Document

DEF 14A 1 indbproxy2020document-def1.htm 2021 PROXY STATEMENT Document

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 Registrant

Filed by a Party other than the Registrant


Check the appropriate box:
o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting 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 the appropriate box):
x	No fee required.

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:


o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


			(1)			Amount Previously Paid:

			(2)			Form, Schedule or Registration Statement No.:

			(3)			Filing Party:

			(4)			Date Filed:

April 1, 2021

Dear Fellow Shareholder:

I am pleased to invite you to our 2021 Annual Shareholder Meeting ("Annual Meeting"), which will be held at 12:00 p.m. on Thursday, May 20, 2021. Due to the coronavirus (COVID-19) pandemic, and in the interest of the health and well-being of our shareholders, directors and employees, we have decided to conduct the 2021 Annual Meeting solely by means of remote communication (a “virtual-only” 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 http://www.meetingcenter.io/201233428. 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. At this time, the Company intends to return to an in-person Annual Meeting format in 2022. We understand this is a difficult time for everyone, presenting both unique and shared challenges for individuals and families across the globe. We hope you and your families are weathering these challenges as well as possible.

The following pages contain information about the Annual Meeting. We are once again pleased to reduce the environmental impact of our proxy materials and lower delivery costs by furnishing you with instructions on how to access proxy materials over the internet and vote online. On or about April 7, 2021, we will begin mailing a Notice of Internet Availability of Proxy Materials (Notice) to all holders of our common stock at the close of business on March 26, 2021, the record date for our annual meeting, and will post our proxy materials on the website referenced in the Notice. If you would like to receive a printed copy of our proxy materials, please follow the instructions provided in the Notice to request them.

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

Thank you for your support. Stay safe.

Cordially,

Christopher Oddleifson

President and Chief Executive Officer

Independent Bank Corp.

Chief Executive Officer

Rockland Trust Company

NOTICE OF 2021 ANNUAL SHAREHOLDER MEETING

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

by remote communication, in a live audio webcast format at

http://www.meetingcenter.io/201233428

on May 20, 2021 at 12:00 p.m. Eastern Time

There will be no physical location for the annual meeting.

Online access to the annual meeting will begin at 11:45 a.m. Eastern Time.

At the annual meeting we will ask you to:

(1) Reelect Donna L. Abelli, Kevin J. Jones, Mary L. Lentz, John J. Morrissey and Frederick Taw as Class I Directors;

(2) Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2021;

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

(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 26, 2021.

Attending the annual meeting:

The annual meeting will be held in a virtual meeting format only on May 20, 2021 at 12:00 p.m. Eastern Time. You can virtually attend the live audio webcast of the annual meeting at http://www.meetingcenter.io/201233428. 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. If prompted for an additional code or password, please enter: INDB2021.

Online access to the annual meeting will begin at 11:45 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, 2020 are available at www.envisionreports.com/INDB.

By Order of the Independent Bank Corp. Board of Directors

Rockland, Massachusetts Patricia M. Natale

April 1, 2021 Deputy 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. Voting procedures are described in the proxy statement.

INDEPENDENT BANK CORP. PROXY STATEMENT

TABLE OF CONTENTS


			Page
THE ANNUAL MEETING AND VOTING PROCEDURES
Proxy Summary Sheet			1
When and where will the annual meeting be held?			2
What is the purpose of the annual 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 my proxy be voted ?			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 Annual Meeting Materials			6
Shareholder List			6

PROPOSALS TO BE VOTED UPON AT ANNUAL MEETING
Election of Directors (Proposal 1)			7
Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal 2)			8
Advisory Vote on Executive Compensation (Proposal 3)			9
Other Matters			9

BOARD OF DIRECTOR INFORMATION
Current Board Members			10
Board Composition, Tenure and Experience			15
Corporate Governance Information			15
Anti-Hedging and Anti-Pledging Policy			15
Board Leadership Structure and Executive Sessions			16
Shareholder Communications to Board			16
Shareholder Director Nominations and Recommendations			17
Shareholder Proposals for Next Annual Meeting			18
Director Attendance at Annual Shareholder Meeting and Meetings of the Board and its Committees			18
Director Compensation			19
Director Cash Compensation			19
Director Deferred Compensation Program			20
Director Equity Compensation			20
Director Stock Ownership Guidelines			20
Director Compensation Table			21
Report of the Audit Committee			22


Compensation Committee Interlocks and Insider Participation			23
Related Party Transactions			23
Director Independence			23

