Richard E. Holbrook
About Richard E. Holbrook
Richard E. Holbrook, age 73, is a director of Eastern Bankshares, Inc. and Chair Emeritus of Eastern Bank; he retired as Chair and CEO in 2016 after serving as President & COO since 2001 and CFO & EVP since 1996, with 30+ years of banking experience across lending, trust, planning, and finance . He served as the Federal Advisory Council representative for the First Federal Reserve District, was on the Board of Directors of the Federal Reserve Bank of Boston, and on the executive committee of the Boston Chamber of Commerce; he holds an undergraduate degree from Yale University and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eastern Bank | Chief Financial Officer & Executive Vice President | 1996 | Senior finance leadership during significant growth and transformation |
| Eastern Bank & Eastern Bank Corporation | President & Chief Operating Officer | 2001 | Led operations across bank and holding company |
| Eastern Bank | Chair & Chief Executive Officer | 2007–2016 | Led strategic direction; retired as Chair & CEO in 2016 |
| Eastern Bank | Chair Emeritus | Current | Ongoing advisory prestige reflecting legacy leadership |
| Federal Advisory Council (First Federal Reserve District) | Representative | Not disclosed | Quarterly engagement with Federal Reserve Board of Governors |
| Federal Reserve Bank of Boston | Director | Not disclosed | Regional central bank oversight/engagement |
| Boston Chamber of Commerce | Executive Committee Member | Not disclosed | Business community leadership |
| Massachusetts Bankers Association | Chair (former) | Not disclosed | Industry advocacy and standards |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Federal Reserve Bank of Boston | Board of Directors (prior) | Not disclosed | Regional central bank governance exposure |
| Boston Chamber of Commerce | Executive Committee (prior) | Not disclosed | Regional business leadership |
| Massachusetts Bankers Association | Former Chair | Not disclosed | Banking industry leadership |
Board Governance
- Independence: The Board determined Holbrook is not independent under Nasdaq rules because he served as CEO through 2016 and continued to receive compensation through January 2022 .
- Committee assignments: Member, Risk Management Committee (RMC); not a chair of any committee .
- Attendance: In 2024, the Board met 15 times (8 regular/7 special), and each director attended over 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: Deborah C. Jackson is Lead Independent Director (since 2018) and presides over executive sessions; Board Chair and Principal Executive Officer roles are combined and held by Robert F. Rivers, with a Lead Director structure for checks and balances .
- Governance policies: Stock ownership guidelines for directors; executive compensation clawback policy; insider trading policy prohibiting pledging and hedging .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned (cash) | $87,000 | Includes annual retainer and committee/per-meeting fees |
| Stock Awards (restricted stock fair value) | $64,993 | Annual equity grant value; granted May 13, 2024 |
| All Other Compensation | $18,160 | Includes accrued dividends on prior restricted awards ($17,160) and charitable matching ($1,000) |
| Total | $170,153 | Sum of components for 2024 |
Program terms context:
- Standard annual Board retainer $55,000; annual restricted stock grant ~ $65,000; committee member fees $5,000–$10,000; certain committee chairs $10,000–$20,000; Lead Director retainer $40,000; additional per-meeting fees for special/additional meetings and Foundation/Bank committees; employees do not receive director compensation .
Performance Compensation
| Equity Element | Grant Date | Type | Vesting/Metrics |
|---|---|---|---|
| Director equity grant | May 13, 2024 | Restricted stock | Time-based restricted stock; director table does not indicate performance-conditioned awards for directors |
No director options or PSU-based director compensation are disclosed; “All Other Compensation” reflects dividends paid upon vesting of prior restricted stock and charitable matching rather than performance awards .
Other Directorships & Interlocks
| Company | Role | Status | Notes |
|---|---|---|---|
| Public company directorships | — | None disclosed | Proxy biography lists prior civic/central bank roles, not current public boards |
| Federal Reserve Bank of Boston | Director (prior) | External (non-corporate) | Not a public company; prior governance role |
Expertise & Qualifications
- Deep banking leadership across finance (CFO), operations (COO), and CEO roles, with 30+ years’ experience in commercial lending, trust, planning, and financial management .
- Regulatory and macro insight via Federal Advisory Council representation and Boston Fed board service, plus industry leadership (Massachusetts Bankers Association) .
- Education: Yale University (undergraduate), Harvard Business School (MBA) .
Equity Ownership
| Holder | Direct/Indirect Shares | Right to Acquire (≤60 days) | Total Beneficial Ownership | % of Shares Outstanding | Breakdown/Notes |
|---|---|---|---|---|---|
| Richard E. Holbrook | 270,943 | — | 270,943 | <1% | 44,908 held directly; 196,500 jointly with spouse; 29,535 restricted stock subject to vesting |
Alignment and policies:
- Director stock ownership guidelines: Non-employee directors must hold five times the cash retainer; compliance evaluated annually; as of January 1, 2025 all non-employee directors met or were on track .
- Pledging/hedging: Prohibited for directors under the Insider Trading Policy .
Governance Assessment
-
Strengths
- Extensive executive and regulatory experience enhances board oversight of risk and strategy, relevant to RMC membership .
- Strong attendance and engagement (Board met 15 times; each director over 75%) supports board effectiveness .
- Equity component of director pay and stock ownership guidelines support alignment with shareholders; pledging/hedging prohibited .
- No disclosable related party transactions in 2024; any director/officer loans were ordinary course on market terms without unusual risk features .
-
Watchpoints / RED FLAGS
- Non-independence: Holbrook is not independent due to recent historical executive status/retirement compensation; continued service on Risk Management Committee alongside current executives (Rivers, Sheahan) may warrant monitoring of risk oversight independence, though the RMC chair meets enhanced independence standards .
- Combined Chair/PEO structure persists; mitigated by Lead Independent Director but remains a governance consideration for some investors .
-
Compensation context and shareholder sentiment
- Director compensation mix (cash + time-based restricted stock) is standard; no performance-linked director equity is disclosed; say‑on‑pay support for executive comp was 85.5% in 2024, indicating overall investor acceptance of compensation governance practices (context for board oversight of pay) .