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INDEPENDENT BANK CORP

For the period ended Dec 31, 2023. Filed Mar 28, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2023 · Filed Mar 28, 2024

INDB$84.10-0.4%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the RegistrantxFiled by a Party other than the Registranto
Check the appropriate box:
oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to §240.14a-12

INDEPENDENT BANK CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
xNo fee required
oFee paid previously with preliminary materials
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)1 and 0-11

March 28, 2024

Dear Fellow Shareholder:

I am pleased to invite you to our 2024 Annual Shareholder Meeting (“Annual Meeting”), which will be held at 11:00 a.m. on Thursday, May 16, 2024. The 2024 Annual Meeting will be conducted solely by means of remote communication (a “virtual-only” meeting). The following pages contain information about the Annual Meeting. There will be no physical location for the Annual Meeting. Please see the Notice of Annual Shareholder Meeting and Proxy Statement for additional details. We will provide a live audio webcast of the Annual Meeting at https://meetnow.global/M5ATJMX. For further information on how to attend the Annual Meeting, Please see “How do I attend the virtual annual meeting?” on page 3 of the proxy statement.

We are once again pleased to reduce the environmental impact of our proxy materials and lower delivery costs by furnishing you with instructions on how to access proxy materials over the internet and vote online. On or about April 3, 2024, we will mail a Notice of Internet Availability of Proxy Materials (Notice) to all holders of our common stock at the close of business on March 22, 2024, the record date for our annual meeting, and will post our proxy materials on the website that the Notice references. If you would like to receive a printed copy of our proxy materials, the Notice describes how to request them.

Your vote is important. You can ensure that your shares are represented at the Annual Meeting by voting and submitting your proxy in advance of the Annual Meeting. Voting procedures and instructions for how to attend the virtual-only Annual Meeting are described in the proxy statement.

Cordially,

Jeffrey Tengel

President and Chief Executive Officer

Chief Executive Officer

Rockland Trust Company

NOTICE OF 2024 ANNUAL SHAREHOLDER MEETING

The Annual Shareholder Meeting of Independent Bank Corp. will be held solely

by means of remote communication, in a live audio webcast format at

https://meetnow.global/M5ATJMX

on May 16, 2024 at 11:00 a.m. Eastern Time

There will be no physical location for the annual meeting.

Online access to the annual meeting will begin at 10:45 a.m. Eastern Time.

At the annual meeting we will ask you to:

(1) Reelect Donna L. Abelli, Mary L. Lentz, John J. Morrissey and Jeffrey J. Tengel as Class I Directors;

(2) Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024;

(3) Approve, on an advisory basis, the compensation of our named executive officers;

(4) Transact any other business that may properly come before the annual meeting.

You may vote at the annual meeting if you were a shareholder of record at the close of business on March 22, 2024.

Attending the annual meeting:

The annual meeting will be held in a virtual meeting format only on May 16, 2024 at 11:00 a.m. Eastern Time. You can virtually attend the live audio webcast of the annual meeting at https://meetnow.global/M5ATJMX. To vote and ask questions at the annual meeting, you will need to login with your 15-digit control number, which can be found on the Notice of Internet Availability of Proxy Materials or your proxy card.

Online access to the annual meeting will begin at 10:45 a.m. Eastern Time. There will be no physical location for the annual meeting.

Beneficial stockholders whose shares are registered in the name of a bank, broker or other nominee may need to obtain the information required to be able to participate in, and vote at, the annual meeting, including their control number, from their bank, broker or other nominee. If a beneficial holder has any questions regarding attendance at the annual meeting, they should contact their broker, bank or other nominee who holds their shares.

Important Notice Regarding Internet Availability of Proxy Materials: The Proxy Statement and our Annual Report to Shareholders for the year ended December 31, 2023 are available at www.envisionreports.com/INDB.

By Order of the Independent Bank Corp. Board of Directors

Rockland, MassachusettsPatricia M. Natale
March 28, 2024Executive Vice President, General Counsel and Corporate Secretary

YOUR VOTE IS IMPORTANT REGARDLESS OF HOW MANY SHARES YOU OWN. Please vote your shares promptly, even if you plan to attend the annual meeting. The proxy statement describes voting procedures.

INDEPENDENT BANK CORP. PROXY STATEMENT

TABLE OF CONTENTS

Page
THE ANNUAL MEETING AND VOTING PROCEDURES
Proxy Summary Sheet1
When and where will the annual meeting be held?2
What is the purpose of the meeting?2
Who can vote?2
How do I vote?2
How do I attend the virtual annual meeting?3
How do I submit questions during the virtual annual meeting?4
Will technical assistance be available during the annual meeting?4
Can I revoke or change my vote?4
Who is asking for my vote?4
What are the Board’s voting recommendations?5
How will you vote my proxy?5
How many shareholders need to attend the meeting?5
How many votes are needed?5
Who can attend the meeting?6
Where can I find the voting results from the meeting?6
Householding of meeting materials6
Shareholder List6
PROPOSALS TO BE VOTED UPON AT ANNUAL MEETING
Election of Directors (Proposal 1)6
Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal 2)8
Advisory Vote on Executive Compensation (Proposal 3)9
Other Matters9
BOARD OF DIRECTORS INFORMATION
Current Board Members10
Board Composition, Tenure, and Experience15
Corporate Governance Information16
Environmental, Social, and Governance (“ESG”)16
Anti-Hedging and Anti-Pledging Policy16
Board Leadership Structure, Executive Sessions and Oversight of Risk Management17
Shareholder Communications to Board17
Shareholder Director Nominations and Recommendations18
Shareholder Proposals for Next Annual Meeting19
Director Attendance at Annual Shareholder Meeting and Meetings of the Board and its Committees19
Director Compensation20
Director Cash Compensation20
Director Deferred Compensation Program22
Director Equity Compensation22
Director Stock Ownership Guidelines22
Director Compensation Table23
Report of the Audit Committee24
Compensation Committee Interlocks and Insider Participation25
Related Party Transactions25
Director Independence25
EXECUTIVE OFFICER INFORMATION
Executive Officers26
Relationship Between Compensation Policies and Risk29
Compensation Committee Report29
Compensation Discussion and Analysis30
Executive Compensation Summary30
Compensation Committee - Composition and Responsibility32
Compensation Philosophy34
Say on Pay Results35
Use of Peer Groups and Survey Information35
Compensation Program Elements36
Base Salary36
Annual Cash Incentive Compensation37
Long-Term Equity Compensation38
Clawback: Incentive Compensation Recovery Policy39
Executive Stock Ownership Guidelines40
Retirement Benefits40
Employment Agreements42
Employment Agreement with our CEO - Jeffrey Tengel42
Succession and Consulting Services Agreement with our Former CEO - Christopher Oddleifson43
Other Named Executive Officer Employment Agreements44
Key Executive Severance Plan45
Key Executive Change in Control Severance Plan45
CEO and Executive Officer Restricted Stock Award Agreements46
CEO Pay Ratio Disclosure46
Prohibition on Hedging and Pledging47
Table of Potential Benefits Payable Upon Termination or Change in Control47
Tabular Disclosures Regarding Executive Officers49
Summary Compensation Table49
Pay Versus Performance51
Grants of Plan-Based Awards56
Outstanding Equity Awards at Fiscal Year End57
Option Exercises and Stock Vested59
Pension Benefits59
Nonqualified Deferred Compensation61
STOCK OWNERSHIP AND OTHER MATTERS
Common Stock Beneficially Owned by: any Person or Entity who Owns More than 5% of our Common Stock, our Directors and Named Executive Officers, and all of our Executive Officers and Directors as a Group62
Delinquent Section 16(a) Reports63
Solicitation of Proxies and Expenses of Solicitation63
ContentsView on SEC.gov

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