DEF 14A

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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☐ Preliminary Proxy Statement		☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Eastern Bankshares, Inc.

(Name of the Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LOGO

March 27, 2025

Dear Shareholder:

I am pleased to invite you to attend the 2025 Annual Meeting of Shareholders of Eastern Bankshares, Inc. The meeting will be held on Monday, May 19, 2025, at 12:00 p.m. Eastern Time online via the Internet. Details regarding the business to be conducted at the meeting are described in the notice of the meeting and our proxy statement.

Shareholders will receive a notice describing how to access our proxy materials over the Internet, how to request a paper copy of proxy materials, and how to register to attend the meeting virtually. Our proxy materials, including this proxy statement and our 2025 annual report to shareholders, contain 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 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 virtual 2025 Annual Meeting of Shareholders.

Thank you for your support and continued interest in Eastern Bankshares, Inc.

Sincerely,

LOGO

ROBERT F. RIVERS

Chair of the Board of Directors and

Executive Chair

LOGO

March 27, 2025

To Shareholders of

Eastern Bankshares, Inc.

NOTICE OF ANNUAL MEETING

The 2025 Annual Meeting of Shareholders of Eastern Bankshares, Inc. (“the Company”) will be held on Monday, May 19, 2025, at 12:00 p.m. Eastern Time online via the Internet. The purpose of the meeting is to consider and take action upon the following matters:

to elect five directors for a two-year term expiring in 2027;

to hold an advisory vote on executive compensation;

to ratify the appointment of Ernst & Young LLP by the Audit Committee of the Board of Directors as the Company’s independent registered public accounting firm for the 2025 fiscal year; and

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 14, 2025. 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 virtual 2025 Annual Meeting, you may also vote your shares through the Internet during the meeting.

You are entitled to participate in the 2025 Annual Meeting if you were a shareholder at the close of business on Friday, March 14, 2025, 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 2025 Annual Meeting online via the Internet, visit www.proxydocs.com/EBC and enter your control number. Registrants who choose to participate will be provided a link via email to the virtual meeting on the day of the meeting.

•

To vote your shares virtually in advance of or at the 2025 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 virtual 2025 Annual Meeting, 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.

LOGO

KATHLEEN C. HENRY

Executive Vice President, General Counsel and

Corporate Secretary

TABLE OF CONTENTS


	Page

Proxy Statement		1
Internet Availability of Proxy Materials		1
Voting Procedures		1
Security Ownership of Certain Beneficial Owners and Management		5
Delinquent Section 16(a) Reports		8
Proposal 1 - Election of Directors		9
Corporate Governance		17
Certain Relationships and Related Party Transactions		25
Information About Our Executive Officers		28
Compensation Discussion and Analysis		30
Compensation and Human Capital Management Committee Report		49
Executive Compensation		50
2024 Summary Compensation Table		50
Grant of Plan-Based Awards		53
Outstanding Equity Awards		54
Nonqualified Deferred Compensation		55
Pension Benefits		57
Potential Payments Upon Change of Control		58
PEO Pay Ratio		61
Pay Versus Performance		62
Proposal 2 - Advisory Vote on Executive Compensation		67
Director Compensation		68
Independent Registered Public Accounting Firm		70
Audit Committee Report		71
Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm		72
Other Action		73
Shareholder Proposals		73
Solicitation Statement		73
Forward-Looking Statements		74

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 “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 2025 annual meeting of shareholders (“Annual Meeting” or “the Meeting”) to be held on Monday, May 19, 2025, at 12:00 p.m. Eastern time online via the Internet and at any adjournment of that meeting. The mailing address of our principal executive office is 125 High Street, Boston, MA 02110. The Notice of Annual Meeting and this Proxy Statement are first being furnished to our shareholders on or about March 27, 2025.

INTERNET AVAILABILITY OF PROXY MATERIALS

Our proxy materials are available over the Internet. Shareholders will receive a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about March 27, 2025, 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 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 five individuals to our Board of Directors, each to be elected for a two-year term expiring in 2027 (Proposal 1); approval, by non-binding advisory vote, of the compensation of our named executive officers (Proposal 2); and ratification of the appointment by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the 2025 fiscal year (Proposal 3).

Voting Securities and Record Date

Only shareholders of record at the close of business on Friday, March 14, 2025 (“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 the Record Date consisted of 213,500,243 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 Articles of Organization, a person who beneficially owns more than 10% of our shares will be entitled to cast only one one-hundredth (1/100th) of a vote per share for each share in excess of the 10% limit.

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 Monday, March 31, 2025, to the time of the Annual Meeting.

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 online.

Virtual Meeting Registration and Attendance Process

• To attend the virtual Annual Meeting, 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.

