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(1) | Reelect Donna L. Abelli, Kevin J. Jones, |
(2) | Approve the Company's 2018 Non-Employee Director Stock Plan; |
(3) | Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for |
(4) | Approve, on an advisory basis, the compensation of our named executive officers; and |
(5) | Transact any other business |
Rockland, Massachusetts | Edward H. Seksay |
General Counsel |
Page | |
THE ANNUAL MEETING AND VOTING PROCEDURES | |
PROPOSALS TO BE VOTED UPON AT ANNUAL MEETING | |
BOARD OF DIRECTOR INFORMATION | |
EXECUTIVE OFFICER INFORMATION | |
STOCK OWNERSHIP AND OTHER MATTERS | |
EXHIBIT | |
PROXY SUMMARY | |||||||||||||
This page summarizes information described in more detail elsewhere in this proxy statement. You should read the entire proxy statement carefully before voting. Please review our 2017 Annual Report on Form 10-K for more information about our Company and its financial performance. | |||||||||||||
2018 Annual Shareholder Meeting | |||||||||||||
Date and Time: | Thursday, May 17, 2018, at 10:00 a.m. Eastern Time | ||||||||||||
Place: | DoubleTree by Hilton Boston 929 Hingham Street Rockland, Massachusetts 02370 | ||||||||||||
Record Date: | March 23, 2018 | ||||||||||||
Voting Matters and Board Recommendations | |||||||||||||
Proposal | Board Recommendation | For More Information | |||||||||||
Proposal 1 - | Reelect Donna L. Abelli, Kevin J. Jones, Mary L. Lentz, John J. Morrissey, and Frederick Taw as Class I Directors | “FOR” all nominees | Page | ||||||||||
Name | Age | Director Since | Primary Occupation | Committee Memberships | Independent | ||||||||
Donna L. Abelli | 60 | 2005 | CPA and Professor | C, E, N, T | ü | ||||||||
Kevin J. Jones | 67 | 1997 | Business Owner | C, E, N, T | ü | ||||||||
Mary L. Lentz | 64 | 2016 | Commercial Real Estate Broker | E, T | ü | ||||||||
John J. Morrissey | 51 | 2012 | Lawyer | E, T | |||||||||
Frederick Taw | 67 | 2015 | Restaurant Owner | E, T | ü | ||||||||
C - Compensation Committee E - Executive Committee N - Nominating Committee T - Trust Committee | |||||||||||||
Proposal 2 - | Approve the Independent Bank Corp. 2018 Non-Employee Director Stock Plan | “FOR” | Page | ||||||||||
Proposal 3 - | Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2018 | “FOR” | Page | ||||||||||
Proposal 4 - | Approve, on an advisory basis, the compensation of our named executive officers | “FOR” | Page | ||||||||||
How to Cast Your Vote | |||||||||||||
The Board of Directors of Independent Bank Corp. is soliciting proxies for use at the Annual Shareholder Meeting to be held on May 17, 2018, and at any adjournment or postponement of the meeting. The proxy materials will be made available to shareholders on or about April 4, 2018. Your vote is important. Please cast your vote and play a part in the future of Independent Bank Corp. Even if you plan to attend our Annual Shareholder Meeting in person, please cast your vote as soon as possible by: | |||||||||||||
Internet www.envisionreports.com/INDB. | Telephone | ||||||||||||
The voting deadline is 11:59 p.m., Eastern Time, on May 16, 2018. Stock in the Rockland Trust Company Employee Savings, Profit Sharing and Stock Ownership Plan must be voted by May 15, 2018. |
Name and Position | Dollar Value Stock Options ($) | Number of Stock Options | Dollar Value(2) | Number of Restricted Shares(2) | |||||||
Non-Employee Directors (12 persons)(1) | N/A | N/A | $ | 416,400 | 6,000 |
(1) | Assuming no change in the number of Non-Employee Directors prior to award. | |
(2) | Value computed based on the closing price of our stock on March 23, 2018. In 2018, each of the 12 current Non-Employee Directors will be granted a restricted stock award for 500 shares of common stock that will vest immediately. Following each annual shareholders meeting occurring after 2018, each then current Non-Employee Director who serves on the Board of the Company and/or Rockland Trust 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, (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 restricted stock awards and stock options subject to the foregoing limits and an overall limit of 4,500 shares of common stock. Any new Non-Employee Director who joins the Board during the period between the annual shareholders meeting and December 31 of that year will be entitled to receive, on the third business day following appointment to the Board, the same award as if he or she had been a member of the Board on the date of the annual shareholders meeting. The Board shall determine the size and composition of future annual equity awards based upon a compensation committee recommendation as set forth in the 2018 Director Stock Plan. |
Authorized Awards | Cumulative Granted, Net of Forfeitures | Total | Authorized but Unissued | |||||||||||||
Stock Option Awards | Restricted Stock Awards | |||||||||||||||
2005 Employee Plan | 1,650,000 | 537,941 | 695,546 | 1,233,487 | 416,513 | |||||||||||
2010 Director Stock Plan | 314,600 | 42,000 | 93,245 | 135,245 | 179,355 |
Equity Compensation Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants, and Rights | Weighted- Average Exercise Price of Outstanding Options, Warrants, and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | ||||||||
(a) | (b) | (c) | |||||||||
Plans approved by security holders | 84,000 | $ | 32.16 | 595,868 | |||||||
Plans not approved by security holders | — | — | — | ||||||||
TOTAL | 84,000 | $ | 32.16 | 595,868 |
2014 | 2013 | 2017 | 2016 | |||||||||||||
Audit Fees | $ | 714,500 | $ | 722,300 | $ | 1,097,949 | $ | 819,576 | ||||||||
Audit-Related Fees (1) | 97,700 | 92,500 | 91,000 | 108,000 | ||||||||||||
Tax-Related Fees | — | — | ||||||||||||||
Other (2) | 1,995 | 2,490 | ||||||||||||||
Tax Fees | — | — | ||||||||||||||
All Other Fees (2) | 1,995 | 65,260 | ||||||||||||||
Totals | $ | 814,195 | $ | 817,290 | $ | 1,190,944 | $ | 992,836 |
Skillsand | |
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 | |
Donna L. Abelli Director since 2005 Chair since 2012 Committees Ø Compensation Ø Executive Ø Nominating Ø Trust |
SkillsandQualifications:The Board and the nominating committee have determined that Mr. Jones 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 another bank. | |
Kevin J. Jones Director since 1997 Committees Ø Compensation Ø Executive, Chair Ø Nominating Ø Trust |
Experience: Ms. Lentz, 64, has worked for the past 22 years for McCall & Almy, a Boston-based commercial real estate brokerage and advisory services firm. Ms. Lentz currently serves as an Executive Vice President and Partner of McCall & Almy. Ms. Lentz has 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. SkillsandQualifications: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 Executive Ø Trust |
previously served as a director of Central Bancorp, Inc. and its wholly-owned subsidiary Central Co-operative Bank d/b/a Central Bank until November 2012, when Central Bancorp, Inc. was merged with and into the Company. Mr. Morrissey has served as a director of the Company and of Rockland Trust since 2012. SkillsandQualifications:The Board and the nominating committee have determined that Mr. Morrissey is qualified to serve as a director based upon his prior service as a director of the Company and Rockland Trust, his mature business judgment, his inquisitive and objective perspective, his familiarity with the communities Rockland Trust serves, and his prior service as a director of another bank. | |
John J. Morrissey Director since 2012 Committees Ø Executive Ø Trust |
Experience: Mr. Taw, 67, is the owner of the Golden Temple, a restaurant in Brookline, Massachusetts and has served as a director of Rockland Trust and the Company since 2015. Mr. Taw is an active member of the local Asian community and participant in Asian community service organizations, including South Cove Community Health Center, the premier Asian community health center of Massachusetts, with which Mr. Taw has worked closely since its inception in 1972. Mr. Taw previously served as a director of Peoples Federal Bancshares, Inc. until February 2015, when it was merged with and into the Company. Mr. Taw has served as a director of the Company and of Rockland Trust since 2015. Skills and Qualifications: The Board and the nominating committee have determined that Mr. Taw 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 another bank. | |
Frederick Taw Director since 2015 Committees Ø Executive Ø Trust |
Experience: Mr. Hogan, 58, has, for at least the last five years, served as 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 and is co-chair of the Commonwealth Housing Task Force, a group dedicated to promoting a consensus housing agenda focused on solving Massachusetts’ housing needs. Previously, he served as Mayor of Marlborough, Massachusetts. Mr. Hogan serves on the Executive Board of the Associated Industries of Massachusetts and is on the Board of Directors of the Commercial Real Estate Development Organization known as NAIOP. Mr. Hogan has served as a director of the Company and of Rockland Trust since 2017. SkillsandQualifications: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 Trust |
SkillsandQualifications:The Board and the nominating committee have determined that Ms. Miskell 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 director of another bank, and her designation as a certified public accountant. | |
Eileen C. Miskell Director since 2005 Committees Ø Audit, Chair Ø Compensation Ø Executive Ø Nominating Ø Trust |
Experience: Mr. Nadeau, 59, 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. Mr. Nadeau 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. Nadeau is qualified to serve as a director based upon his mature business judgment, his inquisitive and objective perspective, his familiarity with the communities that Rockland Trust serves, and his commercial lending expertise. | |
Gerard F. Nadeau Director since 2017 Committees Ø Executive |
SkillsandQualifications:The Board and the nominating committee have determined that Mr. Ribeiro 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. | |
Carl Ribeiro Director since 2008 Committees Ø Audit Ø Executive Ø Nominating Ø Trust |
SkillsandQualifications:The Board and the nominating committee have determined that Mr. Spurr 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. | |
John H. Spurr, Jr. Director since 1985 Committees Ø Audit Ø Executive Ø Trust |
SkillsandQualifications:The Board and the nominating committee have determined that Mr. Venables | |
Thomas R. Venables Director since 2009 Committees Ø Executive Ø Nominating, Chair Ø Trust, Chair |
SkillsandQualifications: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. | |
Daniel F. O'Brien Director since 2009 Committees Ø Audit Ø Compensation, Chair Ø Executive Ø Trust |
SkillsandQualifications: 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 | |
another bank, and his familiarity with the communities that Rockland Trust serves. |
Director since 2003 Committees Ø |
SkillsandQualifications:The Board and the nominating committee have determined that Mr. Tedeschi 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. | |
Brian S. Tedeschi Director since 1980 Committees Ø Executive Ø Trust |
Name | Executive | Audit | Compensation | Nominating | Trust |
Kevin J. Jones | x | ¤ | ¤ | ¤ | |
Gerard F. Nadeau | ¤ | ||||
Christopher Oddleifson | ¤ | ¤ | |||
Donna L. Abelli | ¤ | ¤ | ¤ | ¤ | |
p | p | ||||
Mary L. Lentz | p | p | |||
Eileen C. Miskell | p | x | ¤ | ¤ | p |
John J. Morrissey | p | p | |||
Daniel F. O'Brien | p | ¤ | x | p | |
Carl Ribeiro | p | ¤ | ¤ | p | |
John H. Spurr, Jr. | p | ¤ | p | ||
p | p | ||||
Brian S. Tedeschi | p | p | |||
Thomas R. Venables | p | x | x | ||
Total Meetings Held In | 4 meetings | 4 meetings |
Position | Annual Retainer | ||
Chairman of Board | $ | 42,000 | |
Chairman of Executive Committee | $ | 37,000 | |
Chairman Audit Committee | $ | 27,000 | |
Chairman Compensation Committee | $ | 27,000 | |
Chairman Nominating & Governance Committee | $ | 27,000 | |
Chairman Trust Committee | $ | 27,000 | |
Rotating Executive Committee Member | $ | 24,000 |
Director Compensation Table | ||||||||||||||||||||||
Change in | ||||||||||||||||||||||
Pension | ||||||||||||||||||||||
Non- | Value and | |||||||||||||||||||||
Fees | Equity | Nonqualified | ||||||||||||||||||||
Earned | Incentive | Deferred | All Other | |||||||||||||||||||
or Paid | Stock | Option | Plan | Compensation | Compensation | |||||||||||||||||
Name | in Cash (1) | Awards (2) | Awards (2) | Compensation | Earnings | (3) | Total | |||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | |||||||||||||||
Donna L. Abelli | $ | 99,600 | $ | 27,362 | — | — | — | $ | 3,143 | $ | 130,105 | |||||||||||
Richard S. Anderson | (4) | $ | 13,800 | $ | 27,362 | — | — | — | $ | 1,449 | $ | 42,611 | ||||||||||
William P. Bissonnette | $ | 49,200 | $ | 27,362 | — | — | — | $ | 3,143 | $ | 79,705 | |||||||||||
Benjamin A. Gilmore, II | (4) | $ | 50,100 | $ | 27,362 | — | — | — | $ | 3,143 | $ | 80,605 | ||||||||||
Kevin J. Jones | $ | 94,600 | $ | 27,362 | — | — | — | $ | 3,143 | $ | 125,105 | |||||||||||
Eileen C. Miskell | $ | 71,200 | $ | 27,362 | — | — | — | $ | 3,143 | $ | 101,705 | |||||||||||
John J. Morrissey | $ | 52,800 | $ | 27,362 | — | — | — | $ | 2,301 | $ | 82,463 | |||||||||||
Daniel F. O'Brien | $ | 53,800 | $ | 27,362 | — | — | — | $ | 3,143 | $ | 84,305 | |||||||||||
Carl Ribeiro | $ | 55,000 | $ | 27,362 | — | — | — | $ | 3,143 | $ | 85,505 | |||||||||||
Richard H. Sgarzi | (4) | $ | 30,400 | $ | 27,362 | — | — | — | $ | 2,296 | $ | 60,058 | ||||||||||
John H. Spurr, Jr. | $ | 58,350 | $ | 27,362 | — | — | — | $ | 3,143 | $ | 88,855 | |||||||||||
Robert D. Sullivan | (4) | $ | 14,050 | $ | 27,362 | — | — | — | $ | 1,449 | $ | 42,861 | ||||||||||
Brian S. Tedeschi | $ | 48,000 | $ | 27,362 | — | — | — | $ | 3,143 | $ | 78,505 | |||||||||||
Thomas R. Venables | $ | 57,000 | $ | 27,362 | — | — | — | $ | 3,143 | $ | 87,505 | |||||||||||
SkillsandQualifications:The Board and the | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Daniel F. O'Brien Director since 2009 Committees Ø Audit Ø Compensation, Chair Ø Executive Ø Trust |
Experience: Mr. Oddleifson, 59, 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. SkillsandQualifications: The Board | |
Christopher Oddleifson Director since 2003 Committees Ø Executive Ø Trust |
Experience: Mr. Tedeschi, 68, is a retired real estate developer and, for part of the last five years, has been a Director of Tedeschi Food Shops, Inc. Mr. Tedeschi has served as a director of Rockland Trust since 1980 and as a director of the Company since 1991. SkillsandQualifications:The | |
Brian S. Tedeschi Director since 1980 Committees |
Name | Executive | Audit | Compensation | Nominating | Trust |
Kevin J. Jones | x | ¤ | ¤ | ¤ | |
Gerard F. Nadeau | ¤ | ||||
Christopher Oddleifson | ¤ | ¤ | |||
Donna L. Abelli | ¤ | ¤ | ¤ | ¤ | |
Michael P. Hogan | p | p | |||
Mary L. Lentz | p | p | |||
Eileen C. Miskell | p | x | ¤ | ¤ | p |
John J. Morrissey | p | p | |||
Daniel F. O'Brien | p | ¤ | x | p | |
Carl Ribeiro | p | ¤ | ¤ | p | |
John H. Spurr, Jr. | p | ¤ | p | ||
Frederick Taw | p | p | |||
Brian S. Tedeschi | p | p | |||
Thomas R. Venables | p | x | x | ||
Total Meetings Held In 2017 | 27 meetings | 4 meetings | 9 meetings | 6 meetings | 4 meetings |
Experience: Mr. Spurr, | |
John H. Spurr, Jr. Director since 1985 Committees Ø Audit Ø Executive Ø Trust |
Experience: Mr. SkillsandQualifications:The Board and the his mature business judgment, his inquisitive and objective perspective, his familiarity with the | |
Thomas R. Venables Director since 2009 Committees Ø Executive Ø Nominating, Chair Ø Trust, Chair |
Experience: Mr. O'Brien, 62, is a certified public accountant and, for at least the SkillsandQualifications: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. | |
Daniel F. O'Brien Director since 2009 Committees Ø Audit Ø Compensation, Chair Ø Executive Ø Trust |
Experience: Mr. Oddleifson, 59, 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. SkillsandQualifications: 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 another bank, and his familiarity with the communities that Rockland Trust serves. | |
Christopher Oddleifson Director since 2003 Committees Ø Executive Ø Trust |
Experience: Mr. Tedeschi, 68, is a retired real estate developer and, for part of the last five years, has been a Director of Tedeschi Food Shops, Inc. Mr. Tedeschi has served as a director of Rockland Trust since 1980 and as a director of the Company since 1991. SkillsandQualifications:The Board and the nominating committee have determined that Mr. Tedeschi 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. | |
Brian S. Tedeschi Director since 1980 Committees Ø Executive Ø Trust |
Name | Executive | Audit | Compensation | Nominating | Trust |
Kevin J. Jones | x | ¤ | ¤ | ¤ | |
Gerard F. Nadeau | ¤ | ||||
Christopher Oddleifson | ¤ | ¤ | |||
Donna L. Abelli | ¤ | ¤ | ¤ | ¤ | |
Michael P. Hogan | p | p | |||
Mary L. Lentz | p | p | |||
Eileen C. Miskell | p | x | ¤ | ¤ | p |
John J. Morrissey | p | p | |||
Daniel F. O'Brien | p | ¤ | x | p | |
Carl Ribeiro | p | ¤ | ¤ | p | |
John H. Spurr, Jr. | p | ¤ | p | ||
Frederick Taw | p | p | |||
Brian S. Tedeschi | p | p | |||
Thomas R. Venables | p | x | x | ||
Total Meetings Held In 2017 | 27 meetings | 4 meetings | 9 meetings | 6 meetings | 4 meetings |
Position | Annual Retainer | ||
Chairman of Board | $ | 48,000 | |
Chairman of Executive Committee | $ | 43,000 | |
Chairman of Audit Committee | $ | 33,000 | |
Chairman of Compensation Committee | $ | 33,000 | |
Chairman of Trust and Nominating & Governance Committees | $ | 33,000 | |
Rotating Executive Committee Member | $ | 30,000 |
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 | Total | |||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | |||||||||||||||||||
Donna L. Abelli | $ | 115,500 | $ | 30,975 | — | — | — | $ | 5,124 | (4) | $ | 151,599 | ||||||||||||||
William P. Bissonnette(5) | $ | 56,250 | $ | 30,975 | — | — | — | $ | 5,124 | (4) | $ | 92,349 | ||||||||||||||
Michael P. Hogan | $ | 33,750 | $ | 30,975 | — | — | — | $ | 320 | (4) | $ | 65,045 | ||||||||||||||
Kevin J. Jones | $ | 111,750 | $ | 30,975 | — | — | — | $ | 5,124 | (4) | $ | 147,849 | ||||||||||||||
Mary L. Lentz | $ | 52,500 | $ | 30,975 | $ | 62,153 | — | — | $ | 1,226 | (4) | $ | 146,854 | |||||||||||||
Eileen C. Miskell | $ | 84,050 | $ | 30,975 | — | — | — | $ | 5,124 | (4) | $ | 120,149 | ||||||||||||||
John J. Morrissey | $ | 56,250 | $ | 30,975 | — | — | — | $ | 5,764 | (4) | $ | 92,989 | ||||||||||||||
Daniel F. O'Brien | $ | 75,050 | $ | 30,975 | — | — | — | $ | 5,124 | (4) | $ | 111,149 | ||||||||||||||
Carl Ribeiro | $ | 69,550 | $ | 30,975 | — | — | — | $ | 5,124 | (4) | $ | 105,649 | ||||||||||||||
John H. Spurr Jr. | $ | 63,300 | $ | 30,975 | — | — | — | $ | 5,124 | (4) | $ | 99,399 | ||||||||||||||
Maurice H. Sullivan Jr.(5) | $ | 27,500 | $ | 30,975 | — | — | — | $ | 1,610,030 | (6) | $ | 1,668,505 | ||||||||||||||
Frederick Taw | $ | 62,500 | $ | 30,975 | — | — | — | $ | 2,226 | (4) | $ | 95,701 | ||||||||||||||
Brian S. Tedeschi | $ | 53,750 | $ | 30,975 | — | — | — | $ | 5,124 | (4) | $ | 89,849 | ||||||||||||||
Thomas R. Venables | $ | 69,250 | $ | 30,975 | — | — | — | $ | 5,124 | (4) | $ | 105,349 | ||||||||||||||
Name | Aggregate Outstanding Unvested Restricted Stock Awards per Director | Aggregate Outstanding Stock Option Awards per Director | ||||||
Daniel F. O'Brien and Thomas R. Venables | 3,855 | 5,500 | ||||||
Kevin J. Jones, Eileen C. Miskell and Brian S. Tedeschi | 3,855 | 500 | ||||||
Donna L. Abelli, Carl Ribeiro and John H. Spurr, Jr. | 3,855 | — | ||||||
John J. Morrissey | 3,855 | 5,000 | ||||||
Frederick Taw | 2,025 | 5,000 | ||||||
Mary L. Lentz | 1,225 | 5,000 | ||||||
Michael P. Hogan | 500 | — | ||||||
William P. Bissonnette(5) | — | 5,500 | ||||||
Maurice H. Sullivan Jr.(5) | — | 5,000 |
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. |
Christopher Oddleifson: Mr. Oddleifson, 59, has served as the 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. Community Service and Education: Mr. Oddleifson is Chairman of the South Shore Health Systems Board of Directors. Mr. Oddleifson has also served on the Massachusetts Housing Partnership Board of Directors, on the Boston Federal Reserve Bank Community Development Institution Advisory Council, and on the Board of Directors of Old Colony Council’s Boy Scouts of America. Mr. Oddleifson has served as Mr. Oddleifson holds a | |
Christopher Oddleifson Chief Executive Since 2003 |
Gerard F. Nadeau: Mr. Nadeau, 59, 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: officer and board member of Southeastern Massachusetts Economic Development Corporation, President of the Southeastern Massachusetts Affordable Housing Group, long time member of the Board of Directors and Executive Committee of the Brockton Boys & Girls Club, Chair of the Metro South Chamber of Commerce Board of Directors, member of the Board of Directors of the Montello Affordable Housing Corp., member of the Executive Committee for development at Stonehill College, and member of the Board of Directors and Executive Committee of the Old Colony YMCA. Mr. Nadeau holds a Bachelor’s Degree in Business from Bentley University. | |
Gerard F. Nadeau President of Rockland Trust Since 2017 |
Robert D. Cozzone: Mr. Cozzone, 47, became Executive Vice President of Consumer and Business Banking of Rockland Trust in November of 2017, building upon his title of Chief Financial Officer of Independent Bank Corp. which he has held since he was appointed Chief Financial Officer in September 2013. From 2013 to 2015, concurrent with his Chief Financial Officer role, Mr. Cozzone served as Treasurer of Independent Bank Corp. Previously, he served as the Treasurer of both Independent Bank Corp. and Rockland Trust from April 2008 to September 2013. Mr. Cozzone became Senior Vice President and Treasurer of Rockland Trust in 2002. Mr. Cozzone joined Rockland Trust in October 1998. Prior to joining the Company, Mr. Cozzone held financial positions at Bank Boston. Community Service and Education: Mr. Cozzone is a member of the Board of Directors of Thompson Island Outward Bound Education Center Advisory Board and Massachusetts Business Roundtable. Mr. Cozzone is a graduate of Bridgewater State University and received a Master of Science from Boston College. | |
Robert D. Cozzone Chief Financial Officer and Treasurer of the Company and of Rockland Trust Since 2013 Executive Vice President of Consumer & Business Banking of Rockland Trust Since 2017 |
Maria Harris: Ms. Harris, 47, has served as Senior Vice President and Director of Human Resources for Rockland Trust since May 1, 2017. Ms. Harris has worked at Rockland Trust in Community Service and Education: Ms. Harris was Ms. Harris earned the distinction of Senior Professional in Human Resources designation and a Bachelors of Arts from Bridgewater State University. | |
Maria Harris Senior Vice President, Director of Human Resources of Rockland Trust Since 2017 |
Barry H. Jensen: Mr. Jensen, 53, has served as Chief Technology and Operations Officer of the Company and Rockland Trust Community Service and Education: Mr. Jensen helps organize the annual Credit For Life financial literacy training program for the Boston College High School senior class. Mr. Jensen is a graduate of Salem State University and received a Master's in | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Barry H. Jensen Chief Technology and Operations Officer of
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, removal, or disqualification. The term of office of each executive officer of Rockland Trust extends until his/her termination, retirement, resignation, death, removal, or disqualification. Other than the employment agreements with Mr. Oddleifson, Mr. Nadeau, Mr. Cozzone, 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. 26 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 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. 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. Our fiscal 2017 named executive officers and their designated titles are as follows:
As previously disclosed, on April 1, 2017 Rockland Trust appointed Pamela L. Frey as its Executive Vice President of Consumer and Business Banking. Effective as of November 30, 2017 Ms. Frey was no longer a Rockland Trust employee. As Ms. Frey was an executive officer during 2017, information about her compensation is provided in the Summary Compensation Table and related tables to satisfy disclosure requirements. Due to the short duration of Ms. Frey’s Rockland Trust tenure, we have not focused on her compensation in the Compensation Discussion and Analysis. 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 27 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 components: base salary, annual cash incentive compensation, long-term equity-based compensation, and benefits. Base salaries are intended to be competitive relative to similar positions at peer institutions in order to provide 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 by granting discretionary cash bonuses. To remain competitive in the market for a high caliber management team and to ensure stability and continuity in leadership, Rockland Trust provides to its 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 Compensation Committee - Composition and Responsibility The Board has determined that all members of the compensation committee are independent directors in accordance with 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) The compensation committee, subject to the provisions of our 2005 Employee 28 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
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 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 The Hay Group analyzed salary ranges using the Hay proprietary method, provided market-based information about annual merit increases, and provided recommendations for equity compensation and other compensation matters. Willis Towers Watson Sentinel Benefits The compensation committee has also reviewed publicly available materials and information derived from the following sources to assist in its work: 2In May 2017 shareholders approved the 2017 Executive Incentive Plan, which had been adopted by the Board to benefit the Company and its shareholders by maximizing the tax deductibility of cash incentive payments made to executive officer participants pursuant to Section 162(m). In December 2017 Congress enacted the Tax Cuts and Jobs Act (the "Tax Act") which made many changes to the Internal Revenue Code, including the elimination of the exception to the $1 million limit on tax deductibility for qualified performance-based compensation under Section 162(m). As the Tax Act is subject to interpretation and further guidance or regulations that may be promulgated, it is uncertain whether the Company will be able to maximize the tax deductibility of cash incentive payments made to executive officers under the 2017 Incentive Plan pursuant to Section 162(m). 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 Compensation Philosophy The compensation philosophy of the Company and Rockland Trust rests on two primary principles: 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 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. The Company's compensation program reflects a mix of stable 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. "Say on Pay" Results The Company has considered the result of the most recent shareholder 30 Use of Peer Groups and Survey Information The Company periodically reviews executive officer total compensation against a peer
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
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. Compensation Program Elements Base Salary Rockland Trust has 31 The salary paid in 2017 to each of our named executive officers is set forth below in column (c) of the Summary Compensation Table. In early Annual Cash Incentive Compensation The 2017 Executive Incentive Plan established the maximum aggregate potential cash incentive amount that could be earned for any fiscal year at $2,000,000 and expressly reserved the The
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 Awards for the other named executive officers were determined by their Target Award multiplied by the combined Company and Peer Performance Adjustment Factors The scorecard calculated The The range of the
The
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. 33 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 Performance-Based and Time Vested The 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 2017. Executive Stock Ownership Guidelines The Company has
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 Retirement Benefits Nonqualified Retirement Plans for Executive Officers The Company has In 2001, the Board During 2014 the compensation committee worked with a compensation consultant, Mercer, to review peer practices, evaluate the Rockland SERP and other 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 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):
There was no change to the annual Rockland SERP benefits for Mr. Oddleifson, Mr. Nadeau or Mr. 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. In June 2014, 35 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 Employment Agreements The Company and/or Rockland Trust have entered into employment agreements with the CEO and the other named executive officers, CEO Employment Agreement to serve as President and CEO of the Company and Rockland Trust The agreement provides that in the event of an involuntary termination of Mr. receive, in a lump sum, 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 36 Resignation for “good reason” under the employment agreement 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 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 These 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 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 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 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. The Company 37 is obligated to credit and fund three (3) years additional service in the Rockland SERP and the executive officer may continue to participate in and receive benefits under Rockland Trust's group health and life insurance programs for either 24 or 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 Ms. Frey was a party to an executive officer employment agreement. Upon her termination of employment, Ms. Frey received severance benefits under her employment agreement and equity award agreement as disclosed below in the Summary Compensation Table. CEO and Executive Officer Equity Award Agreements Through 2017, the time vested restricted stock award 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. 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 Because the rules for Table of Potential Benefits Payable The following table quantifies the benefits that would have been payable to our named executive officers under their employment agreements and stock award agreements using the five year period
(1) In connection with the termination of her employment on November 30, 2017, Ms. Frey received the severance payments and benefits disclosed in the Summary Compensation Table below. (2) 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.
Tabular Disclosures Regarding Executive Officers The following tables provide compensation information for the CEO, CFO, and the Company's
(1) (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. (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.
The only The amount in this column for Ms. Frey includes: as per her employment offer, a $75,000 payment to assist with moving expenses and a $3,411 payment for temporary housing expenses; and, severance payment and benefits per her employment agreement, namely a $275,000 cash severance payment, and a $14,828 value for equity award acceleration. Upon her termination of employment, Ms. Frey became entitled to accelerated vesting of 1,500 shares of restricted stock. The total value attributable to the 41 GRANTS OF PLAN-BASED AWARDS "Grant Date" refers to the date of stock awards granted during
(1) The amounts reported in the Target column represent each named executive officer’s Target Award under the Executive Incentive Plan. The amounts reported in the Threshold column were calculated for each named executive officer assuming that threshold performance was attained for both the Bank 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 Bank 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. (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 (3) The grant date fair value for these performance-based and time-based restricted stock awards was $63.10. (4) The grant date fair value for these time-based restricted stock awards was $64.14. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The table set forth below contains individual equity awards that were outstanding as of December 31,
43
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
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 accumulated benefit shown in the table has been calculated assuming the executive terminated employment as of December 31, 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 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 Company contributions to the Rockland Trust 401(k) plan are restricted by The Restoration Plan also provides for additional, discretionary contributions, as approved by the Board. Additional discretionary contributions have been approved for Mr. Cozzone and Mr. Jensen and are described in the Compensation Discussion and Analysis under “Retirement Plans - Nonqualified Retirement Plans for Executive Officers”. Nonqualified Deferred Compensation Plan. The Nonqualified Deferred Compensation Plan permits certain highly compensated employees 46 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,
(1) Columns (c) and (f) include amounts that were earned during 2017 and were funded to the plan in 2018. All amounts reported in column (c) have been reported as compensation in the Summary Compensation Table. STOCK OWNERSHIP AND OTHER MATTERS Common Stock Beneficially Owned The following table sets forth the beneficial ownership of the Common Stock as of
___________ ** less than one percent
days of December 31, 2017 are deemed to be outstanding for the purpose of computing the amount and percentage of outstanding common stock owned by such person.
Section 16(a) Beneficial Ownership Reporting Compliance 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 with the SEC and to furnish the Company with copies of those reports. Based solely upon a review of those reports and any amendments thereto, the Company believes that, during the year Solicitation of Proxies and Expenses of Solicitation The Board of the Company is soliciting the proxy form accompanying this proxy 49 Approved by Board of Directors on March 15, 2018 Approved by shareholders on May __, 2018 INDEPENDENT BANK CORP. 2018 NON-EMPLOYEE DIRECTOR STOCK PLAN
This 2018 Non-Employee Director Stock Plan (the “Plan”) has been approved to grant stock options and to make restricted stock awards to directors of Independent Bank Corp. (the “Company”), Rockland Trust Company, a wholly-owned subsidiary of the Company (“Rockland Trust”), and any other direct or indirect wholly-owned subsidiary of the Company who are not also employees of the Company, Rockland Trust, or any other direct or indirect wholly-owned subsidiary of the Company (collectively, the “Non-Employee Directors”) in the manner and at the times described below. The purposes of the Plan are: to promote the long-term success of the Company and its subsidiaries by creating a long-term mutuality of interests between the Non-Employee Directors and the Company’s shareholders through equity award grants; to provide an additional inducement for the Non-Employee Directors to remain with the Company, any future wholly-owned subsidiaries of the Company, and/or Rockland Trust; and, to provide a means through which the Company and Rockland Trust may attract qualified persons to serve as Non-Employee Directors.
Nothing in this Plan, or in any equity award made under this Plan, shall confer any right to any person to continue as a Non-Employee Director or interfere in any way with the rights of the shareholders or the Board of Directors (the “Board”) to appoint, elect, and/or remove directors.
(a)Types of Awards. Stock options and restricted stock awards will be granted to Non-Employee Directors under this Plan in the amounts and at the times specified below. All stock options granted pursuant to this Plan will be non-statutory stock options that are not intended to qualify under the requirements of Sections 422 or 423 of the Internal Revenue Code of 1986 (the “Code”). (b)Administration. (i)This Plan describes the Non-Employee Directors to whom equity awards are granted, the timing of grants, the number of shares subject to any award, the exercise price of any stock option, the periods during which any stock option may be exercised and restricted stock awards shall vest, and the term of any stock option. (ii)The Board shall administer this Plan, subject to any limits expressly imposed by this Plan on the Board’s discretion. The Board’s construction and interpretation of the terms and provisions of this Plan shall be final and conclusive. The Board shall have authority, subject to the express provisions of this Plan, to construe the stock option agreements (each, an “Option Agreement”) and restricted stock agreements (each a “Restricted Stock Agreement”) issued pursuant to this Plan, to prescribe, amend, and rescind rules and regulations relating to this Plan, to determine the terms and provisions of Option Agreements and Restricted Stock Agreements, and to make all other determinations which are, in the judgment of the Board, necessary or desirable for the administration of this Plan. The Board may correct any defect, supply any omission, or reconcile any inconsistency in this Plan, in any Option Agreement, or in any Restricted Stock Agreement in the manner and to the extent it shall deem expedient to carry this Plan into effect and it shall be the sole and final judge of such expediency. No director or person acting pursuant to authority delegated by the Board shall be liable for any action or determination made in good faith under this Plan. The Board may, to the full extent permitted by or consistent with applicable law and the Plan, delegate any or all of its powers under this Plan to a compensation committee (the “Compensation Committee”) appointed by the Board, subject to any votes as may be adopted by the Board that are consistent with this Plan. If the Compensation Committee is appointed, the Compensation Committee may assume all responsibilities of the Board under the Plan. The Compensation Committee, if appointed, shall consist of two or more directors, each of whom is a “non-employee director” within the meaning of Rule 16b-3 (as defined below). The Board, however, may abolish the Compensation Committee at any time and re-vest in the Board the administration of this Plan. (c)Applicability of Rule 16b-3. Those provisions of this Plan which make express reference to Rule 16b-3 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), or any successor rule (“Rule 16b-3”), or which are required in order for certain option transactions to qualify for exemption under Rule 16b-3, shall apply only to such persons as are required to file reports under Section 16(a) of the Exchange Act.
Equity awards may be granted to any Non-Employee Director. Persons who are Non-Employee Directors of both the Company and of Rockland Trust, or both the Company and any direct or indirect wholly-owned subsidiary of the Company, shall be entitled to awards under this Plan as if they were Non-Employee Directors of the Company only. Stock options and restricted stock awards may be granted separately or in any combination to any individual eligible under this Plan.
The aggregate number of shares which may be issued and as to which grants of stock options and/or restricted stock awards may be made under this Plan is three hundred thousand (300,000) shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), which shall include any shares of Common Stock that remain available for issuance pursuant to the Independent Bank Corp. 2010 Non-Employee Director Stock Plan (the “2010 Plan”) as of the date of shareholder approval of this Plan, subject to adjustment and substitution as provided below. If any stock option granted under this Plan or the 2010 Plan shall expire or terminate for any reason without having been exercised in full, the unpurchased shares shall again be available for purposes of this Plan. The shares which may be issued under this Plan may be authorized but unissued shares, reacquired shares, treasury shares, or any combination of those types of shares.
(a)2018 Restricted Stock Award to Non-Employee Directors. On the later of (i) the third business day following the day of the Company’s 2018 Annual Shareholders Meeting if this Plan is approved by shareholders or (ii) the effectiveness of a registration statement registering the securities issued by this Plan under the Securities Act of 1933, as amended, (the “Act”), each Non-Employee Director shall each automatically and without further action be granted a restricted stock award for five hundred (500) shares of Common Stock that will vest immediately. (b)Annual Grants of Restricted Stock Awards. On the third business day following the day of each annual shareholders meeting after 2018, each then current Non-Employee Director shall be granted either (A) a restricted stock award in an amount of shares of Common Stock not to exceed one thousand five hundred (1,500) shares which shall vest immediately upon grant, (B) a stock option to purchase not more than three thousand (3,000) shares of Common Stock which shall be immediately exercisable, or (C) a combination of restricted stock awards and stock options subject to the foregoing limits and an overall limit of 4,500 shares of Common Stock. Any new Non-Employee Director who joins the Board during the period between the annual shareholders meeting and December 31 of that year shall be entitled to receive, on the third business day following appointment to the Board, the same award as if he or she had been a member of the Board on the date of the annual shareholders meeting. Each year the Compensation Committee will recommend to the Board the type(s) and amounts of equity awards to be granted to Non-Employee Directors within the parameters established by this Plan based upon a review of the compensation practices of comparable financial institutions and any other relevant considerations. The Board will evaluate and vote upon that recommendation.
(a)Option Price. The purchase price at which each stock option may be exercised (the “Option Price”) shall be one hundred percent (100%) of the fair market value per share of the Common Stock covered by the stock option on the date of grant. “Fair Market Value” of the Common Stock shall be determined by the Compensation Committee in its sole discretion; provided, however, that Fair Market Value shall be equal to: (i) if the Common Stock is listed on the National Association of Securities Dealers Automated Quotation System or any successor system then in use (“NASDAQ”), the mean of the highest and lowest 51 sales prices per share of the Common Stock for the grant date on the NASDAQ, as quoted in The Wall Street Journal (or in such other reliable publication as the Board, in its discretion, may determine to rely upon), or (ii) if the Common Stock is not listed on NASDAQ, the mean of the highest and lowest sales prices per share of Common Stock for the grant date on (or on any composite index including) the principal United States securities exchange registered under the Exchange Act on which the Common Stock is listed, as quoted in The Wall Street Journal (or in such other reliable publication as the Board, in its discretion, may determine to rely upon). If the Fair Market Value of the Common Stock cannot be determined on the basis set forth above, the Board shall in good faith determine the Fair Market Value of the Common Stock on the grant date. Fair Market Value shall be determined without regard to any restriction other than a restriction which, by its terms, will never lapse. (b)Payment of Option Price. The Option Price for each stock option shall be paid in full upon exercise and shall be payable in cash in United States dollars; provided, however, that in lieu of cash the person exercising the stock option may pay the Option Price in whole or in part by delivering shares of Common Stock already owned by such person having a fair market value, determined in the manner set forth above for the day immediately preceding the date on which the Option Price is delivered, equal to the Option Price for the shares being purchased; except that any portion of the Option Price representing a fraction of a share shall in any event be paid in cash. Delivery of shares may also be accomplished through the effective transfer to the Company of shares held by a broker or other agent. Notwithstanding the foregoing, the exercise of the stock option shall not be deemed to occur and no shares of Common Stock will be issued until the Company has received payment, in full, of the Option Price. The date of exercise of a stock option shall be determined under procedures established by the Board, and as of the date of exercise the person exercising the stock option shall be considered for all purposes to be the owner of the shares with respect to which the stock option has been exercised. Payment of the Option Price with shares shall not increase the number of shares of the Common Stock which may be issued under this Plan. (c)Expiration and Vesting. Each stock option shall expire on the date specified in the applicable Option Agreement. Subject to the preceding sentence and subject to the provisions of this Plan that provide for earlier termination of a stock option under certain circumstances, each stock option shall be immediately exercisable and remain exercisable for not later than ten years from the date on which the stock option was granted. Stock options, to the extent exercisable at any time, may be exercised in whole or in part. (d)Nontransferability of Options. Except as expressly provided below, stock options shall not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of by the Non-Employee Director to whom they are granted (the “Grantee”), either voluntarily or by operation of law and, during the life of the Grantee, shall be exercisable only by the Grantee or other transferee permitted by this Section 7. Stock options, however, may be transferred (i) pursuant to a qualified domestic relations order (as defined in Rule 16b-3), (ii) by will or the laws of intestacy, or (iii) to any member of the Grantee’s Family. The Grantee’s “Family” shall, for purposes of this Plan, mean a Grantee’s spouse, the Grantee’s lineal descendants by birth or adoption, and trusts for the exclusive benefit of the Grantee and/or the foregoing individuals. (e)Effect of Termination of Non-Employee Director Status. If a Grantee ceases to be a Non-Employee Director, any outstanding stock options held by the Grantee shall be exercisable according to the following provisions: (i) General. If a Grantee ceases to be a Non-Employee Director for any reason other than removal from the Board for cause, any outstanding stock option shall be exercisable by the Grantee at any time prior to the expiration date of the stock option or within three years after the date the Grantee ceases to be a Non-Employee Director, whichever is the shorter period. Following the death or permanent and total disability (as defined in Section 22(e)(3) of the Code or any successor) of a Grantee during service as a Non-Employee Director any outstanding stock option held by the Grantee at the time of death or permanent and total disability (whether or not exercisable by the Grantee immediately prior to death or permanent and total disability) shall be exercisable by the person entitled to do so under the Grantee’s will or, if the Grantee shall fail to make testamentary disposition of the stock option, shall die intestate or shall become permanently and totally disabled, by the Grantee’s legal representative at any time prior to the expiration date of the stock option or within three years after the Grantee’s death or permanent and total disability, whichever is the shorter period. 52 (ii) For Cause. If during his or her term of office as a Non-Employee Director a Grantee is removed from the Board for cause, any outstanding stock option held by the Grantee shall immediately terminate and be forfeited. (f)Option Agreements. All stock options shall be confirmed by an Option Agreement which shall be executed by the Grantee and, on behalf of the Company, by the Chief Executive Officer (if other than the President), the President, or any officer of the Company or Rockland Trust that the Chief Executive Officer authorizes to sign the Option Agreement. Each Option Agreement shall contain such terms, provisions, and conditions consistent with this Plan as may be determined by the Board, in its sole discretion. (g)Registration and Listing. The obligation of the Company to issue shares of the Common Stock under this Plan upon the exercise of stock options shall be subject to (i) the effectiveness of a registration statement under the Act with respect to such shares, if deemed necessary or appropriate by counsel for the Company, (ii) the condition that the shares shall have been listed (or authorized for listing upon official notice of issuance) upon each stock exchange, if any, on which the Common Stock may then be listed and (iii) all other applicable laws which may then be in effect.
(a)Restricted Stock Agreements. Any restricted stock award shall be confirmed by a Restricted Stock Agreement which shall be executed by the Non-Employee Director to whom it is granted and, on behalf of the Company, by the Chief Executive Officer (if other than the President), the President, or any officer of the Company or Rockland Trust that the Chief Executive Officer authorizes to sign the Restricted Stock Agreement. Each Restricted Stock Agreement shall contain such terms, provisions and conditions consistent with this Plan as may be determined by the Board, in its sole discretion. (b)Registration and Listing. The obligation of the Company to issue shares of the Common Stock under this Plan for restricted stock awards shall be subject to (i) the effectiveness of a registration statement under the Act with respect to such shares, if deemed necessary or appropriate by counsel for the Company, (ii) the condition that the shares shall have been listed (or authorized for listing upon official notice of issuance) upon each stock exchange, if any, on which the Common Stock may then be listed and (iii) all other applicable laws which may then be in effect.
(a)Investment Representations. The Company may require any person to whom a stock option or restricted stock award is granted to give written assurances in substance and form satisfactory to the Company to the effect that the person is acquiring the Common Stock for his or her own account for investment and not with any present intention of selling or otherwise distributing the same, and to such other effects as the Company deems necessary or appropriate in order to comply with federal and applicable state securities laws, or with covenants or representations made by the Company in connection with any public offering of its Common Stock. (b)Compliance with Securities Laws. Each stock option or restricted stock award shall be subject to the requirement that if, at any time, counsel to the Company shall determine that the listing, registration, or qualification of the shares subject to such stock option or restricted stock award upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, or that the disclosure of non-public information or the satisfaction of any other condition is necessary as a condition of, or in connection with, the issuance or purchase of shares thereunder, the option may not be exercised, in whole or in part, unless the listing, registration, qualification, consent or approval, or satisfaction of condition shall have been effected or obtained on conditions acceptable to the Board. Nothing in this Plan shall be deemed to require the Company to apply for or to obtain such listing, registration or qualification, or to satisfy any such condition. 53
The holder of a stock option shall have no rights as a shareholder with respect to any shares covered by the stock option (including, without limitation, any rights to receive dividends or non-cash distributions with respect to such shares) until exercise of the stock option and issuance of the shares of Common Stock underlying the stock option. No adjustment shall be made for dividends or other rights for which the record date is prior to the date of exercise. The holder of a restricted stock award shall have any and all rights of a shareholder with respect to the shares covered by a restricted stock award. Such rights include, without limitation, any rights to receive dividends or non-cash distribution with respect to such shares and the right to vote shares at any meeting of the Company’s shareholders.
(a)General. If, through or as a result of any merger, consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction, (i) the outstanding shares of Common Stock are increased, decreased, or exchanged for a different number or kind of shares or other securities of the Company, or (ii) additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Common Stock or other securities, an appropriate and proportionate adjustment shall be made in (x) the maximum number and kind of shares reserved for issuance under this Plan, (y) the number and kind of shares or other securities subject to any then outstanding stock options under this Plan, and (z) the price for each share subject to any then outstanding stock options under this Plan, without changing the aggregate purchase price as to which the stock options remain exercisable. Notwithstanding the foregoing, any other provision in this Plan or in an Option Agreement, in the event of a transaction listed above or a Change in Control, the Compensation Committee, with the approval of the Board, shall have the right and authority to cancel and terminate all outstanding stock options by paying each stock option holder in cash the difference between the exercise price, if any, and the Fair Market Value of the Shares underlying the stock option on the date of the consummation of the transaction or Change in Control. A “Change of Control” shall be deemed to have occurred if (i) any “person” (as such term is defined in Section 13(d) of the Exchange Act) is or becomes the beneficial owner, directly or indirectly, of either (x) a majority of the outstanding common stock of the Company or Rockland Trust, or (y) securities of either the Company or Rockland Trust representing a majority of the combined voting power of the then outstanding voting securities of either the Company or Rockland Trust, respectively; or (ii) the Company or Rockland Trust consolidates or merges with any other person or sells all or substantially all of its assets to a person not at that time owning a majority of the outstanding voting stock of the Company; or (iii) individuals who currently constitute the Board cease for any reason to constitute a majority of the Board, unless the election of each new director was nominated or approved by the shareholders of the Company at their regularly scheduled annual meeting or was approved by at least two thirds of the directors of the Board currently in office. (b)Board Authority to Make Adjustments. Any adjustments or substitutions under this Section 11 shall be made by the Board, whose determination as to such adjustments or substitutions, if any, shall be final, binding and conclusive. No fractional shares will be issued under this Plan on account of any such adjustments or substitutions.
The Board reserves the right to modify, amend or terminate the Plan from time to time, in any respect, in order to meet changes in legal requirements or for any other reason. The Company must obtain shareholder approval for each amendment of the Plan for which shareholder approval is required by the Code, any applicable stock exchange listing requirements, or any other applicable laws or regulations. The termination or any modification or amendment of this Plan shall not, without the consent of the holder of a stock option or any restricted stock award, affect his or her rights. The Board, however, may with the consent of the person affected amend outstanding Option Agreements or Restricted Stock Agreements in a manner consistent with this Plan. The Board, however, shall have the right to amend or modify the terms and provisions of this Plan and of any outstanding Option Agreement or Restricted Stock Agreement to the extent necessary to ensure the qualification of this Plan under Rule 16b-3. 54
(a)Effective Date. This Plan shall immediately take effect once approved by the Company’s shareholders. If shareholder approval is obtained at the 2018 Annual Shareholders Meeting, this Plan shall immediately be in effect on that date and the equity awards granted on the later of (i) the third business day after the meeting or (ii) the effectiveness of a registration statement under the Act with respect to the shares subject to this Plan. (b)Termination. This Plan shall terminate upon the close of business on the day after restricted stock or stock option awards are made following the 2028 Annual Shareholders Meeting. Any stock options outstanding or unvested restricted stock awards that exist as of the termination date shall continue to have force and effect in accordance with the provisions of the any Option Agreement or Restricted Stock Agreement evidencing them. 55 |