UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934 (Amendment No.    )

(Name of the Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

TABLE OF CONTENTS

PROXY STATEMENT

We are furnishing this proxy statement (the “Proxy Statement”) in connection with the solicitation of proxies by the Board of Directors (which we sometimes refer to as the “Board”) of Eastern Bankshares, Inc. (which we may also refer to as “we,” “us,” or the “Company” throughout this Proxy Statement)Statement; Eastern Bank is sometimes referred to herein as the “Bank,” and Eastern Bankshares, Inc. and Eastern Bank are sometimes collectively referred to herein as “Eastern”) for use at our special2022 annual meeting of shareholders (“SpecialAnnual Meeting” or the “Meeting”) to be held on Monday, November 29, 2021May 16, 2022 at 12:00 p.m. online via the Internet at https://agm.issuerdirect.com/ebc and at our corporate office located at 265 Franklin Street, Boston, MA 02110, and at any adjournment of that meeting. The mailing address of our executive office is 265 Franklin Street, Boston, MA 02110. The Notice of SpecialAnnual Meeting, this Proxy Statement and the enclosed proxy are being first furnished to our shareholders on or about October __, 2021.April 4, 2022.

INTERNET AVAILABILITY OF PROXY MATERIALS

Our proxy materials are available over the Internet. You will receive a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about Monday, October __, 2021April 4, 2022 to comply with the 40-day requirement pursuant to Rule 14a-16(a) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). The Notice contains instructions on how to access our proxy materials, including our Proxy Statement in connection with the SpecialAnnual Meeting, and submit your proxy or vote authorization form. The Notice also provides information on how to request paper copies of our proxy materials if you prefer. If you have previously requested a paper copy of the proxy materials, you will receive a paper copy of our proxy materials by mail. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials electronically unless you elect otherwise. If you receive more than one Notice, it means that your shares are registered in more than one name or are registered in different accounts. In order to vote the shares you own, you must vote pursuant to the instructions on each Notice.

VOTING PROCEDURES

Purpose of SpecialAnnual Meeting

Shareholders entitled to vote at the SpecialAnnual Meeting will consider and act upon the matters outlined in the notice of meeting accompanying this Proxy Statement, including the election of four individuals to our Board of Directors, each to be elected for a three-year term expiring in 2025 (Proposal 1); the approval of an amendment (“Charter Amendment”) to our Amended and implementationRestated Articles of Organization ("Charter”) that would declassify the Board of Directors over a five-year period, such that it would be fully declassified, with all directors standing for annual election at the Company’s 2027 Annual Meeting of Shareholders (Proposal 2); approval, by non-binding advisory vote, of the Eastern Bankshares, Inc. 2021 Equity Incentive Plan.compensation of our named executive officers (“NEOs”) (Proposal 3); and ratification of the appointment by the Audit Committee of our Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the 2022 fiscal year (Proposal 4).

Voting Securities and Record Date

Only shareholders of record at the close of business on October 1, 2021Friday, March 11, 2022 (“Record Date”), are entitled to vote at the meeting or any adjournment of the Meeting. Our outstanding capital stock entitled to vote at the meeting as of October 1, 2021,Friday, March 11, 2022, consisted of 186,758,154183,929,799 shares of our common stock, $0.01 par value per share. Each holder of record of our common stock on the Record Date is entitled to one vote per share of common stock held, except that, as provided in our Articles of OrganizationCharter and under applicable law, if anyone owns more than 10% of our common stock without prior approval of the Federal Reserve Board and the Massachusetts Commissioner of Banks, shares in excess of 10% will not be counted as shares entitled to vote.

The Bylaws have not been amended since the completion of our initial public offering (“IPO”).

