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No fee required |
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Fee paid previously with preliminary materials |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Summary Compensation Table (“SCT”) |
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Name and Principal Position |
Fiscal Year (1) |
Salary (2) |
Bonus (3) |
Non-Equity Incentive Plan Compensation (4)(5) |
Stock Awards (6) |
Change In Pension Value and Non- qualified Deferred Compensation Earnings (7) |
All Other Compensation (8) |
Total |
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| Robert F. Rivers | 2024 | $ | 995,000 | $ | — | $ | 1,124,350 | $ | 1,353,380 | $ | 640,281 | $ | 73,126 | $ | 4,186,137 | |||||||||||||||||||||
| Executive Chair and Chair of the Board of Directors | 2023 | $ | 995,000 | $ | — | $ | 2,434,326 | $ | 820,870 | $ | 617,294 | $ | 47,607 | $ | 4,915,097 | |||||||||||||||||||||
| 2022 | $ | 995,000 | $ | — | $ | 976,100 | $ | 4,503,726 | $ | 13,486 | $ | 255,368 | $ | 6,743,680 | ||||||||||||||||||||||
Denis K. Sheahan Chief Executive Officer |
2024 | $ | 338,462 | $ | — | $ | 406,800 | $ |
530,309 851,066 |
|
$ | 18,099 | $ | 15,597 | $ |
1,309,267 1,630,023 |
| |||||||||||||||||||
| Quincy L. Miller | 2024 | $ | 628,462 | $ | — | $ | 531,494 | $ | 615,241 | $ | 201,482 | $ | 57,453 | $ | 2,034,132 | |||||||||||||||||||||
| President and Chief Operating Officer | 2023 | $ | 590,000 | $ | — | $ | 866,942 | $ | 292,046 | $ | 196,629 | $ | 41,241 | $ | 1,986,858 | |||||||||||||||||||||
| 2022 | $ | 587,500 | $ | — | $ | 385,900 | $ | 3,002,449 | $ | 20,111 | $ | 114,166 | $ | 4,110,126 | ||||||||||||||||||||||
David Rosato Chief Financial Officer |
2024 | $ | 205,192 | $ | 200,000 | $ | 167,771 | $ | 783,416 | $ | — | $ | 4,120 | $ | — | $ | 1,360,499 | |||||||||||||||||||
| Kathleen C. Henry | 2024 | $ | 477,250 | $ | — | $ | 403,200 | $ | 478,846 | $ | 260,720 | $ | 51,234 | $ | 1,671,250 | |||||||||||||||||||||
| General Counsel and Corporate Secretary | 2023 | $ | 463,500 | $ | 250,000 | $ | 400,928 | $ | 152,935 | $ | 156,625 | $ | 38,861 | $ | 1,462,849 | |||||||||||||||||||||
| 2022 | $ | 461,250 | $ | — | $ | 227,300 | $ | 2,001,646 | $ | 84,812 | $ | 35,975 | $ | 2,810,983 | ||||||||||||||||||||||
| James B. Fitzgerald | 2024 | $ | 606,667 | $ | — | $ | 516,975 | $ | 761,685 | $ | 558,249 | $ | 68,440 | $ | 2,512,016 | |||||||||||||||||||||
| Former Chief Administrative Officer, Chief Financial Officer and Treasurer | 2023 | $ | 590,000 | $ | 250,000 | $ | 866,942 | $ | 292,046 | $ | 455,570 | $ | 52,575 | $ | 2,507,133 | |||||||||||||||||||||
| 2022 | $ | 587,500 | $ | — | $ | 385,900 | $ | 3,002,449 | $ | 2,406 | $ | 125,410 | $ | 4,103,665 | ||||||||||||||||||||||
| (1) | Neither Messrs. Sheahan nor Rosato were NEOs prior to 2024. Their respective compensation is therefore only disclosed for the year ended December 31, 2024, representative of their time employed during 2024. |
| (2) | Represents base salary earned in 2024, 2023 and 2022, as applicable. For Messrs. Miller and Fitzgerald and Ms. Henry, 2024 and 2022 salary changes were effective March 1st of each year. No salary changes were implemented in 2023 for our NEOs. |
| (3) | Represents a one-time cash award for Mr. Rosato as part of his new hire package to offset his forfeited annual incentive award. For Mr. Fitzgerald and Ms. Henry, represents a 2023 one-time Eastern Insurance transaction cash awards to recognize their roles in the successful sale of Eastern Insurance Group to Gallagher. |
| (4) | Represents cash awards earned under the Company’s MIP during 2024, 2023 and 2022, and amounts payable under legacy LTIP cash awards that matured on December 31, 2023. |
| • | MIP Awards: |
| • | Legacy LTIP Awards: |
| (5) | The amounts payable under the legacy LTIP awards that matured in 2023 include interest paid thereon from December 31 of the year in which they matured through the dates of payment in March 2024. For awards that matured in 2023, the interest amounts were $14,826 for Mr. Rivers, $4,942 for Messrs. Miller and Fitzgerald and $1,853 for Ms. Henry. |
