Eileen Miskell
About Eileen C. Miskell
Eileen C. Miskell, age 67, is a certified public accountant and long-tenured independent director of Independent Bank Corp. (Rockland Trust’s parent), serving since 2005. She is Audit Committee Chair and Compensation Committee member, and has previously served as treasurer at Eight Cousins, Inc. and The Wood Lumber Company; she was also an audit committee chair at Falmouth Bancorp prior to its 2004 merger into INDB. The Board has designated her as an “Audit Committee financial expert,” and she is classified as an independent director under Nasdaq and company governance standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eight Cousins, Inc. | Treasurer | Present | Financial oversight (CPA) |
| The Wood Lumber Company | Treasurer | Prior | Financial oversight |
| Falmouth Bancorp, Inc. | Director; Audit Committee Chair | Prior (merged into INDB in 2004) | Led audit committee; bank governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | — | — | None; INDB states no directors serve on boards of other publicly traded companies |
Board Governance
- Current INDB board class: Class II; nominated for re-election with term expiring 2028. Independent director.
- Committee assignments: Audit (Chair); Compensation (Member).
- Audit Committee financial expert designation: Yes (CPA).
- Board leadership: Independent board chair; independent directors hold executive sessions each regular board meeting.
- Meeting cadence and attendance:
- Company/Rockland Trust boards: 14 concurrent meetings in 2024; committees met as shown below.
- Attendance: All directors attended at least 75% of Board and committee meetings; all directors attended last year’s annual shareholder meeting.
| Committee | Role | Meetings Held (2024) |
|---|---|---|
| Audit | Chair | 4 |
| Compensation | Member | 5 |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $97,250 |
| Stock Awards (grant-date fair value; 1,134 shares granted in May 2024, vested immediately) | $60,028 |
| Total | $157,278 |
Supplemental director pay schedule (context):
- Annual cash retainer: $65,000 for directors (2024 rates); committee member/ chair retainers: Audit member $9,000; Audit chair $17,000; Compensation member $13,000; Compensation chair $17,000. Effective 1/1/2025, Board Chair retainer increased to $122,000; other committee retainers unchanged; Executive Committee chair rolled into Board Chair retainer.
- Deferred Compensation: INDB maintains a nonqualified director deferred compensation plan; no non-employee director elected to defer cash compensation in fiscal 2024.
- Equity program: 2018 Director Stock Plan provides annual restricted stock or option grants; May 2024 grant to each non-employee director was 1,134 restricted shares, vesting immediately.
Performance Compensation
Directors are not on performance-based incentive plans; equity grants for non-employee directors vest immediately upon grant and no options were granted to directors in 2024. Therefore, no director performance metrics apply.
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Other public company directorships | None disclosed for any INDB director (including Miskell) |
| Compensation committee interlocks | None; no INDB/Rockland Trust compensation committee member had relationships requiring Item 404 disclosure; no cross-director interlocks reported. |
Expertise & Qualifications
- CPA; deep financial reporting and audit oversight expertise; designated Audit Committee financial expert.
- Prior bank board experience and audit chair role (Falmouth Bancorp).
- Governance qualities highlighted by the Board: mature business judgment, inquisitive/objective perspective, familiarity with communities served.
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (12/31/2024) | 13,463 shares |
| Ownership guidelines | Directors required to own ≥5x annual cash retainer; all current directors satisfy guidelines as of proxy date. |
| Hedging/Pledging | Prohibited for directors; pledging/margin accounts require prior permission per Insider Trading Policy. |
Governance Assessment
- Audit leadership strength: Chairing Audit Committee with CPA credentials and formal “financial expert” designation increases investor confidence in financial reporting integrity and auditor oversight.
- Independence and attendance: Independent director; attended at least 75% of Board/committee meetings; Board maintains independent chair and executive sessions—positive governance signals.
- Compensation alignment: Balanced director pay (cash plus equity); annual equity grants vest immediately but are modest in scale (e.g., $60,028 grant-date value in 2024), with stock ownership guidelines ensuring skin-in-the-game. No director deferred elections in 2024.
- Ownership and conduct: Beneficial ownership of 13,463 shares and compliance with anti-hedging/pledging policy and ownership guidelines support alignment.
- Conflicts/related-party exposure: No related-party transactions involving Miskell disclosed; overall statement notes none >$120,000 since 1/1/2024 except a lease involving another director (O’Day).
- Shareholder sentiment context: “Say on Pay” approval was 94.36% in prior year—generally supportive of INDB’s pay practices and oversight framework.
RED FLAGS: None identified specific to Miskell—no related party transactions, no interlocks, independence affirmed, attendance threshold met, and strong audit credentials.