EXECUTIVE OFFICER INFORMATION
Executive Officers			24
Relationship Between Compensation Policies and Risk			26
Compensation Committee Report			27
Compensation Discussion and Analysis			28
Executive Compensation Summary			28
Compensation Committee - Composition and Responsibility			30
Compensation Philosophy			31
Say on Pay Results			32
Use of Peer Groups and Survey Information			33
Compensation Program Elements			34
Base Salary			34
Annual Cash Incentive Compensation			34
Long-Term Equity Compensation			36
Incentive Compensation Recovery Policy			37
Executive Stock Ownership Guidelines			38
Retirement Benefits			38
Employment Agreements			40
CEO Employment Agreement			40
Executive Officer Employment Agreements			41
CEO and Executive Officer Restricted Stock Award Agreements			42
CEO Pay Ratio Disclosure			42
Prohibition on Hedging and Pledging			43
Table of Potential Benefits Payable Upon Termination or Change in Control			44
Tabular Disclosures Regarding Executive Officers			45
Summary Compensation Table			45
Grants of Plan-based Awards			46
Outstanding Equity Awards at Fiscal Year End			47
Option Exercises and Stock Vested			49
Pension Benefits			49
Nonqualified Deferred Compensation			51

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 Group			52
Delinquent Section 16(a) Reports			53
Solicitation of Proxies and Expenses of Solicitation			53

Table of Contents

PROXY SUMMARY

This page summarizes information described in more detail elsewhere in this proxy statement. You should read the entire proxy statement carefully before voting. Please review our 2020 Annual Report on Form 10-K for more information about our Company and its financial performance.

2021 Annual Shareholder Meeting

Date and Time:

Thursday, May 20, 2021, at 12:00 p.m. Eastern Time

Place:

Due to the public health concerns related to the novel coronavirus (COVID-19) pandemic, the 2021 Annual Meeting will be held solely by means of remote communication, in a live audio webcast format at http://www.meetingcenter.io/201233428. Please refer to the proxy statement for more details about our virtual-only meeting.

Record Date:

March 26, 2021

Voting Matters and Board Recommendations

Proposal

Board Recommendation

For More Information

Proposal 1 -

Reelect Donna L. Abelli, Kevin J. Jones, Mary L. Lentz, John J. Morrissey and Frederick Taw

“FOR” all nominees

Page

Name

Age

Director Since

Primary Occupation

Committee Memberships

Independent

Donna L. Abelli

2005

CPA and Professor

C, E, N, R

Kevin J. Jones

1997

Business Owner

C, E, N

Mary L. Lentz

2016

Commercial Real Estate Broker

A, T

John J. Morrissey

2012

Lawyer

N, R, T

Frederick Taw

2015

Restaurant Owner

A - Audit Committee C - Compensation Committee E - Executive Committee N - Nominating & Corporate Governance Committee R - Risk Committee T - Trust Committee

Proposal 2 -

Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2021

“FOR”

Page

Proposal 3 -

Approve, on an advisory basis, the compensation of our named executive officers

“FOR”

Page

How to Cast Your Vote

The Board of Directors of Independent Bank Corp. is soliciting proxies for use at the Annual Shareholder Meeting to be held on May 20, 2021, and at any adjournment or postponement of the meeting for which no new record date is set. The proxy materials are being made available to shareholders on or about April 7, 2021.

Your vote is important. Even if you plan to attend our Annual Shareholder Meeting, please play a part in the future of Independent Bank Corp. and cast your vote as soon as possible by:

Internet
www.envisionreports.com/INDB.

Telephone
1-800-652-8683

Mail

You can also vote at the Annual Shareholder Meeting. Stock in the Rockland Trust Company Employee Savings, Profit Sharing and Stock Ownership Plan must be voted by 11:59 p.m., Eastern Time, on May 18, 2021.

Independent Bank Corp. 2021 Proxy Statement - 1

Table of Contents

2021 PROXY STATEMENT


THE ANNUAL MEETING AND VOTING PROCEDURES

This proxy statement contains information about the 2021 Annual Shareholder Meeting of Independent Bank Corp., which, for ease of reference, is referred to in this proxy statement as the "annual meeting" or the "meeting". Independent Bank Corp. is, for ease of reference, referred to in this proxy statement as the "Company," "we," "our" and "us." Rockland Trust Company, our wholly-owned bank subsidiary, is, for ease of reference, referred to in this proxy statement as "Rockland Trust." All directors serve on each of the Board of Directors of the Company and the Board of Directors of Rockland Trust, which are collectively referred to this in proxy statement as the “Board,” unless expressly indicated otherwise.

