EASTERN BANKSHARES, INC., DEF 14A filed on 3/26/2026
Proxy Statement (definitive)
v3.26.1
Cover
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Eastern Bankshares, Inc.
Entity Central Index Key 0001810546
v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay Versus Performance
In accordance with rules adopted by the SEC, we provide the following disclosure regarding executive “Compensation Actually Paid” or “CAP” (as calculated in accordance with SEC rules) and certain Company performance for the fiscal years listed below. Please refer to the “Compensation Discussion and Analysis” section of this Proxy Statement for a more complete description of how executive compensation relates to Company performance and how the CHCM Committee makes its decisions.
 
                           
 
Value of Initial Fixed $100
Investment Based on:
 
             
 Year #  
 
SCT Total for
PEO
   
 “Compensation 
 Actually Paid” to 
PEO (1) 
   
 Average SCT Total 
 for Non-PEO NEOs 
(2) 
   
 Average 
 “Compensation 
 Actually Paid” to 
 Non-PEO NEOs (1) 

 (2) 
   
 Company TSR 
 (3) 
   
 Peer Group TSR 
 (4) 
   
 GAAP Net Income 
 (thousands $) 
   
Operating
Net Income
(thousand $)
(5)
 
2025
  $ 4,432,693     $ 5,074,020     $ 2,736,668     $ 2,993,480     $ 128.18     $ 152.71     $ 88,219     $ 317,977  
2024
  $ 4,186,136     $ 5,028,364     $ 1,777,413     $ 2,057,039     $ 116.46     $ 143.39     $ 119,561     $ 196,620  
2023
  $ 4,915,097     $ 3,898,615     $ 1,999,339     $ 1,648,743     $ 93.07     $ 126.67     $ 232,177     $ 167,274  
2022
  $ 6,743,680     $ 5,859,893     $ 3,437,369     $ 2,918,229     $ 109.53     $ 127.17     $ 199,759     $ 195,950  
2021
  $ 4,208,543     $ 4,189,967     $ 2,380,559     $ 2,321,245     $ 125.55     $ 136.64     $ 154,665     $ 160,589  
(1)
Eastern’s PEO for the years reported 2021-2025 is Mr. Rivers.
(2)
Eastern’s
Non-PEO
NEOs for each year are as follows:
   
For 2025,
“Non-PEO
NEOs” include current NEOs, Messrs. Sheahan, Q. Miller, Rosato and Westermann.
   
For 2024,
“Non-PEO
NEOs” included NEOs, Messrs. Sheahan, Q. Miller, Rosato and Fitzgerald, the former Chief Administrative Officer, Chief Financial Officer and Treasurer, Eastern Bankshares, Inc., and Ms. Henry, General Counsel & Chief HR Officer.
   
For 2023,
“Non-PEO
NEOs” included NEOs, Messrs. Q. Miller, Fitzgerald, Westermann and Lodge, our former President and CEO of Eastern Insurance Group LLC, and Ms. Henry.
   
For 2022,
“Non-PEO
NEOs” included NEOs, Messrs. Q. Miller, Fitzgerald and Westermann, and Ms. Henry.
   
For 2021,
“Non-PEO
NEOs” included Messrs. Q. Miller and Fitzgerald, as well as Jan A. Miller, our former Vice Chair and Chief Commercial Banking Officer, and John F. Koegel, the former President and CEO of Eastern Insurance Group LLC.
(3)
Reflects the cumulative total shareholder return of Eastern Bankshares, Inc. over the five-year period. The reporting is based on a theoretical $100 invested of the last day of 2020 and valued as of the last trading day of 2021, 2022, 2023, 2024 and 2025.
(4)
Reflects the cumulative total shareholder return of the KRX over the five-year period. The reporting is based on a theoretical $100 invested on the last day of 2020 and valued as of the last trading day of 2021, 2022, 2023, 2024 and 2025.
(5)
Represents a
non-GAAP
financial measure. Please refer to the Company’s most recent Annual Report on Form
10-K
for a reconciliation of
non-GAAP
financial measures.
 
Adjustments from Summary Compensation Table for PEO
 
    
2025
   
2024
   
2023
   
2022
   
2021
 
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
  $ (764,265   $ (640,281   $ (617,294   $ (13,486   $ (86,687
Increase for service cost of Pension Plan and BEP   $ 525,760     $ 539,868     $ 181,935     $ 217,339     $ 68,111  
Deduction for prior service cost of Pension Plan and BEP   $     $     $     $     $  
Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table   $  (1,480,480     $ (1,353,380   $ (820,870     $ (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
  $ 1,894,151     $ 2,010,497     $ 705,649     $ 3,416,086     $  
Increase/(Deduction) for change in fair value from prior
year-end
to current
year-end
of awards granted prior to year that were outstanding and unvested as of
year-end
  $ 404,940     $ 395,050     $ (400,794   $     $  
Increase/(Deduction) for change in fair value from prior
year-end
to vesting date of awards granted prior year to date vested during year
  $ 61,221     $ (109,527   $ (65,108   $     $  
Total Adjustments 
 