Quorum    

The holders of a majority of the shares of our common stock that are issued and outstanding and entitled to vote at the Annual Meeting constitute a quorum for the transaction of business at the meeting.Annual Meeting. If a quorum is not present, the meetingAnnual Meeting will be adjourned until a quorum is obtained. For purposes of determining the presence or absence of a quorum, abstentions and broker non-votes will be counted as present. A “broker non-vote” is a proxy from a broker or other nominee indicating that such person has not received instructions from the beneficial owner on a particular matter with respect

We invite all shareholders as of the Record Date to attend the Annual Meeting, which will be held online and at our corporate headquarters located at 265 Franklin Street, Boston, Massachusetts 02110. Given the ongoing COVID-19 pandemic, and to ensure the safety of our employees, directors and shareholders, we encourage our shareholders as of the Record Date to register to attend the SpecialAnnual Meeting virtually. Please note that the process required to access the meeting virtually will vary depending on the nature of your individual ownership interest:

Manner of Voting

Each share of common stock you hold is entitled to one vote for or against a proposal. Shares entitled to be voted at the SpecialAnnual Meeting can only be voted if the shareholder of record of such shares is present at the meetingAnnual Meeting (either in-person or virtually), returns a signed proxy card, or authorizes proxies to vote his or her shares by telephone or over the Internet. Shares represented by valid proxy will be voted in accordance with your instructions. If you choose to vote your shares by telephone or over the Internet, you may do so until the dates and times set forth below, by following the instructions on the proxy card or the Notice.

You may revoke your proxy at any time before the shares are voted at the SpecialAnnual Meeting by entering new voting instructions by telephone or over the Internet before 11:59 p.m., Eastern Time on Sunday, November 28, 2021,until the close of polls at the Annual Meeting, by written notice received by our Corporate Secretary before the SpecialAnnual Meeting, by executing and returning a new proxy bearing a later date or by voting at the Meeting. Attendance at the SpecialAnnual Meeting without voting by ballot will not revoke a previously submitted proxy.

You may specify your choices by marking the appropriate box on the proxy card. If your proxy card is signed and returned without specifying choices, your shares will be voted in accordance with the recommendation of our Board of Directors and as the individuals named as proxy holders on the proxy card deem advisable on all other matters that may properly come before the Annual Meeting. The Board of Directors recommends that you vote for the listed nominees for director, for the approval and implementation of the Eastern Bankshares, Inc. 2021 Equity Incentive Plan ("2021 Equity Plan").Charter Amendment, for the approval of an advisory vote on compensation paid to our NEOs, and for ratification of the appointment by the Audit Committee of our Board of Directors of our independent registered public accounting firm for the 2022 fiscal year.

If you hold your shares in “street name” through a broker, bank or other representative,name,” generally the broker or other representative may only vote the shares that it holds for you in accordance with your instructions. However, if the broker or other representative has not timely received your instructions, it may vote on certain matters for which it has discretionary voting authority. Brokers have the discretion to vote their clients’ proxies only on routine matters.

The Company’s Board of Directors unanimously recommends that shareholders approve the Eastern Bankshares, Inc. 2021 Equity Incentive Plan (referred to in this proxy statement as the “2021 Equity Plan” or the “Plan”). Our Board of Directors unanimously approved the 2021 Equity Plan on October 1, 2021. The 2021 Equity Plan will become effective on November 29, 2021 (the “Plan Effective Date”) if shareholders approve the 2021 Equity Plan on that date. No awards have been made under the 2021 Equity Plan, however, initial awards to our non-employee directors are set forth in the Plan document and will be self-executing on the day following the approvalSection 16(a) of the Plan by shareholders.

Our Board of Directors believes that equity-based incentive awards can play a key roleis divided into three classes of directors serving staggered three-year terms, with each class being as equal in number as possible. Directors for each class are elected at the annual meeting of shareholders held in the successyear in which the term for their class expires. We have four directors who are standing for election at the Annual Meeting. If re-elected, each director nominee would hold office until our annual meeting of the Company by encouragingshareholders in 2025 and enabling employees, officers and non-employee directors of the Company and its subsidiaries, including Eastern Bank (as used in this section, the Company, Eastern Bank and theirthereafter until his or her respective subsidiaries are collectively referred to as, the “Company”), upon whose judgment, initiative and efforts the Companysuccessor has depended and continues to largely depend for the successful conduct of its business, to acquire an ownership stake in the Company, thereby stimulating their efforts on behalf of the Company and strengthening their desire to remain with the Company. The details of the key design elements of the 2021 Equity Plan are set forth in the section entitled “Plan Summary” beginning on page 10 of this proxy statement. As is further described therein, we believe our continued future success depends in large part on our ability to attract, motivate and retain the talented and highly qualified employees and non-employee directors necessary for our continued growth and success.been elected.