When and where will the annual meeting be held?

Due to the public health and safety concerns related to the novel coronavirus (COVID-19) pandemic, the 2021 annual meeting will be held solely by remote communication on Thursday, May 20, 2021 in a live audio webcast format at http://www.meetingcenter.io/201233428. There will be no physical location for the annual meeting. Online access to the annual meeting will begin at 11:45 a.m. Eastern Time. See below under “How do I attend the virtual annual meeting?” for detailed instructions on accessing the live webcast. At this time, the Company intends to return to an in-person annual meeting format in 2022.

What is the purpose of the annual meeting?

At the annual meeting, shareholders will vote upon the matters summarized in the formal meeting notice. This proxy statement contains important information for you to consider when deciding how to vote. Please read it carefully.

Who can vote?

Shareholders of record at the close of business on March 26, 2021 are entitled to vote. Each share of common stock is entitled to one vote at the annual meeting. On March 26, 2021, there were 33,024,909 shares of our common stock outstanding and eligible to vote.

How do I vote?

If you are a registered shareholder (that is, if you hold shares directly registered in your own name) you have four voting options:

•Over the internet at the internet address shown on your Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”);

•By telephone, by calling the telephone number on your proxy form;

•By mail, by completing, signing, dating, and returning your proxy form; or

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•By attending the virtual annual meeting as a "shareholder" and not as a "guest", using your 15-digit control number, and voting your shares by clicking on the "Cast Your Vote" link on the meeting center site. See instructions for "How do I attend the virtual annual meeting?" below.

Whether or not you plan to attend the virtual annual meeting, we strongly encourage you to vote your shares in advance of the meeting date by internet, telephone or by mail.

If your shares are held in the name of a bank, broker, or other nominee, which is known as being held in “street name,” you will receive separate voting instructions from that bank, broker or other nominee. If you hold your shares in street name, your ability to vote by internet or by telephone depends on the voting process of the entity that holds your shares. Although most banks, brokers, and nominees also offer internet and telephone voting, availability and specific procedures will depend on their voting arrangements. Please follow their directions carefully.

For Company stock you own in the Rockland Trust Company Employee Savings, Profit Sharing and Stock Ownership Plan, your proxy card or voting instructions must be received by 11:59 p.m., Eastern Time, on May 18, 2021. All outstanding shares of common stock for which you have provided instructions that are received by the applicable deadline will be voted.

Even if you plan to attend the virtual meeting, you are strongly encouraged to vote by proxy prior to the meeting.

How do I attend the virtual annual meeting?

All shareholders can listen to the live webcast by signing into the annual meeting at http://www.meetingcenter.io/201233428 as a guest. However, if you wish to vote or ask questions at the annual meeting, you must sign in as a shareholder, for which you will need your 15-digit control number.

Shareholders of Record:

If you were a shareholder of record as of the close of business on March 26, 2021, you are entitled to notice and to vote at the annual meeting. To do so, you must access the live webcast at http://www.meetingcenter.io/201233428 and enter the 15-digit control number, which can be found on your proxy card or Notice of Internet Availability that were sent to you. If prompted for an additional code or password, please enter: INDB2021. If you are unsure if you were a shareholder of record as of the record date, you may contact Computershare at 1-877-373-6374.

Beneficial Owners:

If you were a beneficial owner of shares of our common stock held in “street name” as of the close of business on March 26, 2021, to attend the meeting, you will need to obtain a legal proxy from your bank, broker or other nominee. You should contact your bank, broker or other nominee for instructions regarding how to obtain a legal proxy. You must submit the legal proxy to Computershare in advance of the annual meeting and obtain a control number from Computershare that will enable you to register to attend the meeting. Once you have received a legal proxy from your bank, broker or other nominee, you should submit it, along with your name and email address, to Computershare at legalproxy@computershare.com. Email requests for registration should be labeled as “Legal Proxy” and must be received by Computershare by 5:00 p.m., Eastern Time, on May 14, 2021. You will receive a confirmation email from Computershare with a 15-digit control number. To access the live webcast of the annual meeting, you should go to http://www.meetingcenter.io/201233428 and enter your 15-digit control number. If prompted for an additional code or password, enter: INDB2021. If you need assistance obtaining a legal proxy from your bank, broker or other nominee, please contact our proxy solicitor Georgeson LLC at 1-888-549-6618.