$
641,327
 
 
$
842,227
 
 
 
$ (1,016,482
 
$
(883,787
 
$
 (18,576
 
Adjustment from Summary Compensation Table for
Non-PEO
NEOs
 
 
    
2025
   
2024
   
2023
   
2022
   
2021
 
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
  $ (161,983     $ (207,710)     $ (202,042   $ (26,832   $ (86,477
Increase for service cost of Pension Plan and BEP   $ 93,112     $ 120,688     $ 89,731     $ 111,932     $ 27,163  
Deduction for prior service cost of Pension Plan and BEP   $     $     $     $     $  
Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table   $  (1,361,003   $ (633,879   $ (201,781)     $ (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
  $ 1,573,343     $ 959,781     $ 173,458     $  1,897,809     $  
Deduction for change in fair value from prior
year-end
to current
year-end
of awards granted prior to year that were outstanding and unvested as of
year-end
  $ 97,814     $ 77,092     $ (178,134   $     $  
Deduction for change in fair value from prior
year-end
to vesting date of awards granted prior year to date vested during year
  $ 15,529     $ (36,346   $ (31,829   $     $  
Total Adjustments 
 
$
256,812
 
 
$
279,626
 
 
$
 (350,597
 
$
(519,139
 
$
 (59,314
       
Named Executive Officers, Footnote
(2)
Eastern’s
Non-PEO
NEOs for each year are as follows:
   
For 2025,
“Non-PEO
NEOs” include current NEOs, Messrs. Sheahan, Q. Miller, Rosato and Westermann.
   
For 2024,
“Non-PEO
NEOs” included NEOs, Messrs. Sheahan, Q. Miller, Rosato and Fitzgerald, the former Chief Administrative Officer, Chief Financial Officer and Treasurer, Eastern Bankshares, Inc., and Ms. Henry, General Counsel & Chief HR Officer.
   
For 2023,
“Non-PEO
NEOs” included NEOs, Messrs. Q. Miller, Fitzgerald, Westermann and Lodge, our former President and CEO of Eastern Insurance Group LLC, and Ms. Henry.
   
For 2022,
“Non-PEO
NEOs” included NEOs, Messrs. Q. Miller, Fitzgerald and Westermann, and Ms. Henry.
   
For 2021,
“Non-PEO
NEOs” included Messrs. Q. Miller and Fitzgerald, as well as Jan A. Miller, our former Vice Chair and Chief Commercial Banking Officer, and John F. Koegel, the former President and CEO of Eastern Insurance Group LLC.
       
Peer Group Issuers, Footnote
(4)
Reflects the cumulative total shareholder return of the KRX over the five-year period. The reporting is based on a theoretical $100 invested on the last day of 2020 and valued as of the last trading day of 2021, 2022, 2023, 2024 and 2025.
       
PEO Total Compensation Amount $ 4,432,693 $ 4,186,136 $ 4,915,097 $ 6,743,680 $ 4,208,543
PEO Actually Paid Compensation Amount $ 5,074,020 5,028,364 3,898,615 5,859,893 4,189,967
Adjustment To PEO Compensation, Footnote
Adjustments from Summary Compensation Table for PEO
 
    
2025
   
2024
   
2023
   
2022
   
2021
 
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
  $ (764,265   $ (640,281   $ (617,294   $ (13,486   $ (86,687
Increase for service cost of Pension Plan and BEP   $ 525,760     $ 539,868     $ 181,935     $ 217,339     $ 68,111  
Deduction for prior service cost of Pension Plan and BEP   $     $     $     $     $  
Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table   $  (1,480,480     $ (1,353,380   $ (820,870     $ (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
  $ 1,894,151     $ 2,010,497     $ 705,649     $ 3,416,086     $  
Increase/(Deduction) for change in fair value from prior
year-end
to current
year-end
of awards granted prior to year that were outstanding and unvested as of
year-end
  $ 404,940     $ 395,050     $ (400,794   $     $  
Increase/(Deduction) for change in fair value from prior
year-end
to vesting date of awards granted prior year to date vested during year
  $ 61,221     $ (109,527   $ (65,108   $     $  
Total Adjustments 
 
$
641,327
 
 
$
842,227
 
 
 
$ (1,016,482
 
$
(883,787
 
$
 (18,576
       
Non-PEO NEO Average Total Compensation Amount $ 2,736,668 1,777,413 1,999,339 3,437,369 2,380,559
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,993,480 2,057,039 1,648,743 2,918,229 2,321,245
Adjustment to Non-PEO NEO Compensation Footnote
Adjustment from Summary Compensation Table for
Non-PEO
NEOs
 
 
    
