UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 27, 2024, the Board of Directors (the “Board”) of Eastern Bankshares, Inc. (the “Company”) appointed each of Leon A. Palandjian, Cathleen A. Schmidt, Denis K. Sheahan, and Andargachew S. Zelleke as directors of the Company effective upon and subject to the closing of the previously announced prospective merger (the “Merger”) of the Company and Cambridge Bancorp (“Cambridge”) pursuant to an Agreement and Plan of Merger (“Merger Agreement”), dated September 19, 2023, by and between the Company, Cambridge, Eastern Bank, Citadel MS 2023, and Cambridge Trust Company.
The director candidates each currently serve on the Boards of Directors of Cambridge and Cambridge Trust Company. As previously announced, Mr. Sheahan, the current Chairman, President, and Chief Executive Officer of Cambridge, additionally will serve as Chief Executive Officer of the Company effective upon and subject to the closing of the Merger.
In connection with their appointments to Board, Ms. Schmidt was appointed to the Board’s Compensation and Human Capital Management Committee, Dr. Palandjian and Mr. Sheahan were each appointed to the Risk Management Committee, and Dr. Zelleke was appointed to the Nominating and Governance Committee. Each will also serve on the board of directors and various committees of the Company’s banking subsidiary, Eastern Bank.
Director Qualifications and Experience
Dr. Palandjian brings to the Board extensive real estate, investment, and risk management experience. He serves as the Chief Risk Officer of Intercontinental Real Estate Corporation, a national real estate investment, development, and management firm headquartered in Boston, Massachusetts, 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 Principal at Flagship Ventures, a life sciences venture capital company, from 2000 to 2003 and as a Portfolio Manager at Andesite LLC, a hedge fund focused on the life sciences sector, from 2003 to 2006. Dr. Palandjian has served as a director of Cambridge and Cambridge Trust Company since 2006, was Lead Director of Cambridge’s Board from 2014 until January 2017, and is currently chair of Cambridge’s Trust Committee. He serves on the Advisory Board of the McCance Center for Brain Health, a platform for education on emerging health sciences research. Dr. Palandjian holds an M.D. from Harvard Medical School and a B.A. in Economics from Harvard College and is a CFA charterholder.
Ms. Schmidt offers extensive banking and professional services leadership experience, having most recently served as Executive Director and Chief Executive Officer at McLane Middleton, Professional Association, a large full-service law firm, from 2013 until her retirement in September 2021. Prior to that, she served in banking leadership roles for three decades, including most recently as President and Chief Executive Officer of Citizen’s Bank New Hampshire/Vermont, after previously serving in executive leadership roles with M&T Bank and Old Stone Bank. She has served as a director of Cambridge and Cambridge Trust Company since 2016. She holds a bachelor’s degree from Boston College.
Mr. Sheahan also offers extensive banking and executive leadership experience. He has served as Chairman, President, and Chief Executive Officer of Cambridge and Cambridge Trust Company since April 2015. Prior to joining Cambridge, he served as Chief Operating Officer and Chief Financial Officer at Independent Bank Corp. and Rockland Trust Company, where he worked from 1996 to 2015. Before joining Independent Bank Corp., Mr. Sheahan served as Vice President of Finance at BayBanks, Inc., where he worked for 10 years. Mr. Sheahan currently serves as a trustee of the Cambridge Community Foundation; as an advisory board member of the Rian Immigrant Center; and as a board member and Treasurer for the Cambridge YMCA. He also serves as a board member of the Massachusetts Bankers Association and is a trustee of the Massachusetts Bankers Association Charitable Foundation, Inc. Mr. Sheahan holds an MBA from Boston University and is an accounting graduate of Cork Institute of Technology, Cork, Ireland.