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How do I submit questions during the virtual annual meeting?

If you are a shareholder of record or a beneficial owner that has received a legal proxy and has registered to attend the meeting as described above, you may submit questions during the annual meeting by accessing the live webcast at http://www.meetingcenter.io/201233428 as a "shareholder" and not as a "guest." To do so, you will enter your 15-digit control number and the password INDB2021. Questions can be asked by clicking on the message icon in the upper right-hand corner of your screen after logging into the meeting. To return to the main page, click the “I” icon at the top of the screen.

Will technical assistance be available during the annual meeting?

Technical assistance will be available during the annual meeting by clicking on “Technical Support” on the meeting center site. If you have any questions about the proxy statement, the Notice of Internet Availability or the virtual annual meeting, or if you need assistance with voting procedures, including casting or changing your vote, please contact:

Ms. Meagan Silva

Investor Relations Contact

Independent Bank Corp.

288 Union Street

Rockland, MA 02370

Direct Line: (781) 982-6737

Toll Free: (800) 222-2299

Can I revoke or change my vote?

You may revoke your proxy and change your vote at any time before voting begins at the annual meeting.

Any shareholder giving a proxy has the power to revoke it at any time before it is exercised by (i) filing a written notice of revocation with our Secretary at least one business day prior to the meeting, (ii) submitting a duly executed proxy bearing a later date which is received by our Secretary prior to the deadline noted above, or (iii) attending the annual meeting and voting electronically.

If your shares are held in street name, you should contact your bank, broker, or other nominee to revoke your proxy or, if you have obtained a legal proxy from the entity which holds your shares giving you the right to vote your shares at the meeting, you may change your vote by attending the meeting and voting electronically.

Who is asking for my vote?

The Independent Bank Corp. Board of Directors is requesting your vote. We filed a definitive proxy statement with the United States Securities and Exchange Commission ("SEC") on April 1, 2021, a copy of which will be made available via the internet on April 7, 2021 at the website referenced in the Notice of Internet Availability.

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What are the Board's voting recommendations?

The Board recommends that you vote as follows:


(1)			“FOR” the reelection of each of Donna L. Abelli, Kevin J. Jones, Mary L. Lentz, John J. Morrissey and Frederick Taw to serve as Class I Directors.
(2)			“FOR” the proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2021.
(3)			“FOR” approval of the advisory vote on the compensation of our named executive officers.

How will my proxy be voted?

Each proxy that the Board receives that is not timely revoked, in writing, will be voted in accordance with the instructions it contains. If you submit your proxy but do not specify how you want your shares to be voted, they will be voted in accordance with the Board’s recommendations listed above under "What are the Board's voting recommendations?". The Board will only use proxies received prior to or at the annual meeting and any adjournments or postponements of the meeting for which no new record date is set. If any other matters properly come before the meeting, the persons appointed as proxies will vote in accordance with their best judgment.

How many shareholders need to attend the meeting?

In order to conduct the meeting, a majority of shares entitled to vote as of the record date, or at least 16,512,455 shares, must be present in person or by proxy. This is called a quorum. Under Section 7.08 of the Massachusetts Business Corporation Act, as modified by the Governor Baker's Order Regarding the Conduct of Shareholder Meetings by Public Companies (COVID-19 Order No. 19), virtual attendance at the annual meeting will be considered presence "in person" for purposes of determining a quorum. If you return valid proxy instructions or vote electronically at the meeting, you will be considered part of the quorum. Abstentions and broker non-votes are counted as being present for purposes of determining the presence of a quorum.

How many votes are needed?

Assuming a quorum is present, the vote required for approval of the matters to be considered is as follows:


Proposal 1:			A majority of votes cast, electronically or by proxy, at the annual meeting is required for the election of directors in uncontested elections.
Proposal 2:			A majority of votes cast, electronically or by proxy, is required to ratify the appointment of our independent registered accounting firm.
Proposal 3:			A majority of votes cast, electronically or by proxy, is required to approve the advisory proposal on the compensation of our named executive officers.

Abstentions and broker non-votes are not considered votes cast and accordingly are disregarded for purposes of determining whether a proposal has been approved. Approval by a “majority of votes cast” means that the number of votes cast “FOR” must exceed the number of votes cast “AGAINST”.

Banks, brokers, or other nominees may vote shares held for a customer in street name on matters that are considered to be “routine” even if they have not received instructions from their customer. If a matter is not considered “routine,” then the bank, broker, or other nominee may not vote shares with respect to that non-routine matter if they have not received instructions from their customer. A broker “non-vote” occurs when a bank, broker, or other nominee has not received voting instructions from a customer and cannot vote the customer's shares because the matter is not considered routine.

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The only proposal before the meeting this year deemed a “routine” matter is ratifying the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm. This means that if your shares are held in street name, your bank, broker, or other nominee can vote your shares on that proposal even if you do not provide timely voting instructions. All other proposals are not considered “routine” matters. As a result, if you do not instruct your bank, broker, or nominee how to vote on the other proposals, no vote will be cast and a broker “non-vote” will occur.

Who can attend the meeting?

Shareholders of record and beneficial owners at the close of business on March 26, 2021 are entitled to notice of and to vote at the annual meeting. Even if you plan to attend the virtual annual meeting, we encourage you to vote your shares in advance by proxy. If you choose to attend the virtual meeting, please refer to the section entitled "How do I attend the virtual annual meeting" above for instructions as to how to attend the virtual meeting.

Where can I find the voting results from the meeting?

The voting results will be reported in a Form 8-K, which will be filed with the SEC within four business days of the meeting.

Householding of annual meeting materials

Some banks, brokers, and other nominee record holders participate in the practice of “householding” proxy statements and annual reports. If a household participates in the householding program, it will receive one envelope containing the Notices of Internet Availability for all shareholders in the household (or, as the case may be, one set of proxy statement materials and a separate proxy card for each shareholder account in the household). If applicable, please vote all proxy cards enclosed in such a package. We will promptly deliver the Notice of Internet Availability separately, or deliver multiple copies of the proxy statement materials, to you if you contact us at the following address or telephone number: Patricia M. Natale, Deputy General Counsel and Corporate Secretary, Independent Bank Corp., 288 Union Street, Rockland, Massachusetts 02370; telephone: (781) 982-6549. If you hold your shares in street name and want to receive the Notice of Internet Availability separately or receive separate copies of the proxy statement materials in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker, or other nominee record holder.

Participation in householding will not affect or apply to any of your other shareholder mailings. Householding saves us money by reducing printing and postage costs and is environmentally friendly. It also creates less paper for shareholders to manage. If you are a beneficial holder, you can request information about householding from your broker, bank or other nominee.

Shareholder List

A list of shareholders entitled to vote at the annual meeting will be available for inspection upon request of any shareholder for a purpose germane to the annual meeting beginning on April 23, 2021. To access the shareholder list prior to the annual meeting, contact Meagan Silva, Investor Relations at (781) 982-6737 (Direct Line) or (800) 222-2299 (Toll Free). Shareholders submitting any such request must include their 15-digit control number.

The list of shareholders will also be available to registered shareholders during the annual meeting for inspection by shareholders admitted to the annual meeting for any purpose germane to the meeting.

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PROPOSALS TO BE VOTED UPON AT ANNUAL MEETING

Election of Directors (Proposal 1):

Our Board of Directors currently has 14 members. The Company's articles of organization provide that the Board shall be divided into three classes as nearly equal in number as possible, and that the members of each class are to be elected for a term of three years.

Directors continue to serve until their three-year term expires and until their successors are elected and qualified, unless they earlier reach the mandatory retirement age of 72, die, resign, or are removed from office. One class of directors is elected annually.

The Board or the Nominating and Corporate Governance Committee of the Board, which we sometimes refer to in this proxy statement as the "nominating committee", selects director nominees to be presented for shareholder approval at the annual meeting, including the nomination of incumbent directors for reelection and the consideration of any director nominations submitted by shareholders. For information relating to the nomination, or recommendation for nomination, of directors by our shareholders, see “Board of Directors Information - Shareholder Director Nominations and Recommendations” below.

All director candidates are evaluated in accordance with the criteria set forth in the Company's Governance Principles, which may be viewed by accessing the Investor Relations link under the About Us category on the Rockland Trust website: http://www.rocklandtrust.com, with respect to director qualifications. (We have included references to the Rockland Trust website address at different points in this proxy statement as an inactive textual reference and do not intend it to be an active link to our website. Information contained on our website is not incorporated by reference into this proxy statement.) In evaluating the qualifications of potential new directors, the nominating and governance committee considers a set of recruitment criteria intended to compliment the qualifications of the existing Board. The Board's recruitment strategy is focused on identifying nominees with relevant professional experience, expertise and diverse perspectives. For incumbent directors, the Board and the nominating committee also consider the director’s response to a self-assessment questionnaire and the director’s attendance and participation in, and overall contribution to, the work of the Board. Directors must be willing to devote sufficient time to carry out their duties and responsibilities and should be committed to serving on the Board for an extended period of time.

The Company’s By-Laws and Governance Principles provide for majority voting in uncontested director elections. In an uncontested election, if an incumbent director standing for election is not reelected by a majority of the votes cast, the director is required to promptly tender a notice of resignation to the Board. The resignation is not effective unless accepted by the Board. The nominating committee would then recommend whether the Board should accept or reject a tendered resignation. In determining whether to accept a tendered resignation, the Board would consider the potential impact of the resignation on compliance with applicable legal and listing standards and any other factors deemed relevant. The decision of the Board would be promptly disclosed in a Form 8-K. In contested director elections, the vote standard would be a plurality of votes cast.

All nominees currently serve on our Board. The Board and the nominating committee, with the directors up for reelection abstaining, have nominated Donna L. Abelli, Kevin J. Jones, Mary L. Lentz, John J. Morrissey and Frederick Taw, whom we refer to in this proxy statement as the "board nominees," for reelection at the annual meeting to the class of directors whose terms will expire at the 2024 annual meeting. In nominating each of the board nominees for reelection, the nominating committee determined that the board nominees possess the specific experience, qualifications, attributes, and skills described below under "Board of Directors Information" to serve as a director of the Company and Rockland Trust. There are no agreements or arrangements between any director or director nominee and any third party other than the Company relating to compensation or other payments in connection with any director or director nominee’s candidacy or service as a director.

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Unless instructions to the contrary are received, it is intended that the shares represented by proxies will be voted for the reelection of the board nominees. Each of the board nominees has consented to serve, and we have no reason to believe that any of the board nominees will be unable to serve if elected. If, however, any of the board nominees should not be available for election at the time of the annual meeting, it is the intention of the persons named as proxies to vote the shares to which the proxy relates, unless authority to do so has been withheld or limited in the proxy, for the election of such other person or persons as may be designated by the Board or, in the absence of such designation, in such other manner as they may, in their discretion, determine.


The Board unanimously recommends that you vote FOR the reelection of each of the board nominees.

Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal 2):

The audit committee has appointed the firm Ernst & Young LLP (“EY”) to serve as the Company's independent registered public accounting firm for 2021. While we are not required to have shareholders ratify the selection of EY as our independent registered public accounting firm, the Board considers the selection of the independent registered public accounting firm to be an important matter and is therefore submitting the selection of EY for ratification by shareholders as a matter of good corporate practice.

EY has served as the Company’s independent registered public accounting firm since 2009. The audit committee is involved in selecting the lead EY partner for the Company, and the current lead EY partner was selected in 2017. The audit committee considers the impact of changing auditors when assessing whether to retain the current external auditor.

The following table shows the fees paid or accrued by us for professional services provided by EY during 2020 and 2019:


	2020		2019
Audit Fees (1)	$	1,368,550	$	1,285,000
Audit-Related Fees (2)	42,000		40,000
Tax Fees	—		—
All Other Fees (3)	198,640		7,110
Total Fees	$	1,609,190	$	1,332,110

(1) The 2019 audit fees include the audit of the purchase price allocation associated with the Company’s acquisition

of Blue Hills Bancorp, Inc.

(2) Audit-related fees are associated with the employee benefit plan and other subsidiary stand-alone audits.

(3) The 2020 other fees include a consulting engagement for FDIC assessment base methodology. Other fees for both 2020 and 2019 include fees associated with a subscription to an online research tool.

The audit committee has considered the nature of the other services provided by EY and determined that they are compatible with the provision of independent audit services. The audit committee has discussed the other services with EY and management to determine that such services are permitted under the rules and regulations concerning auditor independence promulgated by the SEC to implement the Sarbanes-Oxley Act of 2002. All services described above as "Audit-Related Fees," "Tax Fees," and "All Other Fees" were approved by the audit committee in accordance with the audit committee's pre-approval policy described in the Report of the Audit Committee on page 22.

The Board recommends that shareholders vote in favor of ratifying EY as our independent registered public accounting firm and believes that the choice of EY as the Company’s independent auditor is in the best interests of the Company and its shareholders. If shareholders do not ratify the selection of our independent registered public accounting firm, the audit committee will reconsider the appointment of EY at the appropriate time. We anticipate, however, that there would be no immediate change in our independent registered public accounting firm this year if shareholders do not ratify the selection of EY because of the practical difficulty and expense associated with making such a change mid-year. Even if shareholders ratify the selection of EY, the audit committee may, in its discretion,

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change our independent registered public accounting firm at any time if it determines that it would be in the best interests of the Company to do so.

