Kathleen C. Henry
About Kathleen C. Henry
Kathleen C. Henry is Executive Vice President, General Counsel and Corporate Secretary of Eastern Bankshares, Inc., and Executive Vice President, General Counsel, Corporate Secretary and Chief Human Resources Officer of Eastern Bank. She joined Eastern Bank in 2016 as General Counsel and Corporate Secretary and was promoted to Executive Vice President in 2018; she oversees Legal, Human Resources, Internal Communications, and Public Relations and advises the Board and executive management on legal, transactional, and governance matters . Education: B.A. in journalism from Boston University and J.D. from Northeastern University School of Law . Company performance context: 2024 Operating Net Income was $192.6M versus a $180.5M target (funding 113%), driving above-target annual incentives ; for the 2022–2024 PSU cycle, relative TSR fell below the 25th percentile (0% earned) while relative EPS growth reached the 76th percentile (150% earned), yielding a 75% total PSU payout .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Plymouth Rock Assurance Corporation | General Counsel; previously Deputy General Counsel | Not disclosed | Led legal function prior to Eastern; corporate legal leadership experience |
| Choate, Hall & Stewart LLP | Litigation Partner and Associate | Not disclosed | Complex litigation background; foundational legal training |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Massachusetts Judicial Nominating Commission | Vice-Chair (appointed by Gov. Healey) | April 2023–present | State leadership role; governance and public service |
| Political Asylum Representation Project | Board Director | Not disclosed | Non-profit governance |
| Northeastern University School of Law | Advisory Board, Women in the Law Conference | Not disclosed | Legal community engagement |
| Boston Bar Foundation | Trustee | Not disclosed | Legal philanthropy governance |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 461,250 | 463,500 | 477,250 |
| Bonus ($) | — | 250,000 (one-time Eastern Insurance transaction cash award) | — |
| Non-Equity Incentive (MIP) ($) | 227,300 | 208,575 | 403,200 |
| Stock Awards ($) | 2,001,646 | 152,935 | 478,846 |
| Change in Pension & Deferred Comp Earnings ($) | 84,812 | 156,625 | 260,720 |
| All Other Compensation ($) | 35,975 | 38,861 | 51,234 |
| Total Compensation ($) | 2,810,983 | 1,462,849 | 1,671,250 |
| Base Salary Change Commentary | Merit increases in 2022 and 2024; 2024 +3.6% per CHCM adjustments | No salary changes implemented for NEOs in 2023 | Merit increase +3.6% |
Performance Compensation
MIP (Annual Cash Incentive) – 2024 Design and Outcome
| Metric | Weighting | Target | Actual | Funding Pool | Individual Payout ($) | Payout % of Target | Vesting |
|---|---|---|---|---|---|---|---|
| Operating Net Income | 100% | 180.5M | 192.6M | 113% of target | 403,200 | 140% (committee discretion citing merger contributions) | Cash; paid out of Actual Funding Pool |
MIP target award opportunity: Base salary reference rate $480,000; target 60% ($288,000) .
Equity LTIP – 2024 Target and Grants
| Element | Target Mix | Fiscal 2024 Salary ($) | Target Award ($) | PSU Target ($) | RSU Target ($) | Grant Date | Grant Units | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|---|---|
| LTIP Target | 60% of salary | 480,000 | 288,000 | 172,800 | 115,200 | Mar 1, 2024 | PSU (TSR) 6,184; RSU 16,489 | PSU 267,622; RSU 211,224 |
| Pricing Reference | — | — | — | — | — | Closing price $12.81 used to determine units (Mar 1, 2024) | — | — |
Vesting schedules: RSUs vest in three equal annual installments on each grant anniversary for 2023 and 2024 awards; PSUs (TSR) vest in one installment around Mar 1, 2027 subject to performance; 2022 RSUs vest in five equal annual installments; 2022 PSUs vested Mar 3, 2025 .
