David Rosato
About David Rosato
David Rosato (age 64) is Chief Financial Officer and Treasurer of Eastern Bankshares, Inc. and CFO of Eastern Bank, joining on August 1, 2024 after four decades in regional/community banking; he holds a BS in Business & Economics and an MBA (University of Maryland) and is a Chartered Financial Analyst (CFA) . Prior roles include CFO at Berkshire Hills and nine years as CFO at People’s United, where assets grew from ~$14B to ~$65B prior to its sale to M&T, underscoring deep ALM, M&A and integration experience . In 2024, Eastern’s Operating Net Income reached $192.6M vs $163.2M in 2023 (+18%), funding MIP at 113% of target; for the 2022–2024 PSU cycle, relative TSR was below threshold while relative EPS growth ranked 76th percentile, yielding 75% of target earned—reinforcing a pay-for-performance tilt tied to core earnings and multi-year metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Berkshire Hills Bancorp / Berkshire Bank | Senior EVP & Chief Financial Officer | 2023–2024 (most recent prior role) | Public bank CFO experience; led finance through 2023–2024; broadened regional bank CFO toolkit . |
| People’s United Financial, Inc. | Senior EVP & Chief Financial Officer (9 years); earlier senior finance roles (15+ years total) | 15+ years (incl. 9 as CFO) | Asset growth from ~$14B to ~$65B; led finance through multi-decade expansion and sale to M&T Bank . |
| Webster Financial Corporation | Senior Vice President & Treasurer | Not disclosed | Treasury leadership; balance sheet, liquidity and capital markets responsibilities . |
| M&T Bank Corporation | Senior Vice President, Asset/Liability Manager | Not disclosed | ALM leadership; interest rate risk and balance sheet strategy . |
External Roles
| Organization | Role | Status/Years | Notes |
|---|---|---|---|
| NASDAQ Exchange Board | Board member (Regulatory Oversight Committee) | Current | Capital markets/regulatory oversight exposure . |
| Returned.com | Board member | Current | AI-powered commerce solutions; tech/fintech adjacency . |
| Federal Home Loan Bank of Boston | Board member (former), chaired Finance Committee | Former | Deep funding markets and bank liquidity governance experience . |
Fixed Compensation
| Item (2024 unless noted) | Value |
|---|---|
| Base salary rate (upon hire) | $550,000 |
| Base salary earned (prorated for 2024) | $205,192 |
| Target bonus (MIP) % of salary | 65% |
| Target bonus ($) | $357,500 |
| Actual MIP paid (2024; prorated) | $167,771 |
| One-time sign-on cash | $200,000 (paid ~90 days post-hire) |
| Auto allowance | $8,400 per year |
Performance Compensation
2024 MIP – Company Performance Framework and Outcome
| Metric | Weight | Threshold | Target | Maximum | Actual | Funding (% of Target) |
|---|---|---|---|---|---|---|
| Operating Net Income | 100% | $144.4M | $180.5M | $225.6M | $192.6M | 113% |
| Executive | 2024 MIP Target ($) | Proration | Payout ($) | Payout (% of Target) |
|---|---|---|---|---|
| David Rosato | $357,500 | Prorated (Aug. start) | $167,771 | 113% |
Notes:
- 2024 MIP used a single company metric—Operating Net Income—selected for clarity during merger year; payouts linearly interpolate between thresholds; below threshold pays 0% .
Equity LTIP Design and 2024 Grants
| Award | Grant Date | Units/Target (#) | Grant-Date Fair Value ($) | Design/Vesting |
|---|---|---|---|---|
| RSU (annual) | 09/03/2024 | 34,070 | $569,991 | Vests in three equal annual installments on grant anniversaries, subject to service . |
| PSU (TSR) (annual) | 09/03/2024 | 19,725 (target) | $213,425 | 3-year performance (2024–2026) vs KRX banks: 25%–150% payout; capped at target if absolute TSR is negative; vests around Mar 1, 2027 subject to performance . |
| LTIP Target (salary multiple) | 2024 | 100% of salary | $550,000 total at target (60% PSUs / 40% RSUs) | Target split $330,000 PSUs / $220,000 RSUs; Rosato’s 2024 awards used $16.73 grant price . |
| One-time RSU (new-hire) | Q3 2024 | N/A | $350,000 | Vests in three equal annual installments; forfeited on resignation; accelerated if terminated without cause in first two years . |
Outstanding Unvested Equity (12/31/2024)
| Award | Unvested Units (#) | Year-End Value ($) |
|---|---|---|
| RSU – 2024 | 34,070 | $587,708 (at $17.25) |
| PSU – TSR 2024 | 4,931 (reflected at threshold) | $85,064 (at $17.25) |
Multi-year PSU backdrop:
- For the 2022–2024 cycle (pre-dating Rosato), relative TSR was below threshold (0% earned on TSR), relative EPS growth was 76th percentile (150% earned on EPS); overall 75% of target earned and vested, illustrating leverage to multi-metric outcomes .
