James O’Shanna Morton
About James O’Shanna Morton
James O’Shanna Morton, age 70, is an independent director of Independent Bank Corp. (INDB) and Rockland Trust, serving since 2021. He recently retired as President & CEO of the YMCA of Greater Boston after ~7.5 years, following 9 years as President & CEO at YMCA Greater Hartford (CT) and YMCA of Greater Springfield (MA); his career emphasizes organizational stabilization, philanthropy growth, and strategic execution . He is deeply involved in regional civic and education boards and Y-USA committees, bringing executive leadership and community engagement expertise aligned to Rockland Trust’s markets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| YMCA of Greater Boston | President & CEO | ~7.5 years | Stabilized and grew organization; increased philanthropic support; strategic vision and program innovation |
| YMCA Greater Hartford (CT) | President & CEO | Part of 9 years combined | Executive leadership, membership experience improvements |
| YMCA of Greater Springfield (MA) | President & CEO | Part of 9 years combined | Executive leadership, strategic planning |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Massachusetts Board of Elementary and Secondary Education | Board/Committee service | Prior | Civic education oversight |
| Boston After School and Beyond | Board/Committee service | Prior | Youth development focus |
| The Lynch Foundation | Board/Committee service | Prior | Philanthropy engagement |
| My Brother’s Keeper Advisory Board | Advisory | Prior | Community advancement |
| Beth Israel Deaconess Medical Center Community Advisory Board | Advisory | Prior | Community health engagement |
| Massachusetts COVID-19 Relief Board | Board/Committee service | Prior | Crisis response governance |
| Springfield Empowerment Zone Partnership Board | Board member | Current | Education empowerment |
| Cape Cod Foundation | Board member | Current | Regional philanthropy |
| Y-USA committees (youth development, executive leadership development, multiculturalism) | Member | Ongoing | Sector best practices; leadership development |
| African-American YMCA CEO Network | Member | Ongoing | Community leadership network |
Board Governance
- Committee assignments: Trust Committee Chair; Nominating & Corporate Governance Committee member .
- Committee activity: 2024 meetings—Nominating (12), Trust (4); Board held 14 concurrent meetings; all directors attended at least 75% of Board/committee meetings and all attended last year’s annual meeting .
- Independence: Morton is independent under Nasdaq and Company Governance Principles; non-independent directors are Tengel, Nadeau, and Susan Perry O’Day (due to a lease with A.W. Perry) .
- Other public company directorships: None of INDB’s directors serve on other public company boards (reduces interlock risks) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $88,475 | Aggregate cash compensation for 2024 |
| Director base cash retainer (policy) | $65,000 | Annual retainer (non-employee directors) |
| Trust Committee – Chair retainer (policy) | $10,500 | Annual chair fee |
| Nominating Committee – member retainer (policy) | $6,500 | Annual member fee |
| Nominating Committee – per-meeting fees above five (policy) | $1,300 per meeting; $2,100 for Chair | Paid in years with formal director search; 12 meetings in 2024 |
- Effective Jan 1, 2025, Chair of Board retainer increased to $122,000; Executive Committee Chair retainer removed and rolled into Chair of Board retainer (no effect on Morton’s Trust Chair retainer) .
- No director deferred compensation elections in 2024 under the Non-Employee Director Deferred Compensation Program .
Performance Compensation
| Component | 2024 Award | Vesting | Notes |
|---|---|---|---|
| Stock awards (restricted stock) | $60,028 (grant-date fair value) | Immediate vesting | Granted under 2018 Director Stock Plan; 1,134 shares in May 2024; no outstanding unvested director awards at year-end |
| Options | $0 | N/A | No director option awards in 2024; directors generally receive RSAs |
- Performance metrics: Director equity awards are time-based restricted stock that vest immediately; no performance metrics (e.g., TSR, ROE) are disclosed or applied to director grants .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None for INDB directors (including Morton) |
| Private/NGO boards | See External Roles section (civic, education, philanthropy) |
| Potential interlocks | No public-company interlocks identified; reduces information flow/conflict risk |
Expertise & Qualifications
- Executive leadership experience (YMCA CEO roles across major New England metros) with track record in stabilization, philanthropy growth, and strategic vision execution .
- Community embeddedness and governance experience across education, health, and philanthropy boards; enhances stakeholder and regional insight for a community bank .
- Board credentials: Trust Committee Chair; Nominating member—roles aligned to fiduciary oversight and board composition effectiveness .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership (Morton) | 3,651 shares (less than 1% of class) |
| Shares outstanding (record date) | 42,610,271 shares (for voting) |
| Unvested director awards outstanding | None as of Dec 31, 2024 (no unvested RSAs/options) |
| Options outstanding (Morton) | None (Hogan and Lentz had 5,000 vested options; others not) |
| Director stock ownership guideline | ≥ 5x annual cash retainer; compliance achieved by all directors as of proxy date |
| Hedging/pledging | Hedging prohibited; pledging/margin accounts prohibited for directors without prior permission |
Governance Assessment
- Board effectiveness: Morton’s dual role as Trust Committee Chair and Nominating member places him at the center of fiduciary oversight and board refresh (Nominating met 12 times in 2024, reflecting active recruitment/refresh cycles); attendance met the ≥75% policy and annual meeting participation, supporting engagement quality .
- Alignment and incentives: Director pay is balanced between cash ($88,475) and equity ($60,028), with immediate vesting RSAs facilitating ownership alignment; company-wide director ownership guidelines of ≥5x retainer and prohibitions on hedging/pledging further reinforce alignment and risk controls .
- Independence and conflicts: Morton is independent; no related-party transactions involving Morton disclosed; the only noted related-party exposure is a lease involving a subsidiary of A.W. Perry linked to director Susan Perry O’Day, not Morton (Board flagged independence implications as the lease becomes effective) .
- RED FLAGS: None specific to Morton identified—no pledging, no related-party transactions, no option repricing, and attendance met minimum thresholds; note the O’Day lease (conflict risk) is elsewhere on the board but monitored with independence status explicitly addressed .
- Shareholder sentiment: 2024 “Say on Pay” (executive compensation) received 94.36% support, signaling general investor confidence in compensation governance (contextual to overall governance climate) .