Robert F. Rivers
About Robert F. Rivers
Robert F. Rivers is Executive Chair and Principal Executive Officer (PEO) of Eastern Bankshares, Inc. (EBC) and Chair of its Board, roles he has held since July 12, 2024; he was CEO from January 1, 2017 through July 12, 2024 (age 60) . He joined Eastern in 2006, rising through Vice Chair & Chief Banking Officer (2006), President (2007), COO (2012), director (2015), and Board Chair (since 2017), following senior roles at Commercial Federal Bank and 14 years at M&T Bank; he holds a BA from Stonehill College and an MBA from the University of Rochester . Under his leadership, Eastern executed a record mutual-to-stock IPO (~$1.7B), doubled assets to $25.6B, integrated Century Bank (2021) and Cambridge Trust (2024), divested Eastern Insurance for $513M, and tripled wealth AUM from $2.6B to $8.3B; 2024 Operating Net Income increased 18% YoY to $192.6M and NIM expanded 12 bps to 2.85% . Company TSR has varied; the SEC “Pay vs Performance” table shows $100 growing to $156.33 by 2024 versus peer TSR at $193.32, contextualizing shareholder return during his tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eastern Bankshares, Inc. / Eastern Bank | Executive Chair; PEO; Chair of the Board | Executive Chair/PEO since 07-12-2024; Board Chair since 2017 | Oversaw Cambridge Trust merger closing in 2024 and ongoing integration, maintaining PEO accountability |
| Eastern Bank | Chief Executive Officer | 2017–07-12-2024 | Led IPO (~$1.7B), asset growth to $25.6B, M&A (Century 2021; Cambridge 2024), Eastern Insurance sale ($513M) |
| Eastern Bank | Chief Operating Officer; President; Vice Chair & Chief Banking Officer | COO 2012; President 2007; Vice Chair/CBO 2006 | Built operating/consumer banking platform, scaling loans/deposits; helped drive digital upgrades |
| Commercial Federal Bank | EVP, Retail Banking | Pre-2006 | Retail leadership experience prior to Eastern |
| M&T Bank | Various roles (14 years) | Prior to Commercial Federal | Commercial and operations discipline foundational to Eastern’s growth |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Federal Reserve Bank of Boston | Federal Advisory Council Representative | Appointed Jan 2023 | Quarterly advisory on banking/credit conditions |
| Greater Boston Chamber of Commerce | Executive Committee Member | Current | Business community leadership and policy engagement |
| Stonehill College | Trustee | Current | Higher education governance |
| The Lowell Plan; Lawrence Partnership; JFK Library Foundation; Boston Women’s Workforce Council | Board/Advisory Roles | Current | Regional economic development; civic leadership |
Fixed Compensation
Multi-year compensation (SEC Summary Compensation Table—Rivers):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 995,000 | 995,000 | 995,000 |
| Non-Equity Incentive Plan Compensation ($) | 976,100 | 2,434,326 | 1,124,350 |
| Stock Awards ($) | 4,503,726 | 820,870 | 1,353,380 |
| Change in Pension Value ($) | 13,486 | 617,294 | 640,281 |
| All Other Compensation ($) | 255,368 | 47,607 | 73,126 |
| Total ($) | 6,743,680 | 4,915,097 | 4,186,137 |
Notes: Rivers' total compensation declined ~38% from 2022 to 2024 per CD&A .
Performance Compensation
Annual MIP (Management Incentive Plan) – FY 2024
| Metric | Weighting | Target | Actual | Payout (% of Target) | Vesting/Timing |
|---|---|---|---|---|---|
| Operating Net Income | 100% | $180.5M | $192.6M | 113% | Paid from Actual Funding Pool post year-end |
Rivers’ MIP target was 100% of salary; actual cash award was $1,124,350 (113% of target) .
