Peter K. Markell
About Peter K. Markell
Peter K. Markell, age 70, is an independent director of Eastern Bankshares, Inc. (EBC) and has served on the Eastern Bank board (and predecessor holding company) since 2006. He is a Certified Public Accountant with deep finance leadership experience, currently Executive Vice President and Chief Financial Officer of Brown University Health (since January 2023), and formerly EVP of Administration & Finance, CFO, and Treasurer of Mass General Brigham (1999–March 2021), following a partnership at Ernst & Young LLP. He holds a B.A. in Accounting and Finance from Boston College and is designated by the board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brown University Health | Executive Vice President & CFO | Jan 2023 – Present | Senior finance leadership for major health system |
| Mass General Brigham | EVP Administration & Finance, CFO, Treasurer | 1999 – Mar 2021 | Led finance for large healthcare network |
| Ernst & Young LLP | Partner | Prior to 1999 | External audit, accounting expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Huron Consulting Group Inc. | Director | Current | Member of Audit and Technology & Information Security Committees |
| CodaMetrix | Director | Current | Board member, medical coding software platform |
| Boston College | Board of Trustees | Current/Prior | Served as Board Chair and Chair of the Finance Committee |
Board Governance
- Committee assignments and leadership:
- Audit Committee: Chair; designated audit committee financial expert (SEC definition)
- Compensation and Human Capital Management (CHCM) Committee: Member
- Risk Management Committee: Member
- Independence: Determined independent under Nasdaq listing standards and the company’s Director Independence Policy; meets enhanced independence standards for Audit Committee members
- Attendance and engagement:
- 2024 meetings: Board (15), Audit (9), CHCM (6), Nominating (3), Risk (4); each director attended over 75% of all applicable meetings; all directors attended the 2024 annual meeting (May 13, 2024)
- Director retirement and refreshment: Mandatory retirement at end of the year in which a director turns 75 (Corporate Governance Guidelines)
- Overboarding check: None of the Audit Committee members simultaneously serve on more than two public-company audit committees (including EBC), mitigating oversight capacity risk
- Declassification path: Board moving to annual elections beginning 2027; Markell is nominated for a two-year term expiring at the 2027 annual meeting
Fixed Compensation (Director)
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Fees Earned | $119,250 | Includes cash retainer, committee fees, chair fees, and eligible meeting fees |
| 2024 | Annual Board Cash Retainer | $55,000 | Program-level retainer for non-employee directors |
| 2024 | Committee Member Fees | $5,000–$10,000 | Range per committee; chairs receive additional $10,000–$20,000 |
| 2024 | Lead Director Retainer | $40,000 | Program-level; Lead Director is Deborah C. Jackson |
| 2024 | Per-Meeting Fees | Various | For special/additional meetings and certain bank/committee meetings |
Performance Compensation (Director)
| Year | Equity Type | Grant Date | Grant-Date Fair Value | Vesting/Terms |
|---|---|---|---|---|
| 2024 | Restricted Stock | May 13, 2024 | $64,993 | Fair value equals closing price × shares on grant date; directors have a one-year holding requirement on 50% of vested shares until ownership guideline met |
| 2024 | Dividends on Prior Awards | N/A | $17,160 | Accrued dividends paid upon vesting of portions of 2021 and 2023 restricted stock awards |
- Program structure notes:
- Annual director equity is restricted stock; proxy tables do not disclose director option awards, and director compensation schedules emphasize restricted stock grants with cash retainers and committee fees .
- Anti-hedging/pledging: Insider Trading Policy prohibits hedging and pledging by directors; Section 16 officers and directors are generally prohibited from holding company securities in margin accounts or pledging them as collateral .
Other Directorships & Interlocks
| Company | Relationship to EBC | Interlock/Conflict Considerations |
|---|---|---|
| Huron Consulting Group Inc. | Unrelated consulting firm | Markell sits on Huron’s Audit and Technology & Information Security Committees; EBC notes Audit members do not serve on >2 audit committees, limiting overboarding risk |
| CodaMetrix | Private portfolio company | No EBC-related party transaction disclosures referencing CodaMetrix found in the proxy |
| Boston College | Non-profit | Governance/finance leadership; no EBC conflict disclosed |
Related-party oversight is managed by the Nominating & Governance Committee, which oversees compliance with the Related Party Transactions Policy; no specific related-party transactions involving Markell are disclosed in the 2025 proxy .
Expertise & Qualifications
- CPA; extensive executive finance leadership in complex regulated healthcare systems; former EY partner, reinforcing audit literacy and internal controls proficiency .
- Board-designated audit committee financial expert; fits EBC’s enhanced independence standards for Audit Committee members .
- Technology and information security oversight experience via Huron committee work; relevant to bank operational risk and cybersecurity supervision .
Equity Ownership
| As of | Shares Beneficially Owned | Breakdown | % of Shares Outstanding |
|---|---|---|---|
| March 14, 2025 | 174,443 | 144,908 direct; 29,535 restricted stock subject to vesting | <1% (based on 213,500,243 shares outstanding) |
- Stock ownership guidelines for directors: Non-employee directors must hold five times the value of their cash retainers in company shares; 1-year holding period for 50% of vested shares until minimum met; compliance evaluated annually; as of January 1, 2025, all non-employee directors met or were on track to meet guidelines .
- Anti-hedging/pledging: Policy prohibits hedging and pledging; Section 16 officers and directors generally barred from margin accounts or pledging company securities .
- Section 16(a) filings: All directors and officers complied timely with 2024 Form 3/4/5 obligations; no delinquent reports .
Governance Assessment
- Board effectiveness and independence:
- Markell’s long tenure (since 2006), audit chair role, and “financial expert” designation support strong oversight of financial reporting, internal audit, and external auditor independence; independence affirmed under Nasdaq and company policies .
- Attendance meets board expectations (≥75%), with full board attendance at the 2024 annual meeting, supporting engagement and diligence .
- Compensation and alignment:
- Director pay mix emphasizes cash retainers plus annual restricted stock (~$65k grant-date fair value), with holding requirements and prohibited hedging/pledging, reinforcing shareholder alignment; Markell’s 2024 total director compensation was $201,403 (fees: $119,250; stock awards: $64,993; dividends/other: $17,160) .
- Ownership: 174,443 shares beneficially owned; guideline compliance on track across non-employee directors as of Jan 1, 2025 .
- Committee risk oversight:
- As Audit Chair and Risk Committee member, Markell’s combined finance and operational experience strengthens controls and risk monitoring; audit committee workload and overboarding guardrails are explicitly observed (≤2 public audit committees) .
- Potential conflicts and red flags:
- No related-party transactions disclosed involving Markell; insider trading policy prohibits hedging/pledging; Section 16(a) compliance is timely—no evident governance red flags in the proxy .
- Shareholder feedback signal:
- 2024 say-on-pay approval was 85.5%, indicating broadly supportive views of compensation governance for executives; while not director-specific, it is a positive governance sentiment indicator .
Overall, Markell’s audit leadership, independence, robust attendance, and equity alignment underpin investor confidence in financial oversight and risk governance, with no disclosed conflicts or hedging/pledging concerns in the latest proxy .