2025
   
2024
   
2023
   
2022
   
2021
 
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
  $ (161,983     $ (207,710)     $ (202,042   $ (26,832   $ (86,477
Increase for service cost of Pension Plan and BEP   $ 93,112     $ 120,688     $ 89,731     $ 111,932     $ 27,163  
Deduction for prior service cost of Pension Plan and BEP   $     $     $     $     $  
Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table   $  (1,361,003   $ (633,879   $ (201,781)     $ (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
  $ 1,573,343     $ 959,781     $ 173,458     $  1,897,809     $  
Deduction for change in fair value from prior
year-end
to current
year-end
of awards granted prior to year that were outstanding and unvested as of
year-end
  $ 97,814     $ 77,092     $ (178,134   $     $  
Deduction for change in fair value from prior
year-end
to vesting date of awards granted prior year to date vested during year
  $ 15,529     $ (36,346   $ (31,829   $     $  
Total Adjustments 
 
$
256,812
 
 
$
279,626
 
 
$
 (350,597
 
$
(519,139
 
$
 (59,314
       
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid vs. Total Shareholder Return
 
LOGO
       
Compensation Actually Paid vs. Net Income
Compensation Actually Paid vs. GAAP Net Income
 
LOGO
       
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid vs. Operating Net Income
 
LOGO
       
Total Shareholder Return Vs Peer Group
Compensation Actually Paid vs. Total Shareholder Return
 
LOGO
       
Tabular List, Table
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
 
 
Operating Net Income
 
 
Total Shareholder Return
 
 
       
Total Shareholder Return Amount $ 128.18 116.46 93.07 109.53 125.55
Peer Group Total Shareholder Return Amount 152.71 143.39 126.67 127.17 136.64
Net Income (Loss) 88,219,000 119,561,000 232,177,000 199,759,000 154,665,000
Adjustment to Compensation, Amount $ 317,977,000 196,620,000 167,274,000 195,950,000 160,589,000
Measure:: 1          
Pay vs Performance Disclosure          
Name Net Income        
Measure:: 2          
Pay vs Performance Disclosure          
Name Operating Net Income        
Measure:: 3          
Pay vs Performance Disclosure          
Name Total Shareholder Return        
PEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 641,327 842,227 (1,016,482) (883,787) (18,576)
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,480,480) (1,353,380) (820,870) (4,503,726) 0
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,894,151 2,010,497 705,649 3,416,086 0
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 404,940 395,050 (400,794) 0 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 61,221 (109,527) (65,108) 0 0
PEO | Deduction for change in actuarial present values reported under the Change in Pension Value and Nonqualified Deferred Compensation Earnings column in the Summary Compensation [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (764,265) (640,281) (617,294) (13,486) (86,687)
PEO | Increase for service cost of Pension Plan and BEP [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 525,760 539,868 181,935 217,339 68,111
PEO | Deduction for prior service cost of Pension Plan and BEP [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 256,812 279,626 (350,597) (519,139) (59,314)
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,361,003) (633,879) (201,781) (2,502,048) 0
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,573,343 959,781 173,458 1,897,809 0
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 97,814 77,092 (178,134) 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 15,529 (36,346) (31,829) 0 0
Non-PEO NEO | Deduction for change in actuarial present values reported under the Change in Pension Value and Nonqualified Deferred Compensation Earnings column in the Summary Compensation [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (161,983) (207,710) (202,042) (26,832) (86,477)
Non-PEO NEO | Increase for service cost of Pension Plan and BEP [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 93,112 120,688 89,731 111,932 27,163
Non-PEO NEO | Deduction for prior service cost of Pension Plan and BEP [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0 $ 0
v3.26.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Policy for Granting Certain Option Awards
Although the Company has not historically issued option awards to employees as part of its equity compensation program, the Company maintains an Employee Equity Award Grant Policy (the “Equity Policy”) that sets forth guidelines for the timing of any option grants that could be made by the CHCM Committee in the future in order to effectively incentivize future employees. The Equity Policy provides that the Company will not grant stock options in anticipation of the release of material
non-public
information that is likely to result in changes to the price of Eastern’s common stock, including (i) during “blackout” periods or outside of a prescribed trading window established in connection with the public release of the Company’s earnings information under the Company’s Insider Trading Policy, or (ii) at any time during the four business
day-period
prior to, or one business day following, the filing of the Company’s periodic reports or the filing or furnishing of a Form
8-K
that discloses material
non-public
information.
Award Timing Method Although the Company has not historically issued option awards to employees as part of its equity compensation program, the Company maintains an Employee Equity Award Grant Policy (the “Equity Policy”) that sets forth guidelines for the timing of any option grants that could be made by the CHCM Committee in the future in order to effectively incentivize future employees.
Award Timing MNPI Considered false
Award Timing, How MNPI Considered The Equity Policy provides that the Company will not grant stock options in anticipation of the release of material
non-public
information that is likely to result in changes to the price of Eastern’s common stock, including (i) during “blackout” periods or outside of a prescribed trading window established in connection with the public release of the Company’s earnings information under the Company’s Insider Trading Policy, or (ii) at any time during the four business
day-period
prior to, or one business day following, the filing of the Company’s periodic reports or the filing or furnishing of a Form
8-K
that discloses material
non-public
information.
MNPI Disclosure Timed for Compensation Value false