Steven L. Antonakes
About Steven L. Antonakes
Executive Vice President and Chief Risk Officer at Eastern Bank, overseeing independent risk management, including BSA/AML, Compliance, Credit Risk Review, Information Security, Financial and Model Risk, and Operational Risk. Joined Eastern in 2015 as SVP, Chief Compliance Officer; age 56 as of the proxy filing; education includes B.A. (Penn State), MBA (Salem State), and Ph.D. in Law & Public Policy (Northeastern) . Company performance context in 2024: Operating Net Income of $192.6M vs $180.5M target (18% YoY increase vs $163.2M in 2023), driving MIP funding to 113% of target; 2022–2024 PSUs earned at 75% of target (0% on relative TSR; 150% on relative EPS growth at the 76th percentile) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eastern Bank | EVP & Chief Risk Officer | Not disclosed | Leads independent risk management across compliance, BSA/AML, credit risk review, information security, financial and model risk, and operational risk . |
| Eastern Bank | SVP, Chief Compliance Officer | 2015–(promoted later) | Established and led bank-wide compliance framework post-joining Eastern . |
| Consumer Financial Protection Bureau | Deputy Director; Associate Director for Supervision, Enforcement & Fair Lending | Not disclosed | Senior leadership of federal consumer finance supervision and enforcement . |
| Massachusetts Division of Banks | Commissioner of Banks | 2003–2010 | Led state banking supervision; first state voting member of FFIEC; FSOC staff . |
| Massachusetts Division of Banks | Various managerial roles; entry as bank examiner | From 1990 | Progressively increased supervisory responsibilities over 25-year regulatory career . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Mass General Brigham Salem Hospital | Board of Trustees | Not disclosed | Trustee role at major regional hospital system affiliate . |
| Camp Fire North Shore | Board Emeritus | Not disclosed | Community service leadership . |
| FDIC | Advisory Committee for Economic Inclusion | Not disclosed | Federal advisory role on financial inclusion . |
Fixed Compensation
- Not disclosed for Mr. Antonakes in the proxy; detailed salary/bonus tables are provided only for Named Executive Officers (NEOs) .
- Company program elements for executives include base salary, annual cash incentives (MIP), and long-term equity (LTIP) .
Performance Compensation
Program design applicable to executive officers (metrics, vesting, and governance). Individual target opportunities for Mr. Antonakes are not disclosed.
- Short-term incentives (MIP): For 2024, the sole company performance measure was Operating Net Income; awards could range 0–150% of target; pool funded at 113% based on actual results .
- Long-term incentives (Equity LTIP): Mix increased to 60% PSUs (relative TSR vs KRX Banks) and 40% RSUs; PSUs vest after a 3-year performance period with 25–150% payout; RSUs vest in three equal annual installments; earned PSUs capped at target if absolute TSR is negative .
2024 MIP – Company-Level Funding
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout/Funding |
|---|---|---|---|---|---|---|
| Operating Net Income ($M) | 100% | 144.4 | 180.5 | 225.6 | 192.6 | 113% of target pool |
Equity LTIP – Design and Vesting
| Vehicle | Weight at Target | Performance Metric / Hurdles | Vesting | Payout Curve |
|---|---|---|---|---|
| PSUs | 60% | Relative TSR vs KRX Banks; below 25th percentile = 0% | Cliff vest after 3-year period | 25% (25th pct), 100% (50th), 150% (75th+); capped at target if absolute TSR negative |
| RSUs | 40% | Time-based | 1/3 per year over 3 years | N/A (time-based) |
Recently Earned PSUs (Performance Period 2022–2024) – Program Outcome
| Sub-metric | Weight | Result | Earned % of Target |
|---|---|---|---|
| Relative TSR | 50% | Below 25th percentile | 0% |
| Relative EPS Growth | 50% | 76th percentile | 150% |
| Total | 100% | Composite | 75% of target |
Equity Ownership & Alignment
- Stock ownership guidelines: All other executive officers (role applicable to non-CEO/President/CFO executives) must hold shares equal to 2× base salary; compliance assessed annually. 50% of vested shares must be held until meeting the guideline (exceptions for tax withholding) .
- Anti-hedging and anti-pledging: Hedging is prohibited for all employees and directors; Section 16 officers and directors are generally prohibited from pledging or holding Company securities in margin accounts .
- Individual beneficial ownership for Mr. Antonakes is not separately disclosed; security ownership is presented for NEOs/directors and for all directors and executive officers as a group .
Employment Terms
- Start date at Eastern: 2015 (joined as SVP, Chief Compliance Officer) .
- Current role: EVP & Chief Risk Officer (manages enterprise risk functions) .
- Clawback: Formal policy aligned with SEC/Nasdaq to recoup incentive-based compensation following a restatement; applies to executive officers .
- Change-in-control (CIC): Company states it has double-trigger CIC agreements with NEOs and most senior executive officers (lump-sum multiple of base salary plus bonus; 3× for Rivers/Sheahan/Miller; 2× for Rosato/Henry), with COBRA-related cash payments and no tax gross-ups; the proxy does not specify Mr. Antonakes’ agreement or multiplier .
- Non-CIC severance: Separate executive severance agreements are described for certain NEOs (Rivers, Sheahan, Miller), but no specific non-CIC severance terms are disclosed for Mr. Antonakes .
Performance & Track Record
- 2024 Operating Net Income delivered $192.6M (vs $163.2M in 2023; +18% YoY), supporting risk-adjusted performance alignment and MIP funding at 113% .
- 2022–2024 LTIP performance delivered 75% of target PSUs (0% on relative TSR; 150% on relative EPS growth), highlighting EPS outperformance against peers despite TSR underperformance over the period .
Compensation Committee Analysis (Program-Level Signals)
- Pay mix emphasizes at-risk pay: Base salary, MIP, and LTIP; variable pay portion increased in 2024 across executives .
- Strong governance posture: No tax gross-ups; anti-hedging/pledging; clawback policy; no severance benefits exceeding 3× base salary plus bonus; independent compensation consultant (Pearl Meyer) advises committee .
- Peer benchmarking: 21-bank peer group (0.5×–2.0× size, similar mix and market caps) used for 2024 compensation decisions .
- Shareholder support: Say‑on‑pay received 85.5% approval at the 2024 annual meeting .
Investment Implications
- Alignment: 2024 incentives tightly linked to Operating Net Income and relative TSR with multi-year vesting; ownership guidelines and mandated post‑vest holding increase alignment and reduce immediate selling pressure .
- Retention risk: Company maintains double‑trigger CIC protections for NEOs and most senior executives (no gross‑ups), plus clawback policy; while specific terms for Mr. Antonakes are not disclosed, the program framework is supportive of retention without excessive shareholder cost .
- Execution risk: TSR underperformance within 2022–2024 PSU cycle (0% TSR component) balanced by strong relative EPS growth (150% payout), indicating sensitivity of realized equity to peer-relative outcomes; 2024 Operating Net Income outperformance suggests near-term incentive funding tied to core earnings execution .
- Governance quality: Independent CHCM committee, external advisor, anti-hedging/pledging, and clawback reduce pay-for-performance and balance sheet risk, constructive for long-term investors .