EASTERN BANKSHARES INC (EBC)
Sector: Financials
2026 Annual Meeting Analysis
EASTERN BANKSHARES INC · Meeting: May 18, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Borgen has served since 2016 with strong CFO credentials across public and private companies; EBC's 3-year stock return of +74.9% outpaces the QABA community bank benchmark by +33.6 percentage points, well below the 65-point threshold needed to trigger a vote against, and no overboarding, attendance, or independence concerns are present.
Hessan has served since 2016 with extensive entrepreneurial and executive leadership experience; EBC's strong outperformance versus the QABA benchmark (+33.6pp vs. 65pp threshold) means the TSR trigger does not apply, and no other policy flags are present.
Palandjian joined the board in July 2024 (less than 24 months ago), which exempts him from the TSR trigger under policy; he brings deep risk management and finance expertise and no other policy concerns are identified.
Rivers serves as Executive Chair and is a non-independent director on the Risk Management Committee only (not audit or compensation), which is permissible; EBC's 3-year return of +74.9% outperforms the QABA benchmark by +33.6pp, well below the 65pp trigger threshold, and no overboarding or attendance concerns are present.
Schmidt joined the board in July 2024 (less than 24 months ago), exempting her from the TSR trigger; she brings three decades of banking leadership experience and no other policy concerns are identified.
Sullivan joined the board in November 2025 (well within the 24-month new-director exemption from the TSR trigger); he brings relevant regulatory, legal, and banking oversight experience from his HarborOne Bancorp board tenure and no other policy concerns are present.
All six nominees receive a FOR vote. EBC's 3-year stock return of +74.9% outperforms the QABA — First Trust NASDAQ ABA Community Bank Index — by +33.6 percentage points, which is comfortably below the 65-point underperformance threshold required to trigger a vote against any director. Three nominees (Palandjian, Schmidt, Sullivan) joined within the past 24 months and are exempt from the TSR trigger regardless. No director fails the overboarding, attendance, independence, or qualifications screens.
Say on Pay
✓ FORCEO
Denis K. Sheahan
Total Comp
$5,069,867
Prior Support
94.2%%
The prior year say-on-pay vote received 94.2% support, far above the 70% threshold that would require a response. The pay mix is well-structured: 71% of the Executive Chair's target pay and 64% of other named executives' target pay is variable and performance-based, comfortably exceeding the 50-60% policy minimum. The long-term equity program uses meaningful multi-year performance conditions — including relative total shareholder return versus peers, operating net income growth, and return on tangible common equity over a three-year period — which represent genuine performance linkage rather than guaranteed pay. The company also has a clawback policy, anti-hedging provisions, stock ownership requirements, and no tax gross-ups, all of which reflect sound compensation governance. EBC's 3-year stock return of +74.9% outperforms the QABA — First Trust NASDAQ ABA Community Bank Index — by +33.6 percentage points and outperforms the disclosed compensation peer group median by +19.9 percentage points, so above-benchmark incentive pay is supported by actual shareholder outcomes.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,712,200
Non-Audit Fees
$894,516
Non-audit fees (tax fees of $855,416 plus audit-related fees of $39,100, totaling $894,516) represent approximately 33% of audit fees of $2,712,200, which is well below the 50% threshold that would raise independence concerns. Ernst & Young is a Big 4 firm appropriate for a $4.3 billion market cap bank. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire and the default FOR vote applies. No material restatements are disclosed.
Overall Assessment
The 2026 Eastern Bankshares annual meeting features three standard proposals — director elections, say-on-pay, and auditor ratification — all of which receive FOR votes under this policy. The company's strong 3-year total shareholder return of +74.9%, which outpaces the QABA community bank benchmark by +33.6 percentage points, supports both the director slate and the executive compensation program, while the auditor's non-audit fee ratio of approximately 33% and appropriate Big 4 firm status support continued engagement of Ernst & Young.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing