What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-25 compared with 2021-03-29 · 96 added, 28 removed, 123 unchanged (50% of the section changed)

19 unchanged sentences

Based on our assessment and those criteria, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2021.

Due to the Company's status as an emerging growth company, the Company is not subject to the requirement that the Company's independent registered public account firm attest to the effectiveness of our internal control over financial reporting.

As such, the Company's independent registered public accounting firm has not audited or issued an opinion on the effectiveness of the Company's internal control over financial reporting.

Ernst & Young LLP , Boston, Massachusetts , (U.S.

PCAOB Auditor Firm I.D.:

42 ), the independent registered public accounting firm that audited our consolidated financial statements included in this Annual Report on Form 10-K, has issued a report on the effectiveness of our internal control over financial reporting as of December 31, 2021.

The report, which expresses an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, 2021, is included below:

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Eastern Bankshares, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Eastern Bankshares, Inc.’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Eastern Bankshares, Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2021 consolidated financial statements of the Company and our report dated February 25, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Boston, Massachusetts

February 25, 2022

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required herein is incorporated by reference from the Company’s proxy statement relating to its May 17, 2021 Annual Meeting of Stockholders (the “Definitive Proxy Statement”) that will be filed with the SEC within 120 days following the fiscal year end December 31, 2020 under the headings of “Proposal 1 – Election of Directors,” “Corporate Governance – Code of Business Conduct and Ethics,” “Shareholders Proposals,” “Audit Committee Report,” “Information about our Executive Officers,” “Security Ownership of Certain Beneficial Owners and Management – Delinquent Section 16(a) Reports,” and “Corporate Governance – Audit Committee."

The information required herein is incorporated by reference from the Company’s proxy statement relating to its 2022 Annual Meeting of Stockholders (the “Definitive Proxy Statement”) that will be filed with the SEC within 120 days following the fiscal year end December 31, 2021 under the headings of “Proposal 1 – Election of Directors,” “Corporate Governance – Code of Business Conduct and Ethics,” “Shareholders Proposals,” “Audit Committee Report,” “Information about our Executive Officers,” “Security Ownership of Certain Beneficial Owners and Management – Delinquent Section 16(a) Reports,” and “Corporate Governance – Audit Committee.”

EXECUTIVE COMPENSATION

The information required herein is incorporated by reference from the Definitive Proxy Statement under the headings of “Corporate Governance – Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “2020 Summary Compensation Table,” “Director Compensation,” and “Compensation Committee Report.”

The information required herein is incorporated by reference from the Definitive Proxy Statement under the headings of “Corporate Governance – Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Executive Compensation,” and “Compensation Committee Report.”

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required herein is incorporated by reference from the Definitive Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.”

Except for the information concerning equity compensation plans, the information required herein is incorporated by reference from the Definitive Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.”

Equity Compensation Plan Information

Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders — — 25,463,085 (1)

Equity compensation plans not approved by security holders — — —

Total — — 25,463,085 (1)

(1) 26,146,141 shares were reserved for issuance under the Eastern Bankshares, Inc.

2021 Equity Incentive Plan.

Pursuant to the terms of such plan, 683,056 shares of restricted stock were granted and issued to the Company’s non-employee directors on November 30, 2021.

For more information, see “Share-Based Compensation Plan” section in Note 16, “Employee Benefits” within these Consolidated Financial Statements.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

23 unchanged sentences

S-1 333-239251 06/18/2020 2

2.2 Agreement and Plan of Merger by and among Eastern Bankshares, Inc., Clarion Acquisition Corp., Century Bancorp, Inc.

and Century Bank and Trust Company, dated as of April 7, 2021

8-K 001-39610

04/08/2021 2.1

3.1 Amended and Restated Articles of Organization of Eastern Bankshares, Inc.

5 unchanged sentences

4.2 Description of Equity Securities Registered under Section 12 of the Exchange Act

10-K 001-39610 03/29/2021 4.2

10.1 Purchase and Sale Agreement by and among Eastern Bank and Herb Chambers 273 Turnpike Road, LLC (1)

10-Q 001-39610 11/10/2021 10.2

10.2† Eastern Bank Employee Stock Ownership Plan

7 unchanged sentences

S-1 333-239251 06/18/2020 10.4

Description Included with this Form 10-K Incorporated by Reference

Form File No.

Filing Date Exhibit No.

10.6† Change in Control Agreement with Quincy L.

3 unchanged sentences

S-1 333-239251 06/18/2020 10.6

10.7† S upplemental Executive Retirement Plan

10.8† Supplemental Executive Retirement Plan

S-1 333-239251 06/18/2020 10.7

Description Included with this Form 10-K Incorporated by Reference

Form File No.

Filing Date Exhibit No.

10.9† Amendment to Supplemental Executive Retirement Plan dated July 26, 2021

10-Q 001-39610 11/10/2021 10.1

10.10† Benefit Equalization Plan

10 unchanged sentences

S-1 333-239251 06/18/2020 10.13

10.14† Management Incentive Plan

10.16† Eastern Bankshares, Inc.

Management Incentive Plan for Eastern Bank Participants

10-Q 001-39610 08/13/2021 10.1

10.17† Eastern Bankshares, Inc.

Management Incentive Plan for Eastern Insurance Group LLC Participants

10-Q 001-39610 08/13/2021 10.2

10.18† Eastern Bankshares, Inc.

2021 Equity Incentive Plan

S-8 333-239251 11/29/2021 10.1

10.15† Eastern Insurance Group LLC Management Incentive Plan

10.19† Form of Restricted Stock Award Agreement

S-8 333-239251 11/29/2021 10.2

10.20† Form of One-Time RSU Award Agreement

8-K 001-39610 01/19/2022 10.1

10.21† Form of Annual RSU Award Agreement

8-K 001-39610 01/19/2022 10.2

10.22† Form of One-Time PSU Award Agreement

8-K 001-39610 01/19/2022 10.3

10.23† Form of Annual PSU Award Agreement

8-K 001-39610 01/19/2022 10.4

21* Subsidiaries of Eastern Bankshares, Inc.

6 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Description Included with this Form 10-K Incorporated by Reference

Form File No.

Filing Date Exhibit No.

101 Interactive data files pursuant to Rule 405 of Regulation S-T:

2 unchanged sentences

† Management contract or compensatory plan, contract or arrangement

* Filed herewith

+ Furnished herewith

(1) Schedules to the Purchase & Sale Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

The registrant will furnish copies of any such schedules to the U.S.

Securities and Exchange Commission upon request.

FORM 10-K SUMMARY

3 unchanged sentences

Chair and Chief Executive Officer

March 29, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

February 25, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Robert F.

Rivers Director, Chair and Chief Executive Officer Date:

March 29, 2021

February 25, 2022

Rivers (Principal Executive Officer)

Fitzgerald Chief Financial Officer Date:

March 29, 2021

Fitzgerald Chief Financial Officer and Chief Administrative Officer Date:

February 25, 2022

Fitzgerald (Principal Financial Officer)

Ahlquist Principal Accounting Officer Date:

March 29, 2021

February 25, 2022

/s/ Richard C.

Bane Director Date:

March 29, 2021

February 25, 2022

Borgen Director Date:

March 29, 2021

February 25, 2022

/s/ Joseph T.

Chung Director Date:

March 29, 2021

February 25, 2022

Connolly Director Date:

March 29, 2021

February 25, 2022

Harlam Director Date:

March 29, 2021

February 25, 2022

Hessan Director Date:

March 29, 2021

February 25, 2022

/s/ Richard E.

Holbrook Director Date:

March 29, 2021

February 25, 2022

/s/ Deborah C.

Jackson Director Date:

March 29, 2021

February 25, 2022

Markell Director Date:

March 29, 2021

February 25, 2022

Shell Director Date:

March 29, 2021

February 25, 2022

Spiess Director Date:

March 29, 2021

February 25, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures