Donna Abelli
About Donna L. Abelli
Independent Board Chair of Independent Bank Corp. (INDB); age 67; director since 2005 and Chair since 2012. A certified public accountant, Abelli is Associate Professor at Bridgewater State University’s Ricciardi College of Business (since September 2017), with prior experience as interim and permanent CFO at publicly traded and private life sciences companies; she began her career at Coopers & Lybrand (PwC) as a partner and served as President of the Massachusetts Society of CPAs in 1998–1999 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coopers & Lybrand (now PwC LLP) | Partner | Not disclosed | Led audit/accounting; credentialed CPA |
| Various public and private companies (primarily life sciences) | Interim CFO; CFO | Not disclosed | Financial leadership in public-company environments |
| Massachusetts Society of CPAs | President | 1998–1999 | Profession-wide governance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bridgewater State University – Ricciardi College of Business | Associate Professor | Since Sep 2017 | Academic role; finance/accounting expertise |
Board Governance
- Independent Board Chair; presides over executive sessions of independent directors at each regularly scheduled Board meeting .
- Committees: Executive Committee (Chair), Compensation Committee (member), Nominating & Corporate Governance Committee (member) .
- Independence: Independent under Nasdaq and Company Governance Principles; only Tengel, Nadeau, and Susan Perry O’Day are not independent .
- Attendance: All directors attended at least 75% of Board and applicable committee meetings in 2024; all directors attended the 2024 annual shareholder meeting .
- 2024 meeting cadence: Executive (2), Audit (4), Compensation (5), Nominating (12), Risk (6), Trust (4) .
- Governance documents and committee charters are published; Board oversees ERM via Risk Committee; “three lines of defense” model in place .
Fixed Compensation
| Component | Amount | Effective | Notes |
|---|---|---|---|
| Chair of Board annual cash retainer | $105,000 | 2024 | Paid quarterly in arrears |
| Director annual cash retainer | $65,000 | 2024–2025 | Applies to non-employee directors |
| Executive Committee – Chair retainer | $17,000 | 2024 | Rolled into Chair retainer effective 1/1/2025 |
| Executive Committee – member retainer | $5,000 | 2024–2025 | Committee participation fee |
| Compensation Committee – member retainer | $13,000 | 2024–2025 | Committee participation fee |
| Nominating & Corporate Governance – member retainer | $6,500 | 2024–2025 | Extra per-meeting fees above five during director search: $1,300 member, $2,100 Chair |
| Total cash fees actually earned (Abelli) | $152,850 | 2024 | Per Director Compensation Table |
| Chair of Board annual cash retainer | $122,000 | Effective 1/1/2025 | Executive Committee Chair retainer removed/rolled into Chair retainer |
Performance Compensation
| Equity Program | Grant Date | Instrument | Shares | Vesting | Grant Date Fair Value |
|---|---|---|---|---|---|
| 2018 Non-Employee Director Stock Plan | May 2024 | Restricted Stock | 1,134 | Vests immediately | $60,028 (Abelli) |
- The 2018 Director Stock Plan authorizes up to 1,500 shares of restricted stock or up to 3,000 options (or a combination) per annual grant; 2024 grants were restricted stock only, immediately vested; no option awards were granted to directors in 2024 .
- Abelli’s total 2024 director compensation mix: Cash $152,850 and Equity $60,028, total $212,878 (cash ~71.8%, equity ~28.2%) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None; no directors serve on other public company boards |
| Compensation committee interlocks | None; Abelli served on INDB’s Compensation Committee with Hogan, Miskell, and O’Brien; no interlocks or insider participation requiring Item 404 disclosure |
Expertise & Qualifications
- CPA; former Big Four partner; public-company CFO experience; academic appointment in business; seasoned governance leader as Board Chair since 2012 .
- Assessed by Nominating Committee for mature business judgment, inquisitive/objective perspective; familiarity with communities served; strong ethics and integrity .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Donna L. Abelli | 13,074 | <1% |
- Director stock ownership guidelines: 5x annual cash retainer; compliance required within 5 years; all directors currently satisfy guidelines .
- Anti-hedging/anti-pledging: Directors are prohibited from hedging and from pledging or holding stock in margin accounts without prior approval .
- Section 16(a) compliance: Company reports timely filings for 2024 .
Governance Assessment
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Strengths
- Independent Chair with long tenure (Chair since 2012) supports robust oversight and frequent executive sessions of independent directors .
- Multi-committee leadership (Exec Chair) and membership (Comp, Nominating) anchors board effectiveness across compensation and nominations .
- Strong alignment policies: stock ownership guidelines (met), anti-hedging/pledging, clear director compensation structure, and transparent charters .
- No other public board commitments or committee interlocks; reduces conflict risk and enhances focus .
- Shareholder say-on-pay support high (94.36% in prior year), signaling investor confidence in compensation governance .
-
Watch items
- Cash retainer increased for Chair to $122,000 effective 2025, rolling Executive Committee Chair retainer into Chair retainer; while structurally simplifying, it modestly increases guaranteed cash pay; continue to monitor overall cash/equity mix in future proxies .
- Related-party exposure noted for another director (O’Day) due to lease with A.W. Perry; no similar transactions disclosed for Abelli .
-
Independence and engagement
- Abelli is independent; attended at least 75% of Board/committee meetings; presides over executive sessions; contributes to ERM oversight through Board structure and committee reporting cadence .
-
Overall signal
- Governance, independence, and alignment policies for Abelli as independent Chair support investor confidence; absence of interlocks and related-party transactions for Abelli is positive; compensation and ownership structures are straightforward and transparent .