Historically,Based on the recommendation of our Nominating and Governance Committee of our Board of Directors, our Board of Directors has nominated Richard E. Holbrook, Deborah C. Jackson, Peter K. Markell and Greg A. Shell for election as directors for the three-year term expiring at the 2025 annual meeting of shareholders. Messrs. Holbrook, Markell and Shell and Ms. Jackson are each currently a member of our Board of Directors. If any nominee becomes unable to serve as a director, the proxy holders may vote the proxy for the election of a substitute nominee to be designated by our Board of Directors. We Have Not Been Abledo not expect that any nominee will be unable to Make Equity-Based Incentive Awardsserve. Directors serve until the expiration of their terms and until their successors have been elected and qualified or until their earlier retirement or their resignation, death or removal in accordance with our Bylaws.

As described below, each of our holistic compensation program, enhancingnominees has considerable professional and business expertise. Our Board of Directors recommends a pay-for-performance culturevote “FOR” each nominee based on its carefully considered judgment that aligns the experience, qualifications, attributes and skills of each nominee qualify him or her to serve on our Board of Directors and its belief that the election of Messrs. Holbrook, Markell and Shell and Ms. Jackson as directors is in the best interests of our leadership teams more closely to thoseCompany.

Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, family and other relationships, including those relationships described under the 2021 Equity Plan aresection of this Proxy Statement entitled “Certain Relationships and Related Party Transactions,” our Board of Directors has determined that each of the following directors qualifies as an “independent director,” as defined in the listing requirements of Nasdaq: Mses. Jackson, Harlam and Hessan and Messrs. Bane, Borgen, Chung, Connolly, Markell, Shell and Spiess. Neither Mr. Rivers nor Mr. Holbrook qualify as an “independent director” under the Nasdaq rules. Mr. Rivers is not transferable prior to death, exceptconsidered independent because he currently serves as our chief executive officer. Mr. Holbrook served as chief executive officer from January 1, 2007 through December 31, 2016. In making these determinations on the independence of our directors, our Board of Directors considered the relationships that each such non-employee director has with our Company and all other facts and circumstances our Board of Directors deemed relevant in limited circumstances with respect to stock options. Unless otherwisedetermining independence. Our Board of Directors also determined bythat each member of the Committee, stock options, including ISOs, are transferable to certain grantor trustsAudit, Compensation, and Nominating and Governance Committees satisfies the independence standards for such committees established by the participant in whichSEC and the participant is the sole beneficiary or between spouses’ incident to divorce, in the latter case, however, any ISOs so transferred will become NQSOs. In the Committee’s sole discretion, an individual may transfer non-qualified stock options to certain family members or to a trust or partnership established for the benefit of such family member or to a charitable organization, in each case, provided no consideration is paid to the participant in connection with the transfer. However, a participant may designate a beneficiary to exercise stock options or receive any rights that may exist upon the participant’s death with respect to awards granted under the 2021 Equity Plan. Any transferee is subject to the terms and conditions of the Plan and applicable award agreement.

The Company’sCompany has also adopted a Director Independence Policy that incorporates the requirements for independence set forth in the SEC and Nasdaq independence rules, as well as an Audit Committee Independence Policy that establishes separate and higher standards of independence for members of the Audit Committee, consistent the SEC and Nasdaq rules, as well as guidelines of the Federal Deposit Insurance Corporation (“FDIC”). Our Board of Directors may at any time amend or terminatehas determined that each of Mses. Jackson, Harlam and Hessan and Messrs. Bane, Borgen, Chung, Connolly, Markell, Shell and Spiess is an “independent director” under the 2021 Equity Plan,Director Independence Policy and that each of Messrs. Bane, Borgen, Connolly, Markell, Shell and Spiess meets the enhanced independence standards for Audit Committee members set forth in the Company's Audit Committee Independence Policy.

