 15,109 | | | $ | 114,166 | |
| | 2020 | | $ | 12,267 | | | $ | 8,550 | | | $ | 196,567 | | | $ | 1,697 | | | $ | 219,081 | | | | 2021 | | $ | 13,424 | | | $ | 8,700 | | | $ | 184,800 | | | $ | 17,423 | | | $ | 224,347 | |
| | 2019 | | $ | 11,068 | | | $ | 8,400 | | | $ | 193,167 | | | $ | — | | | $ | 212,635 | | | | 2020 | | $ | 12,267 | | | $ | 8,550 | | | $ | 196,567 | | | $ | 1,697 | | | $ | 219,081 | |
| James B. Fitzgerald | James B. Fitzgerald | | 2021 | | $ | 16,691 | | | $ | 8,700 | | | $ | 206,800 | | | $ | 17,423 | | | $ | 249,614 | | James B. Fitzgerald | | 2022 | | $ | 23,551 | | | $ | 9,150 | | | $ | 77,600 | | | $ | 15,109 | | | $ | 125,410 | |
| | 2020 | | $ | 14,071 | | | $ | 8,550 | | | $ | 196,567 | | | $ | 1,697 | | | $ | 220,885 | | | | 2021 | | $ | 16,691 | | | $ | 8,700 | | | $ | 206,800 | | | $ | 17,423 | | | $ | 249,614 | |
| | 2019 | | $ | 12,835 | | | $ | 8,400 | | | $ | 193,167 | | | $ | — | | | $ | 214,402 | | | | 2020 | | $ | 14,071 | | | $ | 8,550 | | | $ | 196,567 | | | $ | 1,697 | | | $ | 220,885 | |
| Jan A. Miller | | 2021 | | $ | 33,432 | | | $ | 8,700 | | | $ | 141,800 | | | $ | 17,423 | | | $ | 201,355 | | |
| John F. Koegel | | 2021 | | $ | 22,768 | | | $ | 8,700 | | | $ | — | | | $ | 17,423 | | | $ | 48,891 | | |
| Donald M. Westermann | | Donald M. Westermann | | 2022 | | $ | 10,245 | | | $ | 9,150 | | | $ | — | | | $ | 15,109 | | | $ | 34,504 | |
| Kathleen C. Henry | | Kathleen C. Henry | | 2022 | | $ | 11,716 | | | $ | 9,150 | | | $ | — | | | $ | 15,109 | | | $ | 35,975 | |
(a)Amount includes automobile and parking and gas allowances and taxable imputed incomes.
(b)Represents employer contributions under our 401(k) Plan made on behalf of the NEO.
(c)Represents deemed employer SERP contributions made during 2022, 2021 2020 and 2019,2020, as applicable. Mr. Koegel did not participateThe SERP was frozen at the end of 2021; employer SERP contributions were made in the SERP.2022 related to compensation earned in 2021.
(d)Represents the value of an allocation of shares of Company common stock pursuant to the terms of the Company’s ESOP in connection with the NEO’s service in fiscal year 2022, 2021 and 2020, as applicable. The value is calculated based on the closing price of Company stock on the last day trading of the year. For 2022, the amount represents an allocation of 875 shares multiplied by $17.25, for 2021, the amount represents an allocation of 863 shares multiplied by $20.17, and for 2020, the amount represents an allocation of 104 shares multiplied by $16.31.$16.31 (fractional shares are rounded down). The ESOP allocation for 2020 reflects a shortened period post-IPO. Dividends paid on shares allocated through the ESOP are automatically reinvested to acquire additional shares. InFor each NEO, as applicable, the share allocation for 2021 each of our NEOs acquiredincludes one additional share acquired through such dividend reinvestment whichand, for 2022, the share had a value of $20.17 as of December 31, 2021.allocation includes 19 additional shares acquired through dividend reinvestment.
(7)(e) Our NEOs' total compensation in the Summary Compensation Table does not include earnings on the SERP, in which Messrs. Rivers, Q. Miller and Fitzgerald and J. Miller participate, the 409A Plan, in which Mr. J. Miller participated, and the EIG SERP, in which Mr. Koegel participated, because our NEOs do not receive any preferential or above-market investment earnings under such plans. Under the terms of the SERP, 409A Plan, and EIG 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 in 2022
The table below provides information regarding plan-based awards granted to our NEOs in 2022.
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| | | | Estimated future payouts under equity incentive plan awards (1) | | |
| Named Executive Officer | Type of Award | Grant Date | Approval Date | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stocks or Units (#) (2) | Grant Date Fair Value of Stock and Option Awards |
| Robert F. Rivers | RSU | 3/1/2022 | 2/28/2022 | - | - | - | 106,736 | $2,249,995 |
| PSU - EPS | 3/1/2022 | 2/28/2022 | 13,342 | 53,368 | 80,052 | - | $1,124,997 |
| PSU - TSR | 3/1/2022 | 2/28/2022 | 13,342 | 53,368 | 80,052 | - | $1,128,733 |
| Quincy L. Miller | RSU | 3/1/2022 | 2/14/2022 | - | - | - | 71,157 | $1,499,990 |
| PSU - EPS | 3/1/2022 | 2/14/2022 | 8,895 | 35,578 | 53,367 | - | $749,984 |
| PSU - TSR | 3/1/2022 | 2/14/2022 | 8,895 | 35,578 | 53,367 | - | $752,475 |
| James B. Fitzgerald | RSU | 3/1/2022 | 2/14/2022 | - | - | - | 71,157 | $1,499,990 |
| PSU - EPS | 3/1/2022 | 2/14/2022 | 8,895 | 35,578 | 53,367 | - | $749,984 |
| PSU - TSR | 3/1/2022 | 2/14/2022 | 8,895 | 35,578 | 53,367 | - | $752,475 |
| Donald M. Westermann | RSU | 3/1/2022 | 2/14/2022 | - | - | - | 47,438 | $999,993 |
| PSU - EPS | 3/1/2022 | 2/14/2022 | 5,930 | 23,719 | 35,579 | - | $499,997 |
| PSU - TSR | 3/1/2022 | 2/14/2022 | 5,930 | 23,719 | 35,579 | - | $501,657 |
| Kathleen C. Henry | RSU | 3/1/2022 | 2/14/2022 | - | - | - | 47,438 | $999,993 |
| PSU - EPS | 3/1/2022 | 2/14/2022 | 5,930 | 23,719 | 35,579 | - | $499,997 |
| PSU - TSR | 3/1/2022 | 2/14/2022 | 5,930 | 23,719 | 35,579 | - | $501,657 |
(1) Represents PSUs that will, for each grant of PSUs based on EPS or TSR performance measures, respectively, vest in one installment on or around March 1, 2025, subject to continued service and the satisfaction of applicable performance conditions. The number of PSUs to be earned is dependent on the Company's growth of its EPS and TSR performance, each relative to those of the KRX Banks, over the three-year performance period from January 1, 2022 through December 31, 2024. No PSUs will vest for performance below threshold levels.
(2) Represents RSUs that vest in five equal installments on the anniversaries of the grant date (March 1, 2022), subject to continued service.
Outstanding Equity Awards at 2022 Fiscal Year End
The following table provides information regarding PSUs and RSUs, as applicable, held by our NEOs on December 31, 2022.
| | | | | | | | | | | |
| Named Executive Officer | Equity Award Type (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 | 106,736 | $ | 1,841,196 |
| PSU - EPS | 13,342 | $ | 230,150 |
| PSU - TSR | 13,342 | $ | 230,150 |
Quincy L. Miller
| RSU | 71,157 | $ | 1,227,458 |
| PSU - EPS | 8,895 | $ | 153,430 |
| PSU - TSR | 8,895 | $ | 153,430 |
James B. Fitzgerald
| RSU | 71,157 | $ | 1,227,458 |
| PSU - EPS | 8,895 | $ | 153,430 |
| PSU - TSR | 8,895 | $ | 153,430 |
| Donald M. Westermann | RSU | 47,438 | $ | 818,306 |
| PSU - EPS | 5,930 | $ | 102,288 |
| PSU - TSR | 5,930 | $ | 102,288 |
| Kathleen C. Henry | RSU | 47,438 | $ | 818,306 |
| PSU - EPS | 5,930 | $ | 102,288 |
| PSU - TSR | 5,930 | $ | 102,288 |
(1) Each RSU award will vest in five equal installments on the anniversaries of the grant date (March 1, 2022), subject to continued employment. PSUs based on EPS and TSR performance, respectively, will vest in one installment on or around March 1, 2025, subject to continued employment and the satisfaction of applicable performance conditions. The number of PSUs to be earned is dependent on the Company's growth of its EPS and TSR performance, respectively, each relative to those of the KRX Banks, over the three-year performance period from January 1, 2022 through December 31, 2024. PSU amounts for both EPS and TSR performance measure awards reflect threshold performance levels.
