UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Soliciting Material Pursuant to §240.14a-12
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INDEPENDENT BANK CORP.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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April 3, 2020
Dear Fellow Shareholder:
I am pleased to invite you to our 2020 Annual Shareholder Meeting, which will be held at 12:00 p.m. on Thursday, May 21, 2020 at the DoubleTree by Hilton Boston, 929 Hingham Street, Rockland, Massachusetts. The following pages contain information about the meeting. We are once again pleased to reduce the environmental impact of our proxy materials and lower delivery costs by furnishing you with instructions on how to access proxy materials over the internet and vote online. We will provide access to our proxy materials over the internet beginning on or about April 9, 2020 for those who own our common stock as of the close of business on March 27, 2020, the record date for our annual meeting. If you would like to receive a printed copy of our proxy materials follow the instructions provided to request them.
Every shareholder vote is important. You can ensure that your shares are represented at the annual meeting by voting and submitting your proxy in advance of the meeting. Voting procedures are described in the proxy statement.
Please be advised that due to the coronavirus (COVID-19) pandemic, in the interest of the health and safety of our shareholders, we are considering conducting the 2020 Annual Shareholder Meeting by means of remote communication only (a “virtual only” meeting). Please see the Notice of Annual Shareholder Meeting and Proxy Statement for additional details. We understand this is a difficult time for everyone, presenting both unique and shared challenges for individuals and families across the globe. We hope you and your families are weathering these challenges as well as possible.
Thank you for your support. Stay safe.
Cordially,
Christopher Oddleifson
President and Chief Executive Officer
Independent Bank Corp.
Chief Executive Officer
Rockland Trust Company
DIRECTIONS TO ANNUAL MEETING
DRIVING DIRECTIONS
From Boston and Points North:
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Take Route 93 South to Route 3 South
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Take Exit 14 (Rockland, Nantasket) off Route 3
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At the end of the exit ramp bear right onto Hingham Street (Route 228)
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The DoubleTree by Hilton Boston is located approximately 0.4 miles on the left behind Lucca Restaurant.
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Take Route 3 North to Exit 14 (Rockland, Nantasket)
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At the end of the exit ramp turn left onto Hingham Street (Route 228)
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The DoubleTree by Hilton Boston is located approximately 0.7 miles on the left behind Lucca Restaurant.
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NOTICE OF ANNUAL SHAREHOLDER MEETING
The Annual Shareholder Meeting of Independent Bank Corp. will be held at the
DOUBLETREE BY HILTON BOSTON
929 Hingham Street
Rockland, Massachusetts 02370
on May 21, 2020 at 12:00 p.m.
At the annual meeting we will ask you to:
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(1)
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Reelect Daniel F. O'Brien, Christopher Oddleifson, David A. Powers and Scott K. Smith as Class III Directors;
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Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2020;
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Approve, on an advisory basis, the compensation of our named executive officers; and
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Transact any other business that may properly come before the annual meeting.
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You may vote at the annual meeting if you were a shareholder of record at the close of business on March 27, 2020.
Important Notice Regarding Internet Availability of Proxy Materials: The Proxy Statement and our Annual Report to Shareholders for the year ended December 31, 2019 are available at www.envisionreports.com/INDB.
By Order of the Independent Bank Corp. Board of Directors
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Rockland, Massachusetts
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Patricia M. Natale
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April 3, 2020
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Deputy General Counsel and Corporate Secretary
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YOUR VOTE IS IMPORTANT REGARDLESS OF HOW MANY SHARES YOU OWN. Please promptly vote your shares. Voting procedures are described in the proxy statement.
SPECIAL NOTICE REGARDING CORONAVIRUS (COVID-19): We are sensitive to the health and safety of our shareholders and the travel, social distancing, and other logistical issues raised by the evolving COVID-19 pandemic. We are monitoring the situation closely and we may elect to switch our meeting to a virtual only meeting conducted solely by means of remote communication. If we elect to do so, we will provide shareholders with notice and detailed instructions by issuing a press release. We will post any such press release on our website and will file it with the SEC as definitive additional soliciting material, which will be available on the SEC's EDGAR system. Any press release may be viewed by accessing Press Releases under the Investor Relations link under the About Us category on the Rockland Trust website (http://www.rocklandtrust.com). Please monitor our website for updated information.
INDEPENDENT BANK CORP. PROXY STATEMENT
TABLE OF CONTENTS
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THE ANNUAL MEETING AND VOTING PROCEDURES
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PROPOSALS TO BE VOTED UPON AT ANNUAL MEETING
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BOARD OF DIRECTOR INFORMATION
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EXECUTIVE OFFICER INFORMATION
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STOCK OWNERSHIP AND OTHER MATTERS
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Independent Bank Corp. 2020 Proxy Statement - 1
2020 PROXY STATEMENT
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THE ANNUAL MEETING AND VOTING PROCEDURES
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This proxy statement contains information about the 2020 Annual Shareholder Meeting of Independent Bank Corp. The meeting will be held on Thursday, May 21, 2020, beginning at 12:00 p.m. Eastern Time at the DoubleTree by Hilton Boston, 929 Hingham Street, Rockland, Massachusetts. Independent Bank Corp. is, for ease of reference, referred to in this proxy statement as the "Company." Rockland Trust Company, our wholly-owned bank subsidiary, is, for ease of reference, referred to in this proxy statement as "Rockland Trust."
What is the purpose of the annual meeting?
At the annual meeting, shareholders will vote upon the matters summarized in the formal meeting notice. This proxy statement contains important information for you to consider when deciding how to vote. Please read it carefully.
Who can vote?
Shareholders of record at the close of business on March 27, 2020 are entitled to vote. Each share of common stock is entitled to one vote at the annual meeting. On March 27, 2020, there were 33,548,666 shares of our common stock outstanding and eligible to vote.
How do I vote?
If you are a registered shareholder (that is, if you hold shares directly registered in your own name) you have four voting options:
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Over the internet at the internet address shown on your Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”);
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By telephone, by calling the telephone number on your proxy form;
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By mail, by completing, signing, dating, and returning your proxy form; or
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By attending the annual meeting and voting your shares.
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Given the COVID-19 pandemic, we strongly encourage you to vote your shares in advance of the meeting date by internet, telephone or by mail.
If your shares are held in the name of a bank, broker, or other nominee, which is known as being held in “street name,” you will receive separate voting instructions from that bank, broker or other nominee. If you hold your shares in street name, your ability to vote by internet or by telephone depends on the voting process of the entity that holds your shares. Although most banks, brokers, and nominees also offer internet and telephone voting, availability and specific procedures will depend on their voting arrangements. Please follow their directions carefully. If you want to vote shares that you hold in street name at the meeting, you must request a legal proxy from the entity that holds your shares and present that proxy, along with proof of your identity, at the meeting.
Independent Bank Corp. 2020 Proxy Statement - 2
If you are a registered holder or hold your shares in street name, votes submitted by internet or telephone must be received by 11:59 p.m., Eastern Time, on May 20, 2020. For Company stock you own in the Rockland Trust Company Employee Savings, Profit Sharing and Stock Ownership Plan or the Blue Hills Bank 401(k) Retirement Plan, your proxy card or voting instructions must be received by 11:59 p.m., Eastern Time, on May 19, 2020. All outstanding shares of common stock for which you have provided instructions that are received by the applicable deadline will be voted.
Even if you plan to attend the meeting, including attendance by remote communication if we switch to a virtual only meeting, you are strongly encouraged to vote by proxy prior to the meeting.
Can I revoke or change my vote?
You may revoke your proxy and change your vote at any time before voting begins at the annual meeting.
Any shareholder giving a proxy has the power to revoke it at any time before it is exercised by (i) filing a written notice of revocation with our Secretary at least one business day prior to the meeting, (ii) submitting a duly executed proxy bearing a later date which is received by our Secretary prior to the deadlines noted above, or (iii) appearing at the meeting in person and giving our Secretary proper written notice of his or her intention to vote in person.
If your shares are held in street name, you should contact your bank, broker, or other nominee to revoke your proxy or, if you have obtained a legal proxy from the entity which holds your shares giving you the right to vote your shares at the meeting, you may change your vote by attending the meeting and voting in person.
Who is asking for my vote?
The Independent Bank Corp. Board of Directors (the “Board”) is requesting your vote. We filed a definitive proxy statement with the United States Securities and Exchange Commission ("SEC") on April 3, 2020, a copy of which will be made available via the internet on April 9, 2020.
What are the Board's voting recommendations?
The Board recommends that you vote as follows:
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“FOR” the reelection of each of Daniel F. O'Brien, Christopher Oddleifson, David A. Powers, and Scott K. Smith to serve as Class III Directors.
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“FOR” the proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2020.
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“FOR” approval of the advisory vote on the compensation of our named executive officers.
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Each proxy that the Board receives that is not timely revoked, in writing, will be voted in accordance with the instructions it contains. If you submit your proxy but do not specify how you want your shares to be voted, they will be voted in accordance with the Board’s recommendations. The Board will only use proxies received prior to or at the annual meeting and any adjournments or postponements of the meeting for which no new record date is set. If any other matters properly come before the meeting, the persons appointed as proxies will vote in accordance with their best judgment.
How many shareholders need to attend the meeting?
In order to conduct the meeting, a majority of shares entitled to vote as of the record date, or at least 16,774,334 shares, must be present in person or by proxy. This is called a quorum. If you return valid proxy instructions or vote in person at the meeting, you will be considered part of the quorum. Abstentions and broker non-votes are counted as being present for purposes of determining the presence of a quorum.
Independent Bank Corp. 2020 Proxy Statement - 3
How many votes are needed?
Assuming a quorum is present, the vote required for approval of the matters to be considered is as follows:
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Proposal 1:
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A majority of votes cast by shareholders present, in person or by proxy, at the annual meeting is required for the election of directors in uncontested elections.
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Proposal 2:
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A majority of votes cast by shareholders present, in person or by proxy, is required to ratify the appointment of our independent registered accounting firm.
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Proposal 3:
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A majority of votes cast by shareholders present, in person or by proxy, is required to approve the advisory proposal on the compensation of our named executive officers.
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Abstentions and broker non-votes are not considered votes cast and accordingly are disregarded for purposes of determining whether a proposal has been approved. Approval by a “majority of votes cast” means that the number of votes cast “FOR” must exceed the number of votes cast “AGAINST”.
Banks, brokers, or other nominees may vote shares held for a customer in street name on matters that are considered to be “routine” even if they have not received instructions from their customer. If a matter is not considered “routine,” then the bank, broker, or other nominee may not vote shares with respect to that non-routine matter if they have not received instructions from their customer. A broker “non-vote” occurs when a bank, broker, or other nominee has not received voting instructions from a customer and cannot vote the customer's shares because the matter is not considered routine.
The only proposal before the meeting this year deemed a “routine” matter is ratifying the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm. This means that if your shares are held in street name, your bank, broker, or other nominee can vote your shares on that proposal even if you do not provide timely voting instructions. All other proposals are not considered “routine” matters. As a result, if you do not instruct your bank, broker, or nominee how to vote on the other proposals, no vote will be cast and a broker “non-vote” will occur.
Who can attend the meeting?
Shareholders of record and beneficial owners as of March 27, 2020 may attend the meeting, accompanied by one guest. Even if you plan to attend the annual meeting we encourage you to vote your shares in advance by proxy. If you choose to attend, please bring proof of stock ownership and a valid form of identification, such as a driver’s license or passport, with you.
Where can I find the voting results from the meeting?
The voting results will be reported in a Form 8-K, which will be filed with the SEC within four business days of the meeting.
Householding of annual meeting materials
Some banks, brokers, and other nominee record holders participate in the practice of “householding” proxy statements and annual reports. If a household participates in the householding program, it will receive one envelope containing the Notices of Internet Availability for all shareholders in the household (or, as the case may be, one set of proxy statement materials and a separate proxy card for each shareholder account in the household). If applicable, please vote all proxy cards enclosed in such a package. We will promptly deliver the Notice of Internet Availability separately, or deliver multiple copies of the proxy statement materials, to you if you contact us at the following address or telephone number: Patricia M. Natale, Deputy General Counsel and Corporate Secretary, Independent Bank Corp., 288 Union Street, Rockland, Massachusetts 02370; telephone: (781) 982-6549. If you hold your shares in street name and want to receive the Notice of Internet Availability separately or receive separate copies of the proxy statement materials in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker, or other nominee record holder.
Independent Bank Corp. 2020 Proxy Statement - 4
Participation in householding will not affect or apply to any of your other shareholder mailings. Householding saves us money by reducing printing and postage costs and is environmentally friendly. It also creates less paper for shareholders to manage. If you are a beneficial holder, you can request information about householding from your broker, bank or other nominee.
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PROPOSALS TO BE VOTED UPON AT ANNUAL MEETING
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Election of Directors (Proposal 1):
Our Board of Directors currently has 13 members. The Company's articles of organization provide that the Board shall be divided into three classes as nearly equal in number as possible, and that the members of each class are to be elected for a term of three years.
Directors continue to serve until their three-year term expires and until their successors are elected and qualified, unless they earlier reach the mandatory retirement age of 72, die, resign, or are removed from office. One class of directors is elected annually.
The Board or the Nominating and Corporate Governance Committee of the Board, which we sometimes refer to in this proxy statement as the "nominating committee", selects director nominees to be presented for shareholder approval at the annual meeting, including the nomination of incumbent directors for reelection and the consideration of any director nominations submitted by shareholders. For information relating to the nomination, or recommendation for nomination, of directors by our shareholders, see “Board of Directors Information - Shareholder Director Nominations and Recommendations” below.
All director candidates are evaluated in accordance with the criteria set forth in the Company's Governance Principles, which may be viewed by accessing the Investor Relations link under the About Us category on the Rockland Trust website: http://www.rocklandtrust.com, with respect to director qualifications. (We have included references to the Rockland Trust website address at different points in this proxy statement as an inactive textual reference and do not intend it to be an active link to our website. Information contained on our website is not incorporated by reference into this proxy statement.) In evaluating the qualifications of potential new directors, the Board considers a set of recruitment criteria intended to, based upon the characteristics of the then current Board, take Board diversity into account with respect to personal attributes and characteristics, professional experience, skills, and other qualifications. For incumbent directors, the Board and the nominating committee also consider the director’s response to a self-assessment questionnaire and the director’s attendance and participation in, and overall contribution to, the work of the Board. Directors must be willing to devote sufficient time to carry out their duties and responsibilities and should be committed to serving on the Board for an extended period of time.
The Company’s By-Laws and Governance Principles provide for majority voting in uncontested director elections. In an uncontested election, if an incumbent director standing for election is not reelected by a majority of the votes cast, the director is required to promptly tender a notice of resignation to the Board. The resignation is not effective unless accepted by the Board. The nominating committee would then recommend whether the Board should accept or reject a tendered resignation. In determining whether to accept a tendered resignation, the Board would consider the potential impact of the resignation on compliance with applicable legal and listing standards and any other factors deemed relevant. The decision of the Board would be promptly disclosed in a Form 8-K. In contested director elections, the vote standard would be a plurality of votes cast.
All nominees currently serve on our Board. The Board and the nominating committee, with the directors up for reelection abstaining, have nominated Daniel F. O'Brien, Christopher Oddleifson, David A. Powers and Scott K. Smith, whom we refer to in this proxy statement as the "board nominees," for reelection at the annual meeting to the class of directors whose terms will expire at the 2023 annual meeting. In nominating each of the board nominees for reelection, the nominating committee determined that the board nominees possess the specific experience, qualifications, attributes, and skills described below under "Board of Directors Information" to serve as a director of the Company and Rockland Trust. There are no agreements or arrangements between any director or director nominee and any third party other than the Company relating to compensation or other payments in connection with any director or director nominee’s candidacy or service as a director.
Independent Bank Corp. 2020 Proxy Statement - 5
Unless instructions to the contrary are received, it is intended that the shares represented by proxies will be voted for the reelection of the board nominees. Each of the board nominees has consented to serve, and we have no reason to believe that any of the board nominees will be unable to serve if elected. If, however, any of the board nominees should not be available for election at the time of the annual meeting, it is the intention of the persons named as proxies to vote the shares to which the proxy relates, unless authority to do so has been withheld or limited in the proxy, for the election of such other person or persons as may be designated by the Board or, in the absence of such designation, in such other manner as they may, in their discretion, determine.
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The Board unanimously recommends that you vote FOR
the reelection of each of the board nominees. Proxies solicited by
the Board will be so voted in the absence of direction to the contrary.
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Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal 2):
The audit committee has appointed the firm Ernst & Young LLP (“EY”) to serve as the Company's independent registered public accounting firm for 2020. While we are not required to have shareholders ratify the selection of EY as our independent registered public accounting firm, the Board considers the selection of the independent registered public accounting firm to be an important matter and is therefore submitting the selection of EY for ratification by shareholders as a matter of good corporate practice.
EY has served as the Company’s independent registered public accounting firm since 2009. The audit committee is involved in selecting the lead EY partner for the Company, and the current lead EY partner was selected in 2017. The audit committee considers the impact of changing auditors when assessing whether to retain the current external auditor.
The following table shows the fees paid or accrued by us for professional services provided by EY during 2019 and 2018:
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2019
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2018
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Audit Fees(1)
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1,285,000
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1,192,605
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Audit-Related Fees(2)
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40,000
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195,700
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Tax Fees
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All Other Fees(3)
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7,110
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6,990
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Total Fees
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1,332,110
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1,395,295
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(1) The 2019 audit fees include the audit of the purchase price allocation associated with the Company’s acquisition
of Blue Hills Bancorp, Inc.
(2) Audit-related fees are associated with the employee benefit plan and other subsidiary stand-alone audits.
(3) Other fees are associated with a subscription to an online research tool.
The audit committee has considered the nature of the other services provided by EY and determined that they are compatible with the provision of independent audit services. The audit committee has discussed the other services with EY and management to determine that such services are permitted under the rules and regulations concerning auditor independence promulgated by the SEC to implement the Sarbanes-Oxley Act of 2002. All services described above as "Audit-Related Fees," "Tax Fees," and "All Other Fees" were approved by the audit committee in accordance with the audit committee's pre-approval policy described in the Report of the Audit Committee on page 20.
The Board recommends that shareholders vote in favor of ratifying EY as our independent registered public accounting firm and believes that the choice of EY as the Company’s independent auditor is in the best interests of the Company and its shareholders. If shareholders do not ratify the selection of our independent registered public accounting firm, the audit committee will reconsider the appointment of EY at the appropriate time. We anticipate, however, that there would be no immediate change in our independent registered public accounting firm this year if shareholders do not ratify the selection of EY because of the practical difficulty and expense associated with making such a change mid-year. Even if shareholders ratify the selection of EY, the audit committee may, in its discretion, change our independent registered public accounting firm at any time if it determines that it would be in the best interests of the Company to do so.
Independent Bank Corp. 2020 Proxy Statement - 6
An EY representative is expected to be present at the annual meeting. Given the COVID-19 pandemic, the EY representative is expected to attend by remote communication only.
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The Board unanimously recommends that you vote FOR
the ratification of the appointment of EY as the Company's independent registered public accounting firm.
Proxies solicited by the Board will be so voted in the absence of direction to the contrary.
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Advisory Vote on Executive Compensation (Proposal 3):
The Company is providing shareholders with an advisory (non-binding) vote on the compensation of our named executive officers (sometimes referred to as our “say on pay” vote) as disclosed in this proxy statement. In accordance with the preference expressed by our shareholders at our 2017 annual meeting, we currently hold an annual say on pay vote. Accordingly, you may vote on the following resolution at the 2020 annual meeting:
“Resolved, that the shareholders approve, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative disclosure in this proxy statement.”
This vote is nonbinding. The Board and the compensation committee, which is comprised of independent directors, expect to take into account the outcome of the vote when considering future executive compensation decisions to the extent they can determine the cause or causes of any significant negative voting results.
As discussed in the Compensation Discussion and Analysis in this proxy statement, the Board believes that our compensation policies and procedures are designed to provide a strong link between executive officer compensation and our short and long-term performance. The objective of the Company's compensation program is to provide compensation that is competitive, variable based on the Company's performance and individual performance, and aligned with the long-term interests of shareholders. Shareholders are encouraged to read the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative disclosure.
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The Board unanimously recommends that you vote FOR the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative disclosure. Proxies solicited by the Board will be so voted in the absence of direction to the contrary.
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Other Matters:
The proxy also confers discretionary authority with respect to any other business that may properly come before the annual meeting, including rules for the conduct of the meeting. The Board knows of no other matter to be presented at the meeting. It is the intention of the person named as proxy to vote the shares to which the proxies relate according to their best judgment if any matters not included in this proxy statement come before the meeting.
Independent Bank Corp. 2020 Proxy Statement - 7
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BOARD OF DIRECTOR INFORMATION
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Current Board Members
For purposes of this proxy statement the ages of directors have been computed as of our annual meeting date.
The Board of the Company is currently comprised of the individuals listed below:
Class III Directors (Nominated For Reelection at this Meeting For a Term Expiring in 2023):
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Experience: Mr. O'Brien, 64, is a certified public accountant and, for at least the last five years, has been owner and president of O'Brien, Riley and Ryan, a CPA firm located in Braintree, Massachusetts. Mr. O'Brien is also the manager of State Street Wealthcare Advisors, LLC, a financial services company. Mr. O'Brien is also a practicing attorney. Mr. O'Brien previously served as a director and member of the audit committee of Benjamin Franklin Bancorp, Inc. and its wholly-owned subsidiary Benjamin Franklin Bank until 2009, when Benjamin Franklin Bancorp, Inc. was merged with and into the Company. Mr. O'Brien also previously served as a director of Chart Bank until it was merged with and into Benjamin Franklin Bank, and served as chair of the Chart Bank audit committee. Mr. O'Brien has served as a director of the Company and of Rockland Trust since 2009.
Skills and Qualifications: The Board and the nominating committee have determined that Mr. O'Brien is qualified to serve as a director based upon his prior service as a director of the Company and of Rockland Trust, his mature business judgment, his inquisitive and objective perspective, his familiarity with the communities that Rockland Trust serves, his prior service as a director of other banks, and his designation as a certified public accountant.
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Daniel F. O'Brien
Director since 2009
Committees
Ø Audit
Ø Compensation, Chair
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Experience: Mr. Oddleifson, 61, has served as President and Chief Executive Officer of the Company and as the Chief Executive Officer of Rockland Trust since 2003. Mr. Oddleifson was also the President of Rockland Trust from 2003 to 2017. From 1998 to 2002, Mr. Oddleifson was President of First Union Home Equity Bank, a national banking subsidiary of First Union Corporation in Charlotte, North Carolina. Until its acquisition by First Union, Mr. Oddleifson was the Executive Vice President, responsible for Consumer Banking, for Signet Bank in Richmond, Virginia. He has also worked as a management consultant for Booz, Allen and Hamilton in Atlanta, Georgia. Mr. Oddleifson has served as a director of the Company and of Rockland Trust since 2003.
Skills and Qualifications: The Board and the nominating committee have determined that Mr. Oddleifson is qualified to serve as a director based upon his experience as our President and Chief Executive Officer, his prior service as a director of the Company and of Rockland Trust, his mature business judgment, his inquisitive and objective perspective, his prior experience at other banks, and his familiarity with the communities that Rockland Trust serves.
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Christopher Oddleifson
Director since 2003
Committees
Ø Executive
Ø Trust
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Independent Bank Corp. 2020 Proxy Statement - 8
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Experience: Mr. Smith, 54, is currently the President and Chief Executive Officer of The SC Group, which he co-founded in 2013. The SC Group provides services to philanthropic organizations throughout New England with respect to strategic planning, program development, board development, Executive Director searches, and fund raising. Mr. Smith has over 26 years of experience in the philanthropic sector and has previously held Chief Executive Officer, Executive Director, and Vice President of Operations positions. Mr. Smith previously served as a director, a member of the audit committee and Chairperson of the compensation committee of Blue Hills Bancorp, Inc. and its wholly-owned subsidiary, Blue Hills Bank, until April 2019, when Blue Hills Bancorp, Inc. was merged with and into the Company. Mr. Smith is immediate past Board Chair of the Thomas M. Menino YMCA in Boston, serves on the Lt. Governor’s Interagency Council and the Mayor’s Commission on Homelessness, and is the Co-Chair of the Hyde Park 150th Anniversary Committee. Mr. Smith is a graduate of Salisbury University.
Skills and Qualifications: The Board and the nominating committee have determined that Mr. Smith is qualified to serve as a director based upon his service since April 2019 as a director of the Company and of Rockland Trust, his mature business judgment, his inquisitive and objective perspective, his familiarity with the communities that Rockland Trust serves, and his prior service as a director of another bank.
|
|
Scott K. Smith
Director since 2019
|
|
Class I Directors Continuing in Office (Term Expiring in 2021):
|
Experience: Ms. Abelli, 62, is a certified public accountant and has since September 2017 been an Assistant Professor at Ricciardi College of Business, Bridgewater State University. Ms. Abelli has for a portion of the last five years served as a Consulting Chief Financial Officer for private companies. Ms. Abelli previously served on an interim basis as the Chief Financial Officer of publicly-traded companies and various private companies, primarily in the life sciences industries, and as the Chief Financial Officer of a publicly-traded company. Ms. Abelli began her accounting career at Coopers & Lybrand (now PwC LLP) where she was named a partner and, from 1998 to 1999, was President of the Massachusetts Society of CPAs. Ms. Abelli was named Chair of the Board of Rockland Trust and the Company in 2012 and has served as a director of the Company and of Rockland Trust since 2005.
Skills and Qualifications: The Board and the nominating committee have determined that Ms. Abelli is qualified to serve as a director based upon her prior service as a director of the Company and of Rockland Trust, her mature business judgment, her inquisitive and objective perspective, her familiarity with the communities that Rockland Trust serves, her prior service as a chief financial officer of publicly-traded companies, and her designation as a certified public accountant.
|
|
Donna L. Abelli
Director since 2005
Chair since 2012
Committees
Ø Compensation
Ø Executive
Ø Nominating
Ø Risk
|
|
Independent Bank Corp. 2020 Proxy Statement - 9
|
Experience: Ms. Lentz, 66, worked for 22 years at and served as an Executive Vice President and Partner of McCall & Almy, a Boston-based commercial real estate brokerage and advisory services firm, until 2018, when she moved to a consultant role with the firm. Ms. Lentz has over 35 years of commercial real estate experience, including prior work as Chief Operating Officer of a publicly-traded real estate investment trust. Ms. Lentz specializes in advising healthcare, corporate, and non-profit institutions with real estate leasing, acquisition, and disposition strategies. Ms. Lentz has served as a director of the Company and of Rockland Trust since 2016.
Skills and Qualifications: The Board and the nominating committee have determined that Ms. Lentz is qualified to serve as a director based upon her prior service as a director of the Company and of Rockland Trust, her mature business judgment, her inquisitive and objective perspective, and her familiarity with the communities that Rockland Trust serves.
|
|
Mary L. Lentz
Director since 2016
Committees
Ø Audit
Ø Trust, Chair
|
|
Independent Bank Corp. 2020 Proxy Statement - 10
Class II Directors Continuing in Office (Term Expiring in 2022):
|
Experience: Mr. Hogan, 60, is currently the President and CEO of Agawam Development Company, the owner and developer of Redbrook, a sustainably designed mixed-use village consisting of luxury single homes, townhomes, apartments and commercial development. Prior to this role, for at least the last five years, Mr. Hogan was the President and Chief Executive Officer of the A.D. Makepeace Company, the world’s largest cranberry grower and the largest private property owner in eastern Massachusetts. Prior to joining that privately-owned company based in Wareham, Massachusetts, Mr. Hogan was President of MassDevelopment, the economic development authority for the Commonwealth of Massachusetts. While at MassDevelopment, he served as cabinet officer for two Massachusetts governors. Mr. Hogan serves on the Ocean Spray Board of Directors. Previously, he served as Mayor of Marlborough, Massachusetts. Mr. Hogan serves on the Executive Board of the Associated Industries of Massachusetts. Mr. Hogan has served as a director of the Company and of Rockland Trust since 2017.
Skills and Qualifications: The Board and the nominating committee have determined that Mr. Hogan is qualified to serve as a director based upon his prior service as a director of the Company and of Rockland Trust, his mature business judgment, his inquisitive and objective perspective, and his familiarity with the communities that Rockland Trust serves.
|
|
Michael P. Hogan
Director since 2017
Committees
Ø Executive
Ø Nominating
|
|
Independent Bank Corp. 2020 Proxy Statement - 11
|
Experience: Mr. Venables, 65, served as the President and CEO and as a director of Benjamin Franklin Bancorp, Inc. and its wholly-owned subsidiary Benjamin Franklin Bank from 2002 until 2009, when Benjamin Franklin Bancorp, Inc. was merged with and into the Company. Prior to 2002, Mr. Venables co-founded Lighthouse Bank of Waltham, Massachusetts in 1999 and served as its President and CEO and as a director. From 1998 to 1999, Mr. Venables was employed as a banking consultant with Marsh and McLennan Capital, Inc. He was employed by Grove Bank of Newton, Massachusetts from 1974 until it was acquired by Citizens Bank in 1997, serving as its President and CEO and as a director for the last 11 years of his tenure. Mr. Venables has served as a director of the Company and Rockland Trust since 2009.
Skills and Qualifications: The Board and the nominating committee have determined that Mr. Venables is qualified to serve as a director based upon his prior service as a director of the Company and of Rockland Trust, his mature business judgment, his inquisitive and objective perspective, his familiarity with the communities that Rockland Trust serves, and his prior service as a director of other banks.
|
|
Thomas R. Venables
Director since 2009
Committees
Ø Executive
Ø Risk, Chair
|
|
Average Director Age, Average Director Tenure, Percentage of Women On Board
The average age of our directors, computed as of our annual meeting date, rounds to 63 years. The average tenure of our directors on the Board of either the Company or Rockland Trust rounds to 8 years. Three of our thirteen directors are women, so 23% of our Board is female.
Corporate Governance Information
The Board has adopted Governance Principles, and written charters for all current Board committees, including the audit committee, the nominating committee, the risk committee, and the compensation committee. Our Governance Principles, as well as the charter for each current committee of the Board and/or of Rockland Trust may be viewed by accessing the Investor Relations link under the About Us category on the Rockland Trust website (http://www.rocklandtrust.com) under Governance Documents. The Company has a written Code of Ethics to guide its directors, officers, and employees in adhering to their ethical and legal responsibilities. The current version of the Code of Ethics may also be viewed by accessing the Investor Relations link under the About Us category on the Rockland Trust website (http://www.rocklandtrust.com) under Governance Documents. The Company will disclose any amendment to or waiver from a provision of the Code of Ethics as may be required, and within the time period specified, under applicable SEC and Nasdaq rules at this same location on the website.
Anti-Hedging and Anti-Pledging Policy
Our insider trading policy expressly prohibits:
|
•
|
Any director, officer, or employee of the Company or of Rockland Trust from, directly or indirectly, engaging in any transaction that is designed to or has the effect of hedging or offsetting any decrease in the market value of the Company’s stock, including transactions involving prepaid variable forward contracts, equity swaps, collars, exchange funds, short sales, puts, calls, or other derivative securities; and
|
|
•
|
Any director or executive officer from either pledging Company stock or from holding Company stock in a margin account without the prior permission of the Company's General Counsel, Chief Financial Officer, or Controller.
|
Independent Bank Corp. 2020 Proxy Statement - 12
Board Leadership Structure and Executive Sessions
The Board has named as its Chair an independent director who is not also the Chief Executive Officer of the Company or of Rockland Trust and believes that such a leadership structure is appropriate to segregate the Board's oversight role from management of the Company and Rockland Trust. The Board provides oversight of the Chief Executive Officer and other management of the Company and Rockland Trust to ensure that the long-term interests of shareholders are being served through 12 regularly scheduled meetings and one all-day strategic planning meeting with management each year, and additional meetings when necessary or advisable. At these meetings, reports on the management and performance of the Company and Rockland Trust, including reports regarding liquidity, interest rate risk, credit quality, loan loss provision, regulatory compliance, COVID-19 related risk, and other risks, are reviewed. During each regularly-scheduled Board meeting, our independent non-employee directors meet in executive session, without the Chief Executive Officer or any other member of management present. Our Chair presides at these sessions. The Board also regularly meets with the Chief Executive Officer alone so as to have the ability to discuss topics without other members of management present.
The Board has also established the Board committees described below which regularly meet and report back to the Board on the responsibilities delegated to them. Each Board committee has the authority to engage outside experts, advisors, and counsel if needed to assist the committee in its work. During each meeting committees have the opportunity to hold executive sessions without the Chief Executive Officer or any other member of management present.
In addition to its general oversight role, the Board also: selects, evaluates, and compensates, upon recommendation of the compensation committee, the Chief Executive Officer and oversees Chief Executive Officer succession planning; reviews, monitors, and, when necessary or appropriate, approves fundamental financial and business strategies and major corporate actions; assesses major risks facing the Company or Rockland Trust and options for their mitigation; and seeks to maintain the integrity of financial statements and the integrity of compliance with law and ethics of the Company and Rockland Trust.
Shareholder Communications to Board
The Board will give appropriate attention to written communications on issues that are submitted by shareholders and will respond as appropriate. Absent unusual circumstances or as expressly contemplated by committee charters, the General Counsel of the Company will (1) be primarily responsible for monitoring communications from shareholders and (2) provide copies or summaries of shareholder communications to the Board as he considers appropriate.
Communications will be forwarded to all directors or specified individual directors if they relate to substantive matters and include suggestions or comments that the General Counsel of the Company considers to be appropriate for Board consideration. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded to directors for review.
Shareholders who wish to send communications to the Board should submit them, in writing, to Patricia M. Natale, Deputy General Counsel and Corporate Secretary, Independent Bank Corp., 288 Union Street, Rockland, Massachusetts 02370.
Shareholder Director Nominations and Recommendations
The Company's By-Laws require shareholders to submit advance notice of director nominations to the Company not less than 75 days nor more than 125 days prior to the anniversary date of the immediately preceding annual meeting (i.e., for the Company’s 2021 annual meeting, not later than March 7, 2021 or earlier than January 16, 2021). The nomination must set forth the name, age, business address, residence address, occupation, and amount of common stock held by the director nominee, as well as the written consent of the nominee to serve if elected. The shareholder must also include his or her name, record address, and amount of common stock held in the nomination. The shareholder must also provide certain additional information, as set forth in the Company's By-Laws. Shareholders should submit any director nominations, in writing, to the Secretary, Independent Bank Corp., 288 Union Street, Rockland, Massachusetts 02370.
Independent Bank Corp. 2020 Proxy Statement - 13
The nominating committee also considers recommendations for director nominees submitted by shareholders. The nominating committee will, as stated in its charter, review any director nominations submitted by shareholders to determine if the nominees satisfy the following criteria set forth in the Board's Governance Principles with respect to qualifications for directors:
|
•
|
Directors should, as a result of their occupation, background, and/or experience, possess a mature business judgment that enables them to make a positive contribution to the Board. Directors are expected to bring an inquisitive and objective perspective to their duties. Directors should possess, and demonstrate through their actions on the Board, exemplary ethics, integrity, and values.
|
|
•
|
Directors will be ineligible to continue to serve on the Board once they attain the age of 72. Directors who attain the age of 72 during their elected term as a Director will retire from the Board upon reaching the age of 72.
|
|
•
|
Director ownership of the Company's common stock is strongly encouraged and Directors are required to comply with the Company's Director Stock Ownership Guidelines. Please refer to the section entitled “Stock Ownership and Other Matters” in this proxy statement for more information about the amount of common stock owned by our Directors.
|
|
•
|
While familiarity with the communities that Rockland Trust serves is one factor to be considered in determining if an individual is qualified to serve as a Director, it is not a controlling factor. It is the sense of the Board, however, that a significant portion of the Directors should represent or be drawn from the communities that Rockland Trust serves.
|
|
•
|
Customers of Rockland Trust, if otherwise qualified, may be considered for Board membership. A customer relationship, however, will be a secondary criteria considered in evaluating a Director candidate in addition to other relevant considerations.
|
Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively, and should be committed to serve on the Board for an extended period of time. Directors should offer their resignation in the event of any significant change in circumstances that renders them incapable of performing their duties.
Shareholder Proposals for Next Annual Meeting
If you are interested in submitting a proposal for inclusion in the proxy statement for the 2021 Annual Meeting, you need to follow the procedures outlined in Rule 14a-8 of the Exchange Act. Any shareholder who wishes to submit a proposal for inclusion in the proxy statement for the 2021 Annual Meeting will be required, pursuant to Rule 14a-8, to deliver the proposal to the Company no later than December 10, 2020. For business to be brought before next year's annual meeting by a shareholder (other than a proposal submitted in accordance with Rule 14a-8), you must give timely notice to the Company, which must be delivered to or mailed and received at the principal executive offices of the Company not less than 75 nor more than 125 days prior to the anniversary date of the immediately preceding annual meeting (i.e., not later than March 7, 2021 or earlier than January 16, 2021) and must otherwise satisfy the requirements set forth in the Company's By-Laws. Please forward any shareholder proposals or notices of business, in writing, to Patricia M. Natale, Deputy General Counsel and Corporate Secretary, Independent Bank Corp., 288 Union Street, Rockland, Massachusetts 02370.
Independent Bank Corp. 2020 Proxy Statement - 14
Director Attendance at Annual Shareholder Meeting and Meetings of the Board and its Committees
It is our policy that, to the extent possible, all directors attend the annual shareholder meeting. All directors who were then serving on the Board attended last year's annual shareholder meeting. Given the COVID-19 pandemic, at this year’s annual meeting, we expect directors will attend by remote communication only.
During 2019, the Boards of the Company and Rockland Trust had 14 concurrent meetings. All directors attended at least 75% of the meetings of our Board during the prior calendar year.
The Boards of the Company and Rockland Trust have standing executive, audit, risk, and nominating committees. The Company also has a standing compensation committee. The Rockland Trust Board also has a standing trust committee.
All Board committees operate under a written charter approved by the Board that describes the committee's role and responsibilities. The charter for each Board committee may be viewed by accessing the Investor Relations link under the About Us category on the Rockland Trust website (http://www.rocklandtrust.com) under Governance Documents.
The risk committee was formed in April 2019 in connection with Rockland Trust crossing the $10 billion asset size threshold and in recognition of evolving prudent practices for risk management. The risk committee assists the Board in its oversight and review of management’s assessment and management of risk, and in so doing oversees: (i) the enterprise risk management framework adopted by management; and, (ii) the risk appetite statement adopted by management.
Prior to April 1, 2019, the executive committee had one Chair and three permanent members, as well as three directors that served as rotating members of the executive committee for a three-month term, with the term of each rotating director staggered so that a new director rotated on and off of the committee each month. Effective April 1, 2019, the rotating members were removed from the executive committee and the total number of permanent members increased to four, in addition to the Chair. Also effective April 1, 2019, the Board voted to add a risk committee. The current membership of each of our standing Board committees is shown in the table below.
|
Name
|
Executive
|
Audit
|
Compensation
|
Nominating
|
Risk
|
Trust
|
|
Donna L. Abelli
|
¤
|
|
¤
|
¤
|
¤
|
|
|
Michael P. Hogan
|
¤
|
|
|
¤
|
|
|
|
Kevin J. Jones
|
x
|
|
¤
|
¤
|
|
|
|
Mary L. Lentz
|
|
¤
|
|
|
|
x
|
|
Eileen C. Miskell
|
|
x
|
¤
|
|
¤
|
|
|
John J. Morrissey
|
|
|
|
x
|
¤
|
¤
|
|
Gerard F. Nadeau
|
|
|
|
|
|
|
|
Daniel F. O'Brien
|
|
¤
|
x
|
|
|
|
|
Christopher Oddleifson
|
¤
|
|
|
|
|
¤
|
|
David A. Powers
|
|
|
|
|
|
|
|
Scott K. Smith
|
|
|
|
|
|
|
|
Frederick Taw
|
|
|
|
|
|
|
|
Thomas R. Venables
|
¤
|
|
|
|
x
|
|
|
Total Meetings Held In 2019
|
7 meetings
|
4 meetings
|
8 meetings
|
5 meetings
|
5 meetings
|
4 meetings
|
x Chairman of Committee
¤ Committee Member
All directors attended at least 75% of the committee meetings of the Board held during the prior calendar year of which they were members.
Independent Bank Corp. 2020 Proxy Statement - 15
Director Compensation
Non-employee directors of the Company and Rockland Trust receive both cash and equity compensation as described below. Board compensation is reviewed by comparison to peer institutions using publicly available information. Director compensation is designed to attract and retain persons who are well qualified to serve as directors of the Company and Rockland Trust.
Director Cash Compensation
Non-employee directors of the Company and Rockland Trust receive cash compensation in the form of annual retainers and meeting fees for any committee meetings. Total cash director compensation varies depending on if a director served as Chair of the Board or one of its committees, whether a director served as a permanent or, until April 1, 2019, a rotating executive committee member, and the number of committee meetings a director attended. Cash compensation is paid to each non-employee director in arrears, quarterly, in an amount equal to one-fourth of the annual retainer plus the committee meeting fees then due.
Prior to 2019, all non-employee directors were paid $1,250 per Board meeting. Effective January 1, 2019, the Board voted to eliminate per Board meeting fees and include them in the annual retainer. Per meeting fees for committees were retained. Effective April 1, 2019, based upon an analysis of peer group data and other relevant factors, the Board voted to increase the annual retainer amount. The revised annual retainers were as follows:
|
Position
|
Annual Retainer
|
||
|
Chair of Board
|
$
|
85,000
|
|
|
Chair of Executive Committee
|
$
|
65,000
|
|
|
Chair of Audit Committee
|
$
|
57,500
|
|
|
Chair of Compensation Committee
|
$
|
57,500
|
|
|
Chair of Nominating & Governance Committee
|
$
|
57,500
|
|
|
Chair of Risk Committee
|
$
|
57,500
|
|
|
Chair of Trust Committee
|
$
|
57,500
|
|
|
All Other Board Members
|
$
|
54,500
|
|
Committee meeting fees during 2019 were $1,450 per committee meeting for the audit committee and the risk committee and $1,250 per meeting for all other Board committees. The annual retainers paid to non-employee directors of the Company and of Rockland Trust during 2019 were as follows:
|
Position
|
Amount
|
||
|
Chair of Board
|
$
|
80,500
|
|
|
Chair of Executive Committee
|
$
|
64,250
|
|
|
Chair of Audit Committee
|
$
|
56,000
|
|
|
Chair of Compensation Committee
|
$
|
56,000
|
|
|
Chair of Nominating & Governance Committee
|
$
|
56,000
|
|
|
Chair of Risk Committee
|
$
|
55,250
|
|
|
Chair of Trust Committee
|
$
|
56,000
|
|
|
All Other Board Members who served on the Board for 12 months
|
$
|
53,000
|
|
|
All Other Board Members who served on the Board for 9 months
|
$
|
40,875
|
|
Independent Bank Corp. 2020 Proxy Statement - 16
Based upon an analysis of peer group data and other relevant factors, the Board voted to maintain 2020 committee meeting fees at the same levels as 2019. The Board voted to increase annual retainers, effective as of January 1, 2020, as follows:
|
Position
|
Annual Retainer
|
||
|
Chair of Board
|
$
|
87,550
|
|
|
Chair of Executive Committee
|
$
|
66,950
|
|
|
Chair of Audit Committee
|
$
|
59,225
|
|
|
Chair of Compensation Committee
|
$
|
59,225
|
|
|
Chair of Nominating & Governance Committee
|
$
|
59,225
|
|
|
Chair of Risk Committee
|
$
|
59,225
|
|
|
Chair of Trust Committee
|
$
|
59,225
|
|
|
All Other Board Members
|
$
|
56,135
|
|
No annual retainer or meeting fees are paid to any director who is an employee of the Company or Rockland Trust.
Director Deferred Compensation Programs
The Company has established Deferred Compensation Programs to permit non-employee directors who choose to participate to defer all or a portion of their cash compensation.
Under the program that took effect January 1, 2019 participating directors may defer all or a portion of their cash compensation into a choice of diversified investment portfolios comprised of stocks, bonds and cash. Participating directors will receive cash distributions following their departure from the Board. During 2019, Director Jones and Director Miskell chose to defer 100% of their cash compensation.
Director Equity Compensation
In May 2018, the Company's shareholders approved the 2018 Non-Employee Director Stock Plan (the “2018 Director Stock Plan”), which provides that:
|
•
|
On the later of (i) the third business day following the day of the Company's 2018 Annual Shareholders Meeting or (ii) the effectiveness of a registration statement registering the securities issued by the 2018 Director Stock Plan under the Securities Act of 1933, as amended, each non-employee director shall automatically and without further action be granted a restricted stock award for 500 shares of common stock which shall vest immediately.
|
|
•
|
On the third business day following the day of each annual shareholder meeting after 2018, each non-employee director who serves on the Board of the Company and/or Rockland Trust at any point during the calendar year of that annual meeting shall be granted either (A) a restricted stock award in an amount of shares of common stock not to exceed 1,500 shares which shall vest immediately upon grant, (B) a non-statutory stock option to purchase not more than 3,000 shares of common stock, which shall be immediately exercisable, or (C) a combination of such restricted stock awards and non-statutory stock options. Such awards shall be made subject to the discretion of the compensation committee as set forth in the 2018 Director Stock Plan.
|
In May 2019, each non-employee director was granted, pursuant to the 2018 Non-Employee Director Stock Plan, a restricted stock award for 500 shares of common stock, which vested immediately upon grant.
Independent Bank Corp. 2020 Proxy Statement - 17
Director Stock Ownership Guidelines
The Company has established stock ownership guidelines for directors. Under those guidelines directors are required to own Company common stock with a value at least five times the Director’s annual cash retainer. Directors have five years to satisfy the guidelines. The following are counted towards an individual’s ownership: shares directly held by the individual and those held jointly with another person, stock held in a retirement or deferred compensation account, unvested time-based restricted shares, and stock held in a trust of which the individual is both trustee and beneficiary. Stock options are not counted towards the ownership requirement. Each of our directors satisfies our stock ownership guidelines as of the date of this proxy statement. Information about the stock ownership of our directors as of December 31, 2019 is provided in the table below entitled “Stock Ownership and Other Matters.”
Independent Bank Corp. 2020 Proxy Statement - 18
The following table summarizes the cash, equity and other compensation paid to non-employee directors who served during 2019:
|
Director Compensation Table
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
Change in
|
|
|
|||||||||||
|
|
|
|
|
|
Pension
|
|
|
|||||||||||
|
|
|
|
|
Non-
|
Value and
|
|
|
|||||||||||
|
|
Fees
|
|
|
Equity
|
Nonqualified
|
|
|
|||||||||||
|
|
Earned
|
|
|
Incentive
|
Deferred
|
|
|
|||||||||||
|
|
or Paid
|
Stock
|
Option
|
Plan
|
Compensation
|
All Other
|
|
|||||||||||
|
Name
|
in Cash (1)
|
Awards
(2) (3)
|
Awards
(2) (3)
|
Compensation
|
Earnings
|
Compensation (4)
|
Total
|
|||||||||||
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
|||||||||||
|
Donna L. Abelli
|
$
|
112,750
|
|
$
|
38,540
|
|
—
|
|
—
|
|
—
|
|
$
|
4,082
|
|
$
|
155,372
|
|
|
Michael P. Hogan
|
$
|
63,000
|
|
$
|
38,540
|
|
—
|
|
—
|
|
—
|
|
$
|
850
|
|
$
|
102,390
|
|
|
Kevin J. Jones
|
$
|
89,250
|
|
$
|
38,540
|
|
—
|
|
—
|
|
—
|
|
$
|
4,082
|
|
$
|
131,872
|
|
|
Mary L. Lentz
|
$
|
69,300
|
|
$
|
38,540
|
|
—
|
|
—
|
|
—
|
|
$
|
2,083
|
|
$
|
109,923
|
|
|
Eileen C. Miskell
|
$
|
90,300
|
|
$
|
38,540
|
|
—
|
|
—
|
|
—
|
|
$
|
4,082
|
|
$
|
132,922
|
|
|
John J. Morrissey
|
$
|
74,500
|
|
$
|
38,540
|
|
—
|
|
—
|
|
—
|
|
$
|
4,082
|
|
$
|
117,122
|
|
|
Daniel F. O'Brien
|
$
|
80,550
|
|
$
|
38,540
|
|
—
|
|
—
|
|
—
|
|
$
|
4,082
|
|
$
|
123,172
|
|
|
William M. Parent(5)
|
$
|
48,125
|
|
$
|
38,540
|
|
—
|
|
—
|
|
—
|
|
$
|
—
|
|
$
|
86,665
|
|
|
David A. Powers
|
$
|
40,875
|
|
$
|
38,540
|
|
—
|
|
—
|
|
—
|
|
$
|
—
|
|
$
|
79,415
|
|
|
Scott K. Smith
|
$
|
40,875
|
|
$
|
38,540
|
|
—
|
|
—
|
|
—
|
|
$
|
—
|
|
$
|
79,415
|
|
|
Frederick Taw
|
$
|
53,000
|
|
$
|
38,540
|
|
—
|
|
—
|
|
—
|
|
$
|
3,443
|
|
$
|
94,983
|
|
|
Brian S. Tedeschi(6)
|
$
|
53,000
|
|
$
|
38,540
|
|
—
|
|
—
|
|
—
|
|
$
|
4,082
|
|
$
|
95,622
|
|
|
Thomas R. Venables
|
$
|
62,500
|
|
$
|
38,540
|
|
—
|
|
—
|
|
—
|
|
$
|
4,082
|
|
$
|
105,122
|
|
(1) Column (b) reflects the total fees earned or paid in cash for directors. As noted above, during the past year, Directors Miskell and Jones chose to defer all of their cash compensation pursuant to the Deferred Compensation Program.
(2) The assumptions used in the valuation for the awards reported in the Stock Awards column (column (c)) can be found in the Stock-Based Compensation section of the Notes to Consolidated Financial Statements filed as part of the Company’s 2019 Annual Report on Form 10-K.
(3) The amounts in column (c) represent the grant date fair value of the restricted stock awards granted to directors calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("ASC 718"), excluding the impact of estimated forfeitures. No director awards were forfeited during the year. As of December 31, 2019, the aggregate number of restricted stock awards and stock option awards held by each non-employee director was as follows:
|
Name
|
Aggregate Outstanding Unvested Restricted Stock Awards per Director
|
Aggregate Outstanding Stock Option Awards per Director
|
||
|
Kevin J. Jones, Eileen C. Miskell, Daniel F. O'Brien, Brian S. Tedeschi and Thomas R. Venables
|
2,025
|
|
500
|
|
|
Donna L. Abelli
|
2,025
|
|
—
|
|
|
John J. Morrissey and Frederick Taw
|
2,025
|
|
5,000
|
|
|
Mary L. Lentz
|
1,225
|
|
5,000
|
|
|
Michael P. Hogan
|
500
|
|
5,000
|
|
(4) Column (g) reflects the dividends paid to directors in 2019 on their unvested restricted stock.
(5) Effective January 16, 2020, Mr. Parent voluntarily resigned from the Board of Directors.
(6) Effective January 2, 2020, Mr. Tedeschi voluntarily resigned from the Board of Directors.
Independent Bank Corp. 2020 Proxy Statement - 19
Report of the Audit Committee1
Each member of the audit committee is “independent” as defined under Section 10A(m)(3) of the Exchange Act, and SEC rules and regulations, and the listing standards of the Nasdaq Stock Market. In addition, the Board has determined that Eileen C. Miskell, CPA, Chair of the audit committee, and Daniel F. O'Brien, CPA each qualify as an “audit committee financial expert” as defined in regulations issued pursuant to the Sarbanes-Oxley Act of 2002.
The audit committee operates under a written charter adopted and approved by the Board. The audit committee charter sets forth the audit services, audit-related services, and tax services which the audit committee has pre-approved our independent registered public accounting firm to perform up to a maximum fee of $25,000 and the authority which the Board has granted to the audit committee chair to pre-approve the performance of any services by our independent registered public accounting firm in the interval between audit committee meetings. The current audit committee charter may be viewed by accessing the Investor Relations link under the About Us category on the Rockland Trust website (http://www.rocklandtrust.com) under Governance Documents.
The audit committee is responsible for providing independent, objective oversight of our audit process and for monitoring our accounting, financial reporting, data processing, regulatory, and internal control functions. One of the audit committee's primary responsibilities is to enhance the independence of the audit function, thereby furthering the objectivity of financial reporting. Accordingly, the audit committee is directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm, who must report directly to the audit committee. The audit committee is directly responsible for fee negotiations with our independent registered public accounting firm. The topics which the audit committee discusses with our independent registered public accounting firm include financial results and reporting, the testing and evaluation of internal controls, and risk management, technology, tax, and legal matters. The audit committee regularly meets privately with our independent registered public accounting firm, which has unrestricted access to the audit committee. The other duties and responsibilities of the audit committee are to: (1) oversee and review our financial reporting process and internal control systems; (2) evaluate our financial performance, as well as our compliance with laws and regulations; (3) oversee management's establishment and enforcement of financial policies; and (4) provide an open avenue of communication among the independent registered public accounting firm, financial and senior management, the internal audit department and the Board, including the resolution of any disagreements that may arise regarding financial reporting.
The audit committee has:
|
•
|
received the written disclosures and letter from EY required by the Public Company Accounting Oversight Board, has discussed the independence of EY and considered whether the provision of non-audit services by EY is compatible with maintaining auditor independence, and has satisfied itself as to the independence of EY;
|
|
•
|
reviewed and discussed our audited, consolidated financial statements for the fiscal year ended December 31, 2019 with our management and EY, our independent registered public accounting firm, including a discussion of the quality and effect of our accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements;
|
|
•
|
discussed the matters required by the applicable standards of the Public Company Accounting Oversight Board with EY, including the process used by management in formulating particularly sensitive accounting estimates and the basis for the conclusions of EY regarding the reasonableness of those estimates; and
|
|
•
|
met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls and the overall quality of our financial reporting.
|
Based on the review and discussions noted above, the audit committee recommended to the Board of Directors that our audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 for filing with the SEC.
Submitted by:
Eileen C. Miskell, CPA, Chair
Daniel F. O'Brien, CPA
Mary L. Lentz
Audit Committee
Independent Bank Corp.
|
1This report, and the compensation committee report below, shall not be deemed incorporated by reference into any of our previous filings with the SEC and shall not be deemed incorporated by reference into any of our future SEC filings irrespective of any general incorporation language in them.
|
Independent Bank Corp. 2020 Proxy Statement - 20
Compensation Committee Interlocks and Insider Participation
Directors Abelli, Jones, Miskell, and O'Brien served as members of the compensation committees of the Company and Rockland Trust during the last fiscal year. No current or former officer or other employee of the Company or Rockland Trust served on the compensation committees of either the Company or Rockland Trust. No director or executive officer of the Company or Rockland Trust served on the compensation committee or the board of directors of any other entity, one of whose executive officers served on the compensation committee or the Board of the Company or Rockland Trust. No member of the compensation committee of the Company or Rockland Trust had any relationship with the Company or Rockland Trust since January 1, 2019 requiring disclosure under Item 404 of Regulation S-K under the Exchange Act.
Related Party Transactions
Since January 1, 2019, neither the Company nor Rockland Trust has been a party to any transaction or series of transactions in which the amount involved exceeded $120,000 and any director, executive officer, or holder of more than 5% of our stock, or any member of the immediate family of any such person, had or will have a direct or indirect material interest.
Pursuant to various regulatory requirements and other applicable law, the Board of Rockland Trust must approve certain extensions of credit, contracts, and other transactions between Rockland Trust and any director or executive officer. The Board has adopted a written policy, and Rockland Trust has established written procedures, to implement these requirements which state, in essence, that any transaction between Rockland Trust and any director or executive officer, or any of their immediate family members must be made on terms comparable to those which Rockland Trust would reach with an unrelated, similarly situated third-party and must be approved in advance by a Board vote. Rockland Trust's General Counsel and Rockland Trust's designated Federal Reserve Bank Regulation O officer share responsibility for oversight and implementation of the Board policy and Rockland Trust procedures for review of related party transactions, which are typically applied to extensions of credit and any other financial transaction of a material nature between Rockland Trust and any director or executive officer. Any director or executive officer involved in such a transaction leaves the meetings while the Board considers and votes upon the transaction.
Some of the directors and executive officers of the Company, as well as members of their immediate families and the companies, organizations, trusts, and other entities with which they are associated are, or during 2019 were, also customers of Rockland Trust in the ordinary course of business, or had loans outstanding during 2019. It is anticipated that they and their associates will continue to be customers of and be indebted to Rockland Trust in the future. All customer relationships with and loans to directors, executive officers, and their associates were in the ordinary course of business. All loans to directors, executive officers, or their associates did not involve more than normal risk of collectability or present other unfavorable features, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with unaffiliated persons and, where required by law, were approved in advance by the Rockland Trust Board. No loans to directors, executive officers, or their associates are nonperforming.
Director Independence
Nasdaq rules, and our Governance Principles, require that at least a majority of our Board be composed of “independent” directors. The following two directors are the only directors not currently considered "independent": Mr. Oddleifson, who is the President and CEO of the Company and the CEO of Rockland Trust, and Mr. Nadeau, who is the President of Rockland Trust.
All other current directors of the Company and of Rockland Trust are “independent” within the meaning of both the Nasdaq rules and our own Governance Principles. Accordingly, eleven of the thirteen directors who currently serve on the Board are “independent” directors. In making its director independence determinations the Board considered any transactions, relationships, or arrangements disclosed by directors and/or noted in the records which Rockland Trust maintains in the ordinary course of business, including the customer relationships and indebtedness described above, as well as a real estate lease between Rockland Trust and a landlord entity in which trusts established for the adult children of our Director Kevin J. Jones are passive investors and have an indirect, non-controlling equity interest.
Independent Bank Corp. 2020 Proxy Statement - 21
None of our directors are members of the board of directors of any other publicly-traded company. Our Governance Principles require our directors to devote sufficient time to carrying out their duties and responsibilities effectively, to be committed to serve on the Board for an extended period of time, and to offer their resignation in the event of any significant change in circumstances that renders them incapable of performing their duties.
Independent Bank Corp. 2020 Proxy Statement - 22
|
EXECUTIVE OFFICER INFORMATION
|
Executive Officers
The following individuals are the current executive officers of the Company and/or Rockland Trust. For purposes of this proxy statement the ages of executive officers have been computed as of our annual meeting date.
|
Gerard F. Nadeau: Mr. Nadeau, 61, was named the President of Rockland Trust on March 16, 2017. Mr. Nadeau previously served as the Executive Vice President, Commercial Lending of Rockland Trust since July 1, 2007. Mr. Nadeau has worked at Rockland Trust in a variety of capacities since 1984, serving as a Senior Vice President of Commercial Lending from 1992 until 2007.
Community Service and Education: Mr. Nadeau’s community activities include: board member of Southeastern Massachusetts Economic Development Corporation and of the Southeastern Massachusetts Affordable Housing Group, long time member of the Board of Directors of the Brockton Boys & Girls Club, former Chair and current board member of the Metro South Chamber of Commerce, President and board member of the Montello Affordable Housing Corp., member of the Executive Committee for development at Stonehill College, member of the Board of Directors and Executive Committee of the Old Colony YMCA, and member of the Board of Directors of Boston Chamber of Commerce, the Chunilal Initiative and New Beginnings for Families Inc.
Mr. Nadeau holds a Bachelor’s Degree in Business from Bentley University.
|
|
Gerard F. Nadeau
President of Rockland Trust
Since 2017
|
|
Independent Bank Corp. 2020 Proxy Statement - 23
|
Robert D. Cozzone: Mr. Cozzone, 49, was appointed Executive Vice President and Chief Operating Officer in 2019 for the Company and Rockland Trust. As such, he is responsible for consumer and business banking, which includes the retail bank, residential mortgage, consumer lending, and credit card and business banking sales. In addition, he continues to provide oversight of the finance division. Previously he was Chief Financial Officer of Independent Bank Corp., to which he was appointed in 2013. From 2013 to 2015, concurrent with his Chief Financial Officer role, Mr. Cozzone was also Treasurer of Independent Bank Corp. Prior to serving as the Company’s CFO, he was Treasurer of both Independent Bank Corp. and Rockland Trust from April 2008 to September 2013. He became Senior Vice President and Treasurer of Rockland Trust in 2002. Mr. Cozzone joined Rockland Trust in October 1998 as a banking officer. Prior to joining the Company, he held financial positions at Bank Boston.
Community Service and Education: Mr. Cozzone is a member of the Massachusetts Business Roundtable Board of Directors, the Thompson Island Outward Bound Education Center Advisory Board, the Plymouth Philharmonic Orchestra Board of Directors, the Bridgewater State University Ricciardi College of Business Advisory Board, and the Plymouth Plantation Finance Committee.
Mr. Cozzone is a graduate of Bridgewater State University and received a Master of Science from Boston College.
|
|
Robert D. Cozzone
Executive Vice President Chief Operating Officer of the Company and of Rockland Trust
Since 2019
|
|
Independent Bank Corp. 2020 Proxy Statement - 24
|
Barry H. Jensen: Mr. Jensen, 55, has served as Chief Technology and Operations Officer of the Company and Rockland Trust since September 2013, overseeing Information Technology, Information Security, Banking Operations, Knowledge Management, Business Solutions and Software Development, Data Engineering and Governance. Prior to September 2013, Mr. Jensen served as Chief Accounting Officer of Rockland Trust from April 2008 to September 2013, adding to his title of Senior Vice President and Controller of Rockland Trust, which he held since May 2000. Mr. Jensen joined Rockland Trust in March of 1998, serving as the Manager of Financial Planning and Analysis and has previously held financial positions at BankBoston and BayBanks.
Community Service and Education: Mr. Jensen is involved with Mass Insights working with faculty and students of local educational institutions to attract IT talent to the Boston community. Mr. Jensen also aids in organizing “Credit For Life” financial literacy training for local area high school seniors.
Mr. Jensen is a graduate of Salem State University and received a Master's in Business Administration from Bentley University.
|
|
Barry H. Jensen
Executive Vice President
Chief Technology and Operations Officer of the Company and of Rockland Trust
Since 2013
|
|
The term of office of each executive officer of the Company extends until the first meeting of our Board following the annual meeting of our shareholders and/or until his/her earlier termination, retirement, resignation, death, or disqualification. Other than the employment agreements with Mr. Oddleifson, Mr. Nadeau, Mr. Cozzone, Mr. Ruggiero, Ms. Harris, Mr. Jensen, and Mr. Seksay, there are no arrangements or understandings between any executive officer and any other person pursuant to which such person was appointed as an executive officer.
Relationship Between Compensation Policies And Risk
Rockland Trust sometimes uses variable cash incentive compensation programs and/or plans, and performance-based restricted stock awards, to reward and incent employee performance and retain top talent. A detailed financial analysis of any potential cash incentive compensation program or plan, or performance-based restricted stock award, is performed prior to approval. Our cash incentive programs and plans and performance-based restricted stock awards typically establish maximum award caps. Cash incentive programs and plans typically evaluate whether risk management and compliance results are satisfactory in determining whether to make an award, and reserve the ability to lower any cash award otherwise payable to zero in the sole discretion of management (and in the sole discretion of the Board, in the event of programs or plans applicable to executive officers). Any cash incentive compensation program or plan of a material nature, or performance-based restricted stock award, is approved by or reported to the compensation committee and the Board. The Company does not believe that the incentive compensation or other policies and practices of the Company or of Rockland Trust are reasonably likely to have a material adverse effect on the Company.
Independent Bank Corp. 2020 Proxy Statement - 25
Compensation Committee Report
The compensation committee has reviewed and discussed the Compensation Discussion and Analysis that immediately follows this report with management and, based upon that review and discussion, has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and, through incorporation by reference, also in our Annual Report on Form 10-K.
Submitted by:
Daniel F. O'Brien, Chair
Donna L. Abelli
Kevin J. Jones
Eileen C. Miskell
Compensation Committee
Independent Bank Corp.
Independent Bank Corp. 2020 Proxy Statement - 26
|
COMPENSATION DISCUSSION AND ANALYSIS
|
This Compensation Discussion and Analysis contains a description of our executive compensation philosophy and programs, the compensation decisions made under those programs, and the considerations in making those decisions for our named executive officers. The Compensation Discussion and Analysis also describes the process of the Compensation Committee in determining our compensation programs.
Executive Compensation Summary
Our executive compensation program is designed to attract, retain, and motivate executive officers to achieve our operating goals and strategic objectives. We use a pay-for-performance approach that is intended to align the interests of our executive officers with those of our shareholders, with the ultimate goal of improving long-term shareholder value. The executive compensation program of Rockland Trust typically has four primary elements: base salary, annual cash incentive compensation, long-term equity-based compensation, and benefits. The following table provides detail on base salary, annual cash incentive compensation, and long-term equity compensation:
|
Compensation Elements
|
|
Base Salary
|
|
Annual Cash Incentive
|
|
Restricted Stock Awards
|
|
Performance-Based Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed
|
|
Variable, At-Risk
|
||||
|
|
|
|
|
|
|
|
|
|
|
Recipients
|
|
All Named Executive Officers
|
||||||
|
|
|
|
|
|
|
|
|
|
|
When Granted
|
|
Reviewed Annually
|
|
Annually
|
||||
|
|
|
|
|
|
|
|
|
|
|
Form of Delivery
|
|
Cash
|
|
Equity
|
||||
|
|
|
|
|
|
|
|
|
|
|
Type of Performance
|
|
Short-term Incentives
|
|
Long-term Incentives
|
||||
|
|
|
|
|
|
|
|
|
|
|
Performance Period
|
|
Ongoing
|
|
One year
|
|
Vest ratably over 5 years
|
|
3-year performance period
|
|
|
|
|
|
|
|
|
|
|
|
How Determined
|
|
Compensation Committee judgment, partially based on peer comparison and recommendation of outside compensation consultants
|
|
Quantitative based in part on achievement vs. Peers; Small portion qualitative
|
|
Number awarded based on percentage of base salary and trailing 30-day volume-weighted average stock price
|
|
Quantitative based on achievement against targets
|
|
|
|
|
|
|
|
|
|
|
|
Performance Metrics
|
|
Prior-year performance evaluations
|
|
Operating Earnings per Share (1), Return on Assets, Return on Equity, Charge-offs, Non-Performing Assets
|
|
N/A
|
|
Return on Average Tangible Common Equity vs. Peers (2); Tangible Book Value
|
(1) Operating Earnings per Share is a non-GAAP measure. Please refer to the Annual Cash Incentive Compensation section of this Proxy Statement for further information, as well as the Company’s Annual Report on Form 10-K for a reconciliation of Net Operating Earnings to Net Income.
(2) Please refer to the Long-Term Equity Compensation section of this Proxy Statement for further information on this metric.
Independent Bank Corp. 2020 Proxy Statement - 27
Base salaries are intended to be competitive relative to similar positions at peer institutions in order to provide the Company and Rockland Trust with the ability to attract and retain executives with a broad, proven track record of performance.
The use of variable annual cash incentive compensation or discretionary cash bonuses is designed to provide a competitive cash payment opportunity based both on individual performance and the Company's overall financial performance. The opportunity for a more significant award increases when both the Company and the employee achieve higher levels of performance. The Company grants cash incentive compensation pursuant to a non-equity incentive plan, or, on certain limited occasions, by granting discretionary cash bonuses.
Equity awards are granted under our long-term equity-based compensation incentive plan to selected groups of individuals, including our executive officers, in the form of restricted stock, performance based restricted stock, and/or stock options. Equity awards are intended to link executive officer financial outcomes to performance that maximizes long-term shareholder returns and are designed to encourage officer retention. Stock options have not been awarded to Named Executive Officers since 2011.
In addition to the three components detailed above, the Company also offers a variety of benefits to remain competitive in the market. The compensation committee believes these benefits attract a high caliber management team and ensure stability and continuity in leadership. Rockland Trust provides to its Chief Executive Officer and certain named executive officers certain benefits, such as retirement programs, medical plans, life and disability insurance, use of company owned automobiles, and employment agreements. The compensation committee periodically reviews executive officer benefits to ensure that they are competitive with market practice.
The compensation committee strives to balance short-term and long-term Company performance and shareholder returns in establishing performance criteria. Performance criteria reflect fiscal year budgets; strategic objectives; competitive peer performance; and economic, regulatory, industry and other relevant factors. The compensation committee evaluates executive compensation against performance criteria and competitive executive pay practices before determining changes in base salary, the amount of any incentive payments, discretionary bonuses, equity awards and other benefits.
Independent Bank Corp. 2020 Proxy Statement - 28
Compensation Committee - Composition and Responsibility
The Board has determined that all members of the compensation committee are independent directors in accordance with Nasdaq rules. There are currently four directors who serve on the compensation committee: Director O'Brien as Chair, and Directors Abelli, Jones, and Miskell.
The compensation committee operates under a written charter approved by the Board. The current compensation committee charter may be viewed by accessing the Investor Relations link under the About Us category on the Rockland Trust website (http://www.rocklandtrust.com) under Governance Documents. The compensation committee has, as stated in its charter, three primary responsibilities: (i) assisting the Board in carrying out its responsibilities in determining the compensation of the Chief Executive Officer ("CEO") and executive officers of the Company and Rockland Trust; (ii) establishing compensation policies that will attract and retain qualified personnel through an overall level of compensation that is comparable to, and competitive with, others in the industry and in particular, peer financial institutions; and (iii) assisting the Board with the design and development, for Board approval, of equity compensation plans.
The compensation committee, subject to the provisions of our 2005 Employee Plan, also has authority in its discretion to determine the employees of the Company and Rockland Trust to whom restricted stock awards, performance-based restricted stock awards, and/or stock options will be granted, the number of shares to be granted to each employee, and the time or times at which restricted stock awards, performance-based restricted stock awards, and/or stock options should be granted. The CEO makes recommendations to the compensation committee about equity awards to the employees of the Company and Rockland Trust (other than the CEO). As equity compensation awards sometimes need to be made, on a timely basis, to retain or recruit key performers, the compensation committee has delegated authority to the CEO to award up to 10,000 shares of Company stock, in the aggregate, through restricted stock awards and/or stock option grants when, in the CEO’s discretion, the making of an equity compensation award is necessary or advisable in connection with the recruitment of a new employee or the retention of any existing employee, excluding executive officers. The CEO reports annually to the Compensation Committee on any equity compensation awards pursuant to the limited authority delegated to him. The compensation committee also has authority to interpret our 2005 Employee Plan and to prescribe, amend, and rescind rules and regulations relating to it.
The CEO reviews the performance of the executive officers of the Company and Rockland Trust (other than the CEO) and, based on that review, the CEO makes recommendations to the compensation committee about the compensation of executive officers (other than the CEO). The CEO does not participate in any deliberations or approvals by the compensation committee or the Board with respect to his own compensation. The compensation committee:
|
•
|
grants awards under the Executive Incentive Plan Scorecard to executive officers and the CEO;
|
|
•
|
determines whether performance objectives have been attained by the executive officers and CEO under previously granted performance-based restricted stock awards; and
|
|
•
|
makes recommendations to the Board for approval with respect to base salary and equity compensation of the CEO and the other executive officers of the Company and Rockland Trust.
|
The compensation committee and the Board use summaries of proposed overall short and long-term compensation, summaries of compensation decisions made in past years, and competitive survey data showing current and historic elements of compensation, and other relevant information when reviewing executive officer and CEO compensation.
The compensation committee has directly engaged and been assisted and advised in its work by the following external executive compensation consultants:
|
•
|
Every three years, the compensation committee, along with a consultant, reviews the competitiveness of the base salaries, annual cash incentive compensation, and long term equity compensation for Rockland Trust’s executive leadership team, a group which includes the CEO, the Chief Financial Officer ("CFO") and all other executive officers, comparing the Company’s executive compensation to the consultant's published survey data, other information, and to the peer groups identified in the Company’s proxy statement this year and last year.
|
Independent Bank Corp. 2020 Proxy Statement - 29
|
•
|
The Korn Ferry Hay Group analyzed salary ranges using the Korn Ferry Hay Group proprietary method, provided market-based information about annual merit increases, and provided recommendations for equity compensation and other compensation matters.
|
|
•
|
Sentinel Benefits provided actuarial and retirement plan design advisory services. Sentinel Benefits has also been engaged directly by management to provide actuarial services to assist with benefit plan accruals and related matters.
|
No compensation consultant engaged by the compensation committee received more than $120,000 during 2019 for any additional services rendered to the Company or its affiliates. The compensation committee determined that none of the work performed by any compensation consultant engaged by the compensation committee in 2019 raised any conflict of interest.
The compensation committee has also reviewed publicly available materials and information derived from the following sources to assist in its work:
|
•
|
Equilar, which provides an online database gathered from proxy statements and annual reports in the financial services industry.
|
|
•
|
McLagan and Willis Towers Watson, which provide survey data to Rockland Trust for general comparative purposes.
|
From time to time, the compensation committee may delegate authority to fulfill various functions of administering the Company's retirement plans to our employees. Currently, it delegates administration of retirement plans to the Retirement Committee, a group comprised of our Director of Human Resources, our CFO, our Deputy General Counsel, and the Vice President of Compensation and Benefits in Rockland Trust’s Human Resources Department, each of whom has been determined to have the appropriate expertise, experience, and background to oversee the administration of our retirement plans. While retirement plan administration has been delegated, the Board and the compensation committee continue to determine the nature and amount of executive officer retirement benefits.
Compensation Philosophy
The compensation philosophy of the Company and Rockland Trust rests on two primary principles:
|
•
|
A significant portion of total compensation should vary with our performance in achieving financial and non-financial objectives; and
|
|
•
|
Long-term incentive compensation should be closely aligned with the interests of shareholders.
|
The Company uses a “pay for performance” approach that offers a competitive total rewards package to help create long-term value for our shareholders. Accordingly, annual cash incentive compensation awards to our named executive officers are performance-based and on average, approximately fifty-six percent (56%) of the equity awards made to our named executive officers are performance-based restricted stock awards. In designing compensation programs, and making individual recommendations or decisions, the compensation committee focuses on:
|
•
|
Aligning the interests of executive officers and shareholders;
|
|
•
|
Attracting, retaining, and motivating high-performing employees in a cost-efficient manner; and
|
|
•
|
Creating a high-performance work culture.
|
Independent Bank Corp. 2020 Proxy Statement - 30
The Company's compensation program reflects a mix of fixed and at risk compensation, designed to fairly reward executive officers and align their interests with those of shareholders in an efficient manner. Each element of the Company's compensation program is intended to provide employees with a pay opportunity that is externally competitive and which recognizes individual contributions. The following pie charts depict the pay mix for our named executive officers, as reflected in the Summary Compensation Table:
"Say on Pay" Results
The Company has considered the result of the most recent shareholder “say on pay” advisory vote and the support of our compensation practices it reflects. Of the shares voting on last year's say on pay proposal, 96.61% voted in favor and 3.39% voted against. The Company therefore intends to continue to focus on “pay for performance” in its approach to executive officer compensation and to retain or adjust, as appropriate, the basic elements of the Company’s compensation program in order to support that approach as described in this “Compensation Discussion and Analysis.”
Independent Bank Corp. 2020 Proxy Statement - 31
Use of Peer Groups and Survey Information
The Company periodically reviews executive officer total compensation against a peer group, using the comparison only as a competitive reference point and not as the sole determinative factor when making executive compensation decisions. The compensation committee periodically assesses the relevancy of the companies within the peer group and makes changes when appropriate.
In January 2018 the compensation committee defined the Company’s peer group based upon advice and assistance received from outside compensation consultant Mercer. Based on Mercer's recommendations, peers were selected from public and actively traded banks who satisfied the following criteria: (1) Geographic Criteria: banks headquartered in the Northeast and mid-Atlantic states of Connecticut, Delaware, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, and Vermont; (2) Total Asset Size Criteria: banks with total assets equal to one-half to two times the size of the Company’s total assets, measuring by combining assets with, if applicable, third-party investment assets under administration; and, (3) Market Capitalization Criteria: banks with a market capitalization equal to one-half to two times the Company’s market capitalization. In August 2018 the compensation committee approved the following peer group for purposes of our 2019 executive compensation program:
In September 2019 the compensation committee approved the following peer group for purposes of our 2020 executive compensation program, including our 2020 performance-based restricted stock awards:
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l
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Berkshire Hills Bancorp Inc.
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l
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NBT Bancorp Inc.
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l
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Brookline Bancorp Inc.
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l
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Northwest Bancshares, Inc.
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l
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Cathay General Bancorp
|
l
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Oceanfirst Financial Corp.
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l
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Columbia Banking System Inc.
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l
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Pacific Premier Bancorp Inc.
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l
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Community Bank System, Inc.
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l
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Provident Financial Services Inc.
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l
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Eagle Bancorp Inc.
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l
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S&T Bancorp Inc.
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l
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First Commonwealth Financial Corp.
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l
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Sandy Spring Bancorp Inc.
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l
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First Financial Bancorp /OH/
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l
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TFS Financial Corp.
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l
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First Midwest Bancorp Inc.
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l
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Washington Federal Inc.
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l
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Fulton Financial Corp.
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l
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WSFS Financial Corp.
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l
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Hope Bancorp Inc.
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The compensation committee approved changes using the criteria described above for determining banks for inclusion in the peer group. In approving the September 2019 changes, the compensation committee noted that during the intervening period since August 2018, our asset size changed meaningfully, including as a result of the closing of our acquisition of Blue Hills Bancorp, Inc. effective April 1, 2019. Based on this review, the compensation committee approved changes to the peer group to remove banks that no longer fit, or add banks that better aligned with, the asset size or market capitalization parameters described above for inclusion in the peer group. In addition to reviewing information from the peer group, the compensation committee evaluates executive compensation by reviewing national and regional surveys that cover a broader group of companies.
Independent Bank Corp. 2020 Proxy Statement - 32
Compensation Program Elements
Base Salary
Our compensation committee reviews our executives’ base salaries annually in the first quarter and determines any recommendations for increases based primarily on performance evaluations, the individual’s role and responsibilities, competitive survey data and any recommendations of its independent compensation consultant.
Rockland Trust uses the Korn Ferry Hay Group proprietary job evaluation methodology in establishing competitive salary ranges and midpoints for the executives and officers of Rockland Trust. The Korn Ferry Hay Group conducts market analyses of cash compensation within the banking industry and uses its proprietary job evaluation process to recommend salary midpoints and ranges that reflect competitive factors and maintain internal equity. The Korn Ferry Hay Group makes annual recommendations to the compensation committee regarding market-based changes to salary ranges and merit increase programs, and adjustments to executive salary ranges were made based on the Korn Ferry Hay Group's recommendations.
On April 1, 2019 the Company and Rockland Trust announced that, in conjunction with customary succession planning and the growth arising from the Blue Hills Bank acquisition, the bank named Robert D. Cozzone as Executive Vice President and Chief Operating Officer (Principal Operating Officer) of the Company and Rockland Trust (an approximate 3% increase in base compensation) and Mark J. Ruggiero as Chief Financial Officer (Principal Financial Officer), and Chief Accounting Officer of the Company and Rockland Trust (an approximate 15% increase in base compensation). As a result of Mr. Ruggiero’s appointment as Chief Financial Officer, Mr. Cozzone ceased being the Principal Financial Officer. The Company and Rockland Trust entered into an employment agreement with Mr. Ruggiero, as Chief Financial Officer. The agreement provides Mr. Ruggiero with a specified annual base salary, as well as benefits on the same basis as other similarly situated executives, including eligibility to participate in the Company's Executive Incentive Compensation Plan and the 401(k) Restoration Plan. The agreement is terminable at will by either party and contains the standard provisions for executive officers with respect to severance and other benefits upon certain termination events, as described in the section titled “Executive Officer Employment Agreements”. Rockland Trust also promoted Edward Seksay to Chief Risk Officer and General Counsel (an approximate 9% increase in base compensation). All other base salary increases for our named executive officers were made in accordance with the recommendations that the compensation committee received from Mercer and were generally consistent with the competitive survey data, with such increases ranging from approximately 3% to 6%. These salary increases were effective April 1, 2019.
The salary paid in 2019 to each of our named executive officers is set forth below in column (c) of the Summary Compensation Table.
In early 2020, performance evaluations of Mr. Oddleifson and the other executive officers were completed with respect to their 2019 performance. In early 2020, the Board approved base salary increases for all executive officers based upon the recommendations of the compensation committee which were derived from: in the case of the executive officers other than Mr. Oddleifson, the evaluation of their performance by Mr. Oddleifson; and, in the case of Mr. Oddleifson, the Board's performance evaluation of Mr. Oddleifson.
Annual Cash Incentive Compensation
Our annual cash incentive program for executives is administered under our Executive Incentive Plan Scorecard. On February 27, 2020 the compensation committee approved incentive cash payments to the CEO and the other executive officers pursuant to the Executive Incentive Plan Scorecard for 2019 performance in the amounts set forth below in column (g) of the Summary Compensation Table.
Independent Bank Corp. 2020 Proxy Statement - 33
The compensation committee determined the amount of cash incentive awards by applying the performance criteria set forth in the scorecard which it had approved for use in 2019. The scorecard established a “Target Award” for each named executive officer based upon a percentage of his base salary as follows:
|
Executive Officer
|
Target Percentage
|
|
Christopher Oddleifson
|
Sixty Percent (60%)
|
|
Mark J. Ruggiero
|
Twenty-five Percent (25%)
|
|
Robert D. Cozzone
|
Forty Percent (40%)
|
|
Gerard F. Nadeau
|
Forty Percent (40%)
|
|
Edward H. Seksay
|
Thirty Percent (30%)
|
Applying the scorecard, the compensation committee determined the attainment of performance criteria and amount of cash incentive awards for the named executive officers as follows:
|
•
|
The award for the CEO was determined by the CEO's Target Award multiplied by the combined Company and Peer Performance Adjustment Factors; and
|
|
•
|
Awards for the other named executive officers were determined by their Target Award multiplied by the combined Company and Peer Performance Adjustment Factors and by their Individual Performance Adjustment Factor, within a range from zero to 1.40, based upon an evaluation of individual performance with respect to attainment of major business objectives and other contributions.
|
The scorecard calculated the combined Company and Peer Performance Adjustment Factors by combining them and dividing by two to give each factor equal weighting.
The Company Performance Adjustment Factor is based upon the Company’s 2019 Operating Earnings per Share results within ranges set forth in the scorecard which specified threshold, target, and maximum performance levels, as shown in the chart below. Operating Earnings per Share is a non-GAAP measure. The scorecard defines Operating Earnings per Share as Net Income as reflected in the Company's audited consolidated statement of income on a per share basis, adjusted upwards or downwards as determined by the compensation committee for the after-tax effect of material non-recurring items. The “Operating Earnings per Share” metric used in the scorecard is the same as the “Net Operating Earnings per Diluted Share” metric set forth in the Company Annual Report on Form 10-K for the Company’s fiscal year ended December 31, 2019. Please refer to the Company’s Annual Report on Form 10-K for a reconciliation of Net Operating Earnings to Net Income. The 2019 Target Operating Earnings per Share was $5.37. As disclosed in the Company’s Annual Report on Form 10-K, the actual Operating Earnings per Diluted Share was $5.62.
The range of the Company Performance Adjustment Factor set forth in the scorecard was as follows:
|
|
Threshold
|
Target
|
Maximum
|
|
CEO Range for Company Performance Adjustment Factor
|
Fifty Percent (50%) of Target
|
One Hundred Percent (100%)
|
One Hundred Fifty Percent (150%) of Target
|
|
Range of Company Performance Adjustment Factor for other Named Executive Officers
|
Fifty Percent (50%) of Target
|
One Hundred Percent (100%)
|
One Hundred Twenty Five Percent (125%) of Target
|
Independent Bank Corp. 2020 Proxy Statement - 34
The scorecard determined the Peer Performance Adjustment Factor by the Company's performance compared to peer banks as measured by the publicly available Bank Holding Company Performance Report prepared by the Federal Reserve Board or by any other information deemed appropriate. The Company’s performance with respect to Return on Assets, Return on Equity, Charge-Offs, and Non-Performing Assets was compared with the aggregate performance of peer banks for those measures. The Executive Incentive Plan Scorecard calculated the Peer Performance Adjustment Factor by averaging the Company's performance compared to peer banks within the following ranges:
|
Company's Percentile Performance To Peer
|
Adjustment for Return On Assets Peer Comparison
|
Adjustment for Return on Equity Peer Comparison
|
Adjustment for Charge-Off Peer Comparison
|
Adjustment for Non-Performing Asset Peer Comparison
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|
76-100
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25%
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25%
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-100%
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-100%
|
|
56-75
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12.5%
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12.5%
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-12.5%
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-12.5%
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|
46-55
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0%
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0%
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0%
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0%
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|
26-45
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-12.5%
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-12.5%
|
12.5%
|
12.5%
|
|
0-25
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-100%
|
-100%
|
25%
|
25%
|
Based on the results of the scorecard, the compensation committee accepted the recommendation of management to establish the combined Company and Peer Adjustment Factor at 122.00% for executive officers and 134.00% for the CEO. The Individual Performance factor was adjusted as defined in the plan parameters, up to a maximum of 1.40.
Long-Term Equity Compensation
Equity compensation and stock ownership serve to link the net worth of executive officers to the performance of our common stock and therefore provide an incentive to accomplish the strategic, long-term objectives established by the Company to maximize long-term shareholder returns. Long-term equity compensation grants are also designed to be a retention tool to the individuals to whom they are awarded and are made based on competitive factors, such as equity compensation awarded by peers and amounts that are determined to be appropriate in order to retain key personnel.
Performance-Based and Time Vested Restricted Stock Awards
In February 2019, the Board granted executive officers under the Employee Stock Plan both performance-based restricted stock awards with a three year performance period and time-based restricted stock awards that vest in equal increments over five years. The Board determined the aggregate number of shares granted to executive officers in 2019 through performance-based and time-based equity awards based upon a percentage of their base salary divided by a per share value computed using a trailing thirty day volume-weighted average stock price, exercising discretion to round awarded shares to a whole number. The percentages of base salary as of December 31, 2018 used to determine 2019 long-term incentive grants were as follows: seventy-seven percent (77%) of base salary for the CEO; fifty-five percent (55%) of base salary for the CFO (held at the time of grant by Mr. Cozzone, the Company's former CFO); and between thirty-seven and fifty-five percent (37-55%) of base salary for all other executive officers, with the exception of Mr. Ruggiero, who was not an executive officer at the time of the 2019 grant. Performance-based restricted stock awards comprised, in the aggregate, approximately fifty-six percent (56%) and time vested restricted stock awards approximately forty-four percent (44%) of the 2019 equity awards made to executive officers, reflecting the Company’s continued emphasis on awarding performance-based equity compensation.
The February 2019 performance-based restricted stock awards are subject to vesting based on achievement of specified levels of return on average tangible common equity (“ROATE”), measured over the three-year performance period from January 1, 2019 through December 31, 2021 as compared against our peer group, described above under "Use of Peer Groups and Survey Information", subject to adjustment. If the Company’s ROATE during the performance period is (i) less than the 25th percentile of the peer group, no restricted shares shall vest, (ii) equal to the 25th percentile of the peer group (“Threshold Performance”), then 25% of the restricted shares shall vest, (iii) equal to the 50th percentile of the peer group (“Median Performance”), then 50% of the restricted shares shall vest or (iv) equal to or greater than the 75th percentile of the peer group (“Maximum Performance”), then 100% of the restricted shares shall vest. If ROATE is between the Threshold Performance and Median Performance or between Median Performance
Independent Bank Corp. 2020 Proxy Statement - 35
and Maximum Performance, then the amount of restricted shares that shall vest shall be determined by linear interpolation on a straight line basis rounded to the nearest whole share. The initial allocation between performance share and time based equity awards for the CEO and other executive officers is determined based on Median Performance, with the performance share allotment then doubled for the performance share award to provide for the possibility of achieving Maximum Performance. Notwithstanding the foregoing, no performance-based restricted shares will vest if the Company’s tangible book value measured as of the end of the performance period does not exceed tangible book value measured as of the first day of the performance period.
See the Grants of Plan-Based Awards table below for additional information regarding the performance-based restricted stock awards and time vested restricted stock awards granted to our named executive officers in 2019.
Incentive Compensation Recovery Policy
The Company has adopted an Incentive Compensation Recovery Policy which provides that, if the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, the Company will have the right, to the extent permitted by law, to recover any cash incentive compensation or performance-based equity awards paid during the three-year period preceding the date on which the Company is required to prepare the accounting restatement to any executive officer whose intentional misconduct caused the accounting restatement. The Incentive Compensation Recovery Policy does not apply to an accounting restatement arising from a change in accounting principles.