2022–2024 PSU Cycle (One-time grant) – Performance Outcomes
| Metric | Weighting | Threshold | Target | Maximum | Actual Performance | Payout % | Earned PSUs | Vesting Date |
|---|---|---|---|---|---|---|---|---|
| Relative TSR (vs KRX Banks) | 50% | 25th pct | 50th pct | 75th pct+ | Below 25th percentile | 0% | — | Mar 3, 2025 |
| Relative EPS Growth (vs KRX Banks) | 50% | 25th pct | 50th pct | 75th pct+ | 76th percentile | 150% | 35,579 earned/vested (total PSU payout 75% of target) | Mar 3, 2025 |
2024 Grants of Plan-Based Awards (Henry)
| Award Type | Threshold | Target | Max | Units (if equity) | Grant Date | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| STI (MIP) Cash | 144,000 | 288,000 | 432,000 | — | — | — |
| RSU | — | — | — | 16,489 | Mar 1, 2024 | 211,224 |
| PSU (TSR) | — | — | — | 6,184 target; 24,734 target-based reference in table | Mar 1, 2024 | 267,622 |
One-time Eastern Insurance transaction award in March 2024: $500,000 (50% cash; 50% equity; equity mix 60% PSUs/40% RSUs; PSUs measured on TSR vs KRX Banks over Jan 1, 2024–Dec 31, 2026; RSUs vest in three equal installments from Mar 1, 2024) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 69,491 shares; <1% of 213,500,243 outstanding (as of Mar 14, 2025) |
| Right to Acquire within 60 Days | None disclosed (—) |
| ESOP Participation | 3,912 shares included for executive officers including Henry |
| Stock Ownership Guidelines | All other executive officers: 2× annual base salary; one-year holding for 50% of vested shares until guideline met; compliance evaluated annually |
| Compliance Status | All NEOs employed as of Dec 31, 2024 were on track to meet guidelines |
| Hedging/Pledging Policy | Hedging prohibited; Section 16 officers and directors generally prohibited from pledging or margin accounts |
Outstanding unvested equity at 12/31/2024 (market value reflects closing price $17.25):
| Grant | Units Unvested | Market Value ($) |
|---|---|---|
| RSU 2022 | 28,464 | 491,004 |
| PSU EPS 2022 (threshold) | 5,930 | 102,288 |
| PSU TSR 2022 (threshold) | 5,930 | 102,288 |
| RSU 2023 | 3,954 | 68,207 |
| PSU TSR 2023 (threshold) | 1,483 | 25,573 |
| RSU 2024 | 16,489 | 284,435 |
| PSU TSR 2024 (threshold) | 6,184 | 106,665 |
| Pricing Reference | — | $17.25 at 12/31/2024 |
Employment Terms
| Provision | Terms |
|---|---|
| Change-in-Control (CiC) Agreements | Double trigger; if involuntary termination without cause or resignation for good reason during/promptly after CiC, lump sum severance equals multiple of base salary plus the greater of current-year bonus or three-year average bonus; multipliers: 300% for Rivers, Sheahan, Miller; 200% for Rosato and Henry |
| Good Reason Definition | Material diminution of responsibilities; material reduction in compensation/benefits; relocation >25 miles; material breach by Company |
| Cause Definition | Willful misconduct; felony/misdemeanor involving deceit; misconduct damaging reputation/business; continued non-performance; failure to cooperate with investigations; regulatory removal/prohibition |
| Tax Gross-Ups | None for 280G/4999; payments may be reduced only if reduction improves executive after-tax outcome |
| COBRA/Medical Continuation | Monthly cash payment for up to 18 months equal to employer contribution; Henry enrolled in dental only |
| Executive Severance Agreements | Rivers and Miller have additional without-cause severance agreements; Sheahan has enhanced severance if terminated on/before first anniversary of Cambridge merger |
Potential payments upon double-trigger CiC (as of 12/31/2024):
| Component | Amount ($) |
|---|---|
| Salary (200% of base) | 960,000 |
| MIP (target) | 288,000 |
| RSU acceleration | 843,646 |
| PSU – EPS acceleration | 409,153 |
| PSU – TSR acceleration | 938,108 |
| Medical/Dental | 1,274 |
Performance & Track Record
- 2023 Eastern Insurance sale to Gallagher at $515M with after-tax gain of $294.5M; Henry and Fitzgerald led all aspects of the sale, securing maximum value and retaining the team; one-time transaction awards of $500,000 each were granted in March 2024 (50% cash, 50% equity) .
- 2024 Operating Net Income of $192.6M vs $180.5M target (funding 113%) reflects strong core earnings execution; Henry’s MIP payout elevated to 140% recognizing exceptional leadership on the Cambridge merger .
- 2022–2024 PSU outcomes: TSR below threshold (0% earned), EPS growth at 76th percentile (150% earned), resulting in 75% of target PSUs earned; Henry’s earned PSUs: 35,579 .
Compensation Structure Analysis
- Mix shifts: 2024 MIP target raised from 45% to 60% of salary; LTIP targets set at 60% of salary for Henry, with 60% PSUs and 40% RSUs, increasing at-risk pay tied to TSR performance .
- Discretionary adjustments: Henry’s MIP payout increased to 140% based on individual contributions to the Cambridge merger, indicating committee discretion tied to strategic execution .
- One-time awards: Transaction-related award for Eastern Insurance sale delivered 60% PSUs/40% RSUs, three-year TSR performance period, emphasizing performance alignment; no indication of option repricing or tax gross-ups .
Equity Ownership & Governance Policies
- Ownership guidelines: 2× salary multiple; one-year holding of 50% of vested shares until in compliance; all NEOs on track as of year-end 2024 .
- Anti-hedging/anti-pledging: Hedging prohibited; Section 16 officers/directors generally prohibited from pledging/margin accounts, reducing alignment and liquidity risk flags .
- Clawback: Nasdaq/SEC-compliant clawback policy enabling recoupment of incentive-based comp after restatements .
Investment Implications
- Alignment: High proportion of performance-based equity (PSUs) in 2024 and transaction awards, plus strict anti-hedging/anti-pledging policies, supports shareholder alignment; ownership guidelines and holding requirements temper near-term selling pressure from vesting .
- Retention: Material unvested RSUs (48,907 units across 2022–2024) and future PSU vest dates (2026–2027), combined with CiC protection (2× salary plus target MIP and equity acceleration), lower voluntary departure risk during integration periods .
- Performance linkage: 2024 MIP funded above target by Operating Net Income and individual performance boost to 140% for Henry reflects pay-for-performance; however, PSU TSR underperformance in 2022–2024 cycle (0% TSR tranche) highlights market-relative execution risk despite strong EPS growth .
- Trading signals: Annual RSU vesting (three-year schedules for 2023/2024 and five-year for 2022) and March 2025 PSU vesting can create periodic sell-to-cover events; anti-pledging and holding requirements mitigate leverage-related selling risk but do not eliminate tax-driven sales cadence .
Note: All figures and terms are sourced from Eastern Bankshares, Inc. 2025 Proxy Statement (DEF 14A) filed March 27, 2025.