(2) The market value of RSUs and PSU EPS and PSU TSR performance measure awards are based on the closing price of $17.25 of Company common stock on December 30, 2022, the last trading day of 2022, multiplied by the number of underlying granted but unvested units.
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 EIG SERP and Wainwright SERP Account (as defineddescribed below). Distributions of account balances under such plans may be made only in accordance with the applicable plan documents. None of these plans provide our NEOs with any preferential or above-market earnings on their account balances. Rather, the value of the benefit provided by a plan increases or decreases based upon changes in one or more generally available investment benchmarks or strategies chosen by the respective participant.
Frozen Supplemental Executive Retirement Plans.Plan. Messrs. Rivers, Q. Miller and Fitzgerald and J. Miller each participatedreceived employer SERP contributions in 2022 for compensation earned in 2021. The plan 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 2021.2021). 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 Fitzgerald and J. MillerFitzgerald are fully vested due to being retirement eligible under the terms of the SERP, and Mr. Q. Miller is 60%70% vested. Pursuant to the SERP Amendment described above, the plan froze effective as of December 31, 2021. Although participants’ accounts will continue to be administered in accordance with the SERP plan 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
Residual Bonus Compensation). Mr. J. Miller's nonqualified deferred compensation also includes the supplemental executive retirement plan (“Wainwright SERP Account”) sponsored by Wainwright Bank, which the Company acquired in 2010 and from which Mr. J. Miller joined the Company. The Company assumed the administration of Mr. J. Miller's Wainwright SERP Account as part of the acquisition. Mr. J. Miller's account balance under the Wainwright SERP Account is payable as a lump sum or in annual installments.
409A Deferred Compensation Plans. The Company's 409A Plan and EIG SERP allowallows directors and selected executives to defer compensation under non-qualified deferred compensation plans. Under the 409A Plan, participants could defer up to 75% of base salary and up to 100% of any incentive compensation. Under the EIG SERP, participants could defer up to 75% of base salary and regular commissions, and up to 100% of short-term incentive compensation. The Company also made contributions under the EIG SERP in prior years. Although neither deferred compensation under these plans in 2021, Mr. J. Miller is a participant in the 409A Plan and Mr. Koegel is a participant in the EIG SERP. 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. Each of Mr. J. Miller and Mr. Koegel is fully vested in their respective account balance, and may take distributions upon separate of service, based on elections each previously made.
The table below sets forth the amounts of the contributions, earnings and value of the Company's nonqualified deferred contributioncompensation plans in which our NEOs participated during the year ended December 31, 2021.2022.
| | Nonqualified Deferred Compensation | Nonqualified Deferred Compensation | Nonqualified Deferred Compensation |
| Named Executive Officer | Named Executive Officer | Executive contributions | Employer contributions (1) | Aggregate earnings (2) | Aggregate withdrawals/distributions | Aggregate balance (3) | Named Executive Officer | Executive contributions | Employer contributions (1) | Aggregate earnings (2) | Aggregate withdrawals/distributions | Aggregate balance (3) |
| Robert F. Rivers | Robert F. Rivers | $0 | $326,400 | $1,807,859 | $0 | $9,343,167 | Robert F. Rivers | $0 | $215,157 | $(1,733,748) | $0 | $7,824,576 |
| | Quincy L. Miller | Quincy L. Miller | $0 | $184,800 | $312,245 | $0 | $1,669,621 | Quincy L. Miller | $0 | $77,600 | $(315,261) | $0 | $1,431,960 |
| | James B. Fitzgerald | James B. Fitzgerald | $0 | $206,800 | $920,434 | $0 | $3,877,480 | James B. Fitzgerald | $0 | $77,600 | $(1,161,541) | $0 | $2,793,539 |
| | Jan A. Miller | $0 | $141,800 | $779,616 | $0 | $4,987,943 | |
| | John F. Koegel | $0 | $396,282 | $0 | $2,968,912 | |
| Donald M. Westermann | | Donald M. Westermann | $0 | $(24,682) | $0 | $94,903 |
| Kathleen C. Henry | | Kathleen C. Henry | $0 | $0 |
1.(1) Amounts represent the Company's contributions to the SERP, as described above. The SERP was frozen at the end of 2021; employer SERP contributions were made in 2022 related to compensation earned for 2021.
2.(2) Represents the change in value for employee and Company contributions to the SERP and 409A Plan, EIG SERP and Wainwright SERP Account.Plan. As described above, noneneither of these plans provides for any preferential or above-market earnings on a participant's account balances.
3.(3) Amount shown is the sum of the value of a NEO's account balance in each of the SERP and 409A Plan EIG SERP and Wainwright SERP Account as of December 31, 2021,2022, as applicable. For each of Mr. J. Miller and Mr. Koegel, the balance includes the value of both employee and employer contributions to their 409A Plan and EIG SERP accounts, although neither made employee contributions in 2021.
Pension Benefits
Defined Benefit Pension Plan. The Company provides pension benefits to its employees, including our NEOs, through membership in SBERA.the Pension Plan. The Pension Plan is a noncontributory, defined benefit plan, and our annual contribution to this plan is based upon standards established by the Pension Protection Act. The Pension Plan is a cash balance format with compensation based on a participant's earnings reported on IRS Form W-2 for the applicable year. Participants vest in their account balances after three years of eligible service and the plan provides for payment in a lump sum or, if eligible, a life annuity at retirement. All of our NEOs are fully vested in their account balances under the Pension Plan.
Benefit Equalization Plan. The Company maintains the BEP, a non-qualified benefit equalization plan to provide a pension supplement to restore pension benefits for employees who were historically ineligible to participate in the SERP and whose compensation exceeds the annual statutory compensation maximum that can be considered under the Pension Plan, and/or exceeds the annual permitted pension benefit amount under the Code. The benefit formula for the BEP is the same as provided in the Pension Plan, with an offset for benefits provided by that plan. Benefits are generally paid in a lump sum in the January following retirement or death. BecauseActive participants in the SERP did not receive BEP benefits; Messrs. Rivers, Q. Miller and Fitzgerald and J. Miller received company contributions to their SERP accounts, they were notfirst became eligible to participate in thefor BEP in 2021. Because the SERP was frozen as of the Plan Freeze Date, its participants expect to participate in the BEP in future years. Only Mr. Koegel participated in the BEP in 2021. He is fully vested in his account balance due to being retirement eligible under the terms of the BEP.2022.
The amounts reported in the table below equal the present value of the accumulated pension benefits at the end of fiscal 2021year 2022 for each of our NEOs. The Pension Plan is referred to as the “Defined Benefit Plan” in this table.
| | Pension Benefits | Pension Benefits | Pension Benefits |
| Named Executive Officer | Named Executive Officer | Plan Name | Number of Years of Credited Service | Present Value of Accumulated Benefit as of 12/31/2021 | Payments during last fiscal year | Named Executive Officer | Plan Name | Number of Years of Credited Service | Present Value of Accumulated Benefit as of 12/31/2022 | Payments during last fiscal year |
| Robert F. Rivers | Robert F. Rivers | Total | | $ | 805,394 | | $ | — | | Robert F. Rivers | Total | | $ | 818,880 | | $ | — | |
| | Defined Benefit Plan | 15.9 | $ | 805,394 | | $ | — | | | Defined Benefit Plan | 16.9 | $ | 698,714 | | $ | — | |
| | | BEP | | $ | 120,166 | | $ | — | |
| Quincy L. Miller | Quincy L. Miller | Total | | $ | 209,928 | | $ | — | | Quincy L. Miller | Total | | $ | 230,039 | | $ | — | |
| | | Defined Benefit Plan | 6.8 | $ | 205,919 | | $ | — | |
| | Defined Benefit Plan | 5.8 | $ | 209,928 | | $ | — | | | BEP | | $ | 24,120 | | $ | — | |
| James B. Fitzgerald | James B. Fitzgerald | Total | | $ | 560,680 | | $ | — | | James B. Fitzgerald | Total | | $ | 563,086 | | $ | — | |
| | Defined Benefit Plan | 9.7 | $ | 560,680 | | $ | — | | | Defined Benefit Plan | 10.7 | $ | 529,357 | | $ | — | |
| Jan A. Miller | Total | | $ | 650,220 | | $ | — | | |
| | Defined Benefit Plan | 10.8 | $ | 650,220 | | $ | — | | | BEP | | $ | 33,729 | | $ | — | |
| John F. Koegel | Total | | $ | 1,303,344 | | $ | — | | |
| Donald M. Westermann | | Donald M. Westermann | Total | | $ | 867,171 | | $ | — | |
| | Defined Benefit Plan | 38.0 | $ | 636,098 | | $ | — | | | Defined Benefit Plan | 15.7 | $ | 385,588 | | $ | — | |
| | BEP | | $ | 667,246 | | $ | — | | | BEP | | $ | 481,583 | | $ | — | |
| Kathleen C. Henry | | Kathleen C. Henry | Total | | $ | 497,402 | | $ | — | |
| | | Defined Benefit Plan | 6.3 | $ | 244,312 | | $ | — | |
| | | BEP | | $ | 253,090 | | $ | — | |
Potential Payments upon Termination or Change-in-Control for the Year Ended December 31, 20212022
Executive Severance Agreements.
As described above under “Severance Agreements” within the CD&A section of this Proxy Statement, each of Messrs. Rivers and Q. Miller has entered into an executive severance agreement, which provide for certain benefits in the event that either is terminated without cause. Under each of these agreements, “cause” is defined as:
•any act of gross misconduct or gross negligence which results in material harm to the Company, whether monetarily or otherwise;
•any act of dishonesty, disloyalty or fraud which results in material harm to the Company, whether monetarily or otherwise;
•a conviction of, or plea of nolo contendere to, any felony or any crime involving moral turpitude; or
•a failure to perform a substantial portion of the duties of his position adequately for a period of more than 30 days after written notice from the Company describing such failure.
Under their respective executive severance agreements, each of Messrs. Rivers and Q. Miller, if terminated without cause, will be entitled to the respective lump sum payment described above in the CD&A section, provided that each signs a release of claims against the Company, and which release becomes effective. Neither agreement provide for additional payments in the event of death or disability, other than what each is entitled to under other existing benefit plans, although each is entitled to the benefits described above if terminated for cause.
Double-Trigger Change in Control Agreements
As described further above under “Double-Trigger Change in Control Agreements” within the CD&A section of this Proxy Statement, each of our NEOs has entered into a double-trigger CiC Agreement. These agreements entitle the NEO to a lump sumpsum payment described above in the event that their employment is terminated while a change in control event (as described below) has occurred and is pending, or within 18 months following a change in control event, and the reason for termination is for other than the NEO's death, disability or cause (as each of the latter terms are defined in the CiC Agreement), or is due to the NEO's own resignation for good reason (as defined below).
The CiC Agreement utilizes the following definitions:
A “change of control” is defined as the consummation of any of the following events:
•merger, consolidation or other business combination of the Company or Eastern Bank, after which either (A) our incumbent board of directors constitute less than two-thirds of the surviving board of directors (“Surviving Board”), or (B) less than 60% of the combined voting power of shares entitled to vote in an election of the Surviving Board is owned by persons who were shareholders of the Company prior to the merger, consolidation or other business combination;
•the acquisition by any person of 25% or more of our outstanding common stock or voting securities (unless such acquisition is by an entity under our common control);
•during any consecutive two year period, the failure of our incumbent directors to constitute a majority of our board of directors, with “incumbent directors” meaning directors who are members of our board of directors on the date of the agreement and members who are subsequently nominated or elected by a majority of the incumbent directors;
•the sale or other disposition of all or substantially all of our assets to any person, group or entity; and
•any other transaction that our board of directors deems to be a “change in control”.
The term “cause” is defined as:
•a material act of willful misconduct in connection with the performance of his/her duties, including, without limitation, misappropriation of the Company's funds or property;
•the conviction for, or plea of nolo contendere by the NEO to, any felony or a misdemeanor involving deceit, dishonesty, or fraud;
•the commission of any misconduct, whether or not related to the Company or its affiliates, that has caused, or would reasonably be expected to cause, material detriment or damage to the Company's or its affiliates’ reputation, business operation or relation with its employees, customers, vendors, suppliers or regulators;
•continued, willful and deliberate non-performance by duties (other than by reason of the NEO’s physical or mental illness, incapacity or disability) that has continued for more than 30 days following written notice providing the details of such non-performance;
• willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, or the deliberate destruction of or deliberate failure to preserve documents or other materials relevant to such investigation, or the willful inducement of others to fail to cooperate or to fail to produce documents or other materials; or
•removal or prohibition from participating in the conduct of the Company’s affairs by order issued under applicable law and regulations by a federal or state banking agency having authority over the Company.
The term “good reason” is defined as:
•a material diminution of the NEO's responsibilities, authorities or control from those exercise by the NEO immediately prior to the change in control event;
•any material reduction in the NEO's annual compensation or benefits (other than across-the-board reductions affecting all of the Company's executive officers);
•the relocation of the offices at which the NEO is employed to a location more than 25 miles from such office, or the requirement to be based at a location more than 25 miles from such office; or
•any material breach of the CiC Agreement by the Company.
Under the CiC Agreements, each of our NEOs will be entitled to the lump sum payment described above in “Double-Trigger Change in Control Agreements” within the CD&A section of this Proxy Statement in the event of a double-trigger change in control event, provided that each signs a separation agreement and release with the Company, which then becomes irrevocable. The CiC Agreement does not provide for additional payments in the event of death or disability, other than what a NEO is entitled to under other existing benefit plans. As described above under “No Tax Gross Ups,” the dollar amount of any severance payment due under the CiC Agreements will be reduced in certain circumstances in order to avoid an excess parachute payment under Section 280G.
Set forth below the table is a description of certain post-employment arrangements with our NEOs, including the severance benefits and change-in-control benefits to which they would have been entitled under applicable benefit plans as of December 31, 2021,2022, if a termination of employment and/or a change-in-control had occurred on such date. None of our NEOs are entitled to receive payments if they are terminated for cause as of such date.
| | Potential Payments upon Termination or Change-in-Control | Potential Payments upon Termination or Change-in-Control | Potential Payments upon Termination or Change-in-Control |
| Named Executive Officer | Named Executive Officer | Without Cause/For Good Reason (1) | Death/Disability (2) | Retirement (2) | Change in Control
(Double Trigger) (3) | Named Executive Officer | Without Cause/For Good Reason (1) | Death/Disability (2) | Retirement (3) | Change in Control
(Double Trigger) (4) |
| Robert F. Rivers | Robert F. Rivers | | Robert F. Rivers | | |
| Salary | Salary | $ | 1,990,000 | | $ | — | | $ | — | | $ | 2,985,000 | | Salary | $ | 1,990,000 | | $ | — | | $ | — | | $ | 2,985,000 | |
| MIP | MIP | $ | 796,000 | | $ | 796,000 | | $ | 796,000 | | $ | 900,667 | | MIP | $ | 895,500 | | $ | 895,500 | | $ | 895,500 | | $ | 929,000 | |
| RSU | | RSU | $ | — | | $ | 1,841,196 | | $ | — | | $ | 1,841,196 | |
| PSU - EPS | | PSU - EPS | $ | — | | $ | — | | $ | — | | $ | 920,598 | |
| PSU - TSR | | PSU - TSR | $ | — | | $ | — | | $ | — | | $ | 920,598 | |
| Medical | Medical | $ | 56,638 | | $ | — | | $ | — | | $ | 40,228 | | Medical | $ | 56,856 | | $ | — | | $ | — | | $ | 42,642 | |
| Quincy L. Miller | Quincy L. Miller | | Quincy L. Miller | | |
| Salary | Salary | $ | 1,150,000 | | $ | — | | $ | — | | $ | 1,725,000 | | Salary | $ | 1,180,000 | | $ | — | | $ | — | | $ | 1,770,000 | |
| MIP | MIP | $ | 287,500 | | $ | 287,500 | | $ | 287,500 | | $ | 357,000 | | MIP | $ | 354,000 | | $ | 354,000 | | $ | 354,000 | | $ | 354,000 | |
| RSU | | RSU | $ | — | | $ | 1,227,458 | | $ | — | | $ | 1,227,458 | |
| PSU - EPS | | PSU - EPS | $ | — | | $ | — | | $ | — | | $ | 613,721 | |
| PSU - TSR | | PSU - TSR | $ | — | | $ | — | | $ | — | | $ | 613,721 | |
| Medical | Medical | $ | — | | $ | — | | $ | — | | $ | — | | Medical | $ | — | | $ | — | | $ | — | | $ | — | |
| James B. Fitzgerald | James B. Fitzgerald | | James B. Fitzgerald | | |
| Salary | Salary | $ | — | | $ | — | | $ | — | | $ | 1,150,000 | | Salary | $ | — | | $ | — | | $ | — | | $ | 1,180,000 | |
| MIP | MIP | $ | — | | $ | 287,500 | | $ | 287,500 | | $ | 357,000 | | MIP | $ | — | | $ | 354,000 | | $ | 354,000 | | $ | 354,000 | |
| RSU | | RSU | $ | — | | $ | 1,227,458 | | $ | — | | $ | 1,227,458 | |
| PSU - EPS | | PSU - EPS | $ | — | | $ | — | | $ | — | | $ | 613,721 | |
| PSU - TSR | | PSU - TSR | $ | — | | $ | — | | $ | — | | $ | 613,721 | |
| Medical | Medical | $ | — | | $ | — | | $ | — | | $ | 28,039 | | Medical | $ | — | | $ | — | | $ | — | | $ | 29,729 | |
| Jan A. Miller | | |
| Donald M. Westermann | | Donald M. Westermann | | |
| Salary | Salary | $ | — | | $ | — | | $ | — | | $ | 960,000 | | Salary | $ | — | | $ | — | | $ | — | | $ | 927,000 | |
| MIP | MIP | $ | — | | $ | 192,000 | | $ | 192,000 | | $ | 275,333 | | MIP | $ | — | | $ | 208,575 | | $ | 208,575 | | $ | 259,000 | |
| RSU | | RSU | $ | — | | $ | 818,306 | | $ | — | | $ | 818,306 | |
| PSU - EPS | | PSU - EPS | $ | — | | $ | — | | $ | — | | $ | 409,153 | |
| PSU - TSR | | PSU - TSR | $ | — | | $ | — | | $ | — | | $ | 409,153 | |
| Medical | Medical | $ | — | | $ | — | | $ | — | | $ | 28,359 | | Medical | $ | — | | $ | — | | $ | — | | $ | 45,297 | |
| John F. Koegel | | |
| Kathleen C. Henry | | Kathleen C. Henry | | |
| Salary | Salary | $ | — | | $ | — | | $ | — | | $ | 800,000 | | Salary | $ | — | | $ | — | | $ | — | | $ | 927,000 | |
| MIP | MIP | $ | — | | $ | 160,000 | | $ | 160,000 | | $ | 222,867 | | MIP | $ | — | | $ | 208,575 | | $ | 208,575 | | $ | 227,667 | |
| RSU | | RSU | $ | — | | $ | 818,306 | | $ | — | | $ | 818,306 | |
| PSU - EPS | | PSU - EPS | $ | — | | $ | — | | $ | — | | $ | 409,153 | |
| PSU - TSR | | PSU - TSR | $ | — | | $ | — | | $ | — | | $ | 409,153 | |
| Medical | Medical | $ | — | | $ | — | | $ | — | | $ | 28,039 | | Medical | $ | — | | $ | — | | $ | — | | $ | 45,297 | |
1.(1) Represents amounts payable under the Executive Severance Agreements for Messrs. Rivers and Q. Miller. Salary amounts represent 200% of a NEO's base salary rate as of December 31, 2021.2022. The MIP amounts represent a NEO's target payout under the MIP for 2021.2022. For Mr. Rivers, medical represents the Company's cost to provide medical and dental coverage for 24 months. Mr. Q. Miller is not enrolled in the Company's medical or dental coverage and therefore is not entitled to severance amounts related to medical or dental under the terms of his executive severance agreements. No amount is included for equity compensation, as our equity award agreements generally provide for forfeiture upon termination or resignation except as otherwise set forth in this table, subject to certain Board and C&HCM Committee discretionary authority.
2.Amounts(2) MIP amounts represent aan NEO's target payout under the MIP for 2021.2022, and RSU amounts represent the closing price of Company common stock ($17.25) on December 31, 2022, multiplied by the number of units that would vest as accelerated upon the occurrence of the qualifying event. PSUs would not be eligible for vesting until a determination is made at the end of a three-year performance period as to whether the applicable performance conditions are met; PSUs therefore are not included for purposes of this table. A valuation of the PSUs at threshold performance levels for each NEO as of December 31, 2022, is provided in the "Outstanding Equity Awards at 2022 Fiscal Year End" table.
(3) Amounts represent an NEO's target payout under the MIP for 2022.
(4) All NEOs are covered by the CiC Agreements. For Messrs. Rivers and Q. Miller, salary amounts are 300% of the base salary rate at December 31, 2021,2022, and for Messrs. Fitzgerald J. Miller and Koegel,Westermann and Ms. Henry, salary amounts are 200% of the base salary rate at December 31, 2021.2022. For all NEOs,Messrs. Rivers and Westermann and Ms. Henry, the MIP amount is equal to the average of the MIP payouts offor the preceding three (3) years (2018, 2019(2019, 2020 and 2020)2021), which amounts are greater than the 20212022 target annual bonus. For Messrs. Miller and Fitzgerald, the MIP amount is equal to the 2022 MIP target amount, which is greater than the average of the preceding three (3) years bonus for the NEO.payments. Medical payment amounts for Messrs. Rivers, Fitzgerald, J. Miller and KoegelWestermann and Ms. Henry represent the cost of providing 18 months of medical and dental coverage. Mr. Q. Miller is not enrolled in the Company's medical or dental coverage and therefore is not entitled to severance amounts related to medical or dental underthese items. RSU and PSU amounts represent the termsclosing price of his CiC Agreement.Company common stock ($17.25) on December 31, 2022, multiplied by the number of units that would accelerate upon the occurrence of a qualifying termination following a change in control.
In addition to the amounts set forth in the table above, each of our NEOs would also receive the vested value of their accounts in the plans included in the Nonqualified Deferred Compensation and Pension Benefits tables above, which may include the SERP, the 409A Plan, the EIG SERP, Wainwright SERP Account, the Pension Plan and the BEP.
CEO Pay Ratio
The following information is provided in accordance with Section 953(b)Item 402(u) of Regulation S-K of the Dodd-Frank Wall Street Reform and the Consumer ProtectionSecurities Act and applicable SEC guidelines.of 1933, as amended. The pay ratio is an estimate of our median employeesemployee's total compensation to that of our Chief Executive Officer,CEO, Mr. Rivers, for 2021,2022, as disclosed in the Summary Compensation Table.
To determine our median employee for 2021,2022, we used our employee population as of November 1, 2021October 31, 2022, excluding the Chief Executive Officer.CEO. The date of November 1October 31st was selected to represent our employee population for the majority of 2021, prior to the acquisition of Century on November 12, 2021.2022. As of November 1, 2021,October 31, 2022, Eastern's employee population, consisting of all full-time, part-time and seasonal employees, was 1,8222,158 individuals. The median of all base salaries (excluding the Chief Executive Officer)CEO) was reviewed to determine our median base salary as the consistently applied compensation measure.
With the median employee identified, this individual's 20212022 total compensation was determined following the same measures used to determine Mr. Rivers's total compensation in the Summary Compensation Table. These factors include base salary, incentive(s), change in pension value and all other compensation.
•20212022 total annual compensation for the median employee was $94,072$74,548
•20212022 total annual compensation for Mr. Rivers, the Chief Executive Officer,CEO, was $4,208,543$6,743,680
•The result is a median employee to Chief Executive OfficerCEO pay ratio of 1:44.790.5
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
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" starting at Page 25 of this proxy statement for a more complete description of how executive compensation relates to Company performance and how the C&HCM Committee makes its decisions.
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 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) | Net Income (thousands $) (5) |
| 2022 | $ | 6,743,680
| | $ | 5,859,893
| | $ | 3,437,369
| | $ | 2,918,229
| | $ | 147.04
| | $ | 171.46
| | $ | 199,759
| |
| 2021 | $ | 4,208,543
| | $ | 4,189,967
| | $ | 2,380,559
| | $ | 2,321,245
| | $ | 168.53
| | $ | 184.23
| | $ | 154,665
| |
| 2020 | $ | 3,673,300
| | $ | 3,411,841
| | $ | 2,008,597
| | $ | 1,908,292
| | $ | 134.24
| | $ | 134.82
| | $ | 22,738
| |
(1) Compensation Actually Paid to the Primary Executive Officer ("PEO") and Non-PEO NEOs reflects the totals from our Summary Compensation Table with the following adjustments:
•For each of the Pension Plan and BEP, the change in the actuarial present value was replaced with each plan's service cost.
•For equity incentive awards, the grant date fair values computed in accordance with FASB ASC Topic 718 were replaced with fair values as of December 31, 2022, as follows:
◦RSUs were valued based on the closing price of a share of Company common stock on December 31, 2022 ($17.25) instead of the March 1, 2022 grant date value ($21.08), multiplied by the number of RSUs outstanding.
◦PSUs based on EPS performance were valued based on the closing price of a share of Company common stock on December 31, 2022 ($17.25), instead of on the March 1, 2022 grant date value ($21.08), multiplied by the number of PSUs outstanding at target award levels.