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 virtual Annual Meeting, we encourage you to vote in advance by Internet, telephone, or mail so that your vote will be counted in the event 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, 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:


By Internet		by following the Internet voting instructions included in the proxy card and Notice until the close of polls at the Annual Meeting.
By Telephone		by following the telephone voting instructions included in the proxy card and Notice until the close of polls at the Annual Meeting.
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.
Online during the Annual Meeting		by attending the virtual Annual Meeting and voting online while the polls are open.

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 online during the Annual 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 an advisory vote on compensation paid to our Named Executive Officers (“NEOs”); and FOR ratification of the appointment by the Audit Committee of the Board of Directors of our independent registered public accounting firm for the 2025 fiscal year.

Shareholders in “Street Name”

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 considered a routine matter. The vote on election of directors 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. Please 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 ESOP or 401(k) Plan, you will receive a Notice by e-mail or 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 14, 2025, 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 14, 2025), which is earlier than the voting deadline for shareholders of record (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. However, you may still register for and attend the Annual Meeting and ask questions.

Even if you plan to attend the virtual Annual Meeting, 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.

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: Advisory Vote on Executive Compensation (Proposal 2); and Ratification of the Appointment by the Audit Committee of the Board of Directors of Our Independent Registered Public Accounting Firm (Proposal 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. Abstentions 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 14, 2025, 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., 125 High Street, Boston, Massachusetts 02110. The applicable percentage of beneficial ownership is based on 213,500,243 shares of our common stock outstanding as of March 14, 2025. 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 14, 2025 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	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)		16,382,980		—		16,382,980		7.67	%
Principal Trust Company (5)		14,791,261		—		14,791,261		6.93	%
T. Rowe Price Investment Management, Inc. (6)		9,817,082		—		9,817,082		4.60	%
BlackRock, Inc. (7)		12,590,988		—		12,590,988		5.90	%
FMR LLC (8)		18,431,075		—		18,431,075		8.63	%
Richard C. Bane (9)		194,443		—		194,443		*
Luis A. Borgen (10)		29,535		—		29,535		*
Joseph T. Chung (11)(15)		124,443		—		124,443		*
Bari A. Harlam (12)(15)		73,912		—		73,912		*
Marisa J. Harney (13)		4,696		—		4,696		*
Diane S. Hessan (14)		116,443		—		116,443		*
Richard E. Holbrook (16)		270,943		—		270,943		*
Deborah C. Jackson (15)(17)		86,284		—		86,284		*
Peter K. Markell (18)		174,443		—		174,443		*
Leon A. Palandjian (19)		91,506		—		91,506		*
Robert F. Rivers (15)(20)		312,544		—		312,544		*
Cathleen A. Schmidt (21)		24,125		—		24,125		*
Denis K. Sheahan (22)		249,798				249,798		*
Linda M. Williams (23)		4,696		—		4,696		*
Andargachew S. Zelleke (24)		5,540		—		5,540		*
Quincy L. Miller (25)		132,061		—		132,061		*
David Rosato (26)		20,000		—		20,000		*


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 (%)
Kathleen C. Henry (27)		69,491		—		69,491		*
James B. Fitzgerald (28)		226,898		—		226,898		*
All Directors and Executive Officers as a group (21 persons) (29)		2,352,720		—		2,352,720		1.10	%

* 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 the amounts of 3,912 shares for NEOs Messrs. Rivers, Miller and Fitzgerald and Ms. Henry. Mr. Sheahan has 3,461 shares held by the Cambridge ESOP and Mr. Rosato is not eligible to participate in the Company’s ESOP until 2025. 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 sixty (60) days of Friday, March 14, 2025.

(4)

Based upon information regarding Company holdings reported by way of Amendment No. 3 to a Schedule 13G filed with the SEC on February 13, 2024, by The Vanguard Group (“Vanguard”). The address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355. Vanguard reported that, as of December 29, 2023, it had shared voting power over 137,253 shares; sole dispositive power over 16,081,993 shares; and shared dispositive power over 300,987 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. 4 to a Schedule 13G filed with the SEC on November 14, 2024, by Delaware Charter Guarantee & Trust Company dba Principal Trust Company as Directed Trustee (“Trustee”) of the ESOP. The Trustee reported that, as of September 30, 2024, it held 14,791,261 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 the 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”). 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 and is subject to certain fiduciary duties under ERISA.

(6)

Based upon information regarding Company holdings reported by way of Amendment No. 1 to Schedule 13G filed with the SEC on November 14, 2024, by T. Rowe Price Investment Management, Inc (“T. Rowe Price”). The address of T. Rowe Price is 101 E. Pratt Street, Baltimore, MD 21201. T. Rowe Price reported that, as of September 30, 2024, it had sole voting power over 9,756,350 shares and sole dispositive power over 9,817,082 shares. T. Rowe Price beneficially owns the Company holdings disclosed in the table above in its capacity as an investment advisor.

