Cathleen A. Schmidt
About Cathleen A. Schmidt
Independent director of Eastern Bankshares, Inc. (EBC); age 65; joined the EBC Board on July 12, 2024 via the Cambridge Bancorp merger. Former CEO of McLane Middleton P.A. (retired September 2021) and prior President & CEO of Citizens Bank NH/VT; earlier roles at M&T Bank and Old Stone Bank. BA from Boston College and executive education coursework at Harvard Business School. Core credentials: multi-decade banking and professional services leadership with deep New Hampshire community engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McLane Middleton, P.A. | Chief Executive Officer | ~8+ years; retired Sep 2021 | Led largest full-service law firm HQ’d in Manchester, NH; operational and strategic leadership |
| Citizens Bank (NH/VT) | President & CEO | Not disclosed | Regional bank leadership; P&L and market oversight |
| M&T Bank | Various positions | Not disclosed | Banking leadership in upstate NY markets |
| Old Stone Bank | Early career roles | Not disclosed | Entry into banking industry |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cambridge Bancorp / Cambridge Trust | Director | 2016–Jul 12, 2024 | Joined EBC Board at merger closing |
| Business and Industry Association of NH | Chair | Not disclosed | Community/business advocacy leadership |
| Granite United Way | Chair | Not disclosed | Non-profit governance |
| NH Business Committee for the Arts | Chair | Not disclosed | Non-profit governance |
Board Governance
- Independence: Determined independent under Nasdaq rules and the Company’s Director Independence Policy; meets committee independence standards .
- Committee assignments: Member, Compensation and Human Capital Management (CHCM) Committee (independent); CHCM members: Chung (chair), Hessan, Jackson, Schmidt, Markell .
- Board/committee attendance: In 2024, each director attended >75% of Board and committee meetings; all then-serving directors attended the May 13, 2024 annual meeting .
- Board refreshment and structure: EBC is declassifying its board by 2027; retirement policy at age 75; Lead Independent Director role held by Deborah C. Jackson .
Fixed Compensation
- Program structure (directors): Annual Board cash retainer $55,000; annual restricted stock grant ~$65,000; committee member fees $5,000–$10,000; certain committee chair retainers $10,000–$20,000; Lead Director retainer $40,000; additional per-meeting fees for special bodies; employee-directors do not receive director compensation .
- 2024 Compensation for Schmidt (partial-year appointment in July 2024): | Component | Amount (USD) | |---|---| | Fees Earned | $15,750 | | Stock Awards | $0 (no 2024 annual grant; mid-year arrival) | | All Other Compensation | $0 | | Total | $15,750 |
Performance Compensation
- Directors receive time-based restricted stock; no performance metrics attached to director equity awards. Schmidt did not receive a 2024 director stock grant due to mid-year appointment . | Equity Element | Grant Date | Vesting | Amount | |---|---|---|---| | Annual Director Restricted Stock | May 13, 2024 | Time-based; standard director schedule | Not granted to Schmidt in 2024 |
EBC’s executive LTIP metrics (context for board oversight): PSUs tied to 3-year relative TSR vs KRX banks (25–150% payout; capped at target if absolute TSR negative) and RSUs vest over 3 years; say-on-pay approval in 2024 was 85.5% .
Other Directorships & Interlocks
| Company/Institution | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Cambridge Bancorp / Cambridge Trust | Public company (prior) | Director (2016–2024) | Merged into EBC; no ongoing external public board disclosed |
No additional current public company directorships or disclosed interlocks with competitors/suppliers/customers beyond the Cambridge merger pathway .
Expertise & Qualifications
- Banking and risk leadership: Former regional bank CEO; prior roles at large banks (Citizens, M&T) .
- Professional services operations: CEO of a large multi-office law firm; governance and complex professional services management .
- Community leadership: Chaired NH business and non-profit organizations; strong market familiarity in EBC’s New Hampshire footprint .
- Education: BA Boston College; executive coursework Harvard Business School .
Equity Ownership
| Holder | Ownership Type | Shares | Notes |
|---|---|---|---|
| Cathleen A. Schmidt | Beneficial ownership | 24,125 | <1% of outstanding |
| Breakdown | Trust-held | 19,169 | Indirect via revocable trust |
| Breakdown | Restricted stock (unvested) | 4,956 | Subject to vesting requirements |
- Director stock ownership guidelines: Non-employee directors to hold 5x the cash retainer; 1-year holding period for 50% of vested shares until guideline met. As of Jan 1, 2025, all non-employee directors met or were on track to meet guidelines within the required period .
- Hedging/pledging: Prohibited for directors under the Insider Trading Policy (short sales, derivatives, swaps; no pledging or margin accounts) .
Governance Assessment
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Strengths
- Independence and committee placement: Independent; sits on CHCM overseeing pay, succession, and human capital—central to investor confidence in alignment and risk oversight .
- Attendance/engagement: Board-level attendance above 75% in 2024 across directors, supporting effective oversight cadence .
- Ownership alignment and risk controls: Stock ownership guidelines, clawback policy, anti-hedging/pledging—all mitigate misalignment and reputational risk .
- No related-party transactions: Company reports no disclosable related-party transactions since the start of fiscal 2024; director/customer banking relationships conducted on ordinary-course, market terms .
-
Watch items
- Partial-year compensation/ownership ramp: With mid-2024 appointment, 2024 director equity grant not received; monitor 2025 grant and progress to ownership guideline compliance (Company indicates directors are on track) .
- Committee scope focus: Role limited to CHCM based on disclosed rosters; ensure continued diversity of risk/financial oversight exposure (Audit membership for her is not listed in the definitive roster) .
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Red flags
- None disclosed specific to Schmidt: No Section 16(a) filing delinquencies in 2024; no related-party transactions; hedging/pledging prohibited .
Summary implication: Schmidt adds seasoned banking and professional services leadership with local-market depth and CHCM oversight. Policy frameworks (ownership guidelines, clawbacks, anti-hedging/pledging) and lack of related-party exposure support investor confidence; continued tracking of equity alignment as her tenure progresses is warranted .