The policy directs the compensation committee to review incentive compensation paid to executive officers in the prior three years on the basis of having met or exceeded performance targets which are reduced by the accounting restatement and then to make a recommendation to the Board for approval with respect to the recovery of incentive compensation. The policy provides that the amount of incentive compensation recovery shall be no more than the difference between the amount paid and the amount that would have been paid based upon the accounting restatement. The policy states that the compensation committee and the Board will exercise their business judgment and discretion in the fair application of the Incentive Compensation Recovery Policy and consider all relevant factors in determining whether the Company will seek to recover incentive compensation from executive officers and the amount, timing, and form of any incentive compensation recovery.
Executive Stock Ownership Guidelines
The Company has established stock ownership guidelines for its executive officers. Executive officers are required to own common stock with a value equal to a designated multiple of their base salary, as follows:
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Position
|
Stock Ownership Requirement
|
|
Chief Executive Officer of the Company
|
3x annual base salary
|
|
President of Rockland Trust
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2x annual base salary
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|
Chief Financial Officer
|
2x annual base salary
|
|
Executive Vice President
|
2x annual base salary
|
|
All Other Executive Officers
|
1x annual base salary
|
Individuals have until the end of the calendar year following the fifth anniversary of their date of hiring or promotion to an executive officer position to satisfy these guidelines. The following are counted towards an individual’s ownership: shares directly held by the individual and those held jointly with another person, stock held in a retirement or deferred compensation account, unvested time-based restricted shares and stock held in a trust of which the individual is both trustee and beneficiary. Stock options and performance-based restricted stock awards are not counted towards the ownership requirements. Each of our executive officers satisfies our stock ownership guidelines. Information about the stock ownership of named executive officers as of December 31, 2019 is provided in the table below entitled “Stock Ownership and Other Matters.”
Independent Bank Corp. 2020 Proxy Statement - 36
Retirement Benefits
Nonqualified Retirement Plans for Executive Officers
The Company has for many years maintained a nonqualified retirement program for executive officers.
In 2001, the Board approved a nonqualified defined benefit supplemental executive retirement plan (the “Rockland SERP”) to help accomplish the objectives of its nonqualified executive officer retirement program, with the assets used to fund the actuarial accrued liability of the Rockland SERP held in a Rabbi Trust. Benefits for the original executive officer participants were originally calculated in 2001 when the Rockland SERP was established. Benefits for additional individual executive officers were calculated as they were added as participants to the Rockland SERP in subsequent years.
During 2014 the compensation committee worked with a compensation consultant, Mercer, to review peer practices, evaluate the Rockland SERP and other nonqualified retirement program alternatives, and design and implement a new nonqualified retirement plan for executive officers. On December 11, 2014 the Board, based upon compensation committee recommendations, voted to amend the Company’s nonqualified retirement program for executive officers by:
|
•
|
Freezing the Rockland SERP by closing it to new participants and making no further adjustments to benefits after confirming the annual benefit for each SERP participant as of December 31, 2014; and,
|
|
•
|
Adopting the Rockland Trust Company 401(k) Restoration Plan (the “Restoration Plan”) effective as of January 1, 2015.
|
In freezing the Rockland SERP the Board confirmed and approved the following annual benefits pursuant to the terms and conditions of the Rockland SERP for the executive officer participants, including the named executive officers listed below, as of December 31, 2014, computed as an annual benefit payable under the SERP upon a participant’s attainment of age 65, based on a 10 Year Certain Single Life Annuity (as defined in the Rockland SERP):
|
Participant
|
Annual Benefit Payable
|
|
Christopher Oddleifson
|
$487,427
|
|
Gerard F. Nadeau
|
$169,790
|
|
Edward H. Seksay
|
$120,992
|
There was no change to the annual Rockland SERP benefits for Mr. Oddleifson, Mr. Nadeau or Mr. Seksay from the annual benefit amount last calculated in 2008 or to the annual Rockland SERP benefits previously established for retired executive officers. Mr. Cozzone and Mr. Ruggiero are not participants in the Rockland SERP, as they were promoted to executive officer positions subsequent to the Board's evaluation of the Rockland SERP.
The Restoration Plan is a defined contribution plan intended to restore to each participant the matching and discretionary contributions which would have been made to the existing Rockland Trust 401(k) plan on a participant’s behalf but were prohibited due to Internal Revenue Code limitations. The Restoration Plan defines “Compensation” as compensation as defined in Rockland Trust’s 401(k) plan, plus annual cash incentive compensation paid during the Plan year, but excluding any discretionary bonuses. The Board approved the participants in the Restoration Plan, including each of our named executive officers and, effective as of January 1, 2015, the making of restoration contributions on their behalf pursuant to the terms and conditions of the Restoration Plan. For Mr. Cozzone, who is not a participant in the Rockland SERP, the Board also approved discretionary contributions representing five percent of Compensation (as defined in the Restoration Plan) for each year beginning in 2015 in which he participates in the Restoration Plan. Mr. Ruggiero was not eligible to participate in the Restoration Plan during 2019.
Independent Bank Corp. 2020 Proxy Statement - 37
In June 2014, the Board adopted the Independent Bank Corp. and Rockland Trust Company Nonqualified Deferred Compensation Plan (the “Nonqualified Deferred Compensation Plan”). The Nonqualified Deferred Compensation Plan permitted certain highly compensated employees of the Company and/or Rockland Trust, a group which includes, but is not limited to, the named executive officers, to defer receipt of all or a portion of their yearly cash incentive awards. Participants were able to defer annual incentive compensation awards commencing with awards paid for the 2014 fiscal year. In January 2018, the Nonqualified Deferred Compensation Plan was amended to permit deferral of annual base salary in addition to yearly cash incentive awards, a feature that was previously in place under the Restoration Plan.
Qualified Retirement Plans for Executive Officers
In 2006, the Company undertook an in depth analysis of Rockland Trust's Defined Benefit Plan which, at that point, provided a normal retirement benefit equal to (a) 2% of final average compensation less (b) 0.65% of covered compensation as defined for Social Security purposes times (c) years of service up to 25. For participants who had completed 20 or more years of service, an additional benefit of 0.5% times final average compensation times service in excess of 25 years, but not exceeding ten additional years, was provided. As a result of the changing demographics of the workplace and the need for predictability of future retirement expenses, on July 1, 2006, benefit accruals under the Defined Benefit Plan were discontinued for all employees. The benefit accruals for all qualified Rockland Trust employees, including the named executive officers, were therefore frozen at that point in time.
After considering alternative plan designs, long term costs, and competitive offerings, a non-discretionary defined contribution benefit was added as of July 1, 2006 to Rockland Trust's existing 401(k) Savings and Stock Ownership Plan. For each plan participant, the Company contributes five percent (5%) of qualified compensation up to the Social Security taxable wage base and ten percent (10%) of amounts in excess of covered compensation up to the maximum Internal Revenue Service ("IRS") limit for qualified plan compensation. These contributions were designed to be consistent with IRS and Employee Retirement Income Security Act safe harbor provisions for non discrimination to non highly compensated employees. Sentinel Benefits, a compensation and benefit consultant firm, provided actuarial and advisory services to assist the Company in the retirement plan decision made in 2006. The defined contribution benefit applies to all qualified Rockland Trust employees, including the named executive officers.
The actuarially determined present values of the named executive officers' retirement benefits as of the end of last year are reported below in the section entitled “Pension Benefits.” The holdings of named executive officers in our nonqualified defined contribution plans as of the end of last year are reported below in the section entitled “Nonqualified Deferred Compensation.”
Employment Agreements
The Company and/or Rockland Trust have entered into employment agreements with the CEO and the other named executive officers, which are summarized below, to ensure the continuity of executive leadership, to clarify the roles and responsibilities of executives, and to make explicit the terms and conditions of executive employment. Provisions concerning a change of control of the Company, and terms of compensation in that event, are included in these employment agreements. The change of control language in employment agreements is designed to ensure that executives devote their full energy and attention to the best long term interests of the shareholders in the event that business conditions or external factors make consideration of a change of control appropriate. Each employment agreement contains a one year post-employment nonsolicitation obligation, with the CEO additionally being subject to a one year post-employment noncompetition obligation. Any executive who breaches these covenants forfeits any future payments or benefits.
Independent Bank Corp. 2020 Proxy Statement - 38
CEO Employment Agreement
The Company and Rockland Trust have had an employment agreement with Mr. Oddleifson for him to serve as President and CEO of the Company and Rockland Trust since 2003. In accordance with market practices for bank CEO employment agreements in 2003, Mr. Oddleifson’s employment agreement provides that he will be entitled to a tax gross up for any amounts paid to him in excess of Internal Revenue Code Section 280G limitations.
The agreement provides that in the event of (i) an involuntary termination of Mr. Oddleifson's employment by the Company or Rockland Trust for reasons other than cause, as defined in the agreement, death or disability, as defined in the agreement, or (ii) a resignation by Mr. Oddleifson for “good reason,” as defined in the agreement, Mr. Oddleifson would:
|
•
|
receive, in a lump sum, an amount equal to three times his then current Base Salary;
|
|
•
|
be entitled to continue to participate in and receive benefits under the Company's group health and life insurance programs for 18 months;
|
|
•
|
receive immediate vesting of all stock options which would generally remain exercisable for the three months following termination;
|
|
•
|
have continued use of his Company-owned automobile for 18 months; and
|
|
•
|
receive an additional 18 months of service credit in the Rockland SERP.
|
Resignation for “good reason” under the employment agreement means, among other things, the resignation of Mr. Oddleifson within four months after (i) the Company or Rockland Trust, without the express written consent of Mr. Oddleifson, materially breaches the agreement to his substantial detriment; (ii) the Board of the Company or of Rockland Trust, without cause, substantially changes Mr. Oddleifson's core duties or removes his responsibility for those core duties, so as to effectively cause him to no longer be performing the duties of President and CEO of the Company; or (iii) the Board of the Company or of Rockland Trust without cause, places another executive above Mr. Oddleifson in the Company or Rockland Trust. Mr. Oddleifson is required to give the Company or Rockland Trust 30 business days notice and an opportunity to cure in the case of a resignation for "good reason."
In the event of a termination of Mr. Oddleifson's employment by the Company due to disability, Mr. Oddleifson would be entitled to be paid an amount equal to the greater of fifty percent of his base salary or any benefits received under the Company’s disability insurance program and continued participation for 12 months in insurance programs and an additional twelve months of service credit in the Rockland SERP.
In the event of a termination of Mr. Oddleifson's employment by the Company or Rockland Trust “for cause,” as defined in the agreement, Mr. Oddleifson would forfeit benefits under the Rockland SERP and would lose the right to exercise his stock options.
In the event of a change of control, as defined in the agreement, following which Mr. Oddleifson (i) is terminated for reasons other than cause, death or disability, or (ii) resigns from employment for any reason, Mr. Oddleifson is entitled to a lump sum of three years base salary plus three times the greater of (x) the amount of any incentive payment paid out within the 12 months prior to the termination under the Executive Incentive Plan Scorecard or (y) the amount of any incentive payment paid out during the 12 months prior to such change of control under the Executive Incentive Plan Scorecard, plus continued participation in health and life insurance benefits for a three year period. The Company is obligated to credit and fund three years additional service in the Rockland SERP and Mr. Oddleifson is entitled to a tax gross up for any amounts in excess of Internal Revenue Code Section 280G limitations. Mr. Oddleifson's stock options will become fully exercisable in the event of a change in control, and will remain exercisable for three months following termination, in accordance with the relevant stock option agreement.
Independent Bank Corp. 2020 Proxy Statement - 39
Executive Officer Employment Agreements
The Company and Rockland Trust (in the case of those individuals who are also officers of the Company) has entered into employment agreements with its other executive officers that are, in substance, virtually identical with the exception that one agreement provides for 24 months of change in control benefits and the other agreements provide for 36 months of change of control benefits.
Most agreements generally provide that if an executive officer is terminated involuntarily for any reason other than "cause," as defined in the agreements, death, or disability, as defined in the agreements, or if an executive officer resigns for “good reason,” as defined in the agreements, he or she would be entitled to:
|
•
|
receive his/her then current base salary for 12 months;
|
|
•
|
participate in and receive benefits under Rockland Trust's group health and life insurance programs for 12 months or, to receive a payment equal to the cost to Rockland Trust for the executive officer's participation in such plans and benefits with a gross up for taxes; and,
|
|
•
|
have all stock options previously granted immediately become fully exercisable and remain exercisable generally for a period of three months following his/her termination.
|
Resignation for “good reason” under the employment agreements means, among other things, the resignation of an executive officer within four months after (i) Rockland Trust, without the express written consent of the executive officer, materially breaches the agreement to his/her substantial detriment; or (ii) the Rockland Trust Board of Directors, or its President and CEO, without cause, substantially changes the executive officer's core duties or removes his/her responsibility for those core duties, so as to effectively cause him/her to no longer be performing the duties for which he/she was hired. Each executive officer is required to give Rockland Trust 30 business days notice and an opportunity to cure in the case of a resignation for "good reason."
If an executive officer is terminated following a change of control, as defined in the agreements, for any reason other than "cause," death or disability, or if such executive officer resigns from employment for any reason during the 30 day period immediately following the first anniversary of the effective date of a change of control, he/she shall receive a lump sum payment equal to either 24 or 36 months salary, plus a lump sum payment equal to either two or three times the greater of (x) the amount of any incentive payment paid out within the previous 12 months under the Executive Incentive Plan Scorecard or (y) the amount of any incentive payment paid out during the 12 months prior to such change of control under the Executive Incentive Plan Scorecard. For executive officers who participate in the Rockland SERP, the Company is obligated to credit and fund three (3) years additional service in the Rockland SERP. The executive officer may continue to participate in and receive benefits under Rockland Trust's group health and life insurance programs for 36 months or, to the extent such plans or benefits are discontinued and no comparable plans or benefits are established, to receive a payment equal to the cost to Rockland Trust for the executive officer's participation in such plans and benefits with a gross up for taxes. These amounts are subject to the limits of Section 280G of the Internal Revenue Code and will be rolled back to an amount less than the limit. All stock options awarded to the Company's other executive officers will become fully exercisable in the event of a change in control, and will remain exercisable for three months following terminations, in accordance with the relevant stock option agreements.
Independent Bank Corp. 2020 Proxy Statement - 40
CEO and Executive Officer Restricted Stock Award Agreements
Through 2017, the time vested restricted stock award agreements that the Company entered into with the CEO and other executive officers provided for the immediate vesting of any unvested restricted stock in the event of an involuntary termination due to death or disability, termination for reasons other than “cause” or resignation for “good reason” as those terms are defined in their employment agreements. In 2018 the Company revised the form of time vested restricted stock award agreements used for the CEO and other executive officers to provide that, in the event of an involuntary termination due to death or disability, or termination for reasons other than “cause” or resignation for “good reason”, the CEO and/or executive officer will vest in the number of shares scheduled to vest in the year of the separation event prorated to reflect the number of days he or she was employed during that year. The performance based restricted stock agreements for the CEO and other executive officers provide that, in the event of an involuntary termination due to death or disability, termination for reasons other than “cause” or resignation for “good reason”, as those terms are defined in their employment agreements, an executive officer will vest in the number of shares earned based on actual performance achievement as measured at the end of the performance period, if any, prorated to reflect the number of days he or she was employed during the relevant performance period, with any earned shares to be paid out at the time they are paid out generally to other grantees. The performance based restricted stock agreements for the CEO and other executive officers provide that performance-based shares are forfeited in the event of a termination for “cause” or resignation without “good reason,” as those terms are defined in their employment agreements. The time vested restricted stock agreements and performance-based restricted stock agreements for the CEO and other executive officers provide for immediate vesting of equity awards, without regard to either the time vesting schedule or performance achievement, upon a “change in control” as defined by those agreements.
CEO Pay Ratio Disclosure
As required by law we provide the following information about the relationship of the median annual total compensation of our employees and the annual total compensation of our CEO, Christopher Oddleifson. As there has been no change in our employee population or compensation arrangements in the past year that we believe would significantly impact the pay ratio disclosure, we are using the same median employee identified in 2017. For 2017, we selected December 28, 2017 as the date we would use to identify our median employee. As of this date, our employee population consisted of approximately 1,194 individuals, comprised of full-time, part-time, and temporary exempt and non-exempt (i.e., paid hourly) employees.
To identify the "median employee" from our employee population, we compared the amount of salary and wages of our entire employee population as reflected in our payroll records as reported to the IRS on Form W-2 for 2017.
As reflected in the Summary Compensation Table, Mr. Oddleifson had total compensation in 2019 of $3,719,674. In 2019, the annual total compensation of our median employee identified in 2017 was $73,293. Mr. Oddleifson’s 2019 annual compensation, therefore, was approximately 51 times that of the median annual compensation for all employees. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules and guidance.
Because the rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the CEO pay ratio reported by other companies may not be comparable to the ratio we are reporting.
Prohibition on Hedging and Pledging
Our executive officers and directors are not permitted to hedge their economic exposure to Company stock, to hold their ownership interests in Company stock in a margin account or to otherwise pledge their Company stock as collateral for a loan. A more detailed description of our prohibition on hedging and pledging is included in the "Anti-Hedging and Anti-Pledging Policy" section on page 12 and is incorporated in this CD&A by reference.
Independent Bank Corp. 2020 Proxy Statement - 41
Table of Potential Benefits Payable Upon Termination or Change in Control
The following table quantifies the benefits that would have been payable to our named executive officers under their employment agreements and stock award agreements, as if the event described to trigger their benefits had occurred as of December 31, 2019:
|
|
|
Termination
|
|
|
Net Termination
|
||||||||||
|
|
|
Without Cause
|
Termination
|
Termination
|
Benefit Due to
|
||||||||||
|
|
Termination
|
or Resignation
|
Due to
|
Due to
|
a Change of
|
||||||||||
|
Name
|
for Cause
|
for Good Reason
|
Disability
|
Death
|
Control (1)
|
||||||||||
|
Christopher Oddleifson
|
|
|
|
|
|
||||||||||
|
Severance
|
$
|
—
|
|
$
|
2,325,000
|
|
$
|
387,500
|
|
$
|
—
|
|
$
|
4,568,160
|
|
|
Equity award acceleration
|
—
|
|
1,688,477
|
|
1,688,477
|
|
1,688,477
|
|
2,804,027
|
|
|||||
|
Medical benefits
|
—
|
|
22,948
|
|
15,298
|
|
—
|
|
45,895
|
|
|||||
|
Perquisites
|
—
|
|
8,160
|
|
—
|
|
—
|
|
—
|
|
|||||
|
Additional service credit in SERP
|
—
|
|
519,007
|
|
346,005
|
|
—
|
|
1,038,014
|
|
|||||
|
Income tax gross up
|
—
|
|
—
|
|
—
|
|
—
|
|
2,886,757
|
|
|||||
|
Total
|
$
|
—
|
|
$
|
4,563,592
|
|
$
|
2,437,280
|
|
$
|
1,688,477
|
|
$
|
11,342,853
|
|
|
Mark J. Ruggiero
|
|
|
|
|
|
||||||||||
|
Severance
|
$
|
—
|
|
$
|
270,000
|
|
$
|
—
|
|
$
|
—
|
|
$
|
749,580
|
|
|
Equity award acceleration
|
—
|
|
115,634
|
|
115,634
|
|
115,634
|
|
206,460
|
|
|||||
|
Medical benefits
|
—
|
|
15,298
|
|
—
|
|
—
|
|
91,243
|
|
|||||
|
Perquisites
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
280G cutback
|
—
|
|
—
|
|
—
|
|
—
|
|
(106,066
|
)
|
|||||
|
Total
|
$
|
—
|
|
$
|
400,932
|
|
$
|
115,634
|
|
$
|
115,634
|
|
$
|
941,217
|
|
|
Robert D. Cozzone
|
|
|
|
|
|
||||||||||
|
Severance
|
$
|
—
|
|
$
|
437,500
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2,209,200
|
|
|
Equity award acceleration
|
—
|
|
570,762
|
|
570,762
|
|
570,762
|
|
987,345
|
|
|||||
|
Medical benefits
|
—
|
|
12,247
|
|
—
|
|
—
|
|
73,045
|
|
|||||
|
Perquisites
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
280G cutback
|
—
|
|
—
|
|
—
|
|
—
|
|
(884,643
|
)
|
|||||
|
Total
|
$
|
—
|
|
$
|
1,020,509
|
|
$
|
570,762
|
|
$
|
570,762
|
|
$
|
2,384,947
|
|
|
Gerard F. Nadeau
|
|
|
|
|
|
||||||||||
|
Severance
|
$
|
—
|
|
$
|
437,750
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2,210,463
|
|
|
Equity award acceleration
|
—
|
|
671,994
|
|
671,994
|
|
671,994
|
|
1,485,073
|
|
|||||
|
Medical benefits
|
—
|
|
12,247
|
|
—
|
|
—
|
|
73,045
|
|
|||||
|
Additional service credit in SERP
|
—
|
|
—
|
|
—
|
|
—
|
|
182,601
|
|
|||||
|
280G cutback
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
Total
|
$
|
—
|
|
$
|
1,121,991
|
|
$
|
671,994
|
|
$
|
671,994
|
|
$
|
3,951,182
|
|
|
Edward H. Seksay
|
|
|
|
|
|
||||||||||
|
Severance
|
$
|
—
|
|
$
|
375,000
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,701,450
|
|
|
Equity award acceleration
|
—
|
|
334,332
|
|
334,332
|
|
334,332
|
|
574,425
|
|
|||||
|
Medical benefits
|
—
|
|
15,298
|
|
—
|
|
—
|
|
91,243
|
|
|||||
|
Additional service credit in SERP
|
—
|
|
—
|
|
—
|
|
—
|
|
247,092
|
|
|||||
|
280G cutback
|
—
|
|
—
|
|
—
|
|
—
|
|
(567,523
|
)
|
|||||
|
Total
|
$
|
—
|
|
$
|
724,630
|
|
$
|
334,332
|
|
$
|
334,332
|
|
$
|
2,046,687
|
|
(1) Pursuant to the terms of the equity award agreements, grants made under the 2005 Employee Stock Plan fully vest upon a change in control whether or not the executive's employment is terminated.
For purposes of computing any Internal Revenue Code Section 280G limitation or gross-up, we used the five year period ending December 31, 2018.
Independent Bank Corp. 2020 Proxy Statement - 42
Tabular Disclosures Regarding Executive Officers
The following tables provide compensation information for the CEO, CFO, and the Company's named executive officers in 2019.
(1) The assumptions used in the valuation for the awards reported in the Stock Awards column (column (e)) can be found in the Stock-Based Compensation section of the Notes to Consolidated Financial Statements filed as part of the Company’s 2019 Annual Report on Form 10-K.
(2) The amount listed in column (e) represent the aggregate grant date fair value of the time-based and performance-based restricted stock awards calculated in accordance with ASC 718. The portion of the amount in column (e) attributable to performance-based restricted shares represents the value at the grant date assuming the probable outcome of performance conditions, which is assumed at the maximum value. The value of each named executive officer’s performance-based restricted stock award at the grant date assuming the highest level of performance achievement, or maximum value, is as follows: Mr. Oddleifson, $494,833, Mr. Cozzone, $192,901, Mr. Nadeau, $201,288, Mr. Seksay, $109,031. Mr. Ruggiero did not receive performance-based restricted stock awards in 2019 as he was not an executive officer at the time of grant.
(3) The amounts listed in column (g) represent the cash payments which the Board approved for performance in these years pursuant to the Executive Cash Incentive Plan.
(4) The amounts in column (h) represent the aggregate change in the actuarial present value of the individual’s accumulated benefits under Rockland Trust’s frozen defined benefit plan and under the Rockland SERP. In 2018, the change in actual present value of accumulated benefits for Mr. Oddleifson under Rockland Trust’s frozen defined benefit plan was a negative amount of $(6,000), which was offset by a $9,013 increase in the change in actual present value of his accumulated benefits under the Rockland SERP. The change in actuarial present value of accumulative benefits for each of the other named executive officers in 2018 under Rockland Trust’s frozen defined benefit plan and the Rockland SERP was negative and therefore omitted from the table. These negative values were aggregated as follows: Mr. Cozzone, $(13,000); Mr. Nadeau $(111,421); and Mr. Seksay $(12,918).
The Restoration Plan does not provide for above-market earnings and therefore are not included in column (h) above.
Independent Bank Corp. 2020 Proxy Statement - 43
(5) The amounts in column (i) include the income attributable to dividends on Restricted Stock Awards, 401(k) matching contributions, and employer contributions under the Restoration Plan. These non-perquisite benefits are identified below:
|
|
Dividends on Restricted Stock Awards
|
401(k) Plan Employer Contributions
|
401(k) Restoration Plan Contributions
|
||||||
|
Christopher Oddleifson
|
$
|
20,658
|
|
$
|
25,555
|
|
$
|
137,092
|
|
|
Mark Ruggiero
|
$
|
3,212
|
|
$
|
21,183
|
|
$
|
—
|
|
|
Robert Cozzone
|
$
|
6,749
|
|
$
|
24,529
|
|
$
|
82,450
|
|
|
Gerard Nadeau
|
$
|
8,171
|
|
$
|
25,555
|
|
$
|
50,305
|
|
|
Edward Seksay
|
$
|
4,043
|
|
$
|
25,555
|
|
$
|
28,658
|
|
The only individual with 2019 perquisite/personal benefits which exceed $10,000 is Mr. Seksay. The only perquisite benefit provided to Mr. Seksay is a Company-owned car (total cost to the Company of $10,785 for 2019), which is reflected in column (i). Excluded from this column are perquisites for other named executive officers, the aggregate cost of which for each such executive did not exceed $10,000.
(6) During 2019, Mr. Cozzone served as our CFO from January 1, 2019 through March 31, 2019 and as our COO from April 1, 2019 through December 31, 2019, and Mr. Ruggiero served as our SVP, Chief Accounting Officer and Controller from January 1, 2019 through March 31, 2019 and as our CFO from April 1, 2019 through December 31, 2019. Compensation information for 2017 and 2018 is not provided for Mr. Ruggiero because he has not previously been a named executive officer.
GRANTS OF PLAN-BASED AWARDS
The following table provides information relating to the grants of plan based awards during 2019. "Grant Date" refers to the date of stock awards granted during 2019. The grant date fair value of stock awards was calculated, in accordance with the 2005 Employee Plan, as the average of the high and low trading prices on the date of grant for each restricted share granted.
|
|
|
|
|
|
|
|
|
All Other
|
All Other
|
|
Grant
|
||||||||||||
|
|
|
|
|
|
|
|
|
Stock
|
Option
|
|
Date
|
||||||||||||
|
|
|
|
|
|
|
|
|
Awards:
|
Awards:
|
Exercise
|
Fair
|
||||||||||||
|
|
|
|
|
|
|
|
|
Number
|
Number
|
or Base
|
Value of
|
||||||||||||
|
|
|
Estimated Future
|
Estimated Future
|
of Shares
|
of Securities
|
Price of
|
Equity-
|
||||||||||||||||
|
|
|
Payouts Under Non-Equity
|
Payouts Under
|
of Stock
|
Underlying
|
Option
|
Based
|
||||||||||||||||
|
|
|
Incentive Plan Awards (1)
|
Equity Incentives Plan Awards (2)
|
or Units
|
Options
|
Awards
|
Awards (3)
|
||||||||||||||||
|
Name
|
Grant Date
|
Threshold
|
Target
|
Maximum
|
Threshold (#)
|
Target (#)
|
Maximum (#)
|
(#)
|
(#)
|
($/SH)
|
|
||||||||||||
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
(k)
|
(l)
|
||||||||||||
|
Christopher Oddleifson
|
2/21/2019
|
$
|
232,500
|
|
$
|
465,000
|
|
$
|
767,250
|
|
1,475
|
|
2,950
|
|
5,900
|
|
4,450
|
|
—
|
—
|
$
|
868,055
|
|
|
Mark Ruggiero
|
2/21/2019
|
$
|
33,750
|
|
$
|
67,500
|
|
$
|
118,125
|
|
—
|
|
—
|
|
—
|
|
750
|
|
—
|
—
|
$
|
62,903
|
|
|
Robert Cozzone
|
2/21/2019
|
$
|
87,500
|
|
$
|
175,000
|
|
$
|
306,250
|
|
575
|
|
1,150
|
|
2,300
|
|
1,700
|
|
—
|
—
|
$
|
335,480
|
|
|
Gerard Nadeau
|
2/21/2019
|
$
|
87,550
|
|
$
|
175,100
|
|
$
|
306,425
|
|
600
|
|
1,200
|
|
2,400
|
|
1,800
|
|
—
|
—
|
$
|
352,254
|
|
|
Edward Seksay
|
2/21/2019
|
$
|
56,250
|
|
$
|
112,500
|
|
$
|
196,875
|
|
325
|
|
650
|
|
1,300
|
|
950
|
|
—
|
—
|
$
|
188,708
|
|
(1) The amounts reported in the Target column represent each named executive officer’s Target Award under the Executive Incentive Plan Scorecard. The amounts reported in the Threshold column were calculated for each named executive officer assuming that threshold performance was attained for both the Company Performance and Peer Performance Adjustment Factors and, other than for our CEO, assuming the Individual Performance Factor was attained at 100%. The amounts reported in the Maximum column were calculated for each named executive officer assuming that maximum performance was attained for both the Company Performance and Peer Performance Adjustment Factors and the Individual Performance Factor was attained at the maximum of 140% (or in the case of our CEO, the maximum of 1.20 times the amount equal to the product of his Target Award multiplied by the maximum Bank Performance Adjustment Factor). See column (g) in the Summary Compensation Table for the actual incentive award paid to each named executive officer.
Independent Bank Corp. 2020 Proxy Statement - 44
(2) These amounts represent the threshold, target and maximum number of shares that each named executive officer may earn with respect to the performance-based restricted share awards granted in 2019 subject to achievement of specified levels of ROATE as compared to the peer group as described in the Compensation Discussion and Analysis under Performance-Based and Time Vested Restricted Stock Awards.
(3) The grant date fair value per share for these performance-based and time-based restricted stock awards was $83.87.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
The table set forth below contains individual equity awards that were outstanding as of December 31, 2019 for the named executive officers:
|
|
Option Awards
|
Stock Awards
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
Equity
|
Equity
|
|||||||
|
|
|
|
Equity
|
|
|
|
|
|
Incentive
|
Incentive
|
|||||||
|
|
|
|
Incentive
|
|
|
|
|
|
Plan Awards:
|
Plan Awards:
|
|||||||
|
|
|
|
Plan Awards:
|
|
|
|
|
Market
|
Number of
|
Market or
|
|||||||
|
|
Number of
|
Number of
|
Number of
|
|
|
Number of
|
Value of
|
Unearned
|
Payout Value
|
||||||||
|
|
Securities
|
Securities
|
Securities
|
|
|
Shares
|
Shares
|
Shares,
|
of Unearned
|
||||||||
|
|
Underlying
|
Underlying
|
Underlying
|
Option
|
|
or Units
|
or Units
|
Units or
|
Shares, Units or
|
||||||||
|
|
Unexercised
|
Unexercised
|
Unexercised
|
Exercise
|
Option
|
of Stock
|
of Stock
|
Other Rights
|
Other Rights
|
||||||||
|
|
Options
|
Options
|
Unearned
|
Price
|
Expiration
|
That Have
|
That Have
|
That Have
|
That Have
|
||||||||
|
Name (9)
|
Exercisable (#)
|
Unexercisable
|
Options
|
($/SH)
|
Date
|
Not Vested (#)
|
Not Vested
|
Not Vested (#)
|
Not Vested
|
||||||||
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
||||||||
|
Christopher Oddleifson
|
|
|
|
|
|
1,722
|
|
(2)
|
$
|
143,357
|
|
|
|
|
|||
|
|
|
|
|
|
2,990
|
|
(3)
|
$
|
248,918
|
|
|
|
|
||||
|
|
|
|
|
|
2,700
|
|
(4)
|
$
|
224,775
|
|
|
|
|
||||
|
|
|
|
|
|
3,720
|
|
(5)
|
$
|
309,690
|
|
|
|
|
||||
|
|
|
|
|
|
4,450
|
|
(6)
|
$
|
370,463
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
6,000
|
|
(7)
|
$
|
424,200
|
|
||||
|
|
|
|
|
|
|
|
|
6,200
|
|
(8)
|
$
|
516,150
|
|
||||
|
|
|
|
|
|
|
|
|
5,900
|
|
(9)
|
$
|
491,175
|
|
||||
|
Mark Ruggiero
|
|
|
|
|
|
220
|
|
(1)
|
$
|
18,315
|
|
|
|
|
|||
|
|
|
|
|
|
400
|
|
(3)
|
$
|
33,300
|
|
|
|
|
||||
|
|
|
|
|
|
510
|
|
(4)
|
$
|
42,458
|
|
|
|
|
||||
|
|
|
|
|
|
600
|
|
(5)
|
$
|
49,950
|
|
|
|
|
||||
|
|
|
|
|
|
750
|
|
(6)
|
$
|
62,438
|
|
|
|
|
||||
|
Robert Cozzone
|
|
|
|
|
|
460
|
|
(2)
|
$
|
38,295
|
|
|
|
|
|||
|
|
|
|
|
|
820
|
|
(3)
|
$
|
68,265
|
|
|
|
|
||||
|
|
|
|
|
|
960
|
|
(4)
|
$
|
79,920
|
|
|
|
|
||||
|
|
|
|
|
|
1,320
|
|
(5)
|
$
|
109,890
|
|
|
|
|
||||
|
|
|
|
|
|
1,700
|
|
(6)
|
$
|
141,525
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
2,100
|
|
(7)
|
$
|
148,470
|
|
||||
|
|
|
|
|
|
|
|
|
2,200
|
|
(8)
|
$
|
183,150
|
|
||||
|
|
|
|
|
|
|
|
|
2,300
|
|
(9)
|
$
|
191,475
|
|
||||
Independent Bank Corp. 2020 Proxy Statement - 45
|
|
Option Awards
|
Stock Awards
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
Equity
|
Equity
|
||||||||||||
|
|
|
|
Equity
|
|
|
|
|
|
Incentive
|
Incentive
|
||||||||||||
|
|
|
|
Incentive
|
|
|
|
|
|
Plan Awards:
|
Plan Awards:
|
||||||||||||
|
|
|
|
Plan Awards:
|
|
|
|
|
Market
|
Number of
|
Market or
|
||||||||||||
|
|
Number of
|
Number of
|
Number of
|
|
|
Number of
|
Value of
|
Unearned
|
Payout Value
|
|||||||||||||
|
|
Securities
|
Securities
|
Securities
|
|
|
Shares
|
Shares
|
Shares,
|
of Unearned
|
|||||||||||||
|
|
Underlying
|
Underlying
|
Underlying
|
Option
|
|
or Units
|
or Units
|
Units or
|
Shares, Units or
|
|||||||||||||
|
|
Unexercised
|
Unexercised
|
Unexercised
|
Exercise
|
Option
|
of Stock
|
of Stock
|
Other Rights
|
Other Rights
|
|||||||||||||
|
|
Options
|
Options
|
Unearned
|
Price
|
Expiration
|
That Have
|
That Have
|
That Have
|
That Have
|
|||||||||||||
|
Name
|
Exercisable (#)
|
Unexercisable
|
Options
|
($/SH)
|
Date
|
Not Vested (#)
|
Not Vested
|
Not Vested (#)
|
Not Vested
|
|||||||||||||
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
|||||||||||||
|
Gerard Nadeau
|
6,500
|
|
—
|
|
—
|
|
$
|
27.43
|
|
2/17/2021
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
700
|
|
(2)
|
$
|
58,275
|
|
|
|
|
|||||||||
|
|
|
|
|
|
1,120
|
|
(3)
|
$
|
93,240
|
|
|
|
|
|||||||||
|
|
|
|
|
|
1,080
|
|
(4)
|
$
|
89,910
|
|
|
|
|
|||||||||
|
|
|
|
|
|
1,480
|
|
(5)
|
$
|
123,210
|
|
|
|
|
|||||||||
|
|
|
|
|
|
1,800
|
|
(6)
|
$
|
149,850
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
2,400
|
|
(7)
|
$
|
169,680
|
|
|||||||||
|
|
|
|
|
|
|
|
|
2,500
|
|
(8)
|
$
|
208,125
|
|
|||||||||
|
|
|
|
|
|
|
|
|
2,400
|
|
(9)
|
$
|
199,800
|
|
|||||||||
|
Edward Seksay
|
|
|
|
|
|
320
|
|
(2)
|
$
|
26,640
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
520
|
|
(3)
|
$
|
43,290
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
510
|
|
(4)
|
$
|
42,458
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
800
|
|
(5)
|
$
|
66,600
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
950
|
|
(6)
|
$
|
79,088
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
1,200
|
|
(7)
|
$
|
84,840
|
|
|||||||
|
|
|
|
|
|
|
|
|
1,300
|
|
(8)
|
$
|
108,225
|
|
|||||||||
|
|
|
|
|
|
|
|
|
1,300
|
|
(9)
|
$
|
108,225
|
|
|||||||||
(1) This stock award vests evenly over the five-year period beginning February 11, 2015. These remaining unvested shares vested on February 11, 2020.
