Gerard Nadeau
About Gerard Nadeau
Gerard F. Nadeau, 66, is President of Rockland Trust (INDB’s wholly owned bank) since 2017, having served at Rockland Trust since 1984 with successive roles in commercial lending (SVP 1992–2007; EVP Commercial Lending 2007–2017). He holds a Bachelor’s Degree in Business from Bentley University and serves as a director of Independent Bank Corp. and Rockland Trust since 2017 . Company pay-versus-performance disclosures show 2024 TSR value of $90.53 per $100 invested, net income of $192.1M, and ROATCE of 9.89%, providing context for pay-for-performance design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rockland Trust Company | Senior Vice President, Commercial Lending | 1992–2007 | Led commercial lending growth; deepened credit/commercial expertise |
| Rockland Trust Company | Executive Vice President, Commercial Lending | 2007–2017 | Oversaw commercial lending; risk/pricing discipline |
| Rockland Trust Company | President | 2017–present | Executive leadership of bank; community and market engagement |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Southeastern Massachusetts Economic Development Corporation | Board Member | N/A | Regional economic development advocacy |
| Southeastern Massachusetts Affordable Housing Group | Board Member | N/A | Affordable housing initiatives |
| Metro South Boys & Girls Club | Board of Directors (long-time member) | N/A | Youth development/community impact |
| Montello Affordable Housing Corp. | President & Board Member | N/A | Affordable housing leadership |
| Stonehill College | Executive Committee for development | N/A | Higher ed development support |
| Old Colony YMCA | Board & Executive Committee | N/A | Community health and services |
| Boston Chamber of Commerce | Board of Directors | N/A | Regional business leadership |
| Chunilal Initiative; New Beginnings for Families Inc.; Shields Foundation | Board/Advisor | N/A | Philanthropy and family services |
Fixed Compensation
| Metric (2024) | Amount/Detail |
|---|---|
| Base Salary | $564,855 |
| Target Bonus % | 55% of base salary |
| Actual Annual Cash Incentive Paid | $304,358 |
| Perquisites (threshold) | Perqs under $10,000; excluded from “All Other” detail |
Performance Compensation
| Element | Metric | Target/Structure | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Cash Incentive | Operating EPS; ROA; ROE; Net Charge-offs; Efficiency Ratio (Bank Performance Factor=equal weight of Company vs. Peer) | 2024 Operating EPS Target: $4.82; thresholds/maximum per Scorecard | Actual Operating EPS: $4.55; Bank Performance Factor: 81% applied to NEOs | Cash paid for 2024: $304,358 |
| 2024 Performance-Based RSUs | ROATCE vs. peer; tangible book value gate | Threshold 1,150 sh; Target 2,300 sh; Max 4,600 sh; grant date 2/22/2024 | Grant-date fair value $121,268 (per-share $52.73) | 3-year performance period (1/1/2024–12/31/2026), vest after certification; single-trigger CIC vesting |
| 2024 Time-Based RSUs | N/A (retention equity) | 3,500 sh granted 2/22/2024 | Grant-date fair value $184,538 (per-share $52.73) | Vests evenly over 3 years starting 2/22/2024 (33% per year) |
| 2022 Performance RSUs (prior cycle) | ROATCE vs. peer | 3-year performance (1/1/2022–12/31/2024) | Earned at 78% of maximum; vest on 3/19/2025 after certification | Vest upon certification; single-trigger CIC vesting per plan |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 32,677 shares (includes 517 custodial shares for children) |
| Shares Outstanding (record date for meeting) | 42,610,271 |
| Ownership as % of Outstanding | ≈0.077% (32,677 / 42,610,271) |
| Unvested Time-Based RSUs (12/31/2024) | 360; 780; 1,290; 1,733; 3,500; market values $23,108; $50,068; $82,805; $111,241; $224,665 |
| Unearned Performance RSUs (12/31/2024) | 2,184 (2022 cycle at 78%); 3,500 (2023 cycle at max); 4,600 (2024 cycle at max) with indicated market/payout values |
| Options | None outstanding for NEOs; company has not granted options to NEOs since 2011 |
| Stock Ownership Guidelines (Execs) | President of Rockland Trust: 2x base salary; all executive officers currently satisfy guidelines |
| Anti-Hedging/Anti-Pledging | Hedging prohibited; pledging or margin accounts prohibited without prior permission |
Employment Terms
| Provision | Detail |
|---|---|
| Employment Agreement Coverage | Nadeau has an employment agreement; general terms virtually identical among execs |
| Termination (without cause or resignation for good reason) | 12 months base salary; 12 months benefits (cash equivalent); immediate vesting/proration per equity agreements |
| Change-in-Control (CIC) | Lump sum of 24–36 months salary; 2–3x of greater of last 12-month incentive or pre-CIC incentive; up to 36 months benefits; equity fully vests at CIC (single trigger) |
| Potential Benefits (as of 12/31/2024) | Without Cause/Good Reason: $1,158,330 total (Severance $569,319; Equity $573,730; Medical $15,281). Following CIC: $3,903,638 total (Severance $2,621,031; Equity $1,191,559; Medical $91,048) |
| Clawback | Nasdaq-compliant policy; recover excess incentive comp on restatements (3-year lookback) regardless of misconduct |
| Non-Compete/Non-Solicit | 1-year post-employment non-solicit; non-competition covenants tied to severance arrangements; breach forfeits benefits |
| Tax Gross-Ups | No excise tax gross-ups; “best-net” 280G cutback applied where applicable |
Board Governance (Director Service)
- Board service: Director since 2017; Class II director nominated for reelection to term expiring 2028 .
