Andargachew S. Zelleke
About Andargachew S. Zelleke
Dr. Andargachew S. Zelleke, age 64, joined the Boards of Eastern Bankshares, Inc. and Eastern Bank on July 12, 2024 following the merger with Cambridge Bancorp; he previously served on the Cambridge Bancorp and Cambridge Trust Boards from October 2022 to July 2024 . He is the MBA Class of 1962 Senior Lecturer of Business Administration at Harvard Business School and serves as Faculty Chair of HBS’ Middle East, North Africa & Central Asia Research Center; earlier he taught at Harvard Kennedy School and the Wharton School, practiced corporate law, and is a life member of the Council on Foreign Relations; he has prior public company experience as an independent director at Innodata Inc. and holds undergraduate, law, and doctoral degrees from Harvard University .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Cambridge Bancorp / Cambridge Trust | Director | Oct 2022 – Jul 12, 2024 | Board service until merger into EBC |
| American Academy of Arts & Sciences (Corporate Responsibility Project) | Project Director; Steering Committee member | Prior | Corporate governance and responsibility leadership |
| Harvard Kennedy School | Co-Director, Center for Public Leadership; Faculty member | Prior | Public leadership programs |
| UCLA School of Law | Lawyering Skills Instructor | Early career | Legal training |
| Corporate Law Practice (NY & LA) | Attorney | Early career | Corporate law experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Harvard Business School | MBA Class of 1962 Senior Lecturer; Faculty Chair, MENA & Central Asia Research Center | Current (14th year) | Two-time Greenhill Award recipient |
| Council on Foreign Relations | Life Member | Current | Policy and international relations network |
| Innodata Inc. | Independent Director | Prior | Public company board experience |
| Publishing | Co-editor, “Restoring Trust in American Business” (MIT Press 2005) | Prior | Corporate governance thought leadership |
Board Governance
- Independence: The Board determined Dr. Zelleke is an independent director under Nasdaq rules and EBC’s Director Independence Policy .
- Committee assignments: Member, Nominating and Governance Committee (independent); not a chair .
- Attendance: In 2024, the Board met 15 times; each director attended over 75% of Board and applicable committee meetings; all directors attended the May 13, 2024 annual meeting .
- Lead Independent Director: Deborah C. Jackson serves as Lead Director; she coordinates executive sessions and independent director agendas .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Annual Board cash retainer (standard for full-year non-chair) | $55,000 | Standard structure; not necessarily received by Zelleke due to mid-year appointment |
| Annual director RSU grant (standard) | ~$65,000 grant-date value | May 13, 2024 grant for full-year directors; not awarded to Zelleke in 2024 |
| Committee member fees | $5,000–$10,000 annually | Per committee membership; applies pro-rata for partial-year |
| Committee chair fees | $10,000–$20,000 annually | Not applicable to Zelleke (not a chair) |
| Lead Director cash retainer | $40,000 | Applies to Lead Director (Jackson), not to Zelleke |
| Per-meeting fees (special/additional meetings) | Varies | Applies for certain special meetings |
Director compensation actually paid to Zelleke in 2024:
| Name | Fees Earned ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Andargachew S. Zelleke | $15,000 | $0 | $0 | $15,000 |
- Note: He joined the Board in July 2024 and received fees related to meeting attendance; new July 2024 directors (including Zelleke) did not receive the May 2024 RSU grant .
Performance Compensation
- Non-employee director pay does not include performance-based awards or options; annual equity compensation for directors is time-based restricted stock, not PSUs or options .
- Therefore, no performance metrics, vesting curves, or bonus targets apply to director compensation .
Other Directorships & Interlocks
| Company | Role | Status | Potential Interlocks / Notes |
|---|---|---|---|
| Innodata Inc. | Independent Director | Prior | Public company; no disclosed current interlocks with EBC’s competitors, suppliers, or customers |
| Cambridge Bancorp / Cambridge Trust | Director | Prior (merged into EBC Jul 2024) | Transitioned at merger; no ongoing separate board |
- Compensation Committee Interlocks: EBC disclosed no compensation committee interlocks or insider participation in 2024 .
Expertise & Qualifications
- Areas of expertise: Corporate governance, leadership and management, negotiation, US–China relations; legal and academic credentials with applied governance research and teaching .
- Education: Undergraduate, law, and doctoral (Organizational Behavior) degrees from Harvard University .
- Recognition: Two-time Greenhill Award (HBS) and co-editor of governance-focused publication .
Equity Ownership
| Holder | Shares Direct/Indirect | Rights to Acquire (≤60 days) | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Andargachew S. Zelleke | 5,540 (direct) | — | 5,540 | <1% |
- Shares outstanding: 213,500,243 as of March 14, 2025 (context for ownership %) .
- No footnote indicating trustee power over Foundation’s 5,670,326 shares (i.e., he is not listed as a Foundation trustee sharing investment power) .
- Director stock ownership guidelines: Non-employee directors must hold shares equal to 5× cash retainer within five years of first election; compliance is evaluated annually and as of Jan 1, 2025 all non-employee directors met or were on track .
- Anti-hedging/pledging: Directors are prohibited from hedging or pledging EBC stock under the Insider Trading Policy, enhancing alignment and mitigating risk .
Governance Assessment
- Committee placement: Service on the Nominating & Governance Committee aligns with his expertise in corporate governance, and that committee oversees director nominations, board composition, onboarding, ESG disclosure policies, governance guidelines, and the Related Party Transactions Policy .
- Independence and engagement: Independent under Nasdaq rules; attended >75% of meetings in 2024; participates in a board structure with a Lead Independent Director and scheduled executive sessions, supporting robust oversight .
- Conflicts and related-party exposure: EBC reported no disclosable related-party transactions since the start of 2024; while certain directors and officers had ordinary-course bank loans, these were on market terms without undue risk—no specific transactions were attributed to Zelleke .
- Alignment signals: Director equity grants (time-based RSUs), mandatory ownership guidelines, and prohibitions on hedging/pledging indicate strong alignment with shareholder interests; governance infrastructure includes clawback policy and annual say-on-pay (85.5% approval at 2024 meeting) which reflects shareholder support for compensation practices .
- RED FLAGS: None disclosed specific to Zelleke. EBC’s policies prohibit hedging/pledging; no tax gross-ups; no related-party transactions requiring disclosure in 2024; declassification of board by 2027 supports annual accountability .