(2) This stock award vests evenly over the five-year period beginning February 12, 2015. These remaining unvested shares vested on February 12, 2020.
(3) This stock award vests evenly over the five-year period beginning February 11, 2016. Of these remaining unvested shares, 50% vested on February 11, 2020 and the balance will vest on February 11, 2021.
(4) This stock award vests evenly over the five-year period beginning February 16, 2017. Of these remaining unvested shares, 33% vested on February 16, 2020 and the balance will vest evenly on each of February 16, 2021 and 2022.
(5) This stock award vests evenly over the five-year period beginning February 15, 2018. Of these remaining unvested shares, 25% vested on February 15, 2020 and the balance will vest evenly on each of February 15, 2021, 2022 and 2023.
(6) This stock award vests evenly over the five-year period beginning February 21, 2019. Of these remaining unvested shares, 20% vested on February 21, 2020 and the balance will vest evenly on each of February 21, 2021, 2022, 2023 and 2024.
(7) This performance-based restricted share award vested on March 3, 2020, based on achieving specified levels of ROATE performance as compared to our peer group over the three-year performance period from January 1, 2017 to December 31, 2019. Earned shares vested upon compensation committee certification of performance achievement following completion of the performance period. These awards were earned at maximum, as shown here.
(8) This performance-based restricted share award will vest based on achieving specified levels of ROATE performance as compared to our peer group over the three-year performance period from January 1, 2018 to December 31, 2020. Any shares earned will vest upon compensation committee certification of performance achievement following completion of the performance period. Amounts shown here are reported at maximum.
(9) This performance-based restricted share award will vest based on achieving specified levels of ROATE performance as compared to our peer group over the three-year performance period from January 1, 2019 to December 31, 2021. Any shares earned will vest upon compensation committee certification of performance achievement following completion of the performance period. Amounts shown here are reported at maximum.
Independent Bank Corp. 2020 Proxy Statement - 46
OPTION EXERCISES AND STOCK VESTED
The following table sets forth information with respect to the aggregate amount of options exercised and stock awards vesting during the last fiscal year and the value realized:
|
|
Option Awards
|
Stock Awards
|
||||||||
|
|
Number of Shares
|
|
Number of Shares
|
|
||||||
|
|
Acquired on
|
Value Realized
|
Acquired on
|
Value Realized
|
||||||
|
Name
|
Exercise
|
Upon Exercise
|
Vesting
|
on Vesting
|
||||||
|
(a)
|
(b)
|
(c)
|
(b)
|
(e)
|
||||||
|
Christopher Oddleifson
|
—
|
|
$
|
—
|
|
15,197
|
|
$
|
1,246,598
|
|
|
Mark Ruggiero
|
—
|
|
$
|
—
|
|
980
|
|
$
|
79,265
|
|
|
Robert Cozzone
|
2,500
|
|
$
|
135,738
|
|
4,220
|
|
$
|
346,577
|
|
|
Gerard Nadeau
|
—
|
|
$
|
—
|
|
5,410
|
|
$
|
443,064
|
|
|
Edward Seksay
|
—
|
|
$
|
—
|
|
2,710
|
|
$
|
222,333
|
|
PENSION BENEFITS
The Rockland Trust SERP Participation Agreements provide for an annual benefit payable at age 65 to the executive upon termination of employment at age 62 or later. Should the executive terminate employment prior to age 62, the benefit is prorated based on the executive's benefit service as of employment termination relative to the executive's projected benefit service at age 65. The present value of the accumulated benefit shown in the table has been calculated assuming the executive terminated employment as of December 31, 2019 and the executive will start receiving his or her pension at age 65. The assumptions used for the Rockland SERP are those required under U.S. GAAP, including a discount rate of 3.04% which is based on the investment yield of high quality corporate bonds available in the market place as determined by the FTSE Pension Liability Index as well as post-retirement mortality according to the White Collar Pri-2012 Mortality Table with Scale MP-2019. The discount rate used for computing the Defined Benefit Plan present value of accumulated benefit is 3.22%, which is based on the FTSE Pension Liability Index as of December 31, 2019. As discussed in the Compensation Discussion and Analysis, the Defined Benefit Plan and Rockland SERP were frozen for purposes of benefit accrual in 2006 and 2014, respectively. In freezing the SERP, the Board approved annual benefit amounts under the SERP for Mr. Oddleifson, Mr. Nadeau and Mr. Seksay on a 10 year certain single life annuity, as discussed in the Compensation Discussion and Analysis.
The following table provides details of the present value of the accumulated benefit and years of credited service for the named executive officers under the Company's qualified and nonqualified retirement programs as of December 31, 2019.
|
|
|
|
Present Value of
|
|
|||||
|
|
Plan
|
Number of Years
|
Accumulated
|
Payments During
|
|||||
|
Name
|
Name
|
Credited Service
|
Benefit
|
Last Fiscal Year
|
|||||
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
|||||
|
Christopher Oddleifson
|
Defined Benefit Plan
|
2.417
|
|
$
|
122,000
|
|
$
|
—
|
|
|
Rockland SERP
|
15.917
|
|
$
|
5,527,567
|
|
$
|
—
|
|
|
|
Mark Ruggiero
|
Defined Benefit Plan
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
Rockland SERP
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
Robert Cozzone
|
Defined Benefit Plan
|
6.667
|
|
$
|
120,000
|
|
$
|
—
|
|
|
Rockland SERP
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
Gerard Nadeau
|
Defined Benefit Plan
|
22.500
|
|
$
|
837,000
|
|
$
|
—
|
|
|
Rockland SERP
|
35.500
|
|
$
|
2,164,109
|
|
$
|
—
|
|
|
|
Edward Seksay
|
Defined Benefit Plan
|
4.917
|
|
$
|
237,000
|
|
$
|
—
|
|
|
Rockland SERP
|
18.417
|
|
$
|
1,516,980
|
|
$
|
—
|
|
|
Independent Bank Corp. 2020 Proxy Statement - 47
NONQUALIFIED DEFERRED COMPENSATION
As discussed above in the Compensation Discussion and Analysis under “Retirement Plans - Nonqualified Retirement Plans for Executive Officers,” in June 2014 our Board adopted the Independent Bank Corp. and Rockland Trust Company Nonqualified Deferred Compensation Plan and in December 2014 adopted the Rockland Trust Company 401(k) Restoration Plan.
Restoration Plan. The Restoration Plan is a defined contribution plan intended to restore to each participant the matching and discretionary contributions which would have been made to the existing tax qualified Rockland Trust 401(k) plan on a participant’s behalf but were prohibited due to Internal Revenue Code limitations.
The Restoration Plan defines “Compensation” as compensation as defined in Rockland Trust’s 401(k) plan, plus annual cash incentive compensation paid during the Plan year, but excluding any discretionary bonuses. The Board approved the participants in the Restoration Plan, including each of our named executive officers and, effective as of January 1, 2015, the making of restoration contributions on their behalf pursuant to the terms and conditions of the Restoration Plan.
Company contributions to the Rockland Trust 401(k) plan are restricted by IRS limits on compensation into qualified plans. The Restoration Plan restores the Company contributions into the 401(k) plan, which were limited as a result of the IRS compensation limits. The Restoration Plan incorporates the following Company contributions, consistent with the 401(k) plan: the Company match, calculated at 25% of the first 6% of deferrals; the Company non-elective contribution of 5% of salary up to the Social Security taxable wage base; and, the Company supplemental non-elective contribution of 10% of salary from the Social Security taxable wage base up to the IRS compensation limit. The Company contributions into the 401(k) Plan limited by the IRS compensation limits, in addition to the Company contributions on the annual incentive compensation, are to be funded into the participant’s Restoration Plan account on an annual basis.
The Restoration Plan also provides for additional, discretionary contributions, as approved by the Board. Additional discretionary contributions have been approved for Mr. Cozzone and are described in the Compensation Discussion and Analysis under “Retirement Plans - Nonqualified Retirement Plans for Executive Officers”.
Restoration Plan participants have the right to direct the investment of their account balance by choosing from among investment alternatives made available by the plan administrator, including Company stock. Each participant’s account under the plan will be credited with earnings or losses arising from investment performance. A participant’s account balance will be paid out, subject to plan terms, upon a separation from service, or upon death or disability, in a lump sum unless the participant has elected annual installment payments.
Nonqualified Deferred Compensation Plan. The Nonqualified Deferred Compensation Plan permits certain highly compensated employees of the Company and/or Rockland Trust, a group determined by the compensation committee which includes, but is not limited to, the named executive officers, to defer receipt of all or a portion of their annual cash incentive award. In January 2018, the Nonqualified Deferred Compensation Plan was amended to permit deferral of annual base salary in addition to annual cash incentive awards, a feature that was previously in place under the Restoration Plan. No other forms of compensation are eligible for deferral under this plan. The compensation committee administers the plan and annually selects the employees who are eligible to participate. Each participant has the right to direct investment of their account balance by choosing from among the investment alternatives made available by the plan administrator, and each account will be credited with earnings or losses arising from investment performance of the selected investment alternatives. A participant’s account balance will be paid out, subject to plan terms, upon a separation from service, or upon death or disability, in a lump sum payment unless the participant has elected annual installment payments.
Independent Bank Corp. 2020 Proxy Statement - 48
The following table provides details regarding our named executive officers’ participation in our nonqualified Restoration Plan and Nonqualified Deferred Compensation Plan ("NQDC") as of December 31, 2019.
|
Name
|
Plan
|
Executive Contributions in Last FY ($)
|
Registrant Contributions in Last FY ($)
|
Aggregate Earnings in Last FY ($)
|
Aggregate Withdrawals/
Distributions ($)
|
Aggregate Balance at Last FYE ($)
|
||||||||||
|
(a)
|
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
||||||||||
|
|
|
|
(1)
|
|
|
(1)
|
||||||||||
|
Christopher Oddleifson
|
Restoration
|
$
|
—
|
|
$
|
137,092
|
|
$
|
40,267
|
|
$
|
—
|
|
$
|
591,649
|
|
|
NQDC
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
Mark Ruggiero
|
Restoration
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
NQDC
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
Robert Cozzone
|
Restoration
|
$
|
—
|
|
$
|
82,450
|
|
$
|
56,470
|
|
$
|
—
|
|
$
|
437,702
|
|
|
NQDC
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
Gerard Nadeau
|
Restoration
|
$
|
—
|
|
$
|
50,305
|
|
$
|
28,469
|
|
$
|
—
|
|
$
|
222,150
|
|
|
NQDC
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
Edward Seksay
|
Restoration
|
$
|
—
|
|
$
|
28,658
|
|
$
|
14,253
|
|
$
|
—
|
|
$
|
123,976
|
|
|
NQDC
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
(1) Columns (c) and (f) include amounts that were earned during 2019 and were funded to the plan in 2020. All amounts reported in column (c) have been reported as compensation in the Summary Compensation Table.
Independent Bank Corp. 2020 Proxy Statement - 49
|
STOCK OWNERSHIP AND OTHER MATTERS
|
Common Stock Beneficially Owned by: any Person or Entity who Owns More than 5% of Common Stock, our Directors and Named Executive Officers, and all of our Executive Officers and Directors as a Group
The following table sets forth the beneficial ownership of the Common Stock as of December 31, 2019, with respect to (i) any person or entity who is known to the Company to be the beneficial owner of more than 5% of the Common Stock, (ii) each director, (iii) each of the named executive officers, and (iv) all directors and all executive officers of the Company as a group:
|
|
Amount and
|
|
|||
|
|
Nature of
|
|
|||
|
|
Beneficial
|
Percent
|
|||
|
Name of Beneficial Owner
|
Ownership
|
of Class (1)
|
|||
|
BlackRock, Inc.
|
4,871,593
|
|
(2)
|
14.2
|
%
|
|
55 East 52nd Street
|
|
|
|
||
|
New York, NY 10055
|
|
|
|
||
|
The Vanguard Group, Inc.
|
3,566,245
|
|
(2)
|
10.37
|
%
|
|
100 Vanguard Blvd.
|
|
|
|
||
|
Malvern, PA 19355
|
|
|
|
||
|
Donna L. Abelli
|
10,465
|
|
|
**
|
|
|
Robert D. Cozzone
|
23,434
|
|
|
**
|
|
|
Michael P. Hogan
|
6,532
|
|
|
**
|
|
|
Kevin J. Jones
|
98,942
|
|
(3)
|
**
|
|
|
Mary L. Lentz
|
7,253
|
|
|
**
|
|
|
Eileen C. Miskell
|
16,417
|
|
|
**
|
|
|
John J. Morrissey
|
12,470
|
|
|
**
|
|
|
Gerard Nadeau
|
23,282
|
|
(4)
|
**
|
|
|
Daniel F. O'Brien
|
24,582
|
|
|
**
|
|
|
Christopher Oddleifson
|
94,436
|
|
|
**
|
|
|
David A. Powers
|
11,937
|
|
(5)
|
**
|
|
|
Mark J. Ruggiero
|
3,180
|
|
|
**
|
|
|
Edward H. Seksay
|
12,428
|
|
|
**
|
|
|
Scott Smith
|
3,374
|
|
|
**
|
|
|
Frederick Taw
|
14,601
|
|
|
**
|
|
|
Thomas R. Venables
|
16,528
|
|
|
**
|
|
|
Directors and executive officers as a group (18 Individuals)
|
400,760
|
|
(6)
|
1.17
|
%
|
___________
** less than one percent
|
(1)
|
Percentages are not reflected for individuals whose holdings represent less than 1%. The information contained herein is based on information provided by the respective individuals and filings pursuant to the Exchange Act as of December 31, 2019. Shares are deemed to be beneficially owned by a person if he or she directly or indirectly has, or shares, (i) voting power, which includes the power to vote or to direct the voting of the shares, or (ii) investment power, which includes the power to dispose or to direct the disposition of the shares. Unless otherwise indicated, all shares are beneficially owned by the respective individuals. Shares of common stock which are subject to stock options exercisable within 60 days of December 31, 2019 are deemed to be outstanding for the purpose of computing the amount and percentage of outstanding common stock owned by such person.
|
|
(2)
|
Shares owned as of December 31, 2019, based upon public filings with the SEC.
|
|
(3)
|
Includes 7,622 shares held in the name of Kevin J. Jones, Trustee, Kevin J. Jones Living Trust, 7,622 shares held in the name of Kevin J. Jones and Frances Jones, Trustees, Frances Jones Living Trust, 10,000 shares held in the name of
|
Independent Bank Corp. 2020 Proxy Statement - 50
Kevin J. Jones & Frances Jones, Trustees, Brian Jones Irrevocable Trust, 10,000 shares held in the name of Kevin J. Jones & Frances Jones, Trustees, Mark Jones Irrevocable Trust, 10,000 shares held in the name of Kevin J. Jones & Frances Jones, Trustees, Sean Jones Irrevocable Trust, and 5,000 shares owned by Plumbers' Supply Company, of which Mr. Jones is Treasurer. Mr. Jones shares voting and investment power with respect to such shares.
|
(4)
|
Includes 10,162 shares owned jointly by Mr. Nadeau and his spouse in broker name and 440 shares owned by children over which Mr. Nadeau has custodial powers.
|
|
(5)
|
Includes 6,834 shares owned jointly by Mr. Powers and his spouse.
|
|
(6)
|
This amount includes a total of 28,500 shares, which the group has a right to acquire within 60 days of December 31, 2019 through the exercise of stock options granted pursuant to the Company's Stock Plans.
|
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires the Company's executive officers and directors, and holders of 10% or more of the Company's common stock, to file reports on Forms 3, 4, and 5 with the SEC to indicate ownership and changes in ownership of common stock. Based solely upon a review of those reports filed with the SEC, the Company believes that, during the year ended December 31, 2019, filing requirements under Section 16(a) were complied with in a timely fashion, except for the following: In July 2019, one of the Company's former directors, William Parent, liquidated 4,496 shares of common stock from the Blue Hills Bank 401(k) retirement plan. Due to an inadvertent error, this transaction was reported on a late Form 4.
Solicitation of Proxies and Expenses of Solicitation
The Board of the Company is soliciting the proxy form accompanying this proxy statement. Officers, directors, and regular supervisory and executive employees of the Company may solicit proxies, none of whom will receive any additional compensation for their services. Georgeson Shareholder Communications may also solicit proxies and provide other related services at an approximate cost of $9,000, plus reasonable expenses. Solicitations may be made personally or by mail, facsimile, telephone, messenger, or via the Internet. The Company will pay persons holding shares of common stock in their names or in the names of nominees, but not owning such shares beneficially, such as brokerage houses, banks, and other fiduciaries, for the expense of forwarding solicitation materials to their principals. The Company will pay all proxy solicitation costs.
Independent Bank Corp. 2020 Proxy Statement - 51