Dr. Zelleke brings to the Board three decades of experience with corporate governance, leadership and management, negotiation, and law. He currently serves as the MBA Class of 1962 Senior Lecturer of Business Administration at Harvard Business School, a role he has held since 2011, after previously serving on the faculty at the Harvard Kennedy School from 2007 to 2011and the Wharton School of the University of Pennsylvania from 2003 to 2007. Early in his career, he practiced corporate law at two multinational law firms, Cleary Gottlieb Steen & Hamilton LLP and White & Case LLP, and he also taught at the University of California Los Angeles School of Law. He has served on the boards of Cambridge and Cambridge Trust Company since October 2022, and he previously served as a director of Innodata Inc., a global data engineering company, from 2012 through 2018. Dr. Zelleke received an A.B. in Government, A.M. in Sociology, J.D., and Ph.D. in Organizational Behavior from Harvard University.
Term of Service and Election Arrangements
Upon joining the Board, Dr. Zelleke will hold office until the Company’s 2025 annual meeting of shareholders and is expected to be nominated by the Board to stand for re-election for a two-year term expiring in 2027, in accordance with the Company’s previously announced plans to fully declassify the Board by 2027. Ms. Schmidt and Dr. Palandjian will each hold office until the Company’s 2026 annual meeting of shareholders, and Mr. Sheahan will hold office until the Company’s 2027 annual meeting of shareholders. Each is expected to be nominated by the Board to stand for re-election for a one-year term.
Each of the director candidates was selected by the Company’s Board of Directors upon the recommendation of its Nominating and Governance Committee and pursuant to the terms of the Merger Agreement, which provided that Mr. Sheahan and three additional members of the Cambridge Board of Directors were to be appointed to the Company’s Board effective upon the closing of the Merger.
Compensation Arrangements
A description of the compensation payable to Ms. Schmidt and Drs. Palandjian and Zelleke for their service as directors and members of committees of the Board is set forth under the caption “Director Compensation” in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 1, 2024, which is incorporated herein by reference. With regard to Mr. Sheahan, Company directors who are also employees are not separately compensated for their service as directors.
Transactions with Related Persons
Except as otherwise previously disclosed or provided herein, or in each of their capacity as Cambridge shareholders, there are no transactions between the Company and Ms. Schmidt, Dr. Palandjian, Dr. Zelleke, or Mr. Sheahan, respectively, that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K. Loans from Eastern Bank to director candidates or their affiliated entities were made in the ordinary course of business and on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Company and do not involve more the normal risk of collectability or present other unfavorable features.
| Item 7.01 | Regulation FD Disclosure. |
On July 1, 2024, the Company issued a press release with respect to the matters described in this Current Report on Form 8-K, which is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01 and Exhibit 99.1 hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Caution Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. You can identify these statements from the use of the words “may,” “will,” “plan,” “believe,” “intend,” “anticipate,” “expect,” and similar expressions. Forward-looking statements, by their nature, are subject to risks and uncertainties. There are many factors that could cause actual results to differ materially from expected results described in the forward-looking statements. Such factors include, but are not limited to, that the Merger may not be completed in the time frame expected, or at all, and that director retention and succession planning strategies may not be implemented within the expected time frames or at all.
These forward-looking statements are also subject to the risks and uncertainties applicable to the Company’s business generally that are disclosed in the Company’s 2023 Annual Report on Form 10-K and subsequent filings with the U.S. Securities and Exchange Commission (the “SEC”), which are available on the SEC’s website at www.sec.gov and the Company’s corporate website at investor.easternbank.com. These web addresses are included as inactive textual references only, and information on these websites is not part of this document. The Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and, except as required by law, the Company specifically disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit | Description | |
| 99.1 | Press release dated July 1, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| EASTERN BANKSHARES, INC. | ||||||
| DATE: July 1, 2024 | By: | /s/ Kathleen C. Henry | ||||
| Kathleen C. Henry | ||||||
| EVP, General Counsel & Corporate Secretary | ||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Eastern Bankshares, Inc. Announces Newly Appointed Members To Its Board of Directors
BOSTON, MA, July 1, 2024 – Eastern Bankshares, Inc. (“Eastern”) (NASDAQ Global Select Market: EBC), the stock holding company for Eastern Bank, announced today the appointment of four members of Cambridge Bancorp’s (NASDAQ: CATC) (“Cambridge”) Board of Directors to the Eastern and Eastern Bank Boards of Directors (together, the “Eastern Boards of Directors” or the “Eastern Boards”) effective upon the closing of the companies’ pending Merger (the “Merger”).