◦PSUs based on TSR performance were valued based on the probable outcome of performance conditions using a Monte Carlo simulation model, which priced Company common stock at $12.26 per share as of December 31, 2022 (instead of the actual December 31, 2022 closing price of a share of Company common stock at $17.25), multiplied by the number of PSUs outstanding at target award levels.
•No equity awards were granted to our PEO or Non-PEO NEOs prior to 2022, and no equity awards were forfeited or both granted and vested in 2022. Thus, no adjustments were made for these items.
•Reconciliation for the variance between Summary Compensation Table data for the PEO and Non-PEO NEOs is included below this section in the 'Adjustments from Summary Compensation Table' for both the PEO and the Non-PEO NEOs respectively.
(2) Our Non-PEO NEOs included for each year are as follows:
•For 2022, our "Non-PEO NEOs" include our current NEOs, Messrs. Q. Miller, Fitzgerald, and Westermann and Ms. Henry.
•For 2021, our "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.
•For 2020, our "Non-PEO NEOs" were Messrs. Q. Miller and Fitzgerald.
(3) Company TSR reflects the value of a $100 investment made on October 15, 2020, the date the Company became a publicly listed company, through and including the end of the fiscal year for which our cumulative total shareholder return is provided.
(4) Peer Group TSR reflects the value of a $100 investment in the KRX beginning on October 15, 2020, through and including the end of the fiscal year for which our cumulative total shareholder return is provided.
(5) Under SEC rules, companies are required to provide data with respect to a “Company Selected Measure” which represents the most important financial measure that links CAP to company performance, and which is not otherwise required to be disclosed in this table. However, we do not have another financial measure that materially links CAP to company performance and, as such, we have omitted this column.
Adjustments from Summary Compensation Table for PEO
| | | | | | | | | | | |
| 2022 | 2021 | 2020 |
| Deduction for change in actuarial present values reported under the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” column in the Summary Compensation Table | $ | (13,486) | | $ | (86,687) | | $ | (200,363) | |
| Increase for service cost of Pension Plan and BEP | $ | 217,339 | | $ | 68,111 | | $ | 53,504 | |
| Increase/deduction for prior service cost of Pension Plan and BEP | $ | — | | $ | — | | $ | (114,601) | |
| Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | $ | (4,503,726) | | $ | — | | $ | — | |
| Increase based on fair value of awards granted during year that remain unvested as of year-end, determined as of year-end | $ | 3,416,086 | | $ | — | | $ | — | |
| Total Adjustments | $ | (883,787) | | $ | (18,576) | | $ | (261,460) | |
Adjustment from Summary Compensation Table for Non-PEO NEOs
| | | | | | | | | | | |
| 2022 | 2021 | 2020 |
| Deduction for change in actuarial present values reported under the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” column in the Summary Compensation Table | $ | (26,832) | | $ | (86,477) | | $ | (109,111) | |
| Increase for service cost of Pension Plan and BEP | $ | 111,932 | | $ | 27,163 | | $ | 30,488 | |
| Increase/deduction for prior service cost of Pension Plan and BEP | $ | — | | $ | — | | $ | (21,682) | |
| Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | $ | (2,502,048) | | $ | — | | $ | — | |
| Increase based on fair value of awards granted during year that remain unvested as of year-end, determined as of year-end | $ | 1,897,809 | | $ | — | | $ | — | |
| Total Adjustments | $ | (519,139) | | $ | (59,314) | | $ | (100,305) | |
Most Important Performance Measures
In our assessment, the most important performance measures used to link Compensation Actually Paid to Company performance are listed in the table below, not ranked in order of importance.
| | |
|
|
| Net Income |
| Total Shareholder Return |
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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. Net Income
Compensation Actually Paid vs. Total Shareholder Return
PROPOSAL 2
PHASE OUT CLASSIFIED BOARD OF DIRECTORS BY
APPROVING AMENDMENT TO COMPANY’S ARTICLES OF ORGANIZATION
Our Board of Directors is committed to strong corporate governance and has determined that it would be in the best interest of the Company and its shareholders to amend Section 6.4.3 of the Company’s current Charter to phase out the classified structure of our Board of Directors over a five-year period, and by the Company’s 2027 annual meeting of shareholders, to institute annual voting to elect each director to serve a one-year term. By phasing out our classified board structure, we believe that we will further our goal of ensuring that our corporate governance policies maximize the accountability of our Board of Directors to our shareholders.
The Charter currently provides for our Board of Directors to be divided into three classes of directors serving staggered three-year terms, with the classes being as equal in number as possible. Consequently, at each annual meeting of our shareholders, the term of only one class expires, with only that class of directors being subject to shareholder re-election. The current structure of our Board of Directors sometimes is referred to as a “classified” or “staggered” board of directors.
Following a recommendation by our Nominating and Governance Committee, our Board of Directors announced on May 3, 2021 its intention to propose an amendment to the Charter to declassify our Board of Directors over a five-year period (the “Amendment”). The material terms of the Amendment are described below, and the form of the Amendment as adopted by our Board of Directors is attached to this Proxy Statement as Appendix A.
If the Amendment is approved by our shareholders, our Charter will be modified such that for our annual meetings of shareholders in 2025 and 2026, the classes of directors whose terms expire at those meetings will be nominated for re-election for two- and one-year terms, respectively, and our Board of Directors will be fully declassified, with all directors standing for annual election, beginning with the Company’s 2027 annual meeting of shareholders. The following table illustrates how our classified Board of Directors will be phased out if shareholders approve the Amendment, assuming no change in the number of our directors.
| | | | | | | | |
| Annual Meeting | Number of Directors to be Elected | Term of Directors Elected
(Year of Expiration) |
| 2022 | 4 | three-year term (expires 2025) |
| 2023 | 4 | three-year term (expires 2026) |
| 2024 | 4 | three-year term (expires 2027) |
| 2025 | 4 | two-year term (expires 2027) |
| 2026 | 4 | one-year term (expires 2027) |
| 2027 | 12 | one-year term (expires 2028) |
If the Amendment is not approved by our shareholders, our Board of Directors will remain classified, and our directors will continue to be subject to the Charter’s current classification, in which case each class of directors that is elected will serve a three-year term and will be subject to re-election for a subsequent three-year term at the expiration of that class’s term.
Our Board of Directors recognizes that a classified board structure may offer several advantages, such as promoting board continuity and stability, encouraging directors to take longer-term perspectives and ensuring that a majority of directors will always have prior experience with the Company. Additionally, classified boards may provide increased protection in the context of certain company takeover tactics, as a classified board makes it more difficult to change a majority of all directors in a single year. However, although our Board of Directors appreciates that these are important considerations, our Board of Directors also considered the potential advantages of declassification, including the ability for our shareholders to evaluate directors annually, which reinforces our directors’ accountability to shareholders. Our Board of Directors believes that a robust
governance program is vital to creating long-term shareholder value and that the phased declassification of the Board, if the Amendment is approved, would further demonstrate the Company’s commitment to strong corporate governance.
The proposed Amendment to phase out the classification of our Board of Directors and ultimately to provide for the annual election of directors will be approved only if a majority of the shares of Common Stock issued and outstanding as of the Record Date for the 2022 Annual Meeting are voted in favor of the Amendment.
Recommendation
The Board unanimously recommends that shareholders vote FOR the Amendment to phase out our classified board structure in the form attached to this Proxy Statement as Appendix A.
PROPOSAL 3
ADVISORY VOTE ON EXECUTIVE COMPENSATION
The Compensation Discussion and Analysis beginning on page 2625 of this Proxy Statement describes our executive compensation program and the compensation decisions that the Compensation and Human Capital Management Committee and Board of Directors made in 20212022 with respect to the compensation of our NEOs. The Board of Directors is asking shareholders to cast a non-binding, advisory vote FOR the following resolution:
| | |
| RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED. |
As we describe in the Compensation Discussion and Analysis section of this Proxy Statement, our executive compensation is designed to closely align the interests of our NEOs with those of our shareholders on both a short-term and long-term basis, and to attract and retain key executives critical to our success.
We urge shareholders to read the Compensation Discussion and Analysis beginning on page 2625 of this Proxy Statement and to review the 20212022 Summary Compensation Table and related compensation tables and discussion, appearing on pages 45 through 52, which provide detailed information on the Company’s executive compensation policies and practices. The Company is committed to ensuring it receives timely feedback from shareholders on their alignment with the Company's executive compensation practices.
Recommendation
Our Board of Directors recommends a vote FOR Proposal 3.2.
DIRECTOR COMPENSATION
For the year ended December 31, 2021,2022, each of our directors (other than the Chair of the Board) received an annual Board of Directors retainer of $55,000, an annual grant of restricted stock with a value approximately equal to $55,000, and annual committee member fees ranging from $5,000 to $6,250.$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 committee,and innovation committee,committees, and the board of trustees of the Foundation. Chairs of certain committees also received additional committee chair retainers ranging from $10,000 to $20,000.$20,000, and the Lead Director receives an annual retainer of $40,000. In addition, directors received per meeting fees for attending meetings of Eastern Bank's board of advisors, board of ambassadors, annual meeting, and investment advisory committee. Directors who are also employees are not compensated for their service as directors. Our Compensation Committee has approved increases to committee member retainers for some committees, effective January 1, 2022. The changes were made to align committee member compensation relative to peers and reflect the increased number of committee meetings as a result of the Company's status as a public company.
Under the terms of the 2021 Equity Plan, each non-employee director of the Company received a one-time grant of restricted stock with a value approximately equal to $1.25 million as of the date of grant (“One-Time Director Awards”). The One-Time Director Awards were self-executing under the terms of the 2021 Equity Plan, and were deemed to be granted on November 30, 2021, the day following the approval of the 2021 Equity Plan, including the One-Time Director Awards, by the Company’s shareholders. The One-Time Director Awards will vest pro rata over a five-year period from the date of grant.
The Compensation Committee determined to include the grant of the One-Time Director Awards within the terms of the 2021 Equity Plan, in part, in recognition of the significant efforts and dedication of each such Director in connection with the Company’s initial public offering. These awards were also in recognition of the fact that the non-employee Directors have not previously had the opportunity to receive equity grants. Moreover, in making these awards, consideration was given, in part, to the fact that the Board of Directors voted to freeze the Company's Outside Directors’ Retainer Continuance Plan (“ODRC”), effective as of December 31, 2020. The ODRC was frozen in consideration of the Company becoming a publicly traded company, and in 2021, the Company did not accrue for benefits to non-employee Directors under the ODRC. Prior to 2021, we annually accrued for a benefit equal to one year's cash retainer for each of our non-employee directors (other than Mr. Holbrook, who was not eligible to participate as a former executive of Eastern Bank Corporation). Beginning in 2022, the Compensation Committee intends to replace the ODRC payments with annual equity grants to non-employee Directors. All such awards to Directors will be made under the Equity Plan and are expected to consist of restricted stock.
Although the One-Time Director Awards were, in part, in recognition of past service, they are subject to a Director's continued dedication and service to the Company during the five-year vesting period, subject to acceleration due to death, disability, involuntary termination of service following a change in control or other circumstance which, in the discretion of the Compensation Committee, would warrant acceleration.
Set forth below is a summary of the compensation received by each of our non-employee directors for the year ended December 31, 2021.2022.
| | Name | Name | | Fees Earned
($)(1) | | Stock Awards
($) (2) | | All Other Compensation (3) | | Total ($)(4) | Name | | Fees Earned
($)(1) | | Stock Awards
($)(2) | | All Other Compensation
($)(3) | | Total ($)(4) |
| Richard C. Bane | Richard C. Bane | | $ | 125,550 | | | $ | 1,249,992 | | | $ | 2,000 | | | $ | 1,377,542 | | Richard C. Bane | | $ | 124,800 | | | $ | 54,999 | | | $ | 5,719 | | | $ | 185,518 | |
| Luis Borgen | Luis Borgen | | $ | 100,550 | | | $ | 1,249,992 | | | $ | — | | | $ | 1,350,542 | | Luis Borgen | | $ | 83,050 | | | $ | 54,999 | | | $ | 4,719 | | | $ | 142,768 | |
| Joseph T. Chung | Joseph T. Chung | | $ | 110,550 | | | $ | 1,249,992 | | | $ | 1,000 | | | $ | 1,361,542 | | Joseph T. Chung | | $ | 105,800 | | | $ | 54,999 | | | $ | 5,719 | | | $ | 166,518 | |
| Paul M. Connolly | Paul M. Connolly | | $ | 123,550 | | | $ | 1,249,992 | | | $ | — | | | $ | 1,373,542 | | Paul M. Connolly | | $ | 110,050 | | | $ | 54,999 | | | $ | 4,719 | | | $ | 169,768 | |
| Bari A. Harlam | Bari A. Harlam | | $ | 85,550 | | | $ | 1,249,992 | | | $ | 1,000 | | | $ | 1,336,542 | | Bari A. Harlam | | $ | 82,300 | | | $ | 54,999 | | | $ | 5,719 | | | $ | 143,018 | |
| Diane S. Hessan | Diane S. Hessan | | $ | 86,800 | | | $ | 1,249,992 | | | $ | 1,000 | | | $ | 1,337,792 | | Diane S. Hessan | | $ | 90,750 | | | $ | 54,999 | | | $ | 4,719 | | | $ | 150,468 | |
| Richard E. Holbrook (5) | Richard E. Holbrook (5) | | $ | 95,800 | | | $ | 1,249,992 | | | $ | 1,000 | | | $ | 1,346,792 | | Richard E. Holbrook (5) | | $ | 91,300 | | | $ | 54,999 | | | $ | 5,719 | | | $ | 152,018 | |
| Deborah C. Jackson | Deborah C. Jackson | | $ | 134,300 | | | $ | 1,249,992 | | | $ | 1,000 | | | $ | 1,385,292 | | Deborah C. Jackson | | $ | 131,800 | | | $ | 54,999 | | | $ | 5,719 | | | $ | 192,518 | |
| Peter K. Markell | Peter K. Markell | | $ | 123,550 | | | $ | 1,249,992 | | | $ | 1,000 | | | $ | 1,374,542 | | Peter K. Markell | | $ | 121,800 | | | $ | 54,999 | | | $ | 5,719 | | | $ | 182,518 | |
Greg A. Shell | Greg A. Shell | | $ | 89,300 | | | $ | 1,249,992 | | | $ | — | | | $ | 1,339,292 | | Greg A. Shell | | $ | 97,550 | | | $ | 54,999 | | | $ | 5,719 | | | $ | 158,268 | |
| Paul D. Spiess | Paul D. Spiess | | $ | 108,050 | | | $ | 1,249,992 | | | $ | 750 | | | $ | 1,358,792 | | Paul D. Spiess | | $ | 101,050 | | | $ | 54,999 | | | $ | 5,219 | | | $ | 161,268 | |
(1)Represents total fees earned in 2021,2022, including fees deferred pursuant to the 409A Plan.
(2)Represents the aggregate grant date fair value of restricted stock awards granted to our non-employee directorscomputed in 2021. The aggregate grant date fair value of the restricted stock awards, as determined under the Financial
Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)accordance with FASB ASC Topic 718, which was determinedequal to the closing price of a share of Company common stock on the date of grant, May 17, 2022, multiplied by multiplying the number of shares underlying the award by $20.13, which was the closing price per share of our common stockaward.
(3)Represents accrued dividends paid in cash on the grant date ofor around November 30, 2022, upon the vesting of a portion of 2021 restricted stock awards that had been granted on November 30, 2021.
(3) Dividends paid for 2022 represent $4,719.22 for each director. Amounts representfor Messrs. Bane, Chung, Holbrook, Markell, Shell, and Spiess and Mses. Harlam and Jackson also include matching contributions of up to $1,000 each paid in 20212022 to one or more charitable institutions in the name of athe director pursuant to the Foundation’sa matching charitable gift program (“Matching Gift Program”).offered through the Foundation. Non-employee directors are eligible tomay participate in the Matching Gift Programthis program in connection with their service as directors. Matching charitabledirectors; matching gifts are generally limited tocapped at $1,000 on an annual basis per director except that in 2020, the Foundation offered a 2:1 match for donations to New Commonwealth Racial Equity and Social Justice Fund, which provides grants and other essential support to community groups and coalitions in the Commonwealth of Massachusetts that are working to fight racism.per year.
(4)Our directors' total compensation in this table does not include earnings on the 409A Plan, a nonqualified defined contribution plan in which Messrs. Bane and Connolly and Ms. Harlam participate, 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.
(5)In addition to his fees earned as a director in 2021,2022, Mr. Holbrook also received a $200,000 retirement-related payment in 20212022 in connection with his previous tenure as chief executive officerCEO of Eastern Bank. Mr. Holbrook retired as chairChair and chief executive officerCEO of Eastern Bank in 2016.
(6)Represents compensation received by our former director Mr. Greg A. Shell in connection with his Board service prior to his resignation effective December 2, 2022. Mr. Shell forfeited the unvested portion of his equity awards upon his resignation.
Director Stock Ownership Guidelines. The Company’s Board of Directors believes that the Company’s directors, including the Chief Executive Officer,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:
•Non-employee directors shall hold five times the value of their cash retainers in shares of the Company’s stock;
•The Chief Executive OfficerCEO shall hold five times the value of his or her annual base salary in shares of the Company’s stock; and
•Any director who serves as an executive officer, other than the Chief Executive Officer,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 CompensationC&HCM Committee.
