Denis K. Sheahan
About Denis K. Sheahan
Denis K. Sheahan, age 60, is Chief Executive Officer of Eastern Bankshares, Inc. (Eastern Bankshares, Inc. and Eastern Bank) and a director since July 12–13, 2024; he previously served as Chairman, President and CEO of Cambridge Bancorp/Cambridge Trust (2015–2024), and held senior roles at Independent Bank Corp./Rockland Trust and BayBanks. He holds a degree from Cork Institute of Technology and an MBA from Boston University . In 2024, Eastern used Operating Net Income as the sole annual incentive metric, achieving $192.6M versus a $180.5M target, funding MIP awards at 113% of target ; company pay-versus-performance disclosures show the value of a $100 investment (Company TSR metric) at $156.33 in 2024 and GAAP Net Income of $119.6M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cambridge Bancorp / Cambridge Trust Company | Chairman, President & CEO | 2015–2024 | Led institution into merger with Eastern Bankshares; senior banking leadership . |
| Independent Bank Corp. / Rockland Trust | CFO and COO | ~1996–2015 (19 years) | Enterprise finance/operations leadership at regional bank . |
| BayBanks, Inc. | Vice President of Finance | Prior to Rockland Trust tenure | Corporate finance leadership at regional banking group . |
External Roles
| Organization | Role | Current/Past | Notes |
|---|---|---|---|
| Cambridge Community Foundation | Trustee | Current | Community leadership in Cambridge . |
| Massachusetts Bankers Association | Board Member | Current | Industry association engagement . |
| Rian Immigrant Center | Advisory Board Member | Current | Advisory role . |
| Cambridge YMCA | Board Member and Treasurer | Current | Non-profit governance . |
| Massachusetts Housing Partnership | Secretary/Treasurer; Chair of Finance Committee | Past | Affordable housing policy and finance oversight . |
| Federal Reserve Bank of Boston | Community Depository Institutions Advisory Council | Past | Regional banking policy advisory . |
| Old Colony YMCA | Board Member and Board Chair | Past | Non-profit leadership . |
Fixed Compensation
| Metric | FY 2024 | Notes |
|---|---|---|
| Base Salary Rate | $800,000 | Initial annual base salary established on appointment as CEO . |
| Salary Earned (partial-year) | $338,462 | Reflects time employed in 2024 . |
| All Other Compensation | $15,597 | Includes perquisites ($5,443) and 401(k) employer contributions ($10,154) . |
Performance Compensation
| Component | Structure / Metric | Target | Actual / Grant | Payout / Vesting |
|---|---|---|---|---|
| Annual MIP (Cash) | Sole company metric: Operating Net Income | $180.5M (6% over 2023) | $192.6M (18% YoY increase; pool 113%) | Sheahan MIP award: $406,800 (113% of target, prorated) . |
| 2024 PSUs (TSR) | Relative TSR vs KRX Banks (3-year: Jan 1, 2024–Dec 31, 2026); cap at target if absolute TSR is negative | Target shares: 38,732 | Granted: 9,683 target PSUs (off-cycle Sept 3, 2024) ; Monte Carlo valuation applied | Vest one installment on/around Mar 1, 2027, subject to performance and service . |
| 2024 RSUs (Time-based) | Time-based vesting over 3 years (anniversaries of grant date) | N/A | 25,821 RSUs granted on Sept 3, 2024 (grant-date fair value $431,985) | Three equal installments on grant anniversaries, subject to continued employment . |
| One-time RSU Award (2025) | Retention/offset for frozen Cambridge SERP; time-based | $2.3M grant-date fair value | Granted March 2025 | Vests pro-rata over 5 years, subject to continued employment . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 249,798 shares; <1% of outstanding (213,500,243 shares outstanding) . |
| Unvested Equity at 12/31/2024 | RSU 2023: 23,031 ($397,285); RSU 2024: 68,042 ($1,173,725); PSU TSR 2024: 9,683 ($167,032) . |
| Vested/Deferred Equity | 33,721 EBC RSUs vested 12/31/2024, reside in deferred comp plan (not owned until distribution) . |
| Options | None owned or exercised in 2024 . |
| Ownership Guidelines | CEO multiple: 5x base salary; all NEOs on track to comply as of 12/31/2024 . |
| Anti-Hedging/Pledging | Hedging and pledging prohibited for executives/directors under Insider Trading Policy . |
Employment Terms
| Provision | Term |
|---|---|
| Start Date & Role | CEO and director as of July 12–13, 2024; reports to Executive Chair . |
