Eastern Bankshares (EBC) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 19, 2025, to be held virtually, with shareholders voting on director elections, executive compensation, and auditor ratification.

• The company highlights significant growth, including a record IPO, major acquisitions, and strong financial performance in 2024, with total assets reaching $25.6 billion and operating net income up 18% year-over-year.

• Leadership changes in 2024 included onboarding a new CEO and CFO, and promotions within the executive team to support expanded operations post-merger.

• Shareholder engagement is emphasized, with multiple voting methods and opportunities for questions during the virtual meeting.

Voting matters and shareholder proposals

• Shareholders will vote to elect five directors for two-year terms, approve executive compensation in an advisory vote, and ratify Ernst & Young LLP as the independent auditor for 2025.

• The board recommends voting in favor of all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by November 27, 2025, with specific advance notice requirements.

Board of directors and corporate governance

• The board consists of 15 directors, with recent additions from a merger and a policy requiring retirement at age 75.

• The board is transitioning to annual elections for all directors by 2027, moving away from staggered terms.

• A Lead Director role is in place to ensure independent oversight, and the board conducts annual self-evaluations.

• Four standing committees oversee audit, compensation, governance, and risk, with all committee members meeting independence standards.

• Board diversity is tracked, with six female and nine male directors, and representation across several demographic groups.