Our Board of Directors or Committee may also amendoversees and advises our chief executive officer and management team, exercising their business judgment in good faith to ensure the 2021 Equity Plan or an outstanding award agreement to conform the plan or award agreement to applicable law (including but not limited to Code Section 409A) or to avoid an accounting treatment resulting from an accounting pronouncement or interpretation issued by the SEC or Financial Accounting Standards Board after adoptionlong-term interests of the plan or the grantour shareholders are being served. As of the award, which may materially and adversely affect the financial condition or operations of the Company. Neither theMarch 29, 2022, our Board of Directors nor the Committee can reprice a stock option without prior shareholder approval, except in accordance with the adjustment provisionswas composed of the 2021 Equity Plan (as described above). Notwithstanding the foregoing any amendment that would materially (i) increase the benefits available under the Plan, (ii) increase the aggregate number of securities under the Plan, or (iii) materially modify the requirements for participation in the Plan must be approved by the Company’s shareholders.

In accordance with what we believe are governance best practices, the Board of Directors has established the position of Lead Director. As further set forth in the Corporate Governance Guidelines, the Lead Director is independent, and is recommended by our Nominating and Governance Committee and elected by the Committee, a participant may make a timely election under Section 83(b)Board of Directors. Since January 2018, Ms. Jackson has served in that role, performing many of the Code (referred to in this proxy statement as Section 83(b)) to recognize ordinary incomefunctions that an independent chair would perform for the taxable year in whichCompany. Those functions include serving as a key source of communication between the participant receivedindependent directors and the shares underlying an award in an amount equal tochief executive officer, consulting with the fair market valuechair of the shares at that time. That income will be taxable at ordinary income tax rates. If a participant makes a timely Section 83(b) election,Board of Directors in establishing the participant will not recognize income at the time the substantial risk of forfeiture lapses with respect to the shares. At the time of dispositionagenda for each meeting of the shares, a participant who has made a timely Section 83(b) election will recognize capital gain or lossBoard, presiding in an amount equal to the difference between the amount realized upon sale and the ordinary income recognized upon receiptexecutive sessions of meetings of the share (increased byBoard of Directors, and coordinating the amount paidagenda for the shares, if any). If the participant forfeits the shares after making a Section 83(b) election, the participant will not be entitled to a deduction with respect to the income recognized as a resultand leading meetings of the election but will be entitled to a capital loss limited to the actually amount paid for the shares (if any). To be timely, the Section 83(b) election must be made within 30 days after the participant receives the shares.independent directors, as needed.

The Company will generally be entitled tobelieves that having the same person serve as chief executive officer and chair focuses leadership, responsibility, and accountability in a deduction in an amount equal tosingle person and that having a Lead Director provides for effective checks and balances and the amount of ordinary income recognized by the participant at the timeability of the election.independent directors to work effectively in the board setting. The Board of Directors reviews its leadership structure periodically in light of the composition of the Board of Directors and the needs of the Company and its shareholders.

A participant generally is not taxed uponOur Board of Directors has established four standing committees: an Audit Committee, a Compensation Committee, a Nominating and Governance Committee, and a Risk Management Committee, each with the grantcomposition and responsibilities described below. Each committee operates under a charter that has been approved by our Board of an RSU. Generally, if an RSU is designed to be settled on or shortly after the RSU is no longer subject to a substantial risk of forfeiture, then at the time of settlement in stock or cash the participant will recognize ordinary income equal to the amount of cash and/or the fair market valueDirectors. Current copies of the shares received by the participant (subject to the short swing profits rule) and the Company will be entitled to an income tax deduction for the same amount, subject to the requirements of Section 162(m), as applicable. However, if an RSU is not designed to be settledcommittee charters are posted on or shortly after the RSU is no longer subject to a substantial risk of forfeiture, the RSU may be deemed a nonqualified deferred compensation plan under Section 409A. In that case, if the RSU is designed to meet the requirements of Section 409A, then at the time of settlement the participant will recognize ordinary income equal to the amount of cash and/or the fair market value of the shares received by the participant, and the Company will be entitled to an income tax deduction for the same amount. However, if the RSU is not designed to satisfy the requirements of Section 409A, the participant may be subject to income taxes and penalties under Section 409Aour website, investor.easternbank.com, in the event of a violation of Section 409A.Governance section under the caption “Governance Documents.”

