James Rizzo
About James Rizzo
James Rizzo, 62, is Executive Vice President and Chief Commercial Banking Officer of Rockland Trust (Independent Bank Corp.) since January 2023, responsible for leading commercial loan generation strategies across MA, RI and CT; he previously served as SVP/Regional Commercial Banking Manager at Rockland Trust, was Chief Lending Officer at Slade’s Ferry Bank in 2008, and spent 17 years as a Senior Vice President at Bank of America. He holds a B.A. in Finance from Rhode Island College . During Rizzo’s tenure as an executive officer (since 2023), company performance context: 2024 TSR $90.53 per $100 initial investment, Net Income $192.1M, ROATCE 9.89%; 2023 TSR $89.11, Net Income $239.5M, ROATCE 12.78% . INDB’s annual cash incentives tie to Operating EPS, ROA, ROE, charge-offs, and efficiency ratio (Bank Performance Factor 81% for 2024) and long-term equity awards use ROATCE vs proxy peers with a tangible book value gate .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bank of America | Senior Vice President | 17 years | Senior leadership in commercial banking, foundational experience for later regional leadership roles |
| Slade’s Ferry Bank | Chief Lending Officer | 2008 | Led lending prior to acquisition; joined Rockland Trust through acquisition |
| Rockland Trust | SVP, Regional Commercial Banking Manager | Not disclosed | Managed lending and sales for a large group of commercial lenders across MA, RI, CT |
| Rockland Trust | EVP, Chief Commercial Banking Officer | Since Jan 2023 | Leads the company’s commercial loan generation strategies; member of executive leadership team |
External Roles
| Organization | Role | Years |
|---|---|---|
| YMCA South Coast | Board member | Not disclosed |
| New England CDC | Board member | Not disclosed |
Fixed Compensation
- The Summary Compensation Table (full row for Rizzo) was not surfaced in the retrieved excerpts of the 2025 proxy; base salary and actual bonus paid for 2024/2023 were not available in the cited chunks. Refer to the Summary Compensation Table in the DEF 14A for precise fixed-pay amounts if needed .
Performance Compensation
Annual Cash Incentive Plan (plan design context)
| Component | Metrics | Notes |
|---|---|---|
| Annual cash incentive | Operating EPS, ROA, ROE, Charge-offs, Efficiency Ratio | Bank Performance Factor (equal weight Company performance and Peer performance); 2024 Bank Performance Factor corresponded to 81% for executives |
| Performance-based RSUs (3-year) | ROATCE vs proxy peers; tangible book value gate | Vesting: 0–100% based on percentile vs peers (≤25th=0%, 50th=50%, ≥75th=100%); no vesting if tangible book value at 12/31/2026 does not exceed 1/1/2024 |
2023 Executive Incentive Plan Target (Non-Equity Incentive) – James Rizzo
| Metric | Threshold ($) | Target ($) | Maximum ($) |
|---|---|---|---|
| EIP cash award opportunity | $68,567 | $137,134 | $239,985 |
2023 Equity Grants – James Rizzo
| Award Type | Grant Date | Shares (Threshold/Target/Max or Fixed) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Performance-based RSUs | 02/16/2023 | 400 / 800 / 1,600 | $64,516 | 3-year performance; ROATCE vs peers; TBV gate |
| Time-based RSUs | 02/16/2023 | 1,200 | $96,774 | Time-based, equal installments (per plan), typical up to 3 years for recent grants |
2023 Stock Vested – James Rizzo
| Metric | 2023 |
|---|---|
| Stock awards vested (shares) | 910 |
| Value realized on vesting ($) | $73,485 |
| Option exercises | None; Company has not awarded options to NEOs since 2011 |
Equity Ownership & Alignment
| Measure | As of Dec 31, 2023 |
|---|---|
| Beneficial ownership (shares) | 9,228 (less than 1% of class) |
| Unvested time-based RSUs (award footnote references) | 180 (1) – $11,846; 360 (2) – $23,692; 570 (3) – $37,512; 720 (4) – $47,383; 1,200 (6) – $78,972 |
| Unvested performance-based RSUs | 1,600 (9) – $105,296 |
| Stock options | None outstanding |
| Executive stock ownership guideline | All other executive officers: 1x annual base salary; executives have until year-end following the fifth anniversary to comply |
| Compliance with ownership guideline | Each executive officer currently satisfies the guideline (company statement) |
| Hedging/pledging | Hedging prohibited; pledging or margin accounts prohibited without prior permission of General Counsel/CFO/Controller |
Policy alignment signals: prohibition on hedging/pledging reduces misalignment risk; ongoing vesting of RSUs creates scheduled supply over time. No options reduces leverage and selling pressure vs option exercises .
