Bari A. Harlam
About Bari A. Harlam
Bari A. Harlam, age 63, is an independent director of Eastern Bankshares, Inc. (EBC) serving since 2014; she is a marketing and analytics executive and academic who co-founded Trouble, LLC and previously held senior marketing roles at Hudson’s Bay Company, BJ’s Wholesale Club, Swipely, and CVS Health, with B.S., M.S., and Ph.D. degrees from the Wharton School of the University of Pennsylvania . She is currently a member of EBC’s Nominating & Governance Committee and is deemed independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hudson’s Bay Company | Chief Marketing Officer | Apr 2018 – Mar 2020 | Led enterprise marketing and analytics |
| BJ’s Wholesale Club | EVP, Membership, Marketing & Analytics | Began 2012 | Drove membership and data-driven programs |
| Swipely (tech startup) | Chief Marketing Officer | Prior to BJ’s | Scaled customer acquisition |
| CVS Health Corporation | SVP of Marketing | Prior role | Retail and loyalty marketing leadership |
| Academia (Wharton, Columbia, URI) | Faculty | Prior/various | Published in Marketing Science, JMR, JBR |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aterian, Inc. | Director | Since Feb 2020 | Public company board |
| OneWater Marine, Inc. | Director | Since May 2020 | Public company board |
| Rite Aid Corporation | Director | Aug 2020 – Aug 2024 | Past public company board |
| Champion Petfoods, LP | Director | Prior | Private company board |
| Eastern Bank Foundation | Trustee | Current | Foundation trustee; voting restrictions apply to Foundation shares |
Board Governance
- Committee assignments: Nominating & Governance Committee member; no current chair roles .
- Independence: Classified as an “independent director” under Nasdaq rules; all members of EBC’s Audit, Compensation & Human Capital Management, and Nominating & Governance Committees meet heightened independence standards .
- Attendance: In 2024, the Board met 15 times; all directors attended >75% of Board and committee meetings; all then-serving directors attended the 2024 annual meeting .
- Board leadership: Deborah C. Jackson is Lead Independent Director; Board declassification to annual elections will complete by the 2027 annual meeting .
- Committee scopes relevant to Harlam (N&G): Director nominations, committee compositions, director onboarding/education, ESG disclosure oversight, governance guidelines review, Related Party Transactions Policy oversight, annual board/committee evaluations .
Fixed Compensation
| Component | Amount/Policy | Source |
|---|---|---|
| Annual Board cash retainer (non-Chair) | $55,000 per director in 2024 | |
| Committee member fees | $5,000–$10,000 annually depending on committee | |
| Committee chair retainers | $10,000–$20,000 annually (varies by committee) | |
| Lead Independent Director retainer | $40,000 annually | |
| Per-meeting/special fees | Paid for various special/additional meetings | |
| 2024 fees earned by Harlam | $83,000 | |
| 409A nonqualified deferral plan participation | Participates; no above-market earnings |
Performance Compensation
| Metric | Detail | Value |
|---|---|---|
| Annual equity grant type | Restricted stock (time-based) | — |
| 2024 grant date | May 13, 2024 (director grants) | May 13, 2024 |
| 2024 stock award fair value (Harlam) | Aggregate grant-date fair value under ASC 718 | $64,993 |
| Dividends on vested director RS awards (2024) | Accrued dividends paid upon vesting of prior grants | $17,160 (applies to directors with vested portions; Harlam included) |
| Vesting | Director disclosure references vesting of prior grants; current director grants are time-based (no PSUs/TSR metrics) | — |
Note: Director equity is time-based restricted stock; performance share units (PSUs) and Operating Net Income/TSR metrics apply to executives, not directors .
Other Directorships & Interlocks
| Company | Industry Relationship to EBC | Potential Interlock/Conflict Considerations |
|---|---|---|
| Aterian, Inc. | Consumer products/e-commerce | No bank competition; monitor ordinary-course banking relationships; no disclosable related-party transactions reported in 2024 |
| OneWater Marine, Inc. | Marine retail | No bank competition; same monitoring as above; no disclosable related-party transactions reported in 2024 |
| Rite Aid Corporation (past) | Retail pharmacy | Past role ended Aug 2024; no EBC conflicts disclosed |
| Eastern Bank Foundation (trustee) | Charitable foundation affiliated with EBC | Foundation holds 5,670,326 EBC shares; trustees share investment power; voting must mirror broader shareholder vote per Fed regulations, mitigating influence risk |
Expertise & Qualifications
- Deep marketing/analytics and membership strategy expertise from HBC, BJ’s, CVS; startup/technology marketing experience at Swipely; academic experience at Wharton, Columbia, and URI with publications in leading journals .
- Governance experience via multiple public company boards; currently serves on EBC’s Nominating & Governance Committee overseeing nominations, ESG disclosure, and related-party oversight .
Equity Ownership
| Item | Amount/Status | Calculation/Notes |
|---|---|---|
| Beneficial ownership (total shares) | 73,912 | — |
| Directly held | 44,377 | — |
| Restricted stock (subject to vesting) | 29,535 | Unvested; subject to vesting requirements |
| % of shares outstanding | ~0.0346% | 73,912 ÷ 213,500,243; shares outstanding at 3/14/2025 and Harlam holdings |
| Stock ownership guidelines (directors) | Must hold 5× cash retainer; one-year holding on 50% of vested shares until guideline met | All non-employee directors “met or were on track” as of 1/1/2025 |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy | — |
| Foundation shares | Excluded from individual totals; 5,670,326 EBC shares voted pro rata | — |
Governance Assessment
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Strengths:
- Independence and N&G committee membership align her role with board refreshment, ESG oversight, and conflict screening; >75% attendance indicates engagement .
- Ownership alignment via director equity grants and stock ownership guidelines; hedging/pledging prohibitions strengthen alignment .
- No disclosable related-party transactions in 2024; ordinary-course loans to directors follow banking regulations and were on market terms without elevated risk features .
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Areas to monitor:
- External public boards (Aterian, OneWater Marine): while non-competitive with banking, monitor for any material transactions with EBC customers or the bank to ensure adherence to Related Party Transactions Policy and N&G oversight .
- Foundation trusteeship: ensure continued adherence to pro-rata voting requirements and independence in matters involving the Foundation .
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Shareholder signal context: EBC’s 2024 say‑on‑pay received 85.5% support, reflecting generally favorable investor sentiment on compensation governance; relevant as backdrop to board oversight quality .