| (6) | Represents the aggregate grant date fair value of RSUs and PSUs granted in 2024, 2023 and 2022, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, which for RSUs was equal to the closing price of a share of Company common stock on the date of grant of $12.81 on March 1, 2024, $15.63 on March 1, 2023 and $21.08 on March 1, 2022, multiplied by the number of RSUs in the grant; for the PSUs based on EPS as the performance measure, was equal to the closing price of a share of Company common stock on the grant date ($21.08 on March 1, 2022), multiplied by the number of PSUs at target award levels; and for the PSUs based on TSR as the performance measure: (i) PSU awards granted in March 2024 were valued based on the probable outcome of applicable performance conditions using a Monte Carlo simulation model, which priced our common stock on the grant date ($10.82 on March 1, 2024, $10.16 on March 1, 2023 and $21.15 on March 1, 2022), multiplied by the number of PSUs at target award levels, and (ii) “off-cycle” PSU awards granted in September 2024 to Messrs. Sheahan (in connection with the closing of the Cambridge merger) and Rosato (in connection with the commencement of his employment) were valued based on the initial Monte Carlo valuation of PSUs granted in March 2024, which priced our common stock on the grant date ($10.82 on September 3, 2024), multiplied by the number of PSUs at target award levels. If it is assumed that that the maximum level of performance under the PSUs was achieved, the grant date fair value of the 2024 PSU portion of the grant for PSUs issued in March 2024 and September 2024 would have been $1,343,244 for Mr. Rivers; $610,633 for Mr. Miller, $475,264 for Ms. Henry and $755,976 for Mr. Fitzgerald; and the grant date fair value of the 2024 PSU portion of the grant for PSUs issued in September 2024 would have been $971,980 for Mr. Sheahan and $494,999 for Mr. Rosato. |
| (7) | Represents the change in the value of the Pension Plan and Benefit Equalization Plan (“BEP”) for all our NEOs, for the period of January 1 to December 31 of each applicable reporting year. Mr. Rosato becomes eligible for these Plans in 2025. |
| (8) | All Other Compensation in the table above includes the amounts for 2024, 2023 and 2022, as applicable, set forth in the following table. |
Value of Initial Fixed $100 Investment Based on: |
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Year # |
SCT Total for PEO |
“Compensation Actually Paid” to PEO (1) |
Average SCT Total for Non-PEO NEOs (2) |
Average “Compensation Actually Paid” to Non-PEO NEOs (1) (2) |
Company TSR (3) |
Peer Group TSR (4) |
GAAP Net Income (thousands $) (5) |
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2024 |
$ | $ | $ |
1,777,412 |
|
$ | $ | $ | $ | |||||||||||||||||||
2023 |
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
2022 |
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
2021 |
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
2020 |
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| (1) | Compensation Actually Paid to the Principal Executive Officer (“PEO”) and Non-PEO NEOs reflects the totals from our Summary Compensation Table with the following adjustments: |
| • | For each of the Pension Plan and BEP, the change in the actuarial present value was replaced with each plan’s service cost. |
| • | For equity incentive awards, the grant date fair values computed in accordance with FASB ASC Topic 718 were replaced with year-end fair values as of December 31 as follows: |
| • | RSUs were valued based on the closing price of a share of Company common stock on December 31, 2024 ($ |
| • | PSUs based on TSR performance were valued based on the probable outcome of performance conditions using a Monte Carlo simulation model, which priced Company common stock at $ |
| • | PSUs based on TSR performance that were issued in September 2024 to each of Messrs. Sheahan and Rosato were valued based on the Company’s experience generally valuing similar equity awards but without the Company relying on a separate Monte Carlo valuation, multiplied by the number of PSUs outstanding at target award levels. |