Long-Term Equity Incentive Plan (LTIP) – 2024 Award Design
| Component | Weight | Grant Details | Performance / Vesting | Payout Curve |
|---|---|---|---|---|
| PSUs (TSR vs KRX Banks) | 60% | Granted 03-01-2024; Rivers target PSUs 17,477; grant date fair value $756,383 | 3-year period (01-01-2024 to 12-31-2026); vests in one tranche around 03-01-2027; negative absolute TSR caps payout at target | <25th pct: 0% earned; 25th: 25%; 50th: 100%; ≥75th: 150% (linear interpolation) |
| RSUs (time-based) | 40% | Granted 03-01-2024; Rivers RSUs 46,604; grant date fair value $596,997 | Vests in 3 equal annual installments on each anniversary of 03-01-2024, service-based | N/A (time-based) |
PSU performance earned for the prior one-time 2022 PSU grants (performance period 2022–2024): 75% of target earned and vested (Relative TSR below 25th percentile = 0%; Relative EPS growth 76th percentile = 150% → blended 75%); Rivers vested 80,052 PSUs on 03-03-2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 312,544 shares; <1% of outstanding |
| Ownership breakdown | 108,632 direct; 200,000 joint tenancy; 3,912 ESOP shares |
| Unvested awards (12/31/2024) | RSUs: 64,042 (2022); 21,220 (2023); 46,604 (2024). PSUs (at threshold): EPS 13,342 (2022); TSR 13,342 (2022); TSR 7,957 (2023); TSR 17,477 (2024) |
| Market value of unvested awards (12/31/2024) | See Outstanding Equity Awards table (e.g., RSU-2024 $803,919; PSU-TSR-2024 $301,470 using $17.25 close) |
| Ownership guidelines | Executive Chair must hold 5x base salary; directors 5x cash retainer; one-year holding period on 50% of vested shares until compliance; NEOs “on track” to meet guidelines |
| Pledging/Hedging | Prohibited by Insider Trading Policy (no hedging, no pledging/margin) |
| Director fees | Employees (incl. Rivers) receive no director compensation |
Implication: RSU tranches from 2022/2023/2024 will continue to vest annually; PSUs vest in single tranches (2026/2027), creating scheduled supply that could drive periodic insider selling or net share withholding for taxes .
Employment Terms
| Provision | Key Terms |
|---|---|
| Base salary | $995,000; no increase for fourth consecutive year (2024) |
| MIP target | 100% of salary for 2024 |
| Severance (non-CiC) | If terminated without cause: lump sum 200% of annual base + prorated MIP; 24 months COBRA-paid medical for Rivers; 24-month non-solicit of customers/employees |
| Change-in-control (CiC) | Double-trigger only; lump sum 300% of (base + greater of target bonus or 3-year avg bonuses); 18 months COBRA cash; best-after-tax 280G cutback; restrictive covenants apply |
| Potential payments (12/31/2024 basis) | Without Cause/Good Reason: Salary $1,990,000; MIP $995,000; Medical $51,510. Double-trigger CiC: Salary $2,985,000; MIP $982,200; RSU $2,274,689; PSU-EPS $920,598; PSU-TSR $2,675,527; Medical $38,633 |
| Clawback policy | Recoupment of incentive comp for restatements per SEC/Nasdaq rules |
| Perquisites | Auto/parking allowances; modest benefits; no tax gross-ups on parachutes |
Board Governance
- Independence: Rivers is not independent (Executive Chair/PEO); CEO Denis Sheahan and Richard Holbrook also not independent; all other directors independent per Nasdaq and company policies .
- Dual-role structure: Board permits combined Chair/PEO; mitigated by an independent Lead Director (Deborah C. Jackson since 2018) who sets agendas with the Chair, presides over executive sessions, and coordinates independent director meetings; Board reviews leadership structure periodically .
- Committees: Rivers serves on the Risk Management Committee; committee compositions and independence standards are disclosed; Audit chaired by Peter Markell and includes enhanced independence/financial expertise .
- Attendance: In 2024, Board met 15 times; each director attended >75% of meetings; all attended the 2024 annual meeting .
- Board refresh/declassification: Age-75 retirement policy; board moving to annual elections by 2027 .
Compensation Committee Analysis
- CHCM Committee: Independent members (Chung—Chair; Hessan; Jackson; Schmidt; Markell); oversees executive/director comp, succession, risk review of incentive plans, human capital .
- Consultant: Pearl Meyer engaged as independent advisor; independence affirmed .
- Peer group: 21 regional/commercial banks selected by asset/revenue size, business mix, market cap and geography (0.5x–2.0x size), including Independent Bank Corp., SouthState, Pinnacle, WSFS, etc. .
- Say-on-pay: 85.5% approval in 2024, indicating strong shareholder support .
Compensation Structure Findings
- Pay mix shift toward at-risk pay (71% variable for PEO in 2024); increased LTIP targets; PSUs heightened to 60% of LTIP; MIP target raised from 90% to 100% for Rivers in 2024; Rivers’ total comp down 38% since 2022 .
- Performance metrics: 2024 MIP funded solely on Operating Net Income, with transparent threshold/target/max and 113% payout; PSUs aligned to relative TSR with guardrail capping payout at target if absolute TSR is negative .
- Risk controls: No repricing, no hedging/pledging, clawback policy, independent committee oversight and annual incentive risk assessments .
Director Compensation (Context for dual role)
- Non-employee director package: $55,000 cash retainer, ~$65,000 restricted stock annually, committee fees ($5k–$10k), chair fees ($10k–$20k), Lead Director $40k; employees serving as directors receive no director compensation .
Pension and Deferred Compensation
| Plan | Rivers Present Value / Participation |
|---|---|
| Defined Benefit Pension (cash-balance) | $955,085 present value; 18.9 years credited service |
| Benefit Equalization Plan (BEP) | $1,121,369 present value (restores pension above qualified limits) |
| SERP | Frozen after 2021; Rivers is fully vested; no ongoing accruals |
| ESOP | Participates; ESOP allocations disclosed; ESOP voting mechanics described |
Investment Implications
- Alignment and retention: Elevated at-risk mix (MIP + PSU-heavy LTIP) and robust clawback/anti-pledging suggest high alignment; double-trigger CiC with 3x cash multiple balances retention and M&A continuity but implies sizable acceleration on equity under change-in-control scenarios .
- Near-term selling pressure: RSUs from 2022/2023/2024 vest annually and PSUs vest in single tranches (2026/2027), creating periodic supply; Rivers’ unvested units total tens of thousands, with 2024 RSUs of 46,604 vesting over three years and PSUs vesting in 2027, potentially leading to withholding/sales around vest dates .
- Performance linkage: 2024 MIP paid 113% on Operating Net Income, reflecting core earnings growth; PSU design ties payouts strictly to relative TSR, with cap if absolute TSR is negative—this guards against paying for poor absolute returns .
- Governance trade-offs: Combined Chair/PEO structure poses independence concerns but is counterbalanced by a strong Lead Independent Director role and broadly independent committees; continued monitoring of board declassification and leadership reviews is prudent .
- Shareholder sentiment: 85.5% say-on-pay support and peer-informed pay design indicate low near-term compensation controversy risk; nevertheless, large potential CiC payouts and equity accelerations warrant attention in strategic events .
Overall, Rivers’ package is structured for pay-for-performance with clear operating and TSR levers, meaningful ownership and anti-hedging/pledging constraints, and retention economics that become material under change-in-control. Scheduled LTIP vesting is the most visible trading signal, while the single-measure MIP (Operating Net Income) provides compact performance focus. **[1810546_0001193125-25-064760_d914340ddef14a.htm:50]** **[1810546_0001193125-25-064760_d914340ddef14a.htm:52]** **[1810546_0001193125-25-064760_d914340ddef14a.htm:56]** **[1810546_0001193125-25-064760_d914340ddef14a.htm:67]** **[1810546_0001193125-25-064760_d914340ddef14a.htm:74]**