(7)

Based upon information regarding Company holdings reported by way of Amendment No. 3 to a Schedule 13G filed with the SEC on January 26, 2024, by BlackRock, Inc. The address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. BlackRock, Inc., which filed as a parent holding company,

reported that, as of December 31, 2023, it had sole voting power and sole dispositive power over 12,245,822 and 12,590,988 shares, respectively.

(8)

Based upon information regarding Company holdings reported by way of Amendment No. 1 to a Schedule 13G filed with the SEC by FMR LLC, on November 12, 2024. The address of FMR LLC is 245 Summer Street, Boston, MA 02210. FMR LLC reported that, as of September 30, 2024, it, as a parent holding company/control person, and Abigail P. Johnson, Director, Chairman, and Chief Executive Officer of FMR LLC, as an individual, each had sole dispositive power over 18,431,075 shares. FMR LLC had sole voting power over 18,421,237 shares. Fidelity Management & Research Company LLC, a subsidiary of FMR LLC, beneficially owned 5% or more of the shares reported in its capacity as an investment advisor. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners of Series B voting common shares representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shares have entered into a shareholders’ agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed to form a controlling group with respect to FMR LLC.

(9)

Consists of (i) 164,908 shares held directly and (ii) 29,535 shares of restricted stock that are subject to applicable vesting requirements.

(10)

Consists of (i) 29,535 shares of restricted stock that are subject to applicable vesting requirements.

(11)

Consists of (i) 94,908 shares held directly and (ii) 29,535 shares of restricted stock that are subject to applicable vesting requirements.

(12)

Consists of (i) 44,377 shares held directly and (ii) 29,535 shares of restricted stock that are subject to applicable vesting requirements.

(13)

Consists of (i) 4,696 shares of restricted stock that are subject to applicable vesting requirements.

(14)

Consists of (i) 84,908 shares held directly; (ii) 29,535 shares of restricted stock that 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 as to which Ms. Hessan disclaims beneficial ownership except to the extent of any pecuniary interest therein.

(15)

Excludes 5,670,326 shares of Company common stock beneficially owned by the Eastern Bank Foundation (“Foundation”) as of March 14, 2025, as to which the director shares investment power as a trustee of the Foundation. The Company donated such shares in connection with its initial public offering (“IPO”). 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.

(16)

Consists of (i) 44,908 shares held directly; (ii) 196,500 shares held in joint tenancy with spouse; and (ii) 29,535 shares of restricted stock that are subject to applicable vesting requirements.

(17)

Consists of (i) 37,749 shares held directly; (ii) 19,000 shares held in an IRA; and (ii) 29,535 shares of restricted stock that are subject to applicable vesting requirements.

(18)

Consists of (i) 144,908 shares held directly and (ii) 29,535 shares of restricted stock that are subject to applicable vesting requirements.

(19)

Consists of (i) 36,609 shares held directly and (ii) 54,897 shares under joint tenancy with spouse.

(20)

Consists of (i) 108,632 shares held directly; (ii) 200,000 shares held in joint tenancy with spouse; and (iii) 3,912 shares held by the Company’s ESOP.

(21)

Consists of (i) 19,169 shares held indirectly in a revocable trust and (ii) 4,956 shares of restricted stock that are subject to applicable vesting requirements.

(22)

Consists of (i) 246,337 shares held indirectly in a revocable trust and (ii) 3,461 shares held by the Company’s ESOP.

(23)

Consists of (i) 4,696 shares of restricted stock that are subject to applicable vesting requirements.

(24)

Consists of (i) 5,540 shares held directly.

(25)

Consists of (i) 43,629 shares held directly; (ii) 83,240 shares held through IRAs; (iii) 1,280 shares held by spouse’s IRA, and (iv) 3,912 shares held by the Company’s ESOP.

(26)

Consists of (i) 20,000 shares held indirectly by spouse’s trust.

(27)

Consists of (i) 43,574 shares held directly; (ii) 22,005 shares held in a 401(k) Plan account; and (iii) 3,912 shares held by the Company’s ESOP.

(28)

Consists of (i) 71,205 shares held directly; (ii) 19,550 shares held in a 401(k) Plan account; (iii) 132,231 shares held in joint tenancy with spouse; and (iv) 3,912 shares held by the Company’s ESOP.

(29)

Includes (i) 2,141,151 shares held directly or indirectly with spouse or as custodian for the benefit of a family member; (ii) 103,520 shares held in IRAs, (iii) 71,118 shares held in 401(k) Plan accounts, and (iv) 26,931 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 2024 on a timely basis.

PROPOSAL 1

ELECTION OF DIRECTORS

Currently, our Board of Directors is divided into three classes of directors serving staggered terms, with each class being as equal in number as possible. Directors for each class are elected at the annual meeting of shareholders held in the year in which the term for their class expires. Five directors are standing for election at the Annual Meeting.

