DEF 14A of Independent Bank Corp, Mar 27, 2025

DEF 14A of Independent Bank Corp

Filed Mar 27, 2025 · FY20240000776901-25-000123

Open on EDGAR

  1. Current Board Members

    Current Board Members For purposes of this proxy statement, we have computed director ages as of the meeting date. The Board of the Company is currently comprised of the individuals listed below: Class II Directors (Nominated for Reelection at this Meeting for a Term Expiring in 2028):

  2. Current Board Members

    | | Experience: Mr. Hogan, 65, is a real estate developer. From October 2019 to December 2021, Mr. Hogan served as 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 and from 2004 to October 2019, he served as the President and Chief Executive Officer of the A.D. Makepeace Company, based in Wareham, Massachusetts and the world’s largest cranberry grower and the largest private property owner in eastern Massachusetts. Prior to joining A.D. Makepeace, Mr. Hogan served as President of MassDevelopment, the economic development authority for the Commonwealth of Massachusetts, from 1997 to 2003. While at MassDevelopment, he served as cabinet officer for two Massachusetts governors. Mr. Hogan serves on the Board of Directors of Old Colony YMCA. In 2024, he founded Erin Strategic Advisors to provide strategic real estate, governance and financial advice to family businesses. Mr. Hogan previously served on the Ocean Spray Board of Directors for 12 years as Audit Chair and Vice Chair. He also served on the Executive Board of the Associated Industries of Massachusetts. Additionally, he served as Mayor of Marlborough, 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 and involvement with the communities that Rockland Trust serves. | | Michael P. Hogan Director since 2017 Committees ➢ Compensation ➢ Executive ➢ Nominating | |

  3. Current Board Members

    | | Experience: Ms. Miskell, 67, is a certified public accountant and presently serves as the Treasurer of Eight Cousins, Inc. Ms. Miskell previously served as the Treasurer of The Wood Lumber Company, a lumber company based in Falmouth, Massachusetts. Ms. Miskell was previously appointed a director of Falmouth Bancorp, Inc., the holding company of Falmouth Bank, which was merged with and into the Company in 2004. Ms. Miskell, while a Falmouth Bancorp Director, served as the chair of its audit committee. Ms. Miskell 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. 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 ➢ Audit, Chair ➢ Compensation | |

  4. Current Board Members

    | | Experience: Mr. Nadeau, 66, was named the President of Rockland Trust in 2017. Mr. Nadeau previously served as the Executive Vice President, Commercial Lending of Rockland Trust since 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. 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 Metro South Boys & Girls Club, 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, member of the Board of Directors of the Boston Chamber of Commerce, the Chunilal Initiative and New Beginnings for Families Inc and trust advisor of the Shields Foundation. Mr. Nadeau holds a Bachelor’s Degree in Business from Bentley University. Skills and Qualifications: The Board and the Nominating Committee have determined that Mr. Nadeau is qualified to serve as a director based upon his prior service as a director of the Company and Rockland Trust, his experience as a long-tenured employee and executive of the Company, 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 ➢ Executive | |

  5. Current Board Members

    | | Experience: Ms. O’Day, 65, recently retired as the CEO of A.W. Perry Inc. (“A.W. Perry”), a Boston-based real estate investment and services firm and from her roles as President of A.W. Perry Management Corporation and President of A.W. Perry Security Corporation. She served in these roles from 2020 to 2024. Prior to October 2020, Ms. O’Day served as Executive Vice President and Chief Information Officer at The Walt Disney Company for over 12 years. At Disney, she led the planning, implementation and operations of IT systems and infrastructure. Before that, Ms. O’Day served in senior leadership positions at both Bristol Myers Squibb and CSX Transportation. Ms. O’Day serves on the Board of A.W. Perry and also serves as a Trustee on the Board of Trustees of Miss Hall’s School, the Columbia Realty Trust and the Brio Condominium Trust. Ms. O’Day previously served on the Board of Directors and the Executive Committee of the 2022 USA Games Special Olympics. Ms. O’Day has also served as a Manager of Perry South Shore Development, LLC and as an Advisor to MEEM, LLC. Ms. O’Day has served as a director of the Company and Rockland Trust since 2021. Skills and Qualifications: The Board and the Nominating Committee have determined that Ms. O’Day 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, and her extensive background and knowledge in the area of IT systems and infrastructure and cybersecurity. | | Susan Perry O’Day Director since 2021 Committees ➢ Executive ➢ Risk | |

  6. Current Board Members

    | | Experience: Mr. Venables, 70, 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 and executive of other banks. | | Thomas R. Venables Director since 2009 Committees ➢ Executive ➢ Risk, Chair | |

  7. Current Board Members

    Class III Directors Continuing in Office (Term Expiring in 2026):

  8. Current Board Members

    | | Experience: Mr. Morton, 70, recently retired as the 13th President and Chief Executive Officer of the YMCA of Greater Boston after approximately 7.5 years of service. Prior to the foregoing role, Mr. Morton served as President and CEO of the YMCA Greater Hartford (CT) and the YMCA of Greater Springfield (MA) for a total of 9 years. In these roles, he worked to stabilize and grow the organization, increase philanthropic support, develop innovative programming, improve the membership experience, and create and implement a strategic vision. Mr. Morton has served on numerous boards and committees, including the Massachusetts Board of Elementary and Secondary Education, Boston After School and Beyond, The Lynch Foundation, My Brother’s Keeper Advisory Board, Beth Israel Deaconess Medical Center Community Advisory Board, and the Massachusetts COVID-19 Relief Board. He is currently a member of the Springfield Empowerment Zone Partnership Board and the Cape Cod Foundation. In addition, he is and has been an active participant on numerous Y-USA committees on youth development, executive leadership development, and multiculturalism. He is an active member of the African-American YMCA CEO Network. Mr. Morton has served as a director of the Company and Rockland Trust since 2021. Skills and Qualifications: The Board and the Nominating Committee have determined that Mr. Morton 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 executive experience, and his familiarity and deep involvement with the communities that Rockland Trust serves. | | James O’Shanna Morton Director since 2021 Committees ➢ Nominating ➢ Trust, Chair | |

  9. Current Board Members

    | | Experience: Mr. O’Brien, 69, 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 Advanced Planning Consultants, 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. | | Daniel F. O’Brien Director since 2009 Committees ➢ Audit ➢ Compensation, Chair | |

  10. Current Board Members

    | | Experience: Mr. O’Leary, 53, is currently the Chief Executive Officer of Alegeus Technologies (“Alegeus”), a company that develops benefit and payment solutions for the industry’s leading health plans. Prior to joining Alegeus, he was the Chief Executive Officer of Intralinks, a financial technology provider for banking and capital markets. He currently serves on the board of TeamSnap, a software company that develops and operates a digital platform to manage and organize sports organizations and teams. Mr. O’Leary will serve as a director of the Company and of Rockland Trust effective April 1, 2025. Skills and Qualifications: The Board and the Nominating Committee have determined that Mr. O’Leary is qualified to serve as a director based upon his mature business judgment, his inquisitive and objective perspective, his familiarity with the communities Rockland Trust serves, and his extensive background and knowledge in the software and technology industry. | | Leif O’Leary Director effective April 1, 2025 | |

  11. Current Board Members

    | | Experience: Ms. Ramesh, 50, currently serves as the Executive Vice President, Chief Financial Officer and Treasurer of the Federal Agricultural Mortgage Corporation. Previously, she was the Senior Vice President and Chief Financial Officer at the Federal Reserve Bank of Boston and served as the Chief Administrative Officer of FedNow. Ms. Ramesh will serve as a director of the Company and of Rockland Trust effective April 1, 2025. Skills and Qualifications: The Board and the Nominating Committee have determined that Ms. Ramesh is qualified to serve as a director based upon her mature business judgment, her inquisitive and objective perspective, her familiarity with the communities Rockland Trust serves, and her broad experience in the private and public sectors. | | Aparna Ramesh Director effective April 1, 2025 | |

  12. Current Board Members

    | | Experience: Mr. Smith, 59, 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 30 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 a 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, is the Co-Chair of the Hyde Park 150th Anniversary Committee and is the Chair of Consalvo for Boston. 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 prior service as a director of the Company and of Rockland Trust, his mature business judgment, his inquisitive and objective perspective, his familiarity and deep involvement with the communities that Rockland Trust serves, and his prior service as a director of another bank. | | Scott K. Smith Director since 2019 Committees ➢ Trust | |

  13. Current Board Members

    Class I Directors Continuing in Office (Term Expiring in 2027):

  14. Current Board Members

    | | Experience: Ms. Abelli, 67, is a certified public accountant and has since September 2017 been an Associate professor at Ricciardi College of Business, Bridgewater State University. 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 ➢ Compensation ➢ Executive, Chair ➢ Nominating | |

  15. Current Board Members

    | | Experience: Ms. Lentz, 71, 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 commercial real estate consultant role. Ms. Lentz has over 39 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, her familiarity with the communities that Rockland Trust serves, and her extensive experience and knowledge in the area of commercial real estate. | | Mary L. Lentz Director since 2016 Committees ➢ Audit ➢ Risk | |

  16. Current Board Members

    | | Experience: Mr. Morrissey, 58, is a practicing attorney and is a founding partner of the Braintree, Massachusetts law firm Morrissey, Wilson & Zafiropoulos LLP, practicing in the areas of litigation, bankruptcy and creditors’ rights, and real estate. Mr. Morrissey is member of the Joint Bar Committee on Judicial Appointments. Made up of representatives appointed from state bar associations, the Committee independently reviews, evaluates, and reports to the Governor on the qualifications of individuals under consideration for judicial appointments. Mr. Morrissey previously served as a Chair of the Massachusetts Board of Bar Overseers of the Supreme Judicial Court. The Board of Bar Overseers was established as an independent administrative body to investigate complaints against attorneys and act as an administrative tribunal to consider disciplinary charges brought against attorneys practicing in Massachusetts. Mr. Morrissey is the former President of the Massachusetts Bar Association and Member of its Executive Management Board. Mr. Morrissey 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. Skills and Qualifications: 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 of 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 ➢ Nominating, Chair ➢ Risk ➢ Trust | |

  17. Current Board Members

    | | Experience: Ms. Perry, 56, currently serves as Senior Vice President and Chief Risk and Audit Officer, as well as Senior Counsel, at Blue Cross and Blue Shield of Massachusetts (BCBS). In this role, she is responsible for strategic enterprise risk management and internal audit. Previously, she was Vice President of Business and Regulatory Law at Retail Business Services, a subsidiary of Ahold Delhaize. Ms. Perry will serve as a director of the Company and of Rockland Trust effective April 1, 2025. Skills and Qualifications: The Board and the Nominating Committee have determined that Ms. Perry is qualified to serve as a director based upon her mature business judgment, her inquisitive and objective perspective, her familiarity with the communities Rockland Trust serves and her deep expertise in regulatory compliance and retail services. | | Dawn Perry Director effective April 1, 2025 | |

  18. Current Board Members

    | | Experience: Mr. Tengel, 62, joined the Company as Chief Executive Officer and President of the Company and Chief Executive Officer of Rockland Trust in February of 2023. Prior to joining the Company and Rockland Trust, he served as Senior Executive Vice President, Head of Commercial Specialty Banking at M&T Bank from April 2022 to February 2023. Before M&T’s acquisition of People’s United Financial in April 2022, Mr. Tengel was President of People’s United from May 2018 to April 2022 where he was responsible for commercial banking, retail banking, and wealth management. He joined People’s United in 2010 from PNC Bank where he served as Executive Vice President. Mr. Tengel currently serves on the Board of Directors at FamilyAid, Massachusetts Business Roundtable, The New England Council and the Greater Boston Chamber of Commerce. He previously served on the Board of Trustees at Quinnipiac University, Wakeman Boys & Girls Club, Kolbe Cathedral High School and Bridgeport Hospital. Mr. Tengel received his Bachelor of Science Degree in Accounting from Marquette University and his Master’s Degree in Business Administration from the Weatherhead School of Management at Case Western Reserve University. Skills and Qualifications: The Board and the Nominating Committee have determined that Mr. Tengel is qualified to serve as a director based upon his prior service as a director of the Company and of Rockland Trust, his robust experience in commercial banking, mature business judgment, demonstrated ability to lead growing organizations, and his familiarity with the New England marketplace. | | Jeffrey J. Tengel Director since February 2023 Committees ➢ Executive | |

  19. Director Compensation

    Director Compensation Non-employee directors 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.

  20. Director Compensation Table

    Director Compensation Table The following table summarizes the cash, equity and other compensation paid to non-employee directors who served during 2024:

  21. Director Compensation Table

    | 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 | $152,850 | $60,028 | $— | $— | $— | $— | $212,878 | | Michael P. Hogan | $98,600 | $60,028 | $— | $— | $— | $— | $158,628 | | Mary L. Lentz | $83,375 | $60,028 | $— | $— | $— | $— | $143,403 | | Eileen C. Miskell | $97,250 | $60,028 | $— | $— | $— | $— | $157,278 | | John J. Morrissey | $105,700 | $60,028 | $— | $— | $— | $— | $165,728 | | James O’Shanna Morton | $88,475 | $60,028 | $— | $— | $— | $— | $148,503 | | Daniel F. O’Brien | $91,000 | $60,028 | $— | $— | $— | $— | $151,028 | | Susan Perry O’Day | $79,000 | $60,028 | $— | $— | $— | $— | $139,028 | | Scott K. Smith | $71,500 | $60,028 | $— | $— | $— | $— | $131,528 | | Thomas R. Venables | $87,000 | $60,028 | $— | $— | $— | $— | $147,028 |

  22. Director Compensation Table

    (1) Column (b) reflects the total fees earned or paid in cash for non-employee directors. (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 2024 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 non-employee 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, 2024, the aggregate number of restricted stock awards and stock option awards held by each non-employee director is reflected in the table below. There were no outstanding unvested restricted stock awards or stock option awards held by any non-employee director as of December 31, 2024.

  23. Director Compensation Table

    | Name | Aggregate Outstanding Vested Stock Option Awards per Director | | Michael P. Hogan and Mary L. Lentz | 5,000 |

  24. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan 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 permits certain highly compensated employees of the Company and/or Rockland Trust, a group that includes, but is not limited to, the named executive officers, to defer receipt of all or a portion of their yearly cash incentive awards. In January 2018, we amended the Nonqualified Deferred Compensation Plan to permit deferral of annual base salary in addition to yearly cash incentive awards, a feature that was previously included in the Restoration Plan. 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.

  25. CEO Pay Ratio Disclosure

    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, Jeffrey Tengel. We selected December 31, 2024 as the date used to identify our median employee. As of this date, our employee population consisted of approximately 1,872 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 2024. As reflected in the Summary Compensation Table, Mr. Tengel had total in 2024 compensation of $2,924,622. The total 2024 compensation of our median employee identified in 2024 was $74,413. Total 2024 CEO compensation, therefore, was approximately 39 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. 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, therefore, may not be comparable to the ratio we report.

  26. Table of Potential Benefits Payable Upon Termination or Change in Control

    Table of Potential Benefits Payable Upon Termination or Change in Control The following table quantifies the benefits payable to our named executive officers under their employment agreements and stock award agreements if the event described had occurred as of December 31, 2024. In 2024, Ms. Mugford ceased employment with the Company. For a description of the benefits to which Ms. Mugford became entitled in connection with her termination of employment with the Company, see below under “Dawn A. Mugford - Severance Benefits.” See also the All Other Compensation column of the Summary Compensation Table and related footnote for information with respect to Ms. Mugford's separation benefits.

  27. Table of Potential Benefits Payable Upon Termination or Change in Control

    | TABLE OF POTENTIAL BENEFITS UPON TERMINATION OR CHANGE IN CONTROL | | | | | | | | Termination | Termination | Termination | Termination | Termination | | | for Cause | Without Cause | Due to | Due to | Without Cause | | | | or Resignation | Disability | Death | or Resignation | | | | for Good Reason | | | for Good Reason | | | | | | | Following a | | | | | | | Change of | | Name | | | | | Control (1) | | Jeffrey Tengel | | | | | | | Severance | $— | $1,545,000 | $— | $— | $3,811,000 | | Equity award acceleration | — | 1,101,244 | 1,101,244 | 1,101,244 | 3,054,160 | | Medical benefits | — | 23,393 | — | — | 92,922 | | 280G cutback | — | — | — | — | — | | Total | $— | $2,669,637 | $1,101,244 | $1,101,244 | $6,958,082 | | Mark Ruggiero | | | | | | | Severance | $— | $575,273 | $— | $— | $2,063,850 | | Equity award acceleration | — | 538,041 | 538,041 | 538,041 | 1,162,673 | | Medical benefits | — | 21,152 | — | — | 126,031 | | 280G cutback | — | — | — | — | (1,065,182) | | Total | $— | $1,134,466 | $538,041 | $538,041 | $2,287,372 | | Gerard Nadeau | | | | | | | Severance | $— | $569,319 | $— | $— | $2,621,031 | | Equity award acceleration | — | 573,730 | 573,730 | 573,730 | 1,191,559 | | Medical benefits | — | 15,281 | — | — | 91,048 | | 280G cutback | — | — | — | — | — | | Total | $— | $1,158,330 | $573,730 | $573,730 | $3,903,638 | | Patricia Natale | | | | | | | Severance | $— | $408,926 | $— | $— | $1,185,885 | | Equity award acceleration | — | 117,147 | 117,147 | 117,147 | 355,998 | | Medical benefits | — | 15,595 | — | — | 61,948 | | 280G cutback | — | — | — | — | (225,866) | | Total | $— | $541,668 | $117,147 | $117,147 | $1,377,965 | | Lee Powlus | | | | | | | Severance | $— | $442,000 | $— | $— | $1,281,800 | | Equity award acceleration | — | 79,531 | 79,531 | 79,531 | 279,227 | | Medical benefits | — | 8,612 | — | — | 34,210 | | 280G cutback | — | — | — | — | (135,359) | | Total | $— | $530,143 | $79,531 | $79,531 | $1,459,878 |

  28. Table of Potential Benefits Payable Upon Termination or Change in Control

    (1) Pursuant to equity award agreement terms, grants made under the 2005 Employee Stock Plan and the 2023 Incentive Plan fully vest upon a change in control whether or not the Company terminates an executive’s employment. For purposes of computing any Internal Revenue Code Section 280G limitation, we used the five-year period ending December 31, 2023. All tax gross-up provisions were eliminated from our executive compensation program in 2023.

  29. Summary Compensation Table

    Summary Compensation Table

  30. Summary Compensation Table

    | SUMMARY COMPENSATION TABLE | | | | | | | | | | | | | | | | | | Change in Pension Value | | | | | | | | | | Non-Equity | and Nonqualified | | | | Name | | | | | | Incentive | Deferred | All | | | and | | | | Stock | Option | Plan | Compensation | Other | | | Principal | | | | Awards | Awards | Compensation | Earnings | Compensation | | | Position | Year | Salary | Bonus | (1) (2) | (1) | (3) | (4) | (5) | Total | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Jeffrey Tengel, CEO | 2024 | $1,021,923 | $— | $851,509 | $— | $850,986 | $— | $200,204 | $2,924,622 | | | 2023 | $903,846 | $1,620,000 (6) | $2,008,786 | $— | $547,826 | $— | $132,767 | $5,213,225 | | | 2022 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | Mark Ruggiero, CFO and EVP of Consumer Lending | 2024 | $567,898 | $— | $326,895 | $— | $456,652 | $— | $124,999 | $1,476,444 | | | 2023 | $542,360 | $— | $370,967 | $— | $348,999 | $— | $125,147 | $1,387,473 | | | 2022 | $436,279 | $— | $245,616 | $— | $405,272 | $— | $87,206 | $1,174,373 | | Gerard Nadeau, President | 2024 | $564,855 | $— | $305,805 | $— | $304,358 | $— | $331,446 | $1,506,464 | | | 2023 | $547,831 | $— | $350,806 | $— | $276,645 | $249,082 | $133,762 | $1,558,126 | | | 2022 | $515,480 | $— | $300,667 | $— | $474,716 | $— | $103,780 | $1,394,643 | | Patricia Natale, EVP and General Counsel and Corporate Secretary | 2024 | $401,723 | $— | $144,994 | $— | $208,675 | $— | $71,179 | $826,571 | | | 2023 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | | 2022 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | Lee Powlus, EVP and Chief Technology and Operations Officer | 2024 | $437,423 | $— | $163,448 | $— | $225,553 | $— | $27,222 | $853,646 | | | 2023 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | | 2022 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | Dawn Mugford, Former Chief Risk Officer (7) | 2024 | $291,200 | $— | $126,540 | $— | $— | $— | $589,451 | $1,007,191 | | | 2023 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | | 2022 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a |

  31. Summary Compensation Table

    (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 2024 Annual Report on Form 10-K. (2) The amounts 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, or 50% of the maximum performance target. 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. Tengel, $680,153, Mr. Ruggiero, $263,625, Mr. Nadeau, $242,535, Ms. Natale, $115,995, Mr. Powlus, $131,813 and Ms. Mugford, $100,178. Upon termination of employment, Ms. Mugford became entitled to accelerated vesting of 334 shares of her 2024 time-based restricted stock award (for a total value attributable to acceleration of $21,030), and she forfeited the balance of this award. Under SEC rules we are required to report the full grant date fair value of this award in column (e) above despite the ultimate outcome of this award. (3) The amounts listed in column (g) represent the cash payments that 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 2024, the change in actuarial present value of accumulated benefits for Mr. Nadeau was negative and therefore omitted from the table. This negative value was aggregated as follows: $(174,162). The Restoration Plan does not provide for above-market earnings and therefore are not included in column (h) above. (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 in the table below:

  32. Summary Compensation Table

    | | Dividends on Restricted Stock Awards | 401(k) Plan Employer Contributions | 401(k) Restoration Plan Contributions | | Jeffrey Tengel | $52,954 | $28,519 | $118,731 | | Mark Ruggiero | $15,007 | $31,245 | $65,768 | | Gerard Nadeau | $16,717 | $31,245 | $283,484 | | Patricia Natale | $7,185 | $30,441 | $18,522 | | Lee Powlus | $3,164 | $5,655 | $— | | Dawn Mugford | $5,431 | $23,982 | $14,553 |

  33. Summary Compensation Table

    The amounts in column (i) also include the aggregate incremental cost to the Company attributable to perquisites/personal benefits for Mr. Ruggiero, Ms. Natale, Mr. Powlus and Ms. Mugford that exceeded $10,000. The only perquisites provided to these individuals are a Company-owned car (total cost to the Company of $12,979 for Mr. Ruggiero, $15,031 for Ms. Natale, $18,403 for Mr. Powlus and $15,102 for Ms. Mugford for 2024). Excluded from this column are perquisites/personal benefits for Mr. Tengel and Mr. Nadeau which did not exceed $10,000. The amount in this column for Mr. Tengel includes an additional 401(k) restoration plan discretionary contribution of $63,000 to compensate for the contribution on his 2023 cash incentive that was paid one day prior to the employer contribution eligibility date. The amount in this column for Mr. Nadeau includes an additional 401(k) restoration plan discretionary contribution of $226,387 to compensate for his forfeited benefit in the Rockland SERP. The amount in this column for Ms. Mugford also includes: as per the Severance Plan, the aggregate value of 12 months’ salary continuation ($349,440), a lump sum cash payment equal to the pre-tax cost to the Company of health and life insurance benefits continuation for a period of 12 months ($23,695), and a payment for her prorated annual cash incentive award at termination date ($157,248). Ms. Mugford also became entitled to accelerated vesting of a portion of her unvested restricted stock awards with a value of $21,030 based on the average of the high price and low price at which the Company's stock traded on the date of vesting, which is not reflected in the table. (6) The amount reported in column (d) for Mr. Tengel for fiscal year 2023 represents his one-time cash signing bonus pursuant to his employment agreement. (7) Ms. Mugford ceased serving as the Chief Risk Officer of the Company effective as of November 1, 2024.

  34. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, please refer to “Executive Officer Information – Compensation Discussion and Analysis.” The following table provides the “Compensation Actually Paid,” as defined by the SEC rules (sometimes referred to below as “CAP”), to the CEO and the average compensation paid to the Company’s other named non-CEO executive officers (“Other NEOs”), along with the Company’s Total Shareholder Return (“TSR”), peer group TSR, Net Income and Return on Average Tangible Common Equity (“ROATCE”) for the years indicated.

  35. Pay Versus Performance

    | PAY VERSUS PERFORMANCE TABLE | | | | | | | | | | | | | | | | | | | | Value of Initial Fixed | | | | | | | | | | | | | $100 Investment Based On: | | | | | | | Summary | Summary | | | Average Summary | Average | | | | | | | | Compensation | Compensation | Compensation | Compensation | Compensation | Compensation | | Peer Group 1 | Peer Group 2 | | Return on | | | Table Total | Table Total | Actually Paid | Actually Paid | Table Total | Actually Paid | Total | Total | Total | | Average Tangible | | | for former CEO | for current CEO | to former CEO | to current CEO | for Non-CEO | to Non-CEO | Share- holder | Share- holder | Share- holder | | Common Equity | | Year | Chris Oddleifson (1) | Jeff Tengel (2) | Chris Oddleifson (1) | Jeff Tengel (2) | NEOs (3) | NEOs (3) | Return (4) | Return (4) | Return (4) | Net Income | (“ROATCE”) | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (g) | (h) | (i) | | 2024 | n/a | $2,924,622 | n/a | $2,930,955 | $1,134,063 | $1,062,332 | $90.53 | $132.60 | $130.90 | $192,081,000 | 9.89% | | 2023 | $2,735,396 | $5,213,225 | $777,911 | $5,198,661 | $1,129,125 | $904,598 | $89.11 | $96.65 | $115.64 | $239,502,000 | 12.78% | | 2022 | $2,939,498 | n/a | $3,461,506 | n/a | $1,246,097 | $1,332,255 | $109.82 | $97.52 | $116.10 | $263,813,000 | 13.87% | | 2021 | $2,783,438 | n/a | $3,493,601 | n/a | $1,049,623 | $1,213,808 | $103.36 | $124.06 | $124.74 | $120,992,000 | 9.20% | | 2020 | $3,319,086 | n/a | $2,172,806 | n/a | $1,046,532 | $810,875 | $90.38 | $89.69 | $91.29 | $121,167,000 | 10.38% |

  36. Pay Versus Performance

    (1) Mr. Oddleifson stepped down as our CEO, effective February 6, 2023, and served as Executive Advisor of the Company until July 8, 2023, at which time he retired from employment with the Company. (2) Mr. Tengel was appointed CEO of the Company, effective February 6, 2023. (3) For 2024, Mr. Ruggiero, Mr. Nadeau, Ms. Natale, Mr. Powlus and Dawn Mugford, the Company’s former Chief Risk Officer, are included in the “Non-CEO NEOs” columns. For 2023, Mr. Ruggiero, Mr. Nadeau, Ms. Harris, Mr. Rizzo and Barry Jensen, the Company’s former Chief Technology and Operations Officer, are included in the “Non-CEO NEOs” columns. For 2022, Mr. Ruggiero, Robert Cozzone, the Company’s former Chief Operating Officer, Mr. Jensen and Mr. Nadeau are included in the “Non-CEO NEOs” columns. For 2021 and 2020, Mr. Ruggiero, Mr. Cozzone, Mr. Nadeau and Edward Seksay, the Company’s former General Counsel, are included in the “Non-CEO NEOs” columns. (4) The Peer Group TSR set forth in this table utilizes the KBW NASDAQ Bank Index, Peer Group 1, (assuming reinvestment of all dividends) and the KBW NASDAQ Regional Banking Index, Peer Group 2, (assuming reinvestment of all dividends), which we also utilize in the Total Return Performance Graph in Item 5 of the Company’s Form 10-K for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the KBW NASDAQ Bank Index and the KBW NASDAQ Regional Banking Index, respectively, and assumes reinvestment of all dividends. Historical stock performance is not necessarily indicative of future stock performance. Details of the adjustments from the Summary Compensation to CAP are below, for the years indicated:

  37. Pay Versus Performance

    | | 2024 | | | Adjustments | Current CEO Jeffrey Tengel | Average non-CEO NEOs | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY | $— | $— | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | — | — | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | (851,509) | (213,536) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 959,436 | 214,764 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | (38,850) | (6,331) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | — | 4,206 | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | (62,744) | (25,570) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that failed to meet the applicable vesting conditions during Applicable FY, determined as of Prior FY End | — | (45,264) | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | — | — | | Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | — | — | | Total Adjustments | $6,333 | $(71,731) |

  38. Pay Versus Performance

    | | 2023 | | | | Adjustments | Former CEO Christopher Oddleifson | Current CEO Jeffrey Tengel | Average non-CEO NEOs | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable Fiscal Year ("FY") | $(804,577) | $— | $(52,416) | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | 323,112 | — | 15,701 | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | — | (2,008,786) | (249,193) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | — | 1,994,222 | 249,699 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | (159,002) | — | (82,662) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | — | — | 2,566 | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | (153,164) | — | (21,842) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that failed to meet the applicable vesting conditions during Applicable FY, determined as of Prior FY End | (1,163,854) | — | (86,380) | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | — | — | — | | Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | — | — | — | | Total Adjustments | $(1,957,485) | $(14,564) | $(224,527) |

  39. Pay Versus Performance

    | | 2022 | | | Adjustments | Former CEO Christopher Oddleifson | Average non-CEO NEOs | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY | $— | $— | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | 397,084 | 22,880 | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | (711,438) | (251,968) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 993,698 | 350,966 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | 63,357 | 18,830 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | — | — | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | 20,160 | 5,663 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that failed to meet the applicable vesting conditions during Applicable FY, determined as of Prior FY End | (240,853) | (60,213) | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | — | — | | Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | — | — | | Total Adjustments | $522,008 | $86,158 |

  40. Pay Versus Performance

    | | 2021 | | | Adjustments | Former CEO Christopher Oddleifson | Average non-CEO NEOs | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY | $(155,087) | $(9,113) | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | 449,226 | 55,598 | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | (822,517) | (253,712) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 926,671 | 285,758 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | 193,722 | 55,349 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | — | — | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | 185,412 | 46,579 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that failed to meet the applicable vesting conditions during Applicable FY, determined as of Prior FY End | (67,264) | (16,274) | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | — | — | | Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | — | — | | Total Adjustments | $710,163 | $164,185 |

  41. Pay Versus Performance

    | | 2020 | | | Adjustments | Former CEO Christopher Oddleifson | Average non-CEO NEOs | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY | $(1,291,254) | $(223,256) | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | 427,975 | 56,199 | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | (664,774) | (202,277) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 748,584 | 227,830 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | (245,840) | (64,384) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | — | — | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | (120,971) | (29,769) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that failed to meet the applicable vesting conditions during Applicable FY, determined as of Prior FY End | — | — | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | — | — | | Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | — | — | | Total Adjustments | $(1,146,280) | $(235,657) |

  42. Pay Versus Performance

    The following table summarizes the relationship between CEO CAP and average Other NEO CAP versus the Company’s cumulative TSR and the relationship between the Company’s cumulative TSR and peer group cumulative TSR for each year presented: The following table summarizes the relationship between CEO CAP and average Other NEO CAP versus the Company’s net income for each year presented: The following table summarizes the relationship between CEO CAP and average Other NEO CAP versus the Company’s ROATCE for each year presented: The following table is a list of the Company’s most important financial measures used to link executive CAP to the CEO and Other NEOs during the last fiscal year to Company performance.

  43. Pay Versus Performance

    | Tabular List of Most Important Financial Performance Measures | | Return on average tangible common equity (Non-GAAP) (calculated by dividing net income by average tangible common equity) | | Net operating earnings per share (Non-GAAP) (1) (net operating earnings calculated as net income less noncore items, such as merger and acquisition expenses) | | Return on average assets (GAAP) (calculated by dividing net income by average assets) | | Return on average common equity (GAAP) (calculated by dividing net income by average common equity) |

  44. Pay Versus Performance

    (1) Please refer to the Company’s Annual Report on Form 10-K for a reconciliation of Net Operating Earnings to Net Income.

  45. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table provides information relating to the grants of plan-based awards during 2024. “Grant Date” refers to the date of stock awards granted during 2024. We calculated the grant date fair value of stock awards 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.

  46. GRANTS OF PLAN-BASED AWARDS

    | | | | | | | | | 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 Equity | | | of Stock | Underlying | Option | Based | | | | Incentive Plan Awards (1) | | | Incentives Plan Awards (2) | | | or Units (3) | Options | Awards | Awards (4) | | Name | Grant Date | Threshold | Target | Maximum | Threshold (#) | Target (#) | Maximum (#) | (#) | (#) | ($/SH) | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Jeffrey Tengel | | $437,750 | $875,500 | $1,444,575 | | | | | | | $— | | | 2/22/2024 | | | | 3,225 | 6,450 | 12,900 | | | | $340,076 | | | 2/22/2024 | | | | | | | 9,700 | — | — | $511,433 | | Mark Ruggiero | | $201,346 | $402,691 | $704,709 | | | | | | | $— | | | 2/22/2024 | | | | 1,250 | 2,500 | 5,000 | | | | $131,813 | | | 2/22/2024 | | | | | | | 3,700 | — | — | $195,083 | | Gerard Nadeau | | $156,563 | $313,125 | $547,969 | | | | | | | $— | | | 2/22/2024 | | | | 1,150 | 2,300 | 4,600 | | | | $121,268 | | | 2/22/2024 | | | | | | | 3,500 | — | — | $184,538 | | Patricia Natale | | $92,009 | $184,017 | $322,030 | | | | | | | $— | | | 2/22/2024 | | | | 550 | 1,100 | 2,200 | | | | $57,998 | | | 2/22/2024 | | | | | | | 1,650 | — | — | $86,996 | | Lee Powlus | | $99,450 | $198,900 | $348,075 | | | | | | | $— | | | 2/22/2024 | | | | 625 | 1,250 | 2,500 | | | | $65,906 | | | 2/22/2024 | | | | | | | 1,850 | — | — | $97,541 | | Dawn Mugford (5) | | $78,624 | $157,248 | $275,184 | | | | | | | $— | | | 2/22/2024 | | | | 475 | 950 | 1,900 | | | | $50,089 | | | 2/22/2024 | | | | | | | 1,450 | — | — | $76,451 |

  47. GRANTS OF PLAN-BASED AWARDS

    (1) The amounts reported in the Target column represent each named executive officer’s Target Award under the Executive Incentive Plan Scorecard. We calculated the amounts reported in the Threshold column for each named executive officer assuming that threshold performance was attained for the Bank Performance Factor and, other than for our CEO, assuming the Individual Performance Adjustment Factor was attained at 100%. We calculated the amounts reported in the Maximum column for each named executive officer assuming that maximum performance was attained for the Bank Performance Factor and the Individual Performance Adjustment 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. See the Compensation Discussion and Analysis under “Annual Cash Incentive Compensation” for a discussion of the awards paid to the named executive officers for 2024 performance. (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 2024 subject to achievement of specified levels of ROATCE as compared to the peer group as described in the Compensation Discussion and Analysis under “Long-Term Equity Compensation – Performance-Based and Time-Based Restricted Stock Awards.” (3) These amounts represent the number of time-based restricted shares granted to each named executive officer in 2024. (4) The amounts reported are the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718. The grant date per share fair value for both the performance-based and time-based restricted stock awards was $52.73. (5) Ms. Mugford terminated employment with the Company effective November 1, 2024. In connection with her termination, a portion of each of the equity awards reported here was forfeited. See above under “Dawn A. Mugford – Severance Benefits” for additional information.

  48. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The table set forth below contains individual equity awards that were outstanding as of December 31, 2024 for our named executive officers. None of our named executive officers holds stock option awards.

  49. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | | Stock Awards | | | | | | | | | Equity Incentive Plan Awards: | | | | | Equity Incentive Plan Awards: | Market or Payout Value | | | Number of Shares | Market Value of Shares | Number of Unearned Shares, | Number of Unearned Shares, | | | or Units of Stock | or Units of Stock | Units or Other Rights | Units or Other Rights | | Name | That Have Not Vested (#) | That Have Not Vested | That Have Not Vested (#) | That Have Not Vested | | (a) | (g) | (h) | (i) | (j) | | Jeffrey Tengel | 9,847(4) | $632,079 | | | | | 5,033(5) | $323,068 | | | | | 9,700(6) | $622,643 | | | | | | | 10,100(8) | $648,319 | | | | | 12,900(9) | $828,051 | | Mark Ruggiero | 150(1) | $9,629 | | | | | 380(2) | $24,392 | | | | | 1,050(3) | $67,400 | | | | | 1,833(5) | $117,660 | | | | | 3,700(6) | $237,503 | | | | | | | 1,794(7) | $114,933 | | | | | 3,700(8) | $237,503 | | | | | 5,000(9) | $320,950 | | Gerard Nadeau | 360(1) | $23,108 | | | | | 780(2) | $50,068 | | | | | 1,290(3) | $82,805 | | | | | 1,733(5) | $111,241 | | | | | 3,500(6) | $224,665 | | | | | | | 2,184(7) | $139,918 | | | | | 3,500(8) | $224,665 | | | | | 4,600(9) | $295,274 | | Patricia Natale | 160(1) | $10,270 | | | | | 360(2) | $23,108 | | | | | 510(3) | $32,737 | | | | | 666(5) | $42,751 | | | | | 1,650(6) | $105,914 | | | | | | | 2,200(9) | $141,218 | | Lee Powlus | 1,850(6) | $118,752 | | | | | | | 2,500(9) | $160,475 | | Dawn Mugford | | | 529(9) | $33,957 |

  50. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    (1) This stock award vests evenly over the five-year period beginning February 27, 2020. These remaining unvested shares vested on February 27, 2025. (2) This stock award vests evenly over the five-year period beginning February 18, 2021. Of these remaining unvested shares, 50% vested on February 18, 2025 and the balance will vest on February 18, 2026. (3) This stock award vests evenly over the five-year period beginning February 17, 2022. Of these remaining unvested shares, 33% vested on February 17, 2025 and the balance will vest evenly on each of February 17, 2026 and 2027. (4) This stock award vests evenly over the five-year period beginning February 6, 2023. Of these remaining unvested shares, 25% vested on February 6, 2025 and the balance will vest evenly on each of February 6, 2026, 2027 and 2028. (5) This stock award vests evenly over the three-year period beginning February 16, 2023. Of these remaining unvested shares, 50% vested on February 16, 2025 and the balance will vest on February 16, 2026. (6) This stock award vests evenly over the three-year period beginning February 22, 2024. Of these remaining unvested shares, 33% vested on February 22, 2025 and the balance will vest evenly on each of February 22, 2026, and 2027. (7) This performance-based restricted share award vested on March 19, 2025, based on achieving specified levels of ROATCE performance as compared to our peer group over the three-year performance period from January 1, 2022 to December 31, 2024. Earned shares vested upon Compensation Committee certification of performance achievement following completion of the performance period. These awards were earned at 78% of maximum, as shown here. (8) This performance-based restricted share award will vest based on achieving specified levels of ROATCE performance as compared to our peer group over the three-year performance period from January 1, 2023 to December 31, 2025. 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 ROATCE performance as compared to our peer group over the three-year performance period from January 1, 2024 to December 31, 2026. 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.

  51. OPTION EXERCISES AND STOCK VESTED

    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:

  52. OPTION EXERCISES AND STOCK VESTED

    | | 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) | | Jeffrey Tengel | — | $— | 4,979 | $268,684 | | Mark Ruggiero | — | $— | 2,797 | $144,947 | | Gerard Nadeau | — | $— | 4,487 | $230,717 | | Patricia Natale | — | $— | 964 | $51,208 | | Lee Powlus | — | $— | — | $— | | Dawn Mugford | — | $— | 830 | $48,355 |

  53. PENSION BENEFITS

    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, 2024 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 5.41% that 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-2021. The discount rate used for computing the Defined Benefit Plan present value of accumulated benefit is 5.54%, which is based on the FTSE Pension Liability Index as of December 31, 2024. 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. Nadeau 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, 2024.