A participant generally is not taxed uponIn 2021, our Board of Directors met 14 times, the grantAudit Committee met eight times, the Compensation Committee met 11 times, the Nominating and Governance Committee met four times, and the Risk Management Committee met four times. Each director attended over 75% of restricted stockall meetings of our Board of Directors and committees on which he or restricted stock units granted subjectshe served that were held during 2021. Our directors are encouraged to attend the Annual Meeting, to the satisfactionextent practicable. All 12 of performance conditions (such restricted stock or restricted stock units will be referred to herein as “performance shares” or “performance share units”). The participant will recognize taxable income atour directors attended the time2021 annual meeting of settlement of the performance share/unit in an amount equal to the amount of cash and the fair market value of the shares received upon settlement. The income recognized will be taxable at ordinary income tax rates. The Company generally will be entitled to a deduction in an amount equal to the amount of ordinary income recognized by the participant, subject to the requirements of Code Section 162(m). Any gain or loss recognized upon the disposition of the shares acquired pursuant to settlement of a performance share/unit will qualify as long-term capital gain or loss if the shares have beenshareholders held for more than one year after settlement.on May 17, 2021.

The termscurrent members of our Audit Committee are Mr. Bane (chair), and Messrs. Borgen, Connolly, Markell, Shell and Spiess and their committee report is included in this Proxy Statement under the heading “Audit Committee Report.” Each of the award agreement evidencing an awardAudit Committee members is independent under the 2021 Equity Plan may provide for accelerated vesting or accelerated payoutlisting standards of Nasdaq, including under Rule 10A-3 of the awardExchange Act, and our Audit Committee Independence Policy. Each of our independent directors Messrs. Markell and Borgen has been designated by our Board of Directors as an “audit committee financial expert” (as defined in connection with a change in ownership or controlapplicable SEC regulations). None of the Company. In such event, certain amounts with respect toAudit Committee members is an employee of ours or any of our subsidiaries, nor simultaneously serves on the award may be characterized as “parachute payments” under the golden parachute provisionsaudit committees of the Code. Under Section 280G of the Code, no federal income tax deduction is allowed to the Company for “excess parachute payments” made to “disqualified individuals,” and receipt of such payments subjects the recipient to a 20% excise tax under Section 4999 of the Code. For this purpose, “disqualified individuals” are generally officers, shareholders or highly compensated individuals performing services for the Company, and the term “excess parachute payments” includes payments in the nature of compensation which are contingent on a change in ownership or effective control of the Company, to the extent that such payments (in present value) equal or exceed three times the recipient’s average annual taxable compensation from the Company for the previous five years. Certain payments for reasonable compensation for services rendered after a change of control and payments from tax-qualified plans are generally not included in determining “excess parachute payments.” If payments or accelerations may occur with respect to awards granted under the 2021 Equity Plan, certain amounts in connection with such awards may constitute “parachute payments” and be subject to these “golden parachute” tax provisions.more than two public companies, including ours.

The Company has never had an equity planAudit Committee meets regularly with management and therefore has no equity awards outstanding. Except as disclosed aboveour independent registered public accounting firm to discuss the annual audit of our financial statements, our disclosures in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual and quarterly reports filed with respectthe SEC, the quarterly reviews of our financial statements and our quarterly and annual earnings disclosures prior to their release. The Audit Committee also reviews the self-executing grants to non-employee directors on approvalexperience and qualifications of the 2021 Equity Incentive Plan, any future awards to executive officers, non-employee directors, employeeslead partner and other senior members of Ernst & Young LLP, our independent registered public accounting firm (“Ernst & Young” or service providers to“EY”), including compliance with applicable rotation requirements, and considers whether there should be rotation of the Company under the 2021 Equity Plan are discretionary and cannot be determined at this time. As a result, the benefits and amounts that will be received or allocated under the 2021 Equity Plan are not determinable at this time, and the Company has not included a table that reflects such future awards.firm itself.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Business Overview

deposits not acquired from Century) increased $0.4 billion, $0.6 billion and $0.7 billion, respectively. As of June 30, 2021, our deposit market deposits of $429.5 million. The average cost of deposits fell from 0.29%share position was fifth in 2019 to 0.10% in 2020.the Boston Metropolitan Statistical Area.

Compensation Highlights

20202021 Executive Compensation Program Decisions

Shareholder Advisory Votes on Executive Compensation

The Company has in place the following executive compensation best practices and policies which promote sound compensation governance and are in the best interests of our shareholders:

Our executive compensation philosophy is to attract, motivate, and retain the executive talent we need to achieve the short-term and long-term goals of the Company while creating long-term shareholder value through the implementation of sound compensation principles and policies. These principles include paying for performance, ensuring equity, fairness and non-discrimination in pay and compensation risk mitigation.

With the assistance of its independentWe believe that a competitive pay package is a critical tool in our efforts to attract and retain qualified executives. The Compensation Committee’s goal is to ensure that we continue to measure our compensation consultant, the Compensation Committee utilizes a peer group of publicly traded companiespractices against organizations that compete with us for key executives, that are considered important benchmarks in our industry, and that are comparable in size and scope to benchmark executive compensation programs and practices and compare key performance metrics. our business.

For 2020,2021, our compensation peer group included the following 1619 companies, all of which arewere publicly traded commercial banks:banks at the time of their selection to our peer group:

In addition to peer group data, the Compensation Committee also considers other factors when setting NEO compensation including the skill sets of the NEOs, their individual performances, Company performance, retention risk, their tenure with the Company and succession planning.

All awards granted under the New MIP with respect to a given Plan Year shall beare paid from a funding pool. For each Plan Year, the target funding pool (“Target Funding Pool”) shall beis an amount equal to the sum of all Participants’ target awards for the year. Following completion of a Plan Year, the Compensation Committee shall determine the Company’s level ofdetermines performance against the applicable Company Performance Measures,Measure, including whether minimum performance thresholds have been met, which thresholds the committee may establish for a given Plan Year in its discretion.met. The funding pool from which awards under the New MIP (“PlanMIP Awards”) are actually paid (“Actual Funding Pool”) in a given Plan Year shall be recommended by the Compensation Committee and approved by the Board of Directors and shall beis an amount that is based on the Target Funding Pool but which will beis adjusted based on the Company’s performance against the Company Performance Measures for such year. The Compensation Committee may also adjust the level or nature of Corporate Performance Measures to accommodate non-recurring events not contemplated when such measures were originally set, such as an acquisition by the Company and shall havehas the sole discretion to adjust the Target Funding Pool and/or the Actual Funding Pool amounts upward or downward, based on market factors, corporate events, future performance outlook, or any other situation it may deem appropriate.

For 2021, the Corporate Performance Measure was net income for the fiscal year ended December 31, 2021, as may be adjusted to accommodate non-recurring events (“MIP Net Income”). The Compensation Committee chose MIP Net Income because it believes that it is a useful metric in understanding the Company’s earnings without the effects of certain events, items and transactions that management believes are unrelated to its core business and are therefore not necessarily indicative of its current performance or financial officer and president described above.position.

The Compensation Committee believesestablished a range of funding for the Actual Funding Pool based on the Company’s actual MIP Net Income results relative to a specified performance target (“MIP Net Income Target”). The range of funding for the Actual Funding Pool was scaled such that performance above the MIP Net Income Target would yield a greater payout and performance below the MIP Net Income Target would yield a lesser payout. The Compensation Committee also established a minimum performance threshold of 80% of the MIP Net Income Target to fund awards to our management committee, which includes our NEOs, and a minimum performance threshold of 50% of the MIP Net Income Target to fund awards to the rest of Participants. This scaled approach was intended to ensure that our financial results were the key element of the funding framework.

For 2021, Mr. Rivers' individual performance goals consisted of the achievement of 2021 business plan objectives, integration of Century acquisition, commercial banking, insurance business, and marketing leadership succession, further development of DE&I, innovation and analytics initiatives, and community and industry leadership. The Compensation Committee determined that Mr. Rivers had achieved each of these goals at a high level, because in 2021, the Company, under Mr. Rivers's strategic vision and leadership, executed on its adoptiongoal of pursuing opportunities to acquire banks in its existing and contiguous markets by acquiring Century; successfully integrated Century into its operations; identified and announced new leaders for its commercial banking, insurance business, and marketing groups, which delivered on succession plan objectives; launched the Company's “Road to Equity” action plan, which reflects greater intentionality in increasing DE&I across a number of areas of the Company; and advanced the Company's focus on leveraging technology to enhance customer experience and drive operating efficiencies and continued investment in fintech opportunities. The Compensation Committee also determined that Mr. Rivers, who also serves as the chair of the board of trustees of the Foundation, had met his individual performance goal with respect to community and industry leadership, after it considered that for 2021, the Foundation had made $15 million in contributions and grants, including $3.4 million in relief related to the COVID-19 pandemic.

Mr. Q. Miller's individual performance goals for 2021 were the achievement of 2021 business line objectives, integration of Century acquisition, commercial banking and marketing leadership succession, further development of DE&I initiatives and community and industry leadership. Due to Mr. Q. Miller's significant contributions to the Company's acquisition and successful integration of Century into its operations; his leadership of the consumer and business banking and wealth management lines of business, including record annual sales levels by the latter; his role in identifying and transition planning for new leaders for the commercial banking and marketing groups; his significant contributions to the launch of the Company's Road to Equity action plan; and his leadership as a founder of the New Commonwealth Racial Equity and Social Justice Fund, which provides grants and other essential support to community groups and coalitions in the Commonwealth of Massachusetts that are working to fight racism, the Compensation Committee determined that Mr. Q. Miller had achieved each of his individual performance goals at a high level.

At the beginning of 2021, the Compensation Committee also established MIP is consistent with its focus on better aligningtargets and maximums for the NEOs’ 2021 MIP awards as described below. Notwithstanding such individual targets and maximums, our NEOs would not receive a MIP award if the Company’s performance achievement of MIP Net Income had been less than 80% of the MIP Net Income Target.

Long-Term Incentive Compensation

Legacy LTIP Awards under Frozen Plan

Executive perquisites are not a core component of our executive compensation program. We do offer, however, our NEOs allowances for automobiles and parking. Prior to 2021, the Company offered a gas perquisite to NEOs, but determined to retire suchthis perquisite in 2021. Our NEOs are entitled to reimbursement for costs associated with membership in a country club, but all of our NEOs declined to accept these club fees in 2020.2021.

Compensation Practices, Policies and Guidelines

The Compensation Committee believes that it is a compensation governance best practice and a reinforcement of the Company’s compensation philosophy to have in place a Clawback Policy, which calls for the recovery of incentive-based compensation awards (whether cash or equity) to the NEOs, other executive officers and other covered employees if the relevant performance measure upon which the award is based is restated in a manner that would reduce the size of an award. The Clawback Policy empowers the Compensation Committee to recover such excess compensation received during the three completed fiscal years preceding the date on which the Board of Directors determines an accounting restatement is required to be filed with the SEC to correct a material non-compliance with any financial reporting requirements under applicable securities laws.

The Company’s Board of Directors believes that the Company’s most senior executives (including its NEOs) should hold meaningful equity ownership positions in the Company, in part to align the NEOs’ interests with those of the Company’s shareholders. Accordingly, in September 2021, the Board of Directors adopted the management stock ownership guidelines set forth below.

To attain this ownership threshold, each NEO will have the longer of five (5) years from (i) the date of implementation of the stock ownership guidelines (September 2021), or (ii) the date that a NEO becomes a member of the Company’s management committee. There shall be a one-year holding period for 50% of a NEO’s vested shares (except in order to satisfy tax withholding obligations or to satisfy payment of an option exercise price) until the NEO has met, and continues to meet, his or her applicable minimum holding requirement.

