INDEPENDENT BANK CORP
For the period ended Dec 31, 2023. Filed Mar 28, 2024.
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Dec 31, 2023 · Filed Mar 28, 2024
Contents
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.
| 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 · Net Income · 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) · Dollars in thousands · (“ROATCE” ) | |||||||||||||
| (a) · (b) · (b) · (c) · (c) · (d) · (e) · (f) · (g) · (g) · (h) · (i) | |||||||||||||
| 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% | ||
(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 2023, Mr. Ruggiero, Mr. Nadeau, Ms. Harris, Mr. Rizzo and Mr. Jensen 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, 2023. 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.
Independent Bank Corp. 2024 Proxy Statement - 51
Details of the adjustments from the Summary Compensation to CAP are below, for the years indicated:
| 2023 | |||
|---|---|---|---|
| Adjustments | Former CEOChristopher 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) |
| 2022 | ||
|---|---|---|
| Adjustments | Former CEOChristopher 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 |
Independent Bank Corp. 2024 Proxy Statement - 52
| 2021 | ||
|---|---|---|
| Adjustments | Former CEOChristopher 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 |
| 2020 | ||
|---|---|---|
| Adjustments | Former CEOChristopher 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) |
Independent Bank Corp. 2024 Proxy Statement - 53
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:
Independent Bank Corp. 2024 Proxy Statement - 54
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.
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)
(1) Please refer to the Company’s Annual Report on Form 10-K for a reconciliation of Net Operating Earnings to Net Income.
Independent Bank Corp. 2024 Proxy Statement - 55
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.