As previously announced on September 19, 2023, upon closing of the Merger, Denis Sheahan, Chairman, President and CEO of Cambridge, will become the CEO of Eastern and will join the Eastern Boards of Directors, and three Cambridge directors will be appointed to the Eastern Boards. Eastern Chief Executive Officer and Chair of the Eastern Boards, Bob Rivers, will serve as Executive Chair and Chair of the Eastern Boards. The Merger is expected to close on or about July 12, 2024.
The three Cambridge directors appointed to the Eastern Boards of Directors are industry leaders with extensive experience in banking and professional services, real estate, risk management and corporate governance, and include:
| • | Leon A. Palandjian |
| • | Cathleen A. Schmidt |
| • | Andy S. Zelleke |
“We are pleased to announce the appointment of Denis Sheahan, Leon Palandjian, Cathy Schmidt, and Andy Zelleke to Eastern’s Boards of Directors, and look forward to benefitting from their guidance and insights,” said Bob Rivers, Chief Executive Officer and Chair of the Eastern Boards. “They are thoughtful and highly respected leaders who understand our commitment to serving our shareholders, customers, colleagues and local communities. Their expertise will help drive greater value and innovation as our two organizations come together to create Greater Boston’s leading local bank and the largest bank-owned independent investment advisor in Massachusetts.”
About the Directors
Leon A. Palandjian. 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. His investment experience spans venture capital and private and public equity in the life sciences and real estate sectors. Dr. Palandjian has served as a Director of Cambridge Bancorp and Cambridge Trust since 2006, and was Lead Director from 2014 until January 2017. 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. He is a CFA Charterholder.
Cathleen A. Schmidt. Ms. Schmidt has extensive leadership experience in banking and professional services. She most recently served as Chief Executive Officer at McLane Middleton, the largest full-service business law firm headquartered in Manchester, New Hampshire with offices in Massachusetts. Ms. Schmidt previously served as the President and CEO of Citizens 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. She has served as a Director of Cambridge Bancorp and Cambridge Trust since 2016. Ms. Schmidt received her Bachelor of Arts degree from Boston College, and completed Executive Education coursework at Harvard Business School.
Andy S. Zelleke. Dr. Zelleke has three decades of experience in corporate governance, leadership and management, negotiation and law. He serves as the MBA Class of 1962 Senior Lecturer of Business Administration at Harvard Business School, a role he has held since 2011, after previously serving on the faculty at the Harvard Kennedy School and the Wharton School of the University of Pennsylvania. He was also previously 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 co-edited Restoring Trust in American Business (MIT Press), in addition to authoring articles and cases on corporate governance and international affairs. He is a life member of the Council on Foreign Relations. Early in his career, he practiced corporate law and taught at the UCLA School of Law. He has served on the boards of Cambridge Bancorp and Cambridge Trust since October 2022. Dr. Zelleke received A.B., A.M., J.D. and Ph.D. degrees from Harvard University.
Denis K. Sheahan. Mr. Sheahan serves as Chairman, President and Chief Executive Officer of Cambridge Trust Company and Cambridge Bancorp. 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 joining Rockland Trust Company, Mr. Sheahan served as Vice President of Finance for BayBanks, Inc. Mr. Sheahan currently serves as Board Trustee for the Cambridge Community Foundation, is an Advisory Board Member of the Rian Immigrant Center, and is a Board Member and Treasurer for the Cambridge Family YMCA. Mr. Sheahan also serves as a member of the Board of Directors of the Massachusetts Bankers Association, and is a Board Trustee for the Massachusetts Bankers Association Charitable Foundation, Inc. Mr. Sheahan is a graduate of the Cork Institute of Technology, Cork, Ireland, and received an MBA from Boston University.
On September 19, 2023, Eastern and Cambridge announced they had entered into a definitive agreement to merge and have since received all required shareholder and regulatory approvals. As noted above, the closing is expected on or about July 12, 2024, after which Sheahan, Palandjian, Schmidt and Zelleke will join the Eastern Boards.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. You can identify these statements from the use of words such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “future,” “will,” “look forward to,” “would,” “should,” “could,” or “may” or similar expressions. Forward-looking statements, by their nature, are subject to risks and uncertainties. Factors relating to the proposed merger that could cause or contribute to
actual results differing materially from expected results include, but are not limited to, the possibility that revenue or expense synergies or the other expected benefits of the transaction may not materialize for Eastern or the combined companies in the timeframe expected or at all, or may be more costly to achieve; that prior to the completion of the transaction or thereafter, Eastern’s business may not perform as expected due to transaction-related uncertainty or other factors; that Eastern is unable to successfully implement integration strategies; that any outstanding closing conditions are not satisfied in a timely manner or at all; that the timing of completion of the proposed merger is dependent on various factors that cannot be predicted with precision at this point; reputational risks and the reaction of Eastern’s customers to the transaction; the inability to implement onboarding plans and other consequences associated with mergers; and diversion of management time on merger-related issues; and that director retention and succession planning strategies may not be implemented within the expected time frames or at all.
These forward-looking statements are also subject to the risks and uncertainties applicable to Eastern’s business generally that are disclosed in its 2023 Annual Report on Form 10-K, as may be updated by Eastern’s Quarterly Reports on Form 10-Q. Eastern’s SEC filings are accessible on the SEC’s website at www.sec.gov and on its corporate website at investor.easternbank.com. These web addresses are included as inactive textual references only. Information on these websites is not part of this document. For any forward-looking statements made in this press release, Eastern claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Except as required by law, Eastern specifically disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this press release, even if its estimates change, and you should not rely on those statements as representing Eastern’s views as of any date subsequent to the date hereof.
About Eastern Bankshares, Inc. and Eastern Bank
Eastern Bankshares, Inc. is the stock holding company for Eastern Bank. Founded in 1818, Boston-based Eastern Bank has more than 120 locations serving communities in eastern Massachusetts, southern and coastal New Hampshire, and Rhode Island. As of March 31, 2024, Eastern Bank had approximately $21 billion in total assets. Eastern provides a full range of banking and wealth management solutions for consumers and businesses of all sizes, and takes pride in its outspoken advocacy and community support that includes more than $240 million in charitable giving since 1994. An inclusive company, Eastern is comprised of deeply committed professionals who value relationships with their customers, colleagues and communities. For investor information, visit investor.easternbank.com.
Media contact:
Andrea Goodman
Eastern Bank
a.goodman@easternbank.com
781-598-7847
Investor contact:
Jill Belliveau
Eastern Bankshares, Inc.
InvestorRelations@easternbank.com
781-598-7920
# # #
Document and Entity Information |
Jun. 27, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001810546 |
| Document Type | 8-K |
| Document Period End Date | Jun. 27, 2024 |
| Entity Registrant Name | EASTERN BANKSHARES, INC. |
| Entity Incorporation State Country Code | MA |
| Entity File Number | 001-39610 |
| Entity Tax Identification Number | 84-4199750 |
| Entity Address, Address Line One | 125 High Street |
| Entity Address, Postal Zip Code | 02110 |
| Entity Address, City or Town | Boston |
| Entity Address, State or Province | MA |
| City Area Code | (800) |
| Local Phone Number | 327-8376 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock |
| Trading Symbol | EBC |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |