Eastern Bankshares, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Effectiveness of Disclosure Controls and Procedures The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(c) promulgated under the Exchange Act of 1934. Based upon that evaluation, the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2022, the end of the period covered by this Annual Report on Form 10-K. Internal Controls over Financial Reporting There were no changes in the Company’s internal controls over financial reporting that occurred during the year ended December 31, 2022 that have materially affected or are reasonably likely to materially affect the Company’s internal controls over financial reporting. The Company has not experienced any material impact to the Company’s internal controls over financial reporting due to the fact that most of the Company’s employees responsible for financial reporting are working remotely and/or hybrid. The Company is continually monitoring and assessing the impact of working remotely and/or hybrid on the Company’s internal controls to minimize the impact to their design and operating effectiveness. Management's Report on Internal Control over Financial Reporting Management of Eastern Bankshares, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board of Directors, management and other personnel, 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. The 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 disposition 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. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on our assessment and those criteria, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2022. 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, 2022. The report, which expresses an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, 2022, is included below: 188 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, 2022, 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, 2022, 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 2022 consolidated financial statements of the Company and our report dated February 24, 2023 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 24, 2023 189 ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 190 PART III. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required herein is incorporated by reference from the Company’s proxy statement relating to its 2023 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, 2022 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.” ITEM 11. 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,” “Executive Compensation,” and “Compensation Committee Report.” ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 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.” The following table sets out information as of December 31, 2022, about securities authorized for issuance under the Company’s Equity Incentive Plan, which has been approved by shareholders. 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)) (a) (b) (c) Equity compensation plans approved by security holders 1,506,001 (2) — 23,978,071 (1) Equity compensation plans not approved by security holders — — — Total 1,506,001 — 23,978,071 (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. An additional 31,559 shares were issued to the Company’s non-employee directors on May 17, 2022. Forfeited shares are returned to the pool of shares available for issuance in accordance with the terms of the 2021 Equity Incentive Plan. For more information, see the “Share-Based Compensation Plan” section in Note 17, “Employee Benefits” within the Notes to the Consolidated Financial Statements included in Item 8 in this Annual Report on Form 10-K. (2) Consists of shares of common shares that have been reserved and may be issuable to Company employees upon the settlement of 972,325 restricted stock units and 533,676 performance share units at target payout levels. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required herein is incorporated by reference from the Definitive Proxy Statement under the heading “Corporate Governance – Certain Relationships and Related Party Transactions” and “Corporate Governance – Director Independence.” 191 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required herein is incorporated by reference from the Definitive Proxy Statement under the heading “Independent Registered Public Accounting Firm.” 192 PART IV. ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this Report: (1) The Consolidated Financial Statements (see Item 8 of this Annual Report on Form 10-K): Reports of Independent Registered Public Accounting Firm. Consolidated Balance Sheets as of December 31, 2022 and 2021. Consolidated statements of income for each of the years in the three-year period ended December 31, 2022. Consolidated statements of comprehensive income for each of the years in the three-year period ended December 31, 2022. Consolidated statements of changes in shareholders’ equity for each of the years in the three-year period ended December 31, 2022. Consolidated statements of cash flows for each of the years in the three-year period ended December 31, 2022. Notes to the Consolidated Financial Statements. (2) All schedules are omitted because they are not applicable or not required, or because the required information is shown either in the Consolidated Financial Statements or in the Notes thereto in this Annual Report on Form 10-K. (3) The exhibits that are filed as part of this Report are listed below in the Exhibits Index. (b) The exhibits listed in the Exhibit Index (following the signatures section of this report) are included in, or incorporated by reference into, this Annual Report on Form 10-K. (c) All schedules are omitted as the required information is not applicable or the information is presented in the Consolidated Financial Statements or related Notes thereto in this Annual Report on Form 10-K. EXHIBIT INDEX The following exhibits are included in this Annual Report on Form 10-K for the year ended December 31, 2022 (and are numbered in accordance with Item 601 of Regulation S-K): Exhibit No. Description Included with this Form 10-K Incorporated by Reference Form File No. Filing Date Exhibit No. 2.1 Plan of Conversion 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 Restated Articles of Organization of Eastern Bankshares, Inc. , effective May 16, 2022 10-Q 001-39610 08/05/2022 3.1 3.2 Bylaws of Eastern Bankshares, Inc. 10-Q 333-239251 09/24/2020 3.2 4.1 Form of Common Stock Certificate of Eastern Bankshares, Inc. S-1/A 333-239251 08/05/2020 4 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† Eastern Bank Employee Stock Ownership Plan S-1 333-239251 06/18/2020 10.1 10.2† Executive Severance Benefits Agreement with Robert F. Rivers S-1 333-239251 06/18/2020 10.2 10.3† Executive Retention and Severance Benefits Agreement with Quincy L. Miller S-1 333-239251 06/18/2020 10.3 10.4† Change in Control Agreement with Robert F. Rivers, dated June 15, 2020 S-1 333-239251 06/18/2020 10.4 10.5† Change in Control Agreement with Quincy L. Miller, dated June 15, 2020 S-1 333-239251 06/18/2020 10.5 193 Exhibit No. Description Included with this Form 10-K Incorporated by Reference Form File No. Filing Date Exhibit No. 10.6† Form of Change in Control Agreement with other executive officers S-1 333-239251 06/18/2020 10.6 10.7† Supplemental Executive Retirement Plan S-1 333-239251 06/18/2020 10.7 10.8† Amendment to Supplemental Executive Retirement Plan dated July 26, 2021 10-Q 001-39610 11/10/2021 10.1 10.9† Benefit Equalization Plan S-1 333-239251 06/18/2020 10.8 10.10† Outside Directors’ Retainer Continuance Plan, as amended 10-Q 333-239251 09/24/2020 10.9 10.11† 409A Long Term Incentive Plan, as amended S-1 333-239251 06/18/2020 10.10 10.12† 409A Deferred Compensation Plan, as amended S-1 333-239251 06/18/2020 10.11 10.13† Eastern Insurance Group LLC Supplemental Executive Retirement Plan S-1 333-239251 06/18/2020 10.12 10.14† Deferred Compensation Plan, as amended S-1 333-239251 06/18/2020 10.13 10.15† Eastern Bankshares, Inc. Management Incentive Plan for Eastern Bank Participants 10-Q 001-39610 08/13/2021 10.1 10.16† Eastern Bankshares, Inc. Management Incentive Plan for Eastern Insurance Group LLC Participants 10-Q 001-39610 08/13/2021 10.2 10.17† Eastern Bankshares, Inc. 2021 Equity Incentive Plan S-8 333-239251 11/29/2021 10.1 10.18† Form of Restricted Stock Award Agreement S-8 333-239251 11/29/2021 10.2 10.19† Form of One-Time RSU Award Agreement 8-K 001-39610 01/19/2022 10.1 10.20† Form of Annual RSU Award Agreement 8-K 001-39610 01/19/2022 10.2 10.21† Form of One-Time PSU Award Agreement 8-K 001-39610 01/19/2022 10.3 10.22† Form of Annual PSU Award Agreement 8-K 001-39610 01/19/2022 10.4 21* Subsidiaries of Eastern Bankshares, Inc. X 23.1* Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm X 31.1* Certification of Chief Executive Officer Required by Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act X 31.2* Certification of Chief Financial Officer Required by Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act X 32.1+ Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2+ Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 194 Exhibit No. 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: (i) the Consolidated Balance Sheets as of December 31, 2022 and 2021, (ii) the Consolidated Statements of Income for the years ended December 31, 2022, 2021 and 2020 (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021 and 2020, (iv) the Consolidated Statements of Changes in Equity for the years ended December 31, 2022, 2021 and 2020, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020, and (vi) the Notes to the Consolidated Financial Statements. X 104 Cover page interactive data file (formatted as inline XBRL with applicable taxonomy extension information) contained in Exhibit 101 to this report+. X † Management contract or compensatory plan, contract or arrangement * Filed herewith + Furnished herewith ITEM 16. FORM 10-K SUMMARY None. 195 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. EASTERN BANKSHARES, INC. /s/ Robert F. Rivers Robert F. Rivers Chair and Chief Executive Officer Date: February 24, 2023 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. 196 /s/ Robert F. Rivers Director, Chair and Chief Executive Officer Date: February 24, 2023 Robert F. Rivers (Principal Executive Officer) /s/ James B. Fitzgerald Chief Financial Officer and Chief Administrative Officer Date: February 24, 2023 James B. Fitzgerald (Principal Financial Officer) /s/ David A. Ahlquist Principal Accounting Officer Date: February 24, 2023 David A. Ahlquist /s/ Richard C. Bane Director Date: February 24, 2023 Richard C. Bane /s/ Luis A. Borgen Director Date: February 24, 2023 Luis A. Borgen /s/ Joseph T. Chung Director Date: February 24, 2023 Joseph T. Chung /s/ Paul M. Connolly Director Date: February 24, 2023 Paul M. Connolly /s/ Bari A. Harlam Director Date: February 24, 2023 Bari A. Harlam /s/ Diane S. Hessan Director Date: February 24, 2023 Diane S. Hessan /s/ Richard E. Holbrook Director Date: February 24, 2023 Richard E. Holbrook /s/ Deborah C. Jackson Director Date: February 24, 2023 Deborah C. Jackson /s/ Peter K. Markell Director Date: February 24, 2023 Peter K. Markell /s/ Paul D. Spiess Director Date: February 24, 2023 Paul D. Spiess 197