Nonqualified Deferred Compensation (Restoration/NQDC) – 2023
| Plan | Executive Contributions (Last FY) | Registrant Contributions (Last FY) | Aggregate Balance (Last FYE) |
|---|---|---|---|
| Restoration Plan | $0 | $23,493 | $23,493 |
| NQDC | $0 | $0 | $0 |
Pension/SERP
- Defined Benefit Plan and Rockland SERP participation for Rizzo: none (no accumulated benefit reported) .
Employment Terms
| Element | Terms |
|---|---|
| Executive officer term | Extends until the first Board meeting following the annual meeting, or earlier termination events |
| Severance Plan (non-CIC) | Qualifying termination (without cause or for good reason): 12 months base salary; 12 months health/life insurance cost; release + restrictive covenants (non-compete, non-solicit) required |
| CIC Severance Plan | Upon change-in-control and qualifying termination: accrued obligations; prorated annual bonus; lump sum = 2×(base salary + higher of average last 3 annual bonus or target bonus); 24 months health/life cost; 12 months outplacement; best-net 280G cutback; release + restrictive covenants required |
| Equity acceleration (CIC) | Grants under 2005 Employee Stock Plan and 2023 Incentive Plan fully vest upon a change in control, regardless of termination |
| Tax gross-ups | All tax gross-up provisions eliminated from executive compensation program in 2023 |
| Plan participation | Rizzo participates in Key Executive Severance Plan and Key Executive CIC Severance Plan |
Potential Benefits Quantification (as of 12/31/2023)
| Scenario | Severance ($) | Equity Acceleration ($) | Medical ($) | Total ($) |
|---|---|---|---|---|
| Termination without cause (or resignation for good reason) | $391,812 | $94,569 | $19,767 | $506,148 |
| Termination due to disability | $0 | $94,569 | $0 | $94,569 |
| Termination due to death | $0 | $94,569 | $0 | $94,569 |
| Change-in-control + without cause or resignation for good reason | $1,060,429 | $304,700 | $78,520 | $1,443,649 |
Investment Implications
- Pay-for-performance alignment: Annual incentives explicitly link to Operating EPS, ROA/ROE, charge-offs, and efficiency ratio, and performance RSUs vest on 3-year ROATCE vs peers with a tangible book value gate—this ties equity realizations to value creation and quality of earnings .
- Retention risk: Severance protections (12 months salary, benefits) and CIC protections (2× salary+bonus, 24 months benefits, outplacement) plus full equity acceleration on CIC mitigate voluntary departure risk amid transaction uncertainty; restrictive covenants (non-compete/non-solicit) protect franchise value .
- Insider selling pressure: No options and a mix tilted to RSUs reduces forced selling risk; 2023 vesting of 910 shares ($73,485 realized) indicates ongoing supply but not option-driven selling; unvested tranches across multiple vintages suggest steady but moderate future vesting cadence .
- Alignment and governance: Anti-hedging/anti-pledging policies and stock ownership guidelines (1× salary for executives) with stated compliance enhance alignment and reduce red flags; golden parachute tax gross-ups eliminated in 2023; CIC benefits subject to best-net cutback .
- Execution scope: As CCB Officer since 2023, Rizzo’s remit is loan growth and commercial origination strategy—investors should monitor commercial loan growth, credit quality, and efficiency metrics that directly influence his incentive outcomes and ROATCE-based PSU vesting .