- Committee roles: Executive Committee member; not a committee chair .
- Independence: Not independent (employee director) .
- Compensation as director: Employees receive no director retainers or meeting fees; director equity grants apply only to non-employee directors .
- Attendance: All directors attended at least 75% of Board/committee meetings in 2024; committees held Executive (2), Audit (4), Compensation (5), Nominating (12), Risk (6), Trust (4) meetings .
- Board leadership: Independent Chair; executive sessions held at each regular Board meeting without management .
- External public boards: No directors serve on other public company boards (reduces interlocks) .
Compensation Structure Analysis
- Mix and trend: 2024 vs. 2023 for Nadeau shows salary $564,855 vs $547,831; stock awards $305,805 vs $350,806; cash incentive $304,358 vs $276,645—slight shift toward cash incentive with a reduction in equity grant value YoY .
- Performance design: Annual incentive tied to Operating EPS and peer-relative metrics (ROA/ROE/charge-offs/efficiency), with 2024 Operating EPS below target ($4.55 vs $4.82) and Bank Performance Factor at 81%—demonstrating variance-sensitive payouts .
- Long-term performance equity: ROATCE vs peer with tangible book value gate; three-year cliff vest after certification; 2022 cycle vested at 78%—supports alignment and mitigates windfalls .
- Governance safeguards: Clawback policy; prohibition on hedging/pledging; no tax gross-ups; CIC equity single-trigger vesting noted (a potential shareholder sensitivity point) .
Director Compensation Reference (for context)
| Element | 2024 Non-Employee Director Terms |
|---|---|
| Annual Retainer (Director; Chair) | $65,000; $105,000 (rises to $122,000 for Chair in 2025) |
| Committee Chair Retainers | Audit $17,000; Compensation $17,000; Risk $17,000; Nominating $10,500; Trust $10,500 |
| Committee Member Retainers | Audit $9,000; Compensation $13,000; Executive $5,000; Nominating $6,500; Risk $9,000; Trust $6,500 |
| Equity Grants (May 2024) | 1,134 RSUs vested at grant (non-employee directors) |
| Employees receive director retainers/equity? | No (employees are excluded) |
Retirement & Deferred Compensation (Nadeau)
| Plan | 2024 Activity/Status |
|---|---|
| Rockland SERP (frozen) | Annual benefit payable at 65 (10-year certain single life annuity) $169,790; present value at 12/31/2024: $2,114,402 |
| Defined Benefit Plan (frozen) | Present value at 12/31/2024: $807,000; 22.5 years credited service |
| Restoration Plan | Registrant contributions in 2024: $283,484; aggregate balance $902,035; earnings $61,077 |
| 401(k) Plan | Matching and employer contributions per plan; immediate vesting |
Compensation Peer Group (benchmarking)
Atlantic Union Bankshares; Berkshire Hills Bancorp; Community Financial System; Customers Bancorp; Eastern Bankshares; First Financial Bancorp; Fulton Financial; Northwest Bancshares; OceanFirst Financial; Provident Financial Services; Sandy Spring Bancorp; United Bankshares; WSFS Financial—set July 2024/Oct 2023 for 2024–2025 programs .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: 94.36% approval; Company intends to continue pay-for-performance approach .
Related Party Transactions & Red Flags
- No related party transactions >$120,000 since 1/1/2024 except a lease with a subsidiary of A.W. Perry resulting in one director (O’Day) no longer independent; no loans to directors/executives are nonperforming .
- Section 16 compliance: timely filings for year ended 12/31/2024 .
- Compensation consultant conflicts: None; Mercer and Korn Ferry engaged with no conflicts identified .
Investment Implications
- Alignment: High executive ownership compliance, ROATCE-based PSUs with book value gate, and clawback/anti-hedging support long-term alignment; annual incentive sensitivity (81% factor) calibrated to Operating EPS and peer-relative performance .
- Retention/Change-in-Control: Material CIC cash severance and single-trigger equity vesting (~$3.9M potential) could reduce sale-friction risk but raise dilution/optics; base severance ~$1.16M without CIC provides stability .
- Selling pressure: Anti-pledging and blackout/pre-clearance reduce forced selling/hedging risk; no options outstanding eliminates option-expiry overhang .
- Governance: Independent chair and regular executive sessions bolster oversight; Nadeau’s dual role (executive + director) is not independent, mitigated by majority independent board and committee structures .