An EY representative is expected to be present at the virtual annual meeting.


The Board unanimously recommends that you vote FOR the ratification of the appointment of EY as the Company's independent registered public accounting firm.

Advisory Vote on Executive Compensation (Proposal 3):

The Company is providing shareholders with an advisory (non-binding) vote on the compensation of our named executive officers (sometimes referred to as our “say on pay” vote) as disclosed in this proxy statement. In accordance with the preference expressed by our shareholders at our 2017 annual meeting, we currently hold an annual say on pay vote. Accordingly, you may vote on the following resolution at the 2021 annual meeting:

“Resolved, that the shareholders approve, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative disclosure in this proxy statement.”

This vote is nonbinding. The Board and the compensation committee, which is comprised of independent directors, expect to take into account the outcome of the vote when considering future executive compensation decisions to the extent they can determine the cause or causes of any significant negative voting results.

As discussed in the Compensation Discussion and Analysis in this proxy statement, the Board believes that our compensation policies and procedures are designed to provide a strong link between executive officer compensation and our short and long-term performance. The objective of the Company's compensation program is to provide compensation that is competitive, variable based on the Company's performance and individual performance, and aligned with the long-term interests of shareholders. Shareholders are encouraged to read the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative disclosure.


The Board unanimously recommends that you vote FOR the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative disclosure.

Other Matters:

The proxy also confers discretionary authority with respect to any other business that may properly come before the annual meeting, including rules for the conduct of the meeting. The Board knows of no other matter to be presented at the meeting. It is the intention of the person named as proxy to vote the shares to which the proxies relate according to their best judgment if any matters not included in this proxy statement come before the meeting.

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BOARD OF DIRECTOR INFORMATION

Current Board Members

For purposes of this proxy statement the ages of directors have been computed as of our annual meeting date.

The Board of the Company is currently comprised of the individuals listed below:

Class I Directors (Nominated for Reelection at this Meeting for a Term Expiring in 2024):


			Experience: Ms. Abelli, 63, is a certified public accountant and has since September 2017 been an Assistant Professor at Ricciardi College of Business, Bridgewater State University. Ms. Abelli has for a portion of the last five years served as a Consulting Chief Financial Officer for private companies. Ms. Abelli previously served on an interim basis as the Chief Financial Officer of publicly-traded companies and various private companies, primarily in the life sciences industries, and as the Chief Financial Officer of a publicly-traded company. Ms. Abelli began her accounting career at Coopers & Lybrand (now PwC LLP) where she was named a partner and, from 1998 to 1999, was President of the Massachusetts Society of CPAs. Ms. Abelli was named Chair of the Board of Rockland Trust and the Company in 2012 and has served as a director of the Company and of Rockland Trust since 2005. Skills and Qualifications: The Board and the nominating committee have determined that Ms. Abelli is qualified to serve as a director based upon her prior service as a director of the Company and of Rockland Trust, her mature business judgment, her inquisitive and objective perspective, her familiarity with the communities that Rockland Trust serves, her prior service as a chief financial officer of publicly-traded companies, and her designation as a certified public accountant.
Donna L. Abelli Director since 2005 Chair since 2012 Committees Ø Compensation Ø Executive Ø Nominating Ø Risk


			Experience: Mr. Jones, 70, is a director of Plumbers' Supply Company, a wholesale plumbing supply company, in New Bedford, Massachusetts. From 1997 to 2019, he served as Treasurer of Plumbers' Supply Company. Mr. Jones has served as a director of Rockland Trust since 1997 and as a director of the Company since 2000. Mr. Jones was previously appointed a director of Middleborough Trust Company in 1990 and served as director of that bank until 1992, when it was merged with and into Rockland Trust. Skills and Qualifications: The Board and the nominating committee have determined that Mr. Jones is qualified to serve as a director based upon his prior service as a director of the Company and of Rockland Trust, his mature business judgment, his inquisitive and objective perspective, his familiarity with the communities that Rockland Trust serves, and his prior service as a director of another bank.
Kevin J. Jones Director since 1997 Committees Ø Compensation Ø Executive, Chair Ø Nominating

