Michael J. Sullivan
About Michael J. Sullivan
Independent director appointed to the Boards of Eastern Bankshares, Inc. and Eastern Bank effective November 1, 2025, following Eastern’s merger with HarborOne Bancorp. Sullivan has deep legal and governance credentials: Partner at the Ashcroft Law Firm since 2009; former U.S. Attorney for the District of Massachusetts (2001–2009); presidentially nominated Director of the Bureau of Alcohol, Tobacco, Firearms and Explosives (2006–January 2009); and Plymouth County (MA) District Attorney (1995–2001). He previously served as Chairman of the Board of HarborOne and HarborOne Bank (since 2018). He was appointed due to recognized expertise in governance, corporate compliance, security, ethics, policy and regulatory matters, and strong community ties. His current term at Eastern expires in 2026.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ashcroft Law Firm, LLC (Boston) | Partner | 2009–present | Legal practice; governance and compliance expertise |
| U.S. Department of Justice | U.S. Attorney, District of Massachusetts | 2001–2009 | Led federal prosecutions; DOJ leadership experience |
| Bureau of Alcohol, Tobacco, Firearms and Explosives | Director (Presidentially nominated) | 2006–Jan 2009 | Agency leadership; national security and enforcement |
| Plymouth County (MA) | District Attorney | 1995–2001 | Elected office; ethics and public policy |
| HarborOne Bancorp/HarborOne Bank | Chairman of the Board | 2018–Nov 2025 | Board leadership; guided bank to merger with Eastern |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Signature Healthcare | Director | May 2009–present | Healthcare system governance |
| Consumer Credit Counseling Services | Director | 1986–1989 | Consumer finance oversight |
Board Governance
- Committee assignments: Member, Nominating & Governance Committee (Eastern and Eastern Bank); Member, Trust Committee (Eastern Bank). Term as director expires in 2026.
- Independence: Eastern’s 2025 proxy names independent directors and committee independence standards; Sullivan joined after the proxy date. His independence status will be determined and disclosed in future proxy filings.
- Lead Independent Director: Deborah C. Jackson serves as Lead Director, providing oversight and counterbalance to the Executive Chair.
- Board/committee activity levels (context): In 2024, Board met 15 times; all then-serving directors attended >75% of meetings. Sullivan was not yet on the Board in 2024.
Fixed Compensation
Director compensation structure in 2024 (context for Sullivan’s role; his specific 2025 figures not yet disclosed):
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $55,000 | For non-Chair directors serving full year |
| Annual equity grant (restricted stock) | ~$64,993 | Grant-date fair value in 2024; time-based restricted stock |
| Committee membership fees | $5,000–$10,000 | Per committee; varies by committee |
| Committee chair retainers | $10,000–$20,000 | Additional retainers for chairs |
| Lead Director retainer | $40,000 | Additional cash retainer |
| Meeting/per diem fees | Varied | For special/additional meetings (Bank advisory/ambassadors/investment) |
Director stock ownership guidelines: Non-employee directors must hold 5× cash retainer; one-year holding period on 50% of vested shares until guideline met.
Insider trading policy prohibits pledging and hedging by directors.
Performance Compensation
- Standard director equity is time-based restricted stock (no performance metrics); 2024 annual director grants were restricted stock valued ~ $64,993. Vesting terms for ongoing annual director grants are not specified in the proxy; one-time 2021 director grants (not applicable to Sullivan) vested pro-rata over five years.
Other Directorships & Interlocks
| Company/Institution | Type | Role/Committee | Potential Interlock |
|---|---|---|---|
| HarborOne Bancorp/Bank | Public bank | Chairman | Former competitor; merger closed Nov 1, 2025 |
| Signature Healthcare | Healthcare | Director | Customer/community linkage (no disclosed transactions) |
| Consumer Credit Counseling Services | Non-profit | Director (past) | Consumer finance expertise |
- Related-party transactions: The only transaction since Jan 1, 2024 involving Sullivan above $120,000 is the merger with HarborOne; otherwise none disclosed at Eastern as of the 2025 proxy.
Expertise & Qualifications
- Legal and regulatory: Former U.S. Attorney and ATF Director; extensive governance, compliance, security, ethics, policy background.
- Banking leadership: Chairman of HarborOne; experience integrating into Eastern post-merger.
- Community ties: Long-standing roles in Massachusetts institutions (Signature Healthcare).
Equity Ownership
Initial beneficial ownership on joining Eastern’s Board (Form 3 filed Nov 10, 2025):
| Security | Amount | Ownership Form | Notes |
|---|---|---|---|
| Common Stock | 64,627 | Direct | Directly held |
| Common Stock | 707 | Indirect | Held by Double Eagle LLC |
| Common Stock | 711 | Indirect | Rollover 401(k) |
| Stock Options (Right to Buy) | 63,696 | Direct | Exercise price $13.38; rollover of HarborOne options; same vesting/exercisability terms as pre-merger |
- Ownership %: Not disclosed; post-merger share count differs from March 2025 proxy, so percentage cannot be reliably calculated at this time.
Governance Assessment
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Strengths/positive signals:
- Brings significant legal/regulatory acumen and governance experience to Nominating & Governance and Trust oversight—supportive of board effectiveness in compliance, ethics, and fiduciary duties.
- Immediate equity alignment via direct holdings, rollover 401(k), and rollover options; subject to Eastern’s anti-hedging/anti-pledging policy and director ownership guidelines.
-
Watchpoints/RED FLAGS:
- Transaction interest: Material interest in the HarborOne merger (as former Chairman) noted; monitor future related-party disclosures to ensure ongoing independence and lack of preferential dealings.
- Independence and attendance: Formal independence determination and meeting attendance for 2025/2026 will be disclosed in upcoming proxy filings—monitor for full compliance with Nasdaq and prudential standards.
- Law firm affiliation: Partner at Ashcroft Law Firm; no Eastern-related engagements disclosed. Continue monitoring for any potential related-party transactions as per Eastern’s RPT Policy.
-
Compensation alignment:
- Expected to follow Eastern’s standard director pay mix (cash retainer + time-based restricted stock + committee fees), with stock ownership guidelines driving alignment; specific 2025 amounts for Sullivan not yet disclosed.
Appendix: Policies and Controls (Context)
- Related Party Transactions Policy: Nominating & Governance Committee reviews/approves transactions >$120,000 with related persons; ordinary-course banking relationships permitted at market terms; as of the 2025 proxy, no disclosable RPTs were entered since Jan 1, 2024.
- Anti-hedging/pledging: Directors prohibited from hedging or pledging Eastern stock.
- Committee independence: Audit, Compensation & Human Capital Management, and Nominating & Governance Committees comprised of independent directors under SEC/Nasdaq standards.