Diane S. Hessan
About Diane S. Hessan
Diane S. Hessan (age 70) has served on the Board of Eastern Bankshares, Inc. since 2016. She is CEO of Salient Ventures (since November 2016), founder and former CEO of C Space (formerly Communispace) and previously served as CEO of Startup Institute. She holds an MBA from Harvard Business School and a B.A. in Economics and English from Tufts University, and currently sits on several corporate and non-profit boards (Brightcove; DP Cap Acquisition Corp I; Tufts University; Panera Brands; Sago; Beth Israel Deaconess Medical Center) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| C Space (formerly Communispace) | Founder; Chairman; Chief Executive Officer | 14 years (years not specified) | Built online communities for marketer consumer insights; customer-centric, data-driven focus |
| Startup Institute | Chief Executive Officer | Not disclosed | Helped people transform careers to succeed in the innovation economy |
| Salient Ventures | Chief Executive Officer | Since Nov 2016 | Investment/advisory with tech-focused angel portfolio |
External Roles
| Organization | Type | Role | Since | Committee Positions (if disclosed) |
|---|---|---|---|---|
| Brightcove | Public company | Director | March 2017 | Not disclosed in proxy |
| DP Cap Acquisition Corp I | Public company (SPAC) | Director | November 2021 | Not disclosed in proxy |
| Tufts University | Academic/non-profit | Board member | Not disclosed | Not disclosed |
| Panera Brands | Private company | Board member | Not disclosed | Not disclosed |
| Sago | Private company | Board member | Not disclosed | Not disclosed |
| Beth Israel Deaconess Medical Center | Non-profit healthcare | Board member | Not disclosed | Not disclosed |
Board Governance
- Independence: Determined independent under Nasdaq rules and the Company’s Director Independence Policy .
- Committee assignments (current): Compensation and Human Capital Management Committee (member); Nominating & Governance Committee (member). She is not listed on the Audit or Risk Management Committees .
- Attendance and engagement: Each director attended over 75% of Board/committee meetings in 2024; all then-serving directors attended the May 13, 2024 annual meeting .
- Board structure and leadership: Deborah C. Jackson serves as Lead Independent Director; Board Chair and PEO roles are unified under Robert F. Rivers with independent Lead Director counterbalance .
- Board refresh/declassification: Mandatory retirement at 75; fully declassified board planned for 2027 annual meeting .
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Annual Board retainer (non-Chair directors) | $55,000 |
| Committee membership fees | $5,000–$10,000 annually (varies by committee) |
| Committee chair retainers | $10,000–$20,000 (varies by committee) |
| Lead Independent Director retainer | $40,000 annually |
| Special/additional meeting fees | Paid for certain special or additional meetings (Bank boards/advisors/ambassadors/investment advisory) |
2024 actual director compensation (non-employee):
| Name | Fees Earned ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Diane S. Hessan | $104,500 | $64,993 (restricted stock grant fair value) | $18,160 (dividends on vesting of prior awards; plus $1,000 charitable matching) | $187,653 |
Notes:
- Stock award values reflect grant date fair value based on closing price on May 13, 2024 multiplied by shares; number of shares not disclosed in proxy .
- “All Other Compensation” includes accrued dividends paid upon vesting of 2021 and 2023 restricted stock awards; charitable gift match up to $1,000 per director per year .
Performance Compensation
| Equity Element | Grant date | Design | Value |
|---|---|---|---|
| Annual restricted stock grant | May 13, 2024 | Time-based restricted stock (director program); no disclosed performance metrics | $64,993 |
- Directors receive time-based restricted stock; proxy does not disclose director-specific performance metrics, options, or PSUs for directors .
- Dividends related to vesting of prior director awards were paid in 2024 ($17,160 for applicable directors) .
Other Directorships & Interlocks
- Public company directorships: Brightcove (since Mar 2017); DP Cap Acquisition Corp I (since Nov 2021) .
- Private/non-profit boards: Tufts University; Panera Brands; Sago; Beth Israel Deaconess Medical Center .
- Related party transactions: Company reports no disclosable related party transactions since the beginning of fiscal 2024; ordinary-course banking relationships (including loans) for certain directors/officers were on market terms and did not involve more than normal risk .
- Policy oversight: Nominating & Governance Committee oversees the Related Party Transactions Policy and compliance .
Expertise & Qualifications
- Executive/operator: Founder/CEO in market research and customer insight (C Space); CEO Salient Ventures (tech-focused investing/advisory) .
- Technology/marketing/analytics orientation; entrepreneurial, customer-centric, data-driven perspective cited by Company .
- Education: MBA (Harvard Business School); B.A. Economics & English (Tufts University); honorary doctorates (Bentley University; New England College of Business) .
Equity Ownership
| Holder/Capacity | Shares | Notes |
|---|---|---|
| Direct beneficial ownership | 84,908 | Shares held directly |
| Unvested restricted stock (subject to vesting) | 29,535 | Director equity subject to vesting requirements |
| Indirect (Crimson Seed Capital, LLC) | 2,000 | Controlled by spouse; beneficial ownership disclaimed except pecuniary interest |
| Total beneficial ownership | 116,443 (<1% of outstanding) | Company had 213,500,243 shares outstanding as of Mar 14, 2025 |
| Shares pledged as collateral | None disclosed | Insider Trading Policy prohibits pledging by directors |
Ownership alignment:
- Director stock ownership guidelines: Non-employee directors must hold five times the value of their cash retainers; one-year holding period for 50% of vested shares until guideline met; compliance evaluated annually .
- Compliance status: As of Jan 1, 2025, all non-employee directors met or were on track to meet stock ownership guidelines within the required time .
- Hedging/pledging prohibited by Insider Trading Policy for directors .
Governance Assessment
- Board effectiveness: Hessan is an active independent director serving on two key governance committees (Compensation & Human Capital Management; Nominating & Governance), aligning with oversight of pay, succession, human capital, ESG disclosure, governance policies, and related party transaction review .
- Attendance/engagement: Met the >75% attendance threshold; attended the 2024 annual meeting, supporting engagement expectations .
- Pay and alignment: Director pay mix includes cash retainer, committee fees, and time-based equity; ownership guidelines and anti-hedging/pledging reinforce alignment; no performance-linked director equity is disclosed (typical for financial institutions) .
- Conflicts and related-party exposure: Company reports no disclosable related party transactions in 2024; spouse-controlled LLC holds 2,000 shares with beneficial ownership disclaimed except pecuniary interest; ordinary-course banking relationships conducted on market terms .
- External commitments: Multiple board roles (two public companies plus private/non-profit boards) increase time commitments but do not show adverse attendance impacts per 2024 data; monitor overboarding risk if responsibilities expand materially .
- Shareholder sentiment signal: Say-on-pay support at 85.5% in 2024 indicates constructive investor view on compensation governance broadly (Board’s CHCM oversight) .
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, delinquent Section 16 filings, or low attendance. Continued monitoring advised for time-commitment balance across external boards and committee workload .