Equity Ownership & Alignment
| Beneficial Ownership (as of 03/14/2025) | Amount | Form | Ownership % |
|---|---|---|---|
| Common shares | 20,000 | Held indirectly by spouse’s trust | <1% (213,500,243 shares outstanding) |
Additional alignment and risk controls:
- Stock ownership guidelines: CFO required to hold 3x salary; compliance window is the longer of five years from September 2021 or from becoming a management committee member; all NEOs were on track as of 12/31/2024 .
- Clawback: Policy compliant with SEC/Nasdaq to recoup incentive compensation upon restatements .
- Hedging/pledging: Prohibited for employees; Section 16 officers and directors generally barred from margin and pledging .
- Options: None outstanding or exercised by NEOs in 2024, limiting leverage-driven risk .
- Nonqualified deferrals: No balances for Rosato in 2024 .
Employment Terms
| Term | Detail |
|---|---|
| Start date | August 1, 2024 |
| Compensation package | $550,000 base; 65% MIP target; 100% LTIP target; $350,000 new-hire RSU; $200,000 sign-on cash; $8,400 auto allowance . |
| MIP mechanics | 0–150% payout; 2024 measure = Operating Net Income; Rosato’s 2024 award prorated for hire date . |
| Change-in-Control (CiC) | Double-trigger; lump sum equal to 2x (base salary + greater of target bonus or 3-year average bonus); 18 months COBRA-equivalent cash; 280G best-net cutback . |
| Triggers/definitions | Good Reason includes material diminution, compensation cuts, >25-mile relocation, or material breach; detailed CIc definitions included . |
| Restrictive covenants | Non-compete 12 months; non-solicit 24 months (as part of CiC/separation framework) . |
| Severance outside CiC | None disclosed for Rosato as of 12/31/2024 (table shows “—” for without cause/for good reason) . |
| Equity acceleration on CiC | RSUs/PSUs treatment as shown in potential payments table below; RSUs accelerated value based on $17.25 at 12/31/2024; PSUs shown at target for illustration . |
| Related party | Company disclosed no direct/indirect material interest in related-party transactions for Rosato . |
Potential Payments Upon Termination/Change-in-Control (as of 12/31/2024)
| Scenario | Salary | MIP | RSU | PSU – TSR | Medical |
|---|---|---|---|---|---|
| Change in Control (Double Trigger) | $1,100,000 | $357,500 | $587,708 | $340,256 | $20,325 |
| Without Cause / For Good Reason | — | — | — | — | — |
| Death/Disability | — | $357,500 | $587,708 | — | — |
| Retirement | — | $357,500 | — | — | — |
Notes:
- CiC salary multiple for Rosato = 200% of base; MIP component equals 2024 target; medical represents 18 months of employer cost; RSU/PSU values computed at $17.25 as of 12/31/2024 per proxy methodology .
Investment Implications
- Pay-for-performance alignment with measured retention: 2024 MIP tethered to Operating Net Income (delivered 113% funding), while LTIP shifts to 60% PSUs (relative TSR with cap in down markets) and 40% RSUs; Rosato’s 2024 grant followed this mix, aligning upside with multi-year market-relative outcomes and downside protection via caps .
- Retention and near-term selling pressure: The $350,000 new-hire RSU is forfeitable upon resignation and accelerates if terminated without cause within two years, reducing near-term voluntary turnover risk; time-based RSUs vest in three equal annual tranches, creating predictable potential liquidity windows but modest pressure given current beneficial ownership (20,000 shares) .
- Risk controls and governance: No options, a robust clawback, anti-hedging/pledging, and a double-trigger CiC with 280G best-net mitigation limit misalignment and shareholder-unfriendly outcomes; CFO stock ownership guideline of 3x salary further tightens alignment over the compliance window .
- Execution history and integration credibility: Prior CFO tenure at People’s United (asset growth ~$14B→$65B) and sale to M&T, plus Berkshire CFO experience, bolster Rosato’s integration and balance sheet credibility amid Eastern’s merger activity—supportive for value creation and disciplined capital/ALM execution .
- Shareholder feedback: Say‑on‑pay support of 85.5% in 2024 suggests investor acceptance of the compensation construct as redesigned around variable pay and performance metrics .