John Morrissey
About John J. Morrissey
Independent director since 2012 (age 58 as of the 2025 meeting); founding partner of Morrissey, Wilson & Zafiropoulos LLP with specialties in litigation, bankruptcy/creditors’ rights, and real estate. Former Chair of the Massachusetts Board of Bar Overseers; former President of the Massachusetts Bar Association; member of the Joint Bar Committee on Judicial Appointments; previously served as a director of Central Bancorp, Inc. (parent of Central Co‑operative Bank) until its merger into INDB in 2012 . He is currently Chair of INDB’s Nominating & Corporate Governance Committee and serves on the Risk and Trust Committees; he is an independent director under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Massachusetts Board of Bar Overseers (SJC) | Chair (prior) | Not disclosed | Led disciplinary oversight of the bar; governance/ethics lens |
| Massachusetts Bar Association | President; Executive Management Board Member (prior) | Not disclosed | Professional leadership; policy and governance experience |
| Central Bancorp, Inc. / Central Co‑operative Bank | Director (prior) | Through Nov 2012 (merged into INDB) | Prior bank board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Morrissey, Wilson & Zafiropoulos LLP | Founding Partner | Current | Legal practice (litigation, bankruptcy/creditors’ rights, real estate) |
| Joint Bar Committee on Judicial Appointments | Member | Current | Independent evaluation of judicial nominees |
Board Governance
- Committees: Chair, Nominating & Corporate Governance; Member, Risk; Member, Trust .
- Independence: Independent director (not an employee; company states nine of twelve current directors were independent; Ms. O’Day’s lease made her non‑independent) .
- Attendance and engagement: All directors attended at least 75% of Board and committee meetings in 2024; policy expects attendance at the annual meeting and all then‑serving directors attended last year’s meeting .
- Board/committee cadence (2024): Board held 14 concurrent meetings; committee meetings — Executive (2), Audit (4), Compensation (5), Nominating (12), Risk (6), Trust (4) .
- Structure: Independent Chair; independent directors meet in executive session at each regularly scheduled Board meeting; robust risk oversight via Risk Committee and “three lines of defense” ERM model .
Fixed Compensation
| Component | Detail | Amount/Terms | Source |
|---|---|---|---|
| 2024 Cash Compensation (Morrissey) | Aggregate fees for Board/committee service | $105,700 | |
| 2024 Director Cash Retainers | Board Chair $105,000; Director $65,000; Committee Chair retainers: Audit $17,000; Compensation $17,000; Executive $17,000; Nominating $10,500; Risk $17,000; Trust $10,500. Committee member retainers: Audit $9,000; Compensation $13,000; Executive $5,000; Nominating $6,500; Risk $9,000; Trust $6,500 | As listed | |
| 2025 Cash Retainer Updates | Board Chair increased to $122,000 (Executive Chair fee rolled in); Director $65,000; committee chair/member retainers otherwise as above | Effective Jan 1, 2025 | |
| Nominating special meeting fee (when formal director search, >5 meetings) | $2,100 (Chair) / $1,300 (non‑management committee members) per additional meeting | As applicable |
Performance Compensation
| Equity Element | Grant Date | Shares/Terms | Grant Date Fair Value | Notes |
|---|---|---|---|---|
| 2018 Non‑Employee Director Stock Plan (annual equity) | May 2024 | 1,134 restricted shares; vest immediately | Included in “Stock Awards” $60,028 (Morrissey) | All non‑employee directors received 1,134 RS; immediate vesting |
| Annual director equity (plan mechanics) | Annually (3rd business day post annual meeting) | Up to 1,500 RS or up to 3,000 options (or combination); director awards immediately vest/exercisable | Discretionary per plan | Framework of 2018 plan |
| 2025 Director grant (Form 4) | 2025‑05‑20 | 938 common shares acquired (RS under director plan), price $0; immediately vested (Rule 16b‑3(d)) | Not disclosed | Post‑txn holdings 14,358.4556; includes 555.0761 DRIP shares since prior filing |
Notes: No performance metrics are applied to director equity; awards are time‑based and vest immediately. No option awards outstanding for Morrissey as of 12/31/2024 (only Hogan and Lentz held options) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (company states no directors serve on other public company boards) |
| Prior public company boards | Central Bancorp, Inc. (through Nov 2012 merger into INDB) |
| Known interlocks/conflicts via other public boards | None disclosed |
Expertise & Qualifications
- Legal and regulatory oversight: Former Chair, Board of Bar Overseers (SJC); President, Massachusetts Bar Association; current JBC member — strong governance/ethics credentials .
- Banking board experience: Prior director at Central Bancorp/Central Co‑operative Bank; long INDB tenure since 2012 .
- Community/market familiarity: Longstanding Massachusetts legal practice and community involvement, aligned with Rockland Trust’s footprint .
Equity Ownership
| As‑Of Date | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| 2024‑12‑31 | 13,154 | <1% | Director/NEO ownership table |
| 2025‑05‑21 (after Form 4) | 14,358.4556 | <1% | Includes 938‑share RS grant and 555.0761 DRIP shares since prior filing |
- Director stock ownership guideline: 5x annual cash retainer; company states each director currently satisfies guidelines .
- Anti‑hedging/anti‑pledging: Policy prohibits hedging; prohibits pledging or margin accounts for directors/