Dawn Perry
About Dawn Perry
Dawn Perry, 56, was appointed to the Independent Bank Corp. Board effective April 1, 2025; she serves as a Class I director with a term expiring at the 2027 annual meeting. She is Senior Vice President and Chief Risk and Audit Officer, as well as Senior Counsel, at Blue Cross Blue Shield of Massachusetts, with prior experience as Vice President of Business and Regulatory Law at Retail Business Services (Ahold Delhaize). Her core credentials center on enterprise risk management, internal audit, regulatory compliance, and retail services, and she is considered independent under Nasdaq and company governance principles.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Cross Blue Shield of Massachusetts | Senior Vice President & Chief Risk and Audit Officer; Senior Counsel | Current | Leads strategic enterprise risk management and internal audit; senior legal counsel responsibilities. |
| Retail Business Services (Ahold Delhaize) | Vice President, Business and Regulatory Law | Prior | Oversight of business and regulatory law across retail operations. |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| None disclosed | — | No | The proxy states no directors serve on other publicly traded company boards. |
Board Governance
- Committee assignments: As a new director effective April 1, 2025, committees for Perry have not yet been determined.
- Independence: Independent; the proxy confirms all current directors other than Tengel, Nadeau, and Susan Perry O’Day are independent.
- Board structure and effectiveness: Independent Chair; regular executive sessions of independent non-employee directors at each scheduled meeting; defined ERM framework with Board-level Risk Committee oversight and “three lines of defense.”
- Meetings/attendance: In 2024, the Board held 14 concurrent meetings; all directors attended at least 75% of meetings (Perry joined in 2025, so not included in 2024 attendance).
- Committee cadence: 2024 meetings—Executive (2), Audit (4), Compensation (5), Nominating (12), Risk (6), Trust (4).
Fixed Compensation
| Component | 2025 Annual Retainer | 2024 Annual Retainer | Notes |
|---|---|---|---|
| Director cash retainer | $65,000 | $65,000 | Paid quarterly in arrears; employees receive no retainer/fees. |
| Chair of Board | $122,000 | $105,000 | Executive Committee chair fee removed and rolled into Chair retainer in 2025. |
| Committee membership—Audit | $9,000 | $9,000 | Per director per year. |
| Committee membership—Compensation | $13,000 | $13,000 | Per director per year. |
| Committee membership—Executive | $5,000 | $5,000 | Per director per year. |
| Committee membership—Nominating & Corporate Governance | $6,500 | $6,500 | Additional per-meeting fees during formal director searches. |
| Committee membership—Risk | $9,000 | $9,000 | Per director per year. |
| Committee membership—Trust | $6,500 | $6,500 | Per director per year. |
| Committee chair—Audit | $17,000 | $17,000 | Per chair per year. |
| Committee chair—Compensation | $17,000 | $17,000 | Per chair per year. |
| Committee chair—Nominating & Corporate Governance | $10,500 | $10,500 | Per chair per year. |
| Committee chair—Risk | $17,000 | $17,000 | Per chair per year. |
| Committee chair—Trust | $10,500 | $10,500 | Per chair per year. |
Additional notes: Directors may elect deferred compensation under the 2019 Nonqualified Deferred Compensation Plan; in 2024, none deferred cash compensation.
Performance Compensation
| Equity Program | Annual Grant Practice | 2024 Grant | Vesting | Performance Metrics |
|---|---|---|---|---|
| 2018 Non-Employee Director Stock Plan | Grant on 3rd business day after the annual meeting for each non-employee director (RSU or options, up to plan limits) | 1,134 restricted shares granted to each non-employee director in May 2024 | Vests immediately upon grant | None; director awards are time-based (immediate vest); no performance conditions. |
Notes: 2025 director grant levels are not disclosed as of the March 27, 2025 proxy.
Other Directorships & Interlocks
| Category | Status | Notes |
|---|---|---|
| Public company boards | None | Proxy states no directors serve on other publicly traded company boards. |
| Compensation committee interlocks | None | No interlocks or insider participation reported for the Compensation Committee. |
Expertise & Qualifications
- Core expertise: Regulatory compliance, enterprise risk management, internal audit, and retail services.
- Board qualifications: Mature business judgment; inquisitive and objective perspective; familiarity with communities served.
Equity Ownership
| Policy/Item | Detail | Notes |
|---|---|---|
| Director stock ownership guidelines | Minimum ownership equal to 5x annual cash retainer; 5 years to comply | Counted: directly held, jointly held, retirement/deferred accounts, unvested time-based restricted shares, certain trusts; options excluded. |
| Anti-hedging | Prohibits hedging transactions (e.g., swaps, collars, short sales). | |
| Anti-pledging | Directors/executive officers prohibited from pledging or margin accounts without prior approval. | |
| Beneficial ownership for Perry | Not disclosed | Perry appointed effective April 1, 2025; 2024 ownership tables exclude her. |
Governance Assessment
- Independence and alignment: Perry is an independent director under Nasdaq rules; director stock ownership guidelines require meaningful skin-in-the-game over a five-year compliance window, with strict anti-hedging/anti-pledging—positive signals for investor alignment.
- Risk oversight capability: Current role leading ERM and internal audit at a large health insurer provides strong cross-industry risk and controls expertise valuable to a bank’s Board; expect potential future assignment to Risk or Audit Committee to enhance Board effectiveness.
- Compensation structure: Director pay is modest, cash retainer plus annual time-vested RSUs; no performance metrics or options for directors—limits pay-for-performance but reduces incentives for short-termism at the Board level.
- Engagement and attendance: Committee memberships for Perry are pending; the Board and committees are active with regular executive sessions; 2024 attendance strong, though Perry’s service begins in 2025.
- Conflicts and related parties: No related-party transactions disclosed for Perry; separate lease with A.W. Perry affects Susan Perry O’Day’s independence, not Dawn Perry—no current conflicts indicated for Perry.
RED FLAGS: None identified for Dawn Perry in the proxy—no pledging, hedging, related-party transactions, or public company interlocks. Committee assignment pending is neutral; monitor initial committee placement and any future disclosures.