Joseph T. Chung
About Joseph T. Chung
Independent director since 2014; age 60 as of the 2025 proxy. Chung is Chief Technology Officer and Head of AI at Rippl Care (since April 15, 2024), co-founder and Managing Director of Redstar Ventures (since 2010), and previously co-founder/CTO of Art Technology Group and CEO/Chair of Allurent; he holds B.S. and M.S. in Computer Science from MIT and was a graduate researcher at the MIT Media Lab; Venture Partner at the MIT E14 Fund .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Art Technology Group (ATG) | Co-founder, Chairman & CTO | Prior to Redstar (pre-2010) | Built publicly traded enterprise software company |
| Allurent | Chairman & CEO | Prior to Redstar (pre-2010) | Ecommerce software leadership |
| Kinto | Co-founder & CEO | 2019–2024 | Care-coaching platform for Alzheimer’s and related dementias |
| Rippl Care | CTO & Head of AI | Apr 15, 2024–present | AI leadership in behavioral health |
| Eastern Bank Foundation | Board of Trustees (Trustee) | Mentioned 2023 | Philanthropy governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Redstar Ventures | Co-founder & Managing Director | 2010–present | Venture foundry building companies |
| MIT E14 Fund | Venture Partner | Not specified | Early-stage deep tech affiliation |
Board Governance
- Independence: Board determined Chung is independent under Nasdaq rules and the Company’s Director Independence Policy (also meets committee independence standards) .
- Committee leadership and assignments:
- 2024: Chair, Compensation & Human Capital Management (C&HCM) Committee; Member, Nominating & Governance Committee .
- 2025: Chair, Compensation & Human Capital Management (CHCM) Committee; committee membership updated to include Hessan, Jackson, Schmidt, Markell; independent consultant Pearl Meyer engaged; no officer interlocks .
- Attendance: In 2023, Board met 22 times; each director attended >75% of Board/committee meetings and all directors attended the 2023 annual meeting . In 2024, Board held 8 regular and 7 special meetings; each director attended >75% and all then-serving directors attended the 2024 annual meeting .
Fixed Compensation
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Board Cash Retainer (policy) | $55,000 | $55,000 | $55,000 | $55,000 | $55,000 |
| Annual Director RSU Target (policy value) | N/A (pre-equity plan) | One-time $1.25M grant (see below) | ~$55,000 | ~$55,000 | ~$65,000 |
| Committee Member Fees (policy) | $5,000–$6,250 | $5,000–$6,250 | $5,000–$10,000 | $5,000–$10,000 | $5,000–$10,000 |
| Committee Chair Retainers (policy) | Additional chair retainers (ranges not specified) | $10,000–$20,000 | $10,000–$20,000 | $10,000–$20,000; Lead Director $40,000 | $10,000–$20,000; Lead Director $40,000 |
| Per-meeting Fees (policy) | Special/additional meetings (advisors/ambassadors/investment advisory) | Similar; increased frequency in IPO/COVID year | Similar | Similar | Similar |
| Joseph T. Chung – Director Compensation ($) | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Fees Earned | 113,350 | 110,550 | 105,800 | 123,750 | 111,750 |
| Stock Awards (Grant-Date Fair Value) | 55,000 (ODRC accrual classified as “All Other”) | 1,249,992 | 54,999 | 54,993 | 64,993 |
| All Other Compensation | 55,000 (ODRC accrual) | 1,000 (matching gifts) | 5,719 (dividends/matching) | 11,834 (dividends/matching) | 18,160 (dividends/matching) |
| Total | 168,350 | 1,361,542 | 166,518 | 190,577 | 194,903 |
Notes: In November 2021, non-employee directors received a one-time restricted stock grant valued at ~$1.25M per director, vesting pro rata over five years, in connection with the IPO and freezing of the Outside Directors’ Retainer Continuance Plan (ODRC) . “All Other Compensation” primarily reflects accrued dividends upon vesting of prior RSU grants and charitable matching .
Performance Compensation
| Element | Design | Metrics | Period | Payout Mechanics |
|---|---|---|---|---|
| Director Equity | Time-based RSUs (annual) | N/A (no disclosed director PSUs/options) | Annual grant (e.g., May dates) | Vests ratably over defined period; dividends accrue and pay at vest |
| Executive Equity LTIP (overseen by CHCM chaired by Chung) | PSUs and RSUs | 2024 mix increased to 60% PSUs / 40% RSUs; PSUs measured on relative TSR vs KRX Banks; absolute TSR cap; RSUs vest over 3 years | 2024 grants: Jan 1, 2024–Dec 31, 2026 (PSUs); RSUs vest on grant anniversary | PSUs earn 0–> capped at target if absolute TSR negative; 2024 vesting outcome for 2022–2024 cycle: 75% earned (0% TSR; 150% EPS growth) |
Other Directorships & Interlocks
- No current public company directorships for Chung disclosed in EBC proxies beyond Eastern Bankshares; external roles include Redstar Ventures and Rippl Care; Venture Partner at MIT E14 Fund .
- Compensation committee interlocks: None disclosed in 2023–2024; likewise none in 2020 during the prior Compensation Committee structure .
Expertise & Qualifications
- Information technology and innovation leadership across enterprise software, ecommerce, venture building, and AI; MIT B.S./M.S. Computer Science; Media Lab experience; technology-focused qualifications cited by the Board .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding | Source |
|---|---|---|---|
| Mar 12, 2021 | 50,000 | <1% | |
| Mar 11, 2022 | 112,096 | <1% | |
| Mar 10, 2023 | 114,965 | <1% (base: 176,328,426) | |
| Mar 8, 2024 | 119,747 | <1% (base: 176,631,477) | |
| Mar 14, 2025 | 124,443 | <1% (base: 213,500,243) |
- Anti-hedging and anti-pledging policy prohibits directors from hedging Company stock and generally from pledging or holding in margin accounts; director stock ownership guidelines require non-employee directors to hold five times the annual cash retainer; one-year holding requirement applies to 50% of vested shares until guideline met .
Governance Assessment
- Committee leadership: As CHCM Chair in 2024–2025, Chung oversees executive pay structure, succession planning, and incentive risk reviews; the committee uses an independent consultant (Pearl Meyer) and discloses no interlocks—positive for pay governance .
- Say-on-pay trajectory: Strong support but declining over time—95% (2021), 96.2% (2022), 92.3% (2023), 85.5% (2024)—suggests increasing shareholder scrutiny of pay design; as CHCM Chair, responsiveness to feedback is a key effectiveness signal .
- Board engagement: Documented attendance >75% and full annual meeting participation in 2023–2024 indicate engagement; board self-evaluations conducted annually under Nominating & Governance oversight—positive governance hygiene .
- Alignment and red flags:
- Alignment positives: Director ownership guidelines; anti-hedging/pledging; replacement of ODRC with equity grants aligns directors with shareholders .
- Potential red flag to monitor: Large one-time $1.25M director equity grants in 2021 (IPO-related) continue to vest through 2026; while justified, ongoing vesting magnitude warrants monitoring relative to director independence perceptions .
- No related-party transactions involving Chung are identified in reviewed proxy disclosures; the Nominating & Governance Committee oversees the Related Party Transactions Policy—structural mitigation of conflicts .