Based on the recommendation of its Nominating and Governance Committee, our Board of Directors has nominated Messrs. Holbrook, Markell, and Zelleke and Mses. Jackson and Williams for election as directors for the two-year term expiring at the 2027 annual meeting of shareholders. Messrs. Holbrook, Markell, and Zelleke and Mses. Jackson and Williams are each currently members of our Board of Directors. If any nominee becomes unable to serve as a director, the proxy holders may vote the proxy for the election of a substitute nominee to be designated by our Board of Directors. We do not expect that any nominee will be unable to serve. Directors serve until the expiration of their terms and until their successors have been elected and qualified or until their earlier retirement or their resignation, death or removal in accordance with our Bylaws.

In accordance with an amendment approved by our shareholders in 2022, our Articles of Organization have been amended to provide that for our annual meetings of shareholders in 2025 and 2026, the classes of directors whose terms expire at those meetings will be nominated for re-election for two- and one-year terms, respectively, and our Board of Directors will be fully declassified, with all directors standing for annual election, beginning with the Company’s 2027 annual meeting of shareholders.

Recommendation

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

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


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


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


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


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


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

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 2026)


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


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


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


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


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

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


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


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


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


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


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

Corporate Governance Matters

Our Board of Directors believes that good corporate governance is important to ensure that the 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.


		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 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 on the compensation of our Named Executive Officers, who are the 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 to provide for the recoupment of cash and incentive compensation from executive officers in the event of certain financial restatements.
☑		We have adopted stock 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, to further the alignment between shareholders and our executives and directors.

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 if applicable 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, Harney, Hessan, Schmidt and Williams and Messrs. Bane, Borgen, Chung, Markell, Palandjian and Zelleke. Messrs. Rivers, Sheahan and Holbrook each do not qualify as an “independent director” under the Nasdaq rules. Messrs. Rivers and Sheahan are not considered independent because they currently serve as our Executive Chair and Chief Executive Officer (“CEO”), respectively. Mr. Holbrook served as our CEO from January 1, 2007 through December 31, 2016, and he continued to receive compensation through January 2022 in connection with his retirement. In making these determinations on the independence of our directors, our Board of Directors considered the relationships that each such non-employee director has with the 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 prudential standards of the Federal Reserve Board, and an Audit Committee Independence Policy that establishes separate and higher standards of independence for members of the Audit Committee, consistent with the SEC and Nasdaq rules and guidelines of the Federal Deposit Insurance Corporation. Our Board of Directors has determined that each of Mses. Jackson, Harlam, Harney, Hessan, Schmidt and Williams and Messrs. Bane, Borgen, Chung, Markell, Palandjian and Zelleke is an “independent director” under the Director Independence Policy; that Mr. Borgen meets the enhanced independence standards applicable to the Chair of the Risk Management Committee under the Director Independence Policy; and that each of Messrs. Bane and Markell and Mses. Harney and Williams 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 Executive Chair 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 27, 2025, our Board of Directors was composed of fifteen (15) directors, reflecting the addition of four directors from the merger with Cambridge Bancorp effective July 12, 2024 (Messrs. Sheahan, Palandjian and Zelleke and Ms. Schmidt) as well as the retirement of Messrs. Connolly and Spiess at the end of 2024 in accordance with the age 75 retirement provision in our Corporate Governance Guidelines.

The Board does not have a fixed policy regarding the separation of the offices of the chair of the Board of Directors and the principal executive officer (“PEO”) of the Company 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, Mr. Rivers serves as both the principal executive officer of the Company and its Board Chair. He served as the Company’s CEO from January 2017 through the merger with Cambridge, becoming the Executive Chair effective July 12, 2024. As Executive Chair, he continues to serve as the Company’s PEO and as Chair of its Board of Directors. With over 30 years of experience in the financial services industry, including over 17 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 Company’s principal executive officer, 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 the Company’s principal executive officer and Board Chair focuses leadership, responsibility, and accountability in a single person while the Lead Director provides for effective checks and balances and helps ensure the independent directors 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 14, 2025:


	Audit Committee	Compensation and Human Capital Management Committee	Nominating and Governance Committee	Risk Management Committee
Richard C. Bane	_£		µ	_£
Luis A. Borgen				µ
Joseph T. Chung		µ	_£
Bari A. Harlam			_£
Marisa J. Harney	_£			_£
Diane S. Hessan		_£	_£
Richard E. Holbrook				_£
Deborah C. Jackson (1)		_£	_£
Peter K. Markell	µ	_£		_£
Leon A. Pallandjian				_£
Robert F. Rivers (2)

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SEC Form DEF 14A filed by Eastern Bankshares Inc.