Linda M. Williams

About Linda M. Williams

Age 65. Independent director of Eastern Bankshares, Inc. and Eastern Bank since October 2023. Former Chief Risk & Audit Officer and SVP at Blue Cross Blue Shield of Massachusetts (enterprise risk management, internal audit, information security) from January 2017–January 2024; earlier senior underwriting leadership at Magellan Behavioral Health and Aetna; previously a senior consultant at Medwise Partners. Serves on the boards of Morgan Memorial Goodwill Industries and as Trustee & Treasurer for the Robert F. Kennedy Children’s Action Corps; B.A., Johns Hopkins University .

Past Roles

External Roles

Board Governance

• Committee assignments (as of March 14, 2025): Audit Committee (member); Risk Management Committee (member). Not a committee chair .
• Audit Committee independence: All members are independent; Audit Committee chair is Peter K. Markell (designated “audit committee financial expert”). Williams meets enhanced independence standards for Audit Committee membership per Company policy .
• Independence status: Board determined Williams is an independent director under Nasdaq rules, the Company’s Director Independence Policy, and its Audit Committee Independence Policy .
• Attendance and engagement: In 2024, the Board held 15 meetings; Audit (9 including 1 special), Compensation & Human Capital Management (6), Nominating & Governance (3), Risk Management (4). Each director attended >75% of Board/committee meetings held during 2024 on which they served, and all directors attended the 2024 annual meeting (May 13, 2024) .
• Lead Independent Director/executive sessions: The Board maintains a Lead Director (Deborah C. Jackson) who presides over executive sessions and coordinates independent director agendas as needed .
• Term/classification: Williams was nominated in 2025 for a two-year term expiring at the 2027 annual meeting; the Board is transitioning to annual elections beginning 2027 .

Fixed Compensation

• Standard 2024 director pay program: $55,000 annual cash retainer; annual restricted stock grant valued at approximately $65,000; committee member fees $5,000–$10,000; committee chair retainers $10,000–$20,000; Lead Director retainer $40,000; per‑meeting fees for certain special/additional meetings. Directors employed by the Company receive no director compensation. Annual equity grant was made May 13, 2024 (grant-date fair value based on closing price x shares) .

Director-level 2024 compensation (Williams):

Performance Compensation

• Structure for non‑employee directors: Annual equity is restricted stock (time‑based), not performance‑conditioned; no director-level performance metrics disclosed .

Other Directorships & Interlocks

Expertise & Qualifications

• Core skills for board effectiveness: Strategic enterprise risk management, internal audit, information security, underwriting and insurance risk—well aligned with Audit and Risk Management committees .
• Audit Committee “financial expert”: Peter K. Markell (chair) designated; Williams serves as a member but is not designated as the financial expert .

Equity Ownership

As of March 14, 2025 (beneficial ownership table base: 213,500,243 shares outstanding):

• Anti‑hedging/anti‑pledging: Directors and executives are prohibited from hedging and pledging the Company’s securities; Section 16 officers and directors are generally prohibited from margin accounts/pledging .
• Director stock ownership guidelines: Non‑employee directors must hold shares equal to 5x the value of their cash retainer within five years of initial election (or June 2020, if later); 50% of vested shares must be held until threshold is met; as of Jan 1, 2025, all non‑employee directors met or were on track to meet guidelines .

Say‑on‑Pay & Shareholder Feedback (context for governance quality)

• 2024 say‑on‑pay approval: 85.5% of votes cast supported NEO compensation .
• 2025 annual meeting results: Williams received 163,896,385 votes For, 2,393,351 Against, 2,565,159 Abstentions; say‑on‑pay votes For 156,883,796, Against 9,717,870, Abstentions 2,253,230 .

Governance Assessment

• Strengths

  • Independence confirmed; meets enhanced Audit Committee independence standards; placed on Audit and Risk Management committees—highly relevant to her risk/audit background .
  • Strong investor support in 2025 director election; say‑on‑pay support has been solid (85.5% in 2024; strong For votes in 2025) .
  • Robust governance controls: anti‑hedging/pledging policy, director stock ownership guidelines with holding requirements, clawback for executives; active board/committee cadence and engagement .

• Watch items

  • Ownership alignment: current beneficial ownership reported at 4,696 shares; while directors have five years to meet the 5x‑retainer ownership guideline, progress toward threshold bears monitoring given Williams’ October 2023 start date .
  • Leadership roles: not currently a committee chair or designated financial expert; continued impact will be driven by contributions within Audit/Risk committees rather than formal leadership positions .

• RED FLAGS

  • None disclosed relating to related‑party transactions, hedging/pledging, Section 16 compliance, or low attendance; all directors met attendance thresholds and attended the 2024 annual meeting .

Overall signal: Williams brings material risk and audit oversight expertise to EBC’s Audit and Risk Management committees with clean independence, supportive shareholder voting, and appropriate alignment policies in place; monitor equity accumulation toward director ownership guidelines and any future elevation to chair roles.