Aparna Ramesh
About Aparna Ramesh
Aparna Ramesh (age 50) was appointed as a Class III director of Independent Bank Corp. (Rockland Trust) effective April 1, 2025; she voluntarily resigned effective July 10, 2025, with the company noting no disagreements with the Board or management . She is an experienced finance executive, serving as EVP, Chief Financial Officer and Treasurer of Federal Agricultural Mortgage Corporation; previously she was SVP & CFO at the Federal Reserve Bank of Boston and Chief Administrative Officer of FedNow, bringing deep financial and public-sector credentials to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Agricultural Mortgage Corporation | EVP, Chief Financial Officer & Treasurer | Current at time of 2025 proxy | Senior finance leadership at a publicly traded GSE |
| Federal Reserve Bank of Boston | Senior Vice President & Chief Financial Officer | Prior role | Oversight of finance; public-sector prudential background |
| FedNow (Federal Reserve) | Chief Administrative Officer | Prior role | Operational leadership for payments initiative |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Federal Agricultural Mortgage Corporation | EVP, CFO & Treasurer | Current at time of 2025 proxy | Operating executive role; not a disclosed board directorship |
Board Governance
- Appointment and tenure: Appointed February 20, 2025 to begin April 1, 2025; Class III term expiring at the 2026 annual meeting; resigned July 10, 2025, with resignation explicitly “not due to any disagreement” with Company, Board, or management .
- Committees: As of the 2025 proxy, newly appointed directors (including Ramesh) “have not yet been appointed to serve on any Board committees,” with future committee assignments undetermined .
- Independence: The proxy affirms only three non-independent directors (CEO, Rockland Trust President, and Susan Perry O’Day due to a lease). No related-party ties or transactions involving Ramesh were disclosed; thus, no independence concerns were noted in filings .
- Attendance: Policy requires directors to attend meetings and last year all then-serving directors attended at least 75% of meetings; Ramesh was not yet on the Board in 2024, and her brief 2025 tenure limits available attendance disclosure .
Fixed Compensation
Director cash compensation framework (non-employee directors; reflects Board fee schedule):
| Component | 2024 Annual Retainer | 2025 Annual Retainer |
|---|---|---|
| Chair of Board | $105,000 | $122,000 |
| Director (base retainer) | $65,000 | $65,000 |
| Audit Committee Chair | $17,000 | $17,000 |
| Compensation Committee Chair | $17,000 | $17,000 |
| Executive Committee Chair | $17,000 | Removed and rolled into Chair of Board retainer |
| Nominating & Corporate Governance Chair | $10,500 | $10,500 |
| Risk Committee Chair | $17,000 | $17,000 |
| Trust Committee Chair | $10,500 | $10,500 |
| Audit Committee Member | $9,000 | $9,000 |
| Compensation Committee Member | $13,000 | $13,000 |
| Executive Committee Member | $5,000 | $5,000 |
| Nominating & Corporate Governance Member | $6,500 | $6,500 |
| Risk Committee Member | $9,000 | $9,000 |
| Trust Committee Member | $6,500 | $6,500 |
Notes: The Board also approved per-meeting fees for Nominating & Corporate Governance during director search cycles ($1,300 member; $2,100 chair) when meetings exceed five in a year . No cash retainers/meeting fees are paid to employee directors .
Performance Compensation
Director equity compensation structure (non-employee directors):
- Under the 2018 Non-Employee Director Stock Plan, each non-employee director receives, on the third business day following each annual meeting, either: restricted stock up to 1,500 shares (immediate vesting), non-statutory options up to 3,000 shares (immediately exercisable), or a combination, at the Compensation Committee’s discretion .
- In May 2024, each non-employee director received 1,134 restricted shares, vesting immediately; per-director grant-date fair value reported was $60,028 in the director compensation table .
| Performance Metric | Applies to Director Equity? | 2024/2025 Detail |
|---|---|---|
| Financial/TSR/ESG metrics | None disclosed for director equity | Restricted stock awards vested immediately; no performance conditions for director grants |
| Options vesting performance | N/A | Options (if granted) are immediately exercisable; no performance conditions |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Public company boards | None disclosed for Ramesh in the 2025 proxy . Additionally, the proxy states “No directors are members of the board of directors of any other publicly traded company” for current directors; Ramesh was a future appointee at that time . |
| Private/non-profit boards | Not disclosed for Ramesh in the proxy . |
| Interlocks/conflicts | None disclosed involving Ramesh; the sole related-party transaction noted was a lease involving a subsidiary of A.W. Perry (related to director Susan Perry O’Day), not Ramesh . |
Expertise & Qualifications
- The Board and Nominating Committee cited her mature business judgment, inquisitive/objective perspective, community familiarity, and broad private/public-sector experience as qualifications for director service .
- Finance and risk oversight background: CFO roles and FedNow CAO indicate strong financial reporting, control, and operations expertise relevant to Audit/Risk committee work (though no committee assignment was made prior to resignation) .
Equity Ownership
| Policy/Item | Disclosure |
|---|---|
| Director Stock Ownership Guidelines | Directors must own Company stock valued at least 5x the annual cash retainer; compliance within five years of joining the Board; counts include directly held, retirement/deferred, unvested time-based restricted stock, and certain trust holdings; options excluded . |
| Anti-hedging/anti-pledging | Hedging transactions prohibited; pledging or margin accounts prohibited for directors/executives without prior approval; strict insider trading controls and pre-clearance for Section 16 persons . |
| Ramesh ownership | Not disclosed; she was appointed in 2025 and not in the 12/31/2024 ownership table . |
Fixed vs. Equity Director Compensation (2024 reference)
| Director Compensation Mix (per 2024 schedule) | Representative Amounts |
|---|---|
| Cash (base + committee fees) | Director-level cash retainers per schedule in Fixed Compensation section |
| Equity (restricted stock) | 1,134 shares; $60,028 grant-date fair value per non-employee director; immediate vesting |
Governance Assessment
- Independence and conflicts: No related-party transactions, loans, or conflicts disclosed involving Ramesh; independence concerns were not raised in filings .
- Committee capacity and engagement: She was not appointed to any committees before resigning; the Board noted assignments for new directors were undetermined as of the proxy .
- Attendance and engagement: 2024 attendance was strong across the Board (≥75% for all then-serving directors), but Ramesh joined in 2025 and resigned in July; no attendance data was disclosed for her brief tenure .
- Compensation alignment for directors: Equity grants vest immediately (no performance conditions), potentially reducing long-term performance linkage for directors; however, robust stock ownership guidelines (5x retainer, 5-year compliance) and anti-hedging/pledging policies strengthen alignment and discipline .
- Shareholder sentiment: Say-on-pay support was high at 94.36%, indicating positive governance sentiment toward compensation practices more broadly .
- RED FLAGS: The short tenure and mid-year voluntary resignation (April 1 appointment; July 10 resignation) may raise continuity and engagement questions, though the company explicitly disclosed no disagreements with the Board or management . No other red flags (related-party transactions, hedging/pledging, SEC investigations) were disclosed regarding Ramesh.
Overall signal: Highly credentialed finance executive with public-sector and GSE experience; independence intact; brief service period limits observable board impact. The lack of committee assignment and immediate resignation suggests minimal governance footprint at INDB, albeit without disclosed conflict or disagreement .