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 actually 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 CompensationC&HCM Committee. As of January 1, 2022,2023, all of our non-employee directors were in compliance with our stock ownership guidelines.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Audit Fees
The following table summarizes the aggregate fees (including out-of-pocket expenses) billed for professional services rendered by Ernst & Young for fiscal 2021years 2022 and 2020.2021. All such services were pre-approved by our Audit Committee in accordance with its charter, as described below in the section captioned “Pre-Approval Policy and Procedures.”
| | Fee Category | Fee Category | Fiscal 2021 | Fiscal 2020 | Fee Category | Fiscal Year 2022 | Fiscal Year 2021 |
| Audit Fees (1) | Audit Fees (1) | $ | 2,026,200 | | $ | 1,488,700 | | Audit Fees (1) | $ | 1,966,200 | | $ | 2,026,200 | |
| Audit-Related Fees (2) | Audit-Related Fees (2) | $ | 69,100 | | $ | 1,728,545 | | Audit-Related Fees (2) | $ | 39,100 | | $ | 69,100 | |
| Tax Fees (3) | Tax Fees (3) | $ | 472,570 | | $ | 432,571 | | Tax Fees (3) | $ | 371,511 | | $ | 472,570 | |
| All Other Fees (4) | All Other Fees (4) | $ | — | | $ | — | | All Other Fees (4) | $ | — | | $ | — | |
| Total Fees | Total Fees | $ | 2,567,870 | | $ | 3,649,816 | | Total Fees | $ | 2,376,811 | | $ | 2,567,870 | |
(1) Audit fees consist of fees for the audit of our annual consolidated financial statements (including an assessment of our internal control over financial reporting), the review of interim consolidated financial statements included in our quarterly reports on Form 10-Q, and other professional services provided in connection with statutory and regulatory filings or engagements. For each of 2022 and 2021, these fees included audit work related to our acquisition of Century and to the Company's planned adoption of the current expected credit losses methodology, also known as CECL, oneffective January 1, 2022. For 2021 and 2020, theseThese fees also included expanded audit procedures or consultations with our management as to the accounting or disclosure treatment of transactions or events under the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, Financial Accounting Standards Board or other regulatory or standard-setting bodies. For 2021, these fees also included audit work related to our acquisition of Century Bancorp, Inc., which we acquired in November 2021.
(2) Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or the review of our financial statementsstatement and are not reported under “Audit"Audit Fees.”" Audit-related services provided by EY in 2022 and 2021 represented fees in connection with attestation services. Audit-related services provided by EY in 2020 represented fees in connection with our initial public offering and other attestation services.
(3) Tax fees in 20212022 and 20202021 consist of fees for tax preparation and tax compliance and advisory services in connection with servicing the Company'sour clients in itsour Eastern Wealth Management division.
(4) There were no other fees in 20212022 or 2020.2021.
Pre-Approval Policy and Procedures
In accordance with its charter, the Audit Committee of our Board of Directors pre-approves any engagement for audit services, audit-related, and non-audit services (including tax services) to be provided by our independent external auditor before the independent external auditor is engaged to render such services.
The Audit Committee may, and from time to time does, delegate its authority to pre-approve services to the Chair of such committee, provided that any such approvals are presented to the full committee at the next Audit Committee meeting.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors (the “Audit Committee”) is comprised of the six directors five directors named below. Each member of the Audit Committee is an independent director (as independence is defined in the listing standards of the Nasdaq Global Select Market and Rule 10A-3 under the Exchange Act with respect to membership on audit committees).
The Audit Committee has adopted a written charter, which has been approved by the Board of Directors. The Audit Committee has reviewed and discussed the Company’s audited consolidated financial statements with management, which has primary responsibility for the preparation, presentation and integrity of the consolidated financial statements, and with the Company’s independent registered public accounting firm. The Company’s independent registered public accounting firm is responsible for auditing our Company’s financial statements and expressing opinions on the conformity of the Company’s audited consolidated financial statements with generally accepted accounting principles and on the Company’s internal controls over financial reporting. The Audit Committee is responsible for providing independent, objective oversight of these functions.
In the performance of the Audit Committee's oversight function, we have reviewed and discussed the audited financial statements of our company for the fiscal year ended December 31, 2021,2022, with management and our independent registered public accounting firm, Ernst & Young LLP (“EY”). We also discussed with EY the reasonableness of significant judgments and the clarity of disclosures in the financial statements, the quality, not just the acceptability, of our Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards, including the matters required to be discussed pursuant to the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. EY has also provided the Audit Committee with their communications required by PCAOB rules and the Audit Committee has discussed with EY the firm’s independence. We have also considered whether the provision by EY of tax services in 20212022 and 2020,2021 is compatible with maintaining their independence.
Based on our review of the materials and discussions with management and the independent registered public accounting firm described in this report, the Audit Committee recommended to the Board of Directors that the audited financial statements for 20212022 and 20202021 be included in our Company’s Annual Report on Form 10-K for the year ended December 31, 20212022 for filing with the SEC, and the Audit Committee appointed EY as the Company's independent registered public accounting firm for 2022.2023.
By the Audit Committee of the Board of Directors,
Richard C. Bane (chair)
Luis A. Borgen
Paul M. Connolly
Peter K. Markell
Greg A. Shell
Paul D. Spiess
PROPOSAL 43
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of our Board of Directors has appointed Ernst & Young as our Company’s independent registered public accounting firm for the fiscal year ended December 31, 2022.2023. EY has served as our Company’s independent registered public accounting firm since 2002. Although we are not required to seek shareholder ratification of this appointment, our Board of Directors decided to provide our shareholders with the opportunity to do so. If this proposal is not approved by our shareholders at the Annual Meeting, our Audit Committee will reconsider the appointment of EY. Even if the appointment of EY is ratified, our Audit Committee in its discretion may appoint a different independent registered public accounting firm at any time during the year.
Representatives of EY are expected to be present at the Annual Meeting. They will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from shareholders.
Recommendation
Our Board of Directors believes that the ratification of the appointment by the Audit Committee of Ernst & Young as our Company’s independent registered public accounting firm for the 20222023 fiscal year is in the best interests of our Company and shareholders and recommends you vote FOR ratification in Proposal 4.3.
OTHER ACTION
We are not aware at this time of any other matters that will be presented for action at the Annual Meeting. Should any such matters be presented, the proxies grant power to the proxy holders to vote shares represented by the proxies in the discretion of the proxy holders.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be included in the proxy statement and form of proxy relating to our 20232024 annual meeting of shareholders and to be presented at that meeting must be received by us for inclusion in the 2024 proxy statement and form of proxy no later than December 5, 2022.2023. In addition, our Bylaws contain an advance notice provision that requires shareholders who desire to bring proposals before an annual meeting (which proposals are not to be included in our proxy statement and are submitted outside the processes of Rule 14a-8 of the Exchange Act) to comply with the advance notice provision. The advance notice provision requires that shareholders give timely written notice of their proposal to our Corporate Secretary. To be timely, notices must be delivered to our Corporate Secretary at our principal executive office not less than 90 nor more than 120 days before the first anniversary of the prior year’s annual meeting of shareholders. Accordingly, a shareholder who intends to present a proposal at the 20232024 annual meeting of shareholders must provide written notice of the proposal to our Corporate Secretary after January 16, 20232024 and before February 15, 2023.2024. Proposals received at any other time will not be voted on at the meeting. Shareholders who wish to nominate director candidates for the shareholders to consider must include in the notice the additional information specified in our Bylaws including, among other things, the candidate’s name, biographical data and qualifications. Exchange Act Rule 14a-19(b) also requires additional information be included in director nomination notices, including a statement that the shareholder intends to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors. If a shareholder makes a timely notification, the proxies that we solicit for the meeting may still exercise discretionary voting authority on the proposal, consistent with the proxy rules of the SEC.
SOLICITATION STATEMENT
The Board of Directors of Eastern Bankshares, Inc. is soliciting proxies, and the Company pays for distributing and soliciting proxies. Copies of proxy materials will be supplied to brokers, dealers, banks and voting trustees, or their nominees, for the purpose of soliciting proxies from beneficial owners, and we will reimburse such record holders for their reasonable fees and expenses in forwarding proxy materials to shareholders.
Shareholders who elect to vote through the Internet or by telephone may incur costs such as telecommunication and Internet access charges for which the shareholder is solely responsible. The telephone and Internet voting facilities for shareholders of record will close when the polls close at the Annual Meeting.
Boston, Massachusetts
April 4, 20223, 2023
FORWARD-LOOKING STATEMENTS
When we use the terms “we”, “us”,“our, “our,” and the “Company,” we mean Eastern Bankshares, Inc., a Massachusetts corporation, and its consolidated subsidiaries, taken as a whole, unless the context otherwise indicates.
Certain statements contained in this Proxy Statement that are not historical facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements, which are based on certain current assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions.
Forward-looking statements are based on the current assumptions and beliefs of management and are only expectations of future results. Our actual results could differ materially from those projected in the forward-looking statements as a result of, among others, factors:
•the continued negative impacts and disruptions of the COVID-19 pandemic and measures taken to contain its spread on our employees, customers, business operations, credit quality, financial position, liquidity and results of operations;pandemic;
•the length and extent of the economic contraction as a result of the COVID-19 pandemic; continued deterioration in employment levels and other general business and economic conditions on a national basis and in the local markets in which we operate;
•changes in customer behavior;
•the possibility that future credit losses, loan defaults and charge-off rates are higher than expected due to changes in economic assumptions or adverse economic developments;
•turbulence in the capital and debt markets;
•changes in the rate of inflation of prices and goods and services in our market and nationally, and changes in expectations regarding future interest rates;inflationary or recessionary pressures;
•changes in interest rates;
•decreases in the value of securities and other assets;
•decreases in deposit levels necessitating increased borrowing to fund loans and investments;
•competitive pressures from other financial institutions;institutions or changes to customer behavior;
•operational risks including, but not limited to, cybersecurity incidents, fraud, natural disasters and future pandemics;
•changes in regulation;regulations and laws;
•reputational risks relating to our participation in the Paycheck Protection Program and other pandemic-related legislative and regulatory initiatives and programs;
•changes in accounting standards and practices;
•the risk that goodwill and intangibles recorded in our financial statements will become impaired;
•risks related to the implementation of acquisitions, dispositions, and restructurings, including the risk that acquisitionssuch activities may not produce results at levels or within time frames originally anticipated;
•the risk that we may not be successful in the implementation of our business strategy;
•changes in assumptions used in making such forward-looking statements;
•and other risks and uncertainties detailed in Part I, Item 1A "Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021,2022, as may be updated by Part II, Item 1A "Risk Factors” in our Quarterly Reports on Form 10-Q, as may be filed with the SEC from time to time.
Forward-looking statements speak only as of the date on which they are made. We do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.
ANNEX A
Non-GAAP Financial Measures
| | | | | | | | | | | | | | |
| | For the Year Ended December 31, |
| | 2021 | | 2020 |
| | (In thousands) |
| Net income (GAAP) | | $ | 154,665 | | | $ | 22,738 | |
|
| Non-GAAP adjustments: | | | | |
| Noninterest income components: | | | | |
| Income from investments held in rabbi trusts | | (10,217) | | | (10,337) | |
| Gains on sales of securities available for sale, net | | (1,166) | | | (288) | |
| (Gains) losses on sales of other assets | | (571) | | | 20 | |
| Noninterest expense components: | | | | |
| Rabbi trust employee benefit expenses | | 5,515 | | | 4,789 | |
| (Reversal of) impairment charge on tax credit investments | | (170) | | | 10,779 | |
| Indirect IPO costs (1) | | — | | | 1,199 | |
| Gain on sale of other real estate owned | | (87) | | | (606) | |
| Merger and acquisition expenses | | 35,460 | | | 90 | |
| Settlement and expenses for putative consumer class action matters | | 3,325 | | | — | |
| Stock donation to the Foundation | | — | | | 91,287 | |
| Total impact of non-GAAP adjustments | | 32,089 | | | 96,933 | |
| Less net tax benefit associated with non-GAAP adjustment (2) | | 20,869 | | | 17,537 | |
| Non-GAAP adjustments, net of tax | | $ | 11,220 | | | $ | 79,396 | |
| Operating net income (non-GAAP) | | $ | 165,885 | | | $ | 102,134 | |
(1)Reflects costs associated with our IPO that are indirectly related to the offering and therefore were not recorded as a reduction of capital.
(2)The net tax benefit (expense) associated with these items is determined by assessing whether each item is included or excluded from net taxable income and applying our combined statutory tax rate only to those items included in net taxable income. The 2020 net tax benefit amount reflects the impact of the $12.0 million valuation allowance associated with the stock donation to the Eastern Bank Foundation. The 2021 net tax benefit amount reflects the impact of the reversal of $11.3 million of the $12.0 million valuation allowance associated with the stock donation to the Eastern Bank Foundation.
Operating net income, which we also refer to as net operating earnings, is a non-GAAP financial measure. Non-GAAP financial measures are not meant to be considered superior to or a substitute for the results of operations prepared in accordance with GAAP. In addition, this non-GAAP financial measure has limitations associated with its use as compared to the most directly comparable GAAP measure, in that it may be different from, and therefore not comparable to, similar measures used by other companies and to the performance of our competitors. Such measure is also used by us in our financial and operating decision-making and for compensation purposes. We also believe this information is responsive to investors' requests and gives them an additional measure of our performance.
We believe that this non-GAAP financial measure, when taken together with the corresponding GAAP financial measure, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our core business, operating results, or future outlook. We believe that the inclusion of such measure helps investors to gain an understanding of our underlying operations and future prospects, consistent with how management measures and forecasts our performance, especially when comparing such results to previous periods or forecasts. Such measure is also used by us in our financial and operating decision-making and for compensation purposes.
Appendix A
Proposed Amendment to the
Articles of Organization of Eastern Bankshares, Inc.
Subject to approval by the requisite vote of shareholders of the Company, Sections 6.4.3 and 6.4.4 of Article VI of the Articles of Organization of Eastern Bankshares, Inc. would be amended to read in their entirety as follows, with additions indicated by underlining and deletions indicated by strikeouts:
6.4.3 CLASSIFICATION OF DIRECTORS (THROUGH 2027 ANNUAL MEETING).
(a) The number of Directors and their respective classifications shall be fixed from time to time by the Board of Directors; provided, however, that if at the time of such action there is an Interested Shareholder, such action shall in addition require the affirmative vote of a majority of the Independent Directors then in office.
(b) The Through but not including the 2027 annual meeting of shareholders, the Directors, other than those who may be elected by the holders of any other class or series of shares of the Corporation with a separate right to elect Directors, shall be classified, with respect to the term for which they severally hold office, into three classes, as nearly equal in number as possible, with one class to be elected annually. At eachthe annual meetings of shareholders held in 2023 and 2024, the successors of the class of Directors whose term expires at that meeting shall be elected at such meeting to hold office for a term expiring at the annual meeting of shareholders held in the third year following the year of their election. At the 2025 annual meeting of shareholders, provided, however, that during the time necessary to accomplish successors of the classification of directors, one class of Directors may whose term expires at that meeting shall be elected at such meeting to hold office for a term of one expiring at the annual meeting of shareholders held in the second year and one following the year of their election. At the 2026 annual meeting of shareholders, the successors of the class of Directors may whose term expires at that meeting shall be elected at such meeting to hold office for a term of two (2) yearsexpiring at the next annual meeting of shareholders. Members of each class shall hold office until the annual meeting occurring at the end of their respective terms, or until such Director sooner dies, resigns, is removed or becomes disqualified.
(c)Beginning with the 2027 annual meeting of shareholders, each Director, other than those who may be elected by the holders of any other class or series of shares of the Corporation with a separate right to elect Directors, shall be elected for a term expiring at the next annual meeting of shareholders, and each Director shall hold office until the next annual meeting of shareholders, or until such Director sooner dies, resigns, is removed or becomes disqualified.
(d) Despite the expiration of a Director’s term, such Director shall continue to serve until his or her successor is duly elected and qualified or until the number of Directors has been reduced. Subject to the rights of the holders of any series of preferred stock then outstanding and except as otherwise required by applicable law, any and all vacancies in the Board of Directors, however occurring including, without limitation, by reason of an increase in size of the Board of Directors, or the death, resignation, disqualification or removal of a Director, shall be filled solely and exclusively by the affirmative vote of a majority of the remaining Independent Directors then in office, even though less than a quorum. A vacancy that will occur at a specific later date may be filled before the vacancy occurs, but the new Director may not take office until the vacancy occurs. Directors so chosen shall hold office for a term expiring at the annual meeting of shareholders at which the term of office of the class to whichDirector they have been chosen to replace expires. A decrease in the number of Directors shall not shorten any incumbent Director’s term.
(e) If the number of Directors is changed prior to the 2026 annual meeting of shareholders, any increase or decrease shall be apportioned among the classes so as to maintain the number of Directors in each class as nearly equally as possible, and any additional Director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class. If the number of Directors is increased at or following the 2026 annual meeting of shareholders, any additional Director elected to fill a vacancy resulting from such increase shall hold office for a term expiring at the next annual meeting of shareholders.