| Severance (Non‑CIC) | If terminated without cause: lump sum = 200% of annual base compensation + prorated MIP; 24 months COBRA for Sheahan; 24‑month non‑solicit of customers/employees . |
| Enhanced Separation (Cambridge CIC window) | If separation occurs on/before first anniversary of Cambridge CIC (prior to July 13, 2025): enhanced payment = 300% of base compensation + prorated MIP; 24 months COBRA . |
| Double‑Trigger CIC | 300% of base salary + greater of current-year bonus or 3‑year average bonus; 18 months health/dental contributions; post-employment non‑compete/solicit obligations; no tax gross‑up (subject to 280G cut‑down for higher after-tax) . |
| Potential Payments (as of 12/31/2024) | Without Cause/Good Reason: Salary $2,400,000; MIP $720,000. CIC: Salary $2,400,000; MIP $720,000; RSU $1,571,009; PSU‑TSR $668,127; Medical $29,987 . |
| Clawback Policy | Recoupment of incentive-based compensation in event of accounting restatement per Nasdaq/SEC standards . |
| Pension/Deferred | Defined Benefit Plan present value: $18,099 (counts Cambridge service); Cambridge SERP frozen 12/31/2024; extensive 409A deferral elections for compensation and equity . |
Board Governance
- Board Service and Independence: Director since July 2024; considered non‑independent due to executive role .
- Committee Roles: Member, Risk Management Committee (RMC) as of March 14, 2025 .
- Attendance: Each director attended >75% of Board/committee meetings during 2024; Board met 15 times; RMC met 4 times .
- Dual‑Role Implications: CEO and director (not Chair); Eastern maintains a Lead Independent Director (Deborah C. Jackson) to balance governance; Board Chair is Executive Chair/PEO (Robert F. Rivers) .
- Director Compensation: Employee directors do not receive director compensation .
Compensation Governance & Peer Benchmarking
- Annual Say‑on‑Pay Support: 85.5% approval at 2024 annual meeting .
- Governance Practices: Double‑trigger CIC; anti‑hedging/pledging; clawback; no tax gross‑ups; no repricing of underwater equity; emphasis on variable/performance pay .
- Independent Consultant: Pearl Meyer engaged; compensation committee composed of independent directors .
- Compensation Peer Group (21 banks): Ameris, Atlantic Union, Bank OZK, BankUnited, Cathay General, First Financial, F.N.B., Fulton, Glacier, IBKC (Independent Bank Group), Independent Bank Corp., Pacific Premier, PacWest, Pinnacle, Simmons, SouthState, Trustmark, United Bankshares, United Community Banks, WaFd, WSFS .
Related Policies and Risk Controls
- MIP Risk Assessment: Annual risk review across incentive plans by Internal Audit, ERM, Legal, HR; no highly‑leveraged plans; payments gated by profitability triggers .
- Option Grant Policy: Company has not historically issued options; policy restricts grants around material non‑public information and blackout periods .
Investment Implications
- Pay-for-performance alignment: 2024 MIP tied 100% to Operating Net Income; actual exceeded target (113% funding), with CEO payout prorated to $406,800, indicating alignment with core earnings improvement during his onboarding year . Equity LTIP emphasizes PSUs (60%) linked to relative TSR with downside caps, balancing risk and shareholder value .
- Retention and vesting overhang: Significant unvested equity (RSU 2024: 68,042; PSU‑TSR 2024: 9,683) plus March 2025 one‑time $2.3M RSU vesting over five years reduces near‑term exit risk and creates predictable vesting dates that may coincide with insider Form 4 filings and potential selling pressure around tax withholding events .
- Event‑driven severance optics: 3x CIC severance multiple and enhanced 3x separation window through July 13, 2025 create quantifiable downside protection; monitor corporate actions and integration milestones for potential governance/compensation triggers .
- Ownership alignment and risk flags: CEO beneficial ownership of 249,798 shares with anti‑hedging/pledging policy and 5x salary ownership guideline (on track) points to skin‑in‑the‑game without leverage risk; absence of stock options limits repricing risk .
- Governance balance: Non‑independent CEO on board balanced by Lead Independent Director and independent CHCM Committee with external advisor, mitigating dual‑role concerns during merger integration and performance target setting .