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			Experience: Ms. Lentz, 67, worked for 22 years at and served as an Executive Vice President and Partner of McCall & Almy, a Boston-based commercial real estate brokerage and advisory services firm, until 2018, when she moved to a consultant role with the firm. Ms. Lentz has over 35 years of commercial real estate experience, including prior work as Chief Operating Officer of a publicly-traded real estate investment trust. Ms. Lentz specializes in advising healthcare, corporate, and non-profit institutions with real estate leasing, acquisition, and disposition strategies. Ms. Lentz has served as a director of the Company and of Rockland Trust since 2016. Skills and Qualifications: The Board and the nominating committee have determined that Ms. Lentz is qualified to serve as a director based upon her prior service as a director of the Company and of Rockland Trust, her mature business judgment, her inquisitive and objective perspective, and her familiarity with the communities that Rockland Trust serves.
Mary L. Lentz Director since 2016 Committees Ø Audit Ø Trust, Chair


			Experience: Mr. Morrissey, 54, 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 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 a current Member of its Executive Management Board. Mr. Morrissey is a Life Fellow of the Massachusetts Bar Foundation, the charitable arm of the Massachusetts Bar Association. 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 Ø Nominating, Chair Ø Trust Ø Risk


			Experience: Mr. Taw, 70, is the owner of the Golden Temple, a restaurant in Brookline, Massachusetts. Mr. Taw is an active member of the local Asian community and participant in Asian community service organizations, including South Cove Community Health Center, the premier Asian community health center of Massachusetts, with which Mr. Taw has worked closely since its inception in 1972. Mr. Taw previously served as a director of Peoples Federal Bancshares, Inc. until February 2015, when it was merged with and into the Company. Mr. Taw has served as a director of the Company and of Rockland Trust since 2015. Skills and Qualifications: The Board and the nominating committee have determined that Mr. Taw is qualified to serve as a director based upon his prior service as a director of the Company and of Rockland Trust, his mature business judgment, his inquisitive and objective perspective, his familiarity with the communities that Rockland Trust serves, and his prior service as a director of another bank.
Frederick Taw Director since 2015

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Class II Directors Continuing in Office (Term Expiring in 2022):


			Experience: Mr. Hogan, 61, is currently the President and CEO of Agawam Development Company, the owner and developer of Redbrook, a sustainably designed mixed-use village consisting of luxury single homes, townhomes, apartments and commercial development. Prior to this role, Mr. Hogan was the President and Chief Executive Officer of the A.D. Makepeace Company, the world’s largest cranberry grower and the largest private property owner in eastern Massachusetts. Prior to joining that privately-owned company based in Wareham, Massachusetts, Mr. Hogan was President of MassDevelopment, the economic development authority for the Commonwealth of Massachusetts. While at MassDevelopment, he served as cabinet officer for two Massachusetts governors. Mr. Hogan serves on the Ocean Spray Board of Directors. Previously, he served as Mayor of Marlborough, Massachusetts. Mr. Hogan serves on the Executive Board of the Associated Industries of Massachusetts. Mr. Hogan has served as a director of the Company and of Rockland Trust since 2017. Skills and Qualifications: The Board and the nominating committee have determined that Mr. Hogan is qualified to serve as a director based upon his prior service as a director of the Company and of Rockland Trust, his mature business judgment, his inquisitive and objective perspective, and his familiarity with the communities that Rockland Trust serves.
Michael P. Hogan Director since 2017 Committees Ø Executive Ø Nominating


			Experience: Ms. Miskell, 63, is a certified public accountant and 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 Ø Audit, Chair Ø Compensation Ø Risk


			Experience: Mr. Nadeau, 62, was named the President of Rockland Trust on March 16, 2017. Mr. Nadeau previously served as the Executive Vice President, Commercial Lending of Rockland Trust since July 1, 2007. Mr. Nadeau has worked at Rockland Trust in a variety of capacities since 1984, serving as a Senior Vice President of Commercial Lending from 1992 until 2007. Mr. Nadeau has served as a director of the Company and of Rockland Trust since 2017. Skills and Qualifications: The Board and the nominating committee have determined that Mr. Nadeau is qualified to serve as a director based upon his prior service as a director of the Company and Rockland Trust, his mature business judgment, his inquisitive and objective perspective, his familiarity with the communities that Rockland Trust serves, and his commercial lending expertise.
Gerard F. Nadeau Director since 2017

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			Experience: Mr. Venables, 66, 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 Waltha

SEC Form DEF 14A filed by Independent Bank Corp.