Daniel O’Brien
About Daniel F. O’Brien
Daniel F. O’Brien, 69, is an independent director of Independent Bank Corp. and Rockland Trust, serving since 2009. He is a CPA, owner and President of O’Brien, Riley and Ryan (a CPA firm in Braintree, MA), manager of Advanced Planning Consultants, LLC (financial services), and a practicing attorney; the Board has designated him an Audit Committee financial expert. He currently chairs the Compensation Committee and serves on the Audit Committee, and the Board has determined that Compensation and Audit Committee members are independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Benjamin Franklin Bancorp, Inc. and Benjamin Franklin Bank | Director; Audit Committee member | Until merger into INDB (2009) | Audit oversight experience at predecessor bank |
| Chart Bank | Director; Audit Committee Chair | Until merger into Benjamin Franklin Bank (pre‑2009) | Chaired audit; prior bank governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| O’Brien, Riley and Ryan (CPA firm, Braintree, MA) | Owner and President | At least the last five years | Public accounting leadership |
| Advanced Planning Consultants, LLC | Manager | Current | Financial services management |
| Legal practice | Attorney | Current | Practicing attorney |
Board Governance
- Committee assignments: Compensation Committee Chair; Audit Committee member .
- Independence: All Compensation Committee members are independent; Audit Committee members are independent under Exchange Act §10A(m)(3), SEC, and Nasdaq rules .
- Financial expertise: The Board determined that Daniel F. O’Brien, CPA, qualifies as an “Audit Committee financial expert” .
- Attendance and engagement: All directors attended the 2024 annual shareholder meeting; during 2024, Boards held 14 concurrent meetings; each standing committee’s meetings were: Executive (2), Audit (4), Compensation (5), Nominating (12), Risk (6), Trust (4). All directors attended at least 75% of Board and committee meetings on which they served .
- Committee charters: Committee charters are available on the Rockland Trust website under Governance Documents .
- Compensation Committee responsibilities and controls: Oversees CEO/NEO pay, sets competitive policies, and designs equity plans; authority to grant equity under the 2023 Omnibus Incentive Plan with limited delegation to the CEO for up to 10,000 shares for non‑executives, with annual reporting to the Committee .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Cash fees earned in 2024 (Daniel F. O’Brien) | $91,000 | Actual cash director compensation |
| Standard annual cash retainer – Directors (2024 schedule) | $65,000 | Paid quarterly in arrears |
| Committee Chair retainer – Compensation | $17,000 | Chair fees by committee |
| Committee member retainer – Audit | $9,000 | Annual committee membership fees |
| Committee member retainer – Compensation | $13,000 | Annual committee membership fees |
- 2025 update: Board approved, effective January 1, 2025, Chair of Board retainer increased to $122,000; committee chair/member fees unchanged, Executive Chair rolled into Chair of Board retainer .
Performance Compensation
| Equity Award | Shares/Type | Grant Date/Plan | Vesting | Grant Date Fair Value |
|---|---|---|---|---|
| Annual director equity grant (2024) | 1,134 restricted shares | May 2024; 2018 Non‑Employee Director Stock Plan | Vested immediately upon grant | $60,028 (ASC 718) |
- As of December 31, 2024, no non‑employee directors (including O’Brien) had outstanding unvested restricted stock or stock options; only two directors had outstanding vested options (5,000 each), not including O’Brien .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed for Daniel F. O’Brien in the proxy . |
| Compensation committee interlocks | None: no INDB/RTC director or executive served on another entity’s compensation committee where a reciprocal executive served on INDB/RTC’s Board or Compensation Committee; no Item 404 relationships since Jan 1, 2024 . |
Expertise & Qualifications
- CPA credential; audit and financial oversight, including prior audit committee chair experience at Chart Bank; designated Audit Committee financial expert at INDB .
- Banking governance experience across multiple institutions (Benjamin Franklin Bancorp/Bank; Chart Bank) prior to INDB service .
- Executive/owner leadership in public accounting and financial services; legal training/practice adds regulatory and compliance perspective .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (12/31/2024) | 25,713 shares | As reported; percent of class “less than one percent” |
| Options outstanding (vested/unvested) | 0 / 0 | O’Brien not listed among directors with outstanding options; no unvested awards outstanding for any non‑employee director |
| Stock ownership guidelines | 5x director’s annual cash retainer; 5‑year compliance window; all directors currently satisfy guidelines | Unexercised options do not count; includes certain unvested time‑based restricted shares |
| Hedging/Pledging policy | Hedging prohibited; pledging/margin holding prohibited without prior permission | Policy applies to directors and executives |
Governance Assessment
- Strengths: Independent status with dual roles on Compensation (Chair) and Audit; Audit Committee financial expert designation; strong attendance expectations met at Board level; transparent committee charters; anti‑hedging/anti‑pledging policy; compliance with stock ownership guidelines enhances alignment .
- Compensation structure: Director pay is a balanced cash/equity mix with immediate‑vesting restricted stock under a shareholder‑approved plan; no meeting fees generally, standardized chair/member retainers; no director deferred elections in 2024, limiting complexity .
- Conflicts and related‑party: Despite O’Brien’s leadership in a CPA firm and a financial services company, the proxy reports no Item 404 related‑party relationships or compensation committee interlocks requiring disclosure for 2024, mitigating conflict risk signals .
- Engagement signals: Compensation Committee met five times and Audit four times in 2024; O’Brien’s chair role on Compensation places him at the center of pay governance and risk oversight, with formal controls (caps, discretion, risk review) described in the proxy .
RED FLAGS: None disclosed relating to low attendance, related‑party transactions, hedging/pledging exceptions, or compensation committee interlocks in the 2025 proxy period .