Luis A. Borgen
About Luis A. Borgen
Luis A. Borgen, age 55, is an independent Class III director of Eastern Bankshares, Inc. (EBC) serving since 2016; his current term runs to 2026 as the board transitions to annual elections in 2027 . He is Chair of EBC’s Board Risk Management Committee and meets enhanced independence standards applicable to that chair role under the Company’s Director Independence Policy and Federal Reserve prudential standards . Borgen’s credentials include CFO roles at public and private companies (athenahealth, Vistaprint/Cimpress, DAVIDsTEA, DaVita), earlier senior finance roles at Staples, and U.S. Air Force service (1992–1997, Captain); education includes B.S. United States Air Force Academy, M.S. Finance Boston College, and MBA (Honors) University of Chicago Booth .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| athenahealth, Inc. | Chief Financial Officer | Sep 2019 – Apr 2022 | Led finance for leading healthcare SaaS; public-company reporting oversight |
| Vistaprint (Cimpress) | Chief Financial Officer | Not disclosed | CFO of e-commerce SMB marketing products |
| DAVIDsTEA (NASDAQ: DTEA at the time) | Chief Financial Officer | 2012 – 2017 | Public company CFO experience |
| DaVita Inc. (NYSE: DVA) | Chief Financial Officer | 2010 – 2012 | Public company CFO experience |
| Staples, Inc. | Finance roles culminating in SVP Finance, U.S. Retail | 1997 onward (dates for SVP not disclosed) | Financial accounting and reporting oversight; large-scale operations |
| U.S. Air Force | Officer (Captain) | 1992 – 1997 | Leadership and management training |
External Roles
| Organization | Role | Tenure | Committee Positions |
|---|---|---|---|
| Carter’s, Inc. (NYSE: CRI) | Director | Since Nov 2021 | Not disclosed in EBC proxy |
| Synopsys, Inc. (NASDAQ: SNPS) | Director | Since May 2022 | Not disclosed in EBC proxy |
- No interlocks disclosed between Borgen’s external boards (Carter’s, Synopsys) and other EBC directors’ external boards in the proxy .
Board Governance
| Governance Item | Details |
|---|---|
| Independence | Independent under Nasdaq rules; additionally meets enhanced independence standards as Risk Management Committee Chair |
| Committee Assignments | Chair: Risk Management Committee; Member: none disclosed beyond chair role in table; not on Audit/CHCM/Nominating (table shows “µ” denotes chair, “£” member) |
| Committee Responsibilities (Risk) | Oversees ERM framework, credit risk reporting to Audit Committee, capital/liquidity/IRR, and operational/cyber/regulatory risks; authority to retain external advisors |
| Board Structure | Lead Independent Director (Deborah C. Jackson) coordinates independent director agendas and executive sessions; Chair/PEO combined with independent Lead Director checks and balances |
| Board Refresh/Classification | Age-75 retirement policy; declassification phased with all directors standing for annual election starting in 2027 |
| Attendance & Engagement | In 2024, Board met 15 times (8 regular, 7 special); Audit 9; CHCM 6; Nominating 3; Risk 4; each director attended over 75% of Board and committee meetings; all directors attended the 2024 annual meeting |
Fixed Compensation
| Component | Amount/Policy | 2024 Amount for Borgen ($) |
|---|---|---|
| Annual Board Cash Retainer | $55,000 for non-Chair directors | Part of Fees Earned |
| Committee Member Fees | $5,000–$10,000 per committee (joint EBC/Eastern Bank committees) | Part of Fees Earned |
| Committee Chair Retainer | $10,000–$20,000 depending on committee | Part of Fees Earned |
| Lead Director Retainer | $40,000 (not applicable to Borgen) | — |
| Per-meeting fees (special/additional) | Paid for special or additional meetings across various boards/committees | Part of Fees Earned |
| 2024 Fees Earned | Total fees earned (incl. any deferrals) | $95,000 |
| All Other Compensation | Accrued dividends upon vesting of prior restricted stock grants; matching charitable gifts via Foundation (capped) | $17,160 (dividends) |
Performance Compensation
| Equity Vehicle | Grant Value | Grant Date | Vesting | Performance Metrics |
|---|---|---|---|---|
| Restricted Stock (Director annual grant) | $64,993 | May 13, 2024 | Time-based vesting per director plan; dividends accrue upon vesting of prior grants | None disclosed for directors; director equity is time-based, not performance-conditioned |
- The director equity grant valuation equals closing price on grant date multiplied by shares, but per-director share counts are not disclosed in the proxy’s director compensation table .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current Public Boards | Carter’s, Inc. (since Nov 2021); Synopsys, Inc. (since May 2022) |
| Interlocks | None disclosed with other EBC directors’ external boards |
| Non-profit/Academic Boards | Not disclosed for Borgen; several EBC directors serve on Foundation board and other non-profits (context, not Borgen-specific) |
Expertise & Qualifications
- Financial accounting and public-company reporting expertise from multiple CFO roles; EBC board explicitly cites his experience with financial accounting matters and oversight of public-company reporting as qualification to serve .
- Education: B.S. Management (USAFA), M.S. Finance (Boston College), MBA with Honors (University of Chicago Booth) .
- Military leadership: U.S. Air Force, Captain (1992–1997) .
Equity Ownership
| Metric | Value |
|---|---|
| Shares Beneficially Owned | 29,535 shares (restricted stock; subject to vesting) |
| Ownership % of Shares Outstanding | ~0.0138% (29,535 ÷ 213,500,243) based on record-date outstanding shares |
| Right to Acquire within 60 Days | None disclosed for Borgen (— in table) |
| Vested vs Unvested | Not broken out; beneficial holding consists of restricted stock subject to vesting |
| Pledging/Hedging | Company Insider Trading Policy prohibits directors from hedging or pledging Company stock (margin accounts or collateral) |
| Ownership Guidelines | Non-employee directors must hold 5× cash retainer in Company stock; compliance assessed annually; as of Jan 1, 2025, all non-employee directors met or were on track |
Governance Assessment
- Board effectiveness: Borgen chairs the Risk Management Committee, which oversees ERM across credit, capital/liquidity, interest-rate, operational, cyber, and compliance risks—this is a central oversight role for a bank, and he meets enhanced independence standards for that chair per Company policy and prudential standards .
- Independence and attendance: He is classified independent under Nasdaq rules; the board and committees had robust activity in 2024, and all directors, including Borgen, attended >75% of meetings and the annual meeting—supportive of engagement .
- Compensation alignment: Director pay mix combines cash retainers/fees with time-based restricted stock ($64,993 grant in 2024), plus dividends on vesting of prior awards; director stock ownership guidelines (5× cash retainer) and prohibitions on hedging/pledging enhance alignment with shareholders .
- Conflicts and related-party exposure: The Company reports no disclosable related-party transactions since the start of fiscal 2024; any loans to directors are ordinary-course, on market terms, permitted for federally insured institutions—no red flags disclosed .
- Shareholder signals: The Company’s 2024 say-on-pay passed with 85.5% approval, and compensation governance practices include clawbacks, double-trigger CIC, no tax gross-ups, and independent consultants—supportive of investor confidence in governance; while these are executive-focused, they reflect overall governance quality of the board on pay oversight .
Watchpoints
- Multiple external public boards (Carter’s, Synopsys) increase time commitments; ensure sustained engagement given Risk Committee chair duties—no attendance issues disclosed, but ongoing monitoring is prudent .
- Director equity is time-based, not performance-conditioned; alignment is supported via ownership guidelines and anti-hedging/pledging, but there are no explicit performance metrics tied to director equity awards (typical for U.S. boards) .
Red Flags
- None disclosed specific to Borgen: no related-party transactions; hedging/pledging prohibited; no delinquent Section 16 filings in 2024 .