| • | RSUs were valued based on the closing price of a share of Company common stock on December 31, 2023 ($ |
| • | PSUs based on TSR performance were valued based on the probable outcome of performance conditions using a Monte Carlo simulation model, which priced Company common stock at $ |
| • | RSUs were valued based on the closing price of a share of Company common stock on December 31, 2022 ($ |
| • | PSUs based on EPS performance were valued based on the closing price of a share of Company common stock on December 31, 2022 ($ |
| • | PSUs based on TSR performance were valued based on the probable outcome of performance conditions using a Monte Carlo simulation model, which priced Company common stock at $ |
| • | No equity awards were granted to our PEO or Non-PEO NEOs prior to 2022, and no equity awards were forfeited or both granted and vested in 2022. Thus, no adjustments were made for these items. |
| • | Reconciliation for the variance between Summary Compensation Table data for the PEO and Non-PEO NEOs is included below this section in the ‘Adjustments from Summary Compensation Table’ for both the PEO and the Non-PEO NEOs respectively. |
| (2) | Our Non-PEO NEOs included for each year are as follows: |
| • | For 2024, our “Non-PEO NEOs” include our current NEOs, Messrs. Sheahan, Q. Miller, Rosato and Fitzgerald, and Ms. Henry. |
| • | For 2023, our “Non-PEO NEOs” included NEOs, Messrs. Q. Miller, Fitzgerald, Westermann and Lodge, our former President and CEO of Eastern Insurance Group LLC, and Ms. Henry. |
| • | For 2022, our “Non-PEO NEOs” included NEOs, Messrs. Q. Miller, Fitzgerald and Westermann, and Ms. Henry. |
| • | “Non-PEO NEOs” included Messrs. Q. Miller and Fitzgerald, as well as Jan A. Miller, our former Vice Chair and Chief Commercial Banking Officer, and John F. Koegel, the former President and CEO of Eastern Insurance Group LLC. |
| • | “Non-PEO NEOs” were Messrs. Q. Miller and Fitzgerald. |
| (3) | Company TSR reflects the value of a $100 investment made on October 15, 2020, the date the Company became a publicly listed company, through and including the end of the fiscal year for which our cumulative total shareholder return is provided. |
| (4) | Peer Group TSR reflects the value of a $100 investment in the KRX beginning on October 15, 2020, through and including the end of the fiscal year for which our cumulative total shareholder return is provided. |
| (5) | Under SEC rules, companies are required to provide data with respect to a “Company Selected Measure” which represents the most important financial measure that links CAP to company performance, and which is not otherwise required to be disclosed in this table. However, we do not have another financial measure that materially links CAP to company performance and, as such, we have omitted this column. |
2024 |
2023 |
2022 |
2021 |
2020 |
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| Deduction for change in actuarial present values reported under the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” column in the Summary Compensation Table |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||
| Increase for service cost of Pension Plan and BEP | $ | $ | $ | $ | $ | |||||||||||||||
| Deduction for prior service cost of Pension Plan and BEP | $ | $ | $ | $ | $ | ( |
) | |||||||||||||
| Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | $ |
(633,879) ( |
|
$ | ( |
) | $ | ( |
$ | $ | ||||||||||
| Increase based on fair value of awards granted during year that remain unvested as of year-end, determined as of year-end |
$ | $ | $ | $ | $ | |||||||||||||||
| Deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end |
$ | $ | ( |
) | $ | $ | $ | |||||||||||||
| Deduction for change in fair value from prior year-end to vesting date of awards granted prior year to date vested during year |
$ | ( |
) | $ | ( |
) | $ | $ | $ | |||||||||||
Total Adjustments |
$ |
279,626 |
$ |
( |
$ |
( |
) |
$ |
( |
$ |
( |
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