  54. PENSION BENEFITS

    | | | | Present Value of | | | | Plan | Number of Years | Accumulated | Payments During | | Name | Name | Credited Service | Benefit | Last Fiscal Year | | (a) | (b) | (c) | (d) | (e) | | Jeffrey Tengel | Defined Benefit Plan | — | $— | $— | | | Rockland SERP | — | $— | $— | | Mark Ruggiero | Defined Benefit Plan | — | $— | $— | | | Rockland SERP | — | $— | $— | | Gerard Nadeau | Defined Benefit Plan | 22.500 | $807,000 | $— | | | Rockland SERP | 40.500 | $2,114,402 | $— | | Patricia Natale | Defined Benefit Plan | — | $— | $— | | | Rockland SERP | — | $— | $— | | Lee Powlus | Defined Benefit Plan | — | $— | $— | | | Rockland SERP | — | $— | $— | | Dawn Mugford | Defined Benefit Plan | — | $— | $— | | | Rockland SERP | — | $— | $— |

  55. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION As discussed above in the Compensation Discussion and Analysis under “Retirement Plans - Nonqualified Retirement Plans for Executive Officers,” the Company’s named executive officers participate in the Restoration Plan and the Nonqualified Deferred Compensation Plan (referred to as “NQDC” in the table below). The following table provides details regarding our named executive officers’ participation in our nonqualified Restoration Plan and NQDC as of December 31, 2024.

  56. NONQUALIFIED DEFERRED COMPENSATION

    | 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) | | Jeffrey Tengel | Restoration | $— | $118,731 | $— | $— | $118,731 | | | NQDC | $102,192 | $— | $2,017 | $— | $104,209 | | Mark Ruggiero | Restoration | $— | $65,768 | $13,121 | $— | $217,704 | | | NQDC | $— | $— | $— | $— | $— | | Gerard Nadeau | Restoration | $— | $283,484 | $61,077 | $— | $902,035 | | | NQDC | $— | $— | $— | $— | $— | | Patricia Natale | Restoration | $— | $18,522 | $— | $— | $18,522 | | | NQDC | $— | $— | $— | $— | $— | | Lee Powlus | Restoration | $— | $— | $— | $— | $— | | | NQDC | $— | $— | $— | $— | $— | | Dawn Mugford | Restoration | $— | $14,553 | $(480) | $— | $14,073 | | | NQDC | $— | $— | $— | $— | $— |

  57. NONQUALIFIED DEFERRED COMPENSATION

    (1) Columns (c) and (f) include amounts that were earned during 2024 and were funded to the plan in 2025, with the exception of Ms. Mugford’s contribution, which was funded in December 2024. All amounts reported in column (c) have been reported as compensation in the Summary Compensation Table.

  58. NONQUALIFIED DEFERRED COMPENSATION

    | STOCK OWNERSHIP AND OTHER MATTERS |

  59. NONQUALIFIED DEFERRED COMPENSATION

    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, 2024, except to the extent otherwise indicated in the footnotes, 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:

  60. NONQUALIFIED DEFERRED COMPENSATION

    | | Amount and | | | | Nature of Beneficial | Percent | | Name of Beneficial Owner | Ownership | of Class (1) | | BlackRock, Inc. | 6,276,602(2) | 14.3% | | 50 Hudson Yards | | | | New York, NY 10001 | | | | The Vanguard Group, Inc. | 5,272,986(3) | 12.02% | | 100 Vanguard Blvd. | | | | Malvern, PA 19355 | | | | State Street Corporation | 2,230,305(4) | 5.09% | | State Street Financial Center | | | | 1 Congress Street, Suite 1 | | | | Boston, MA 02114 | | | | Dimensional Fund Advisors LP | 2,282,315(5) | 5.4% | | 6300 Bee Cave Road | | | | Building One | | | | Austin, TX 78746 | | | | Donna L. Abelli | 13,074 | ** | | Michael P. Hogan | 11,028 | ** | | Mary L. Lentz | 11,749 | ** | | Eileen C. Miskell | 13,463 | ** | | John J. Morrissey | 13,154 | ** | | James O’Shanna Morton | 3,651 | ** | | Dawn Mugford | 960(6) | ** | | Gerard F. Nadeau | 32,677(7) | ** | | Patricia M. Natale | 6,448 | ** | | Daniel F. O’Brien | 25,713 | ** | | Susan Perry O’Day | 104,829(8) | ** | | Leif O'Leary | — | ** | | Dawn Perry | — | ** | | Lee C. Powlus | 2,362 | ** | | Aparna Ramesh | — | ** | | Mark J. Ruggiero | 17,150 | ** | | Scott K. Smith | 5,070 | ** | | Jeffrey J. Tengel | 32,497(9) | ** | | Thomas R. Venables | 21,024 | ** | | Directors and executive officers as a group (22 Individuals) | 345,564(10) | 0.81% |

  61. NONQUALIFIED DEFERRED COMPENSATION

    ___________ ** 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, 2024. 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, 2024 are deemed to be outstanding for the purpose of computing the amount and percentage of outstanding common stock owned by such person. All time-based restricted shares held by our directors, named executive officers and other executive officers are reflected in the table as all such shares carry the right to vote. Performance-based restricted shares held by named executive officers and other executive officers are not reflected in the table as holders of these shares do not participate in the rewards of stock ownership until such shares are vested. (2)Shares owned as of December 31, 2023, based upon a Schedule 13G/A filed with the SEC on January 23, 2024. (3)Shares owned as of December 31, 2023, based upon a Schedule 13G/A filed with the SEC on February 13, 2024. (4)Shares owned as of December 31, 2023, based upon a Schedule 13G filed with the SEC on January 24, 2024. (5)Shares owned as of September 30, 2024, based upon a Schedule 13G filed with the SEC on October 31, 2024. (6)Shares owned as of November 1, 2024, based upon the last records available to the Company. (7)Includes 517 shares owned by children over which Mr. Nadeau has custodial powers. (8)Includes 191 shares held by an estate of which Ms. O’Day is the executor, and 100,000 shares held in the name of A.W. Perry Inc., of which Ms. O’Day is a Board member. (9)Includes 2,192 shares owned jointly my Mr. Tengel and his spouse. (10)This amount includes a total of 10,000 shares, which the group has a right to acquire within 60 days of December 31, 2024 through the exercise of stock options granted pursuant to the Company’s Stock Plans.