Holdings that satisfy a NEO’s stock ownership requirement include all outstanding shares held, shares held through a 401(k), savings and profit sharing plans, and to the extent the 2021 Equity Plan receives shareholder approval, all unvested time-based RSUs awarded to a NEO. Assuming shareholder approval of the 2021 Equity Plan, unvestedUnvested awards of performance stock units,PSUs, stock options, warrants or other rights not listed above exercisable for or convertible into shares of common stock willdo not count towards satisfying the ownership requirement unless and until shares under such awards are actually issued to a NEO.

The Company has an Insider Trading Policy that, among other things, prohibits all of our employees (including officers) and directors from engaging in hedging or other speculative transactions relating to shares of the Company’s stock. Prohibited transactions include short sales, derivative securities (such as put and call options, or other similar instruments) and other hedging transactions (such as equity swaps, prepaid variable forwards, or similar instruments), or any transactions that have or are designed to have the effect of hedging or offsetting any decrease in the market value of the Company’s securities. In addition, Section 16 officers and directors are generally prohibited from holding the Company’s securities in a margin account or otherwise pledging the Company’s securities as collateral for a loan.

Our Compensation Committee has determined that no tax gross-ups for purposes of excess parachute payments under Section 280G ("Section 280G") of the Internal Revenue Code of 1986, as amended ("Code"(“Section 280G”) shall be provided to our executives as part of our executive compensation program. The dollar amount of the severance payment due under our CiC Agreements (as defined and further described below) will not be reduced in order to avoid an excess parachute payment under Section 280G, except in circumstances in which the application of the excise tax under Section 4999 of the Code (“Section 4999”) on the full amount of severance and other compensation deemed to be an excess parachute payment under Section 280G would leave the executive with a lower net after-tax amount than having the severance and other compensation reduced to the extent necessary so the excise tax would not apply. In circumstances in which the amount of severance and other compensation deemed to be a parachute payment under Section 280G is not reduced, the executive would owe the excise tax under Section 4999 and would not be entitled to a gross-up or reimbursement of that excise tax payment under his or her CiC Agreement.

In connection with the IPO in 2020, the Company entered into change in control agreements (“CiC Agreements”) with the NEOs and its most senior executive officers. With certain exceptions noted below, the CiC Agreements are substantially similar to each other, and provide that if, during a potential change in control period or within 18 months after the consummation of a change in control, the executive’s employment is involuntarily terminated for reasons other than for “cause,” disability or death, or the executive voluntary resigns for “good reason,” the executive would be entitled to a lump sum severance payment equal to a multiple of (a) his or her base salary, plus (b) the greater of the executive’s annual bonus for the

The Company conducts a continuous review of compensation programs from design to actual results. This helps ensure that employees are not driven to take excessive risk that could have a significant negative impact on the Company’s annual results or future safety and soundness of the institution. The Company’s compensation philosophy is “risk-reflective,” meaning the pay structure and programs are created to appropriately reward the returns from acceptable risk-taking through optimal pay mix, performance metrics, calibration and timing. Employees eligible for incentives or commissions for new business are not permitted to make credit, investment, or consumer pricing decisions independently. The Company has no “highly-leveraged” incentive plans. Plan sponsors, who are those executives in charge of business lines in which incentive plans exist, are not eligible for awards under the plans they sponsor. All incentive and commission plans are tied to performance metrics related to revenue and/or profitability and all incentive plans have a trigger, where payments are not made if certain profitability hurdles are not met by the Company. Finally, all incentive plans undergo an annual incentive plan risk assessment lead by leaders from the Internal Audit, Enterprise Risk Management, Legal and Human Resources Departments, with the results reported to the Compensation Committee.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of our Board of Directors has reviewed and discussed the preceding Compensation Discussion and Analysis with management. Based on such review and discussions, the Compensation Committee has recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.Proxy Statement.

EXECUTIVE COMPENSATION

The table below sets forth the total compensation paid to, or earned by, our three NEOs for the years ended December 31, 2021, 2020 and 2019 in accordance with applicable SEC rules. Neither Mr. J. Miller nor Mr. Koegel were NEOs in 2020 or 2019. Their respective compensation is therefore only disclosed for the year ended December 31, 2021.