Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 27, 2024, the Board of Directors (the “Board”) of Eastern Bankshares, Inc. (the “Company”) appointed each of Leon A. Palandjian, Cathleen A. Schmidt, Denis K. Sheahan, and Andargachew S. Zelleke as directors of the Company effective upon and subject to the closing of the previously announced prospective merger (the “Merger”) of the Company and Cambridge Bancorp (“Cambridge”) pursuant to an Agreement and Plan of Merger (“Merger Agreement”), dated September 19, 2023, by and between the Company, Cambridge, Eastern Bank, Citadel MS 2023, and Cambridge Trust Company.
The director candidates each currently serve on the Boards of Directors of Cambridge and Cambridge Trust Company. As previously announced, Mr. Sheahan, the current Chairman, President, and Chief Executive Officer of Cambridge, additionally will serve as Chief Executive Officer of the Company effective upon and subject to the closing of the Merger.
In connection with their appointments to Board, Ms. Schmidt was appointed to the Board’s Compensation and Human Capital Management Committee, Dr. Palandjian and Mr. Sheahan were each appointed to the Risk Management Committee, and Dr. Zelleke was appointed to the Nominating and Governance Committee. Each will also serve on the board of directors and various committees of the Company’s banking subsidiary, Eastern Bank.
Director Qualifications and Experience
Dr. Palandjian brings to the Board extensive real estate, investment, and risk management experience. He serves as the Chief Risk Officer of Intercontinental Real Estate Corporation, a national real estate investment, development, and management firm headquartered in Boston, Massachusetts, with responsibility for enterprise risk management and real estate capital market oversight. He has held his current role since 2017 after managing Intercontinental Capital Management LLC’s fund-of-funds portfolio starting in 2007. Previously, he served as a Principal at Flagship Ventures, a life sciences venture capital company, from 2000 to 2003 and as a Portfolio Manager at Andesite LLC, a hedge fund focused on the life sciences sector, from 2003 to 2006. Dr. Palandjian has served as a director of Cambridge and Cambridge Trust Company since 2006, was Lead Director of Cambridge’s Board from 2014 until January 2017, and is currently chair of Cambridge’s Trust Committee. He serves on the Advisory Board of the McCance Center for Brain Health, a platform for education on emerging health sciences research. Dr. Palandjian holds an M.D. from Harvard Medical School and a B.A. in Economics from Harvard College and is a CFA charterholder.
Ms. Schmidt offers extensive banking and professional services leadership experience, having most recently served as Executive Director and Chief Executive Officer at McLane Middleton, Professional Association, a large full-service law firm, from 2013 until her retirement in September 2021. Prior to that, she served in banking leadership roles for three decades, including most recently as President and Chief Executive Officer of Citizen’s Bank New Hampshire/Vermont, after previously serving in executive leadership roles with M&T Bank and Old Stone Bank. She has served as a director of Cambridge and Cambridge Trust Company since 2016. She holds a bachelor’s degree from Boston College.
Mr. Sheahan also offers extensive banking and executive leadership experience. He has served as Chairman, President, and Chief Executive Officer of Cambridge and Cambridge Trust Company since April 2015. Prior to joining Cambridge, he served as Chief Operating Officer and Chief Financial Officer at Independent Bank Corp. and Rockland Trust Company, where he worked from 1996 to 2015. Before joining Independent Bank Corp., Mr. Sheahan served as Vice President of Finance at BayBanks, Inc., where he worked for 10 years. Mr. Sheahan currently serves as a trustee of the Cambridge Community Foundation; as an advisory board member of the Rian Immigrant Center; and as a board member and Treasurer for the Cambridge YMCA. He also serves as a board member of the Massachusetts Bankers Association and is a trustee of the Massachusetts Bankers Association Charitable Foundation, Inc. Mr. Sheahan holds an MBA from Boston University and is an accounting graduate of Cork Institute of Technology, Cork, Ireland.
Dr. Zelleke brings to the Board three decades of experience with corporate governance, leadership and management, negotiation, and law. He currently serves as the MBA Class of 1962 Senior Lecturer of Business Administration at Harvard Business School, a role he has held since 2011, after previously serving on the faculty at the Harvard Kennedy School from 2007 to 2011and the Wharton School of the University of Pennsylvania from 2003 to 2007. Early in his career, he practiced corporate law at two multinational law firms, Cleary Gottlieb Steen & Hamilton LLP and White & Case LLP, and he also taught at the University of California Los Angeles School of Law. He has served on the boards of Cambridge and Cambridge Trust Company since October 2022, and he previously served as a director of Innodata Inc., a global data engineering company, from 2012 through 2018. Dr. Zelleke received an A.B. in Government, A.M. in Sociology, J.D., and Ph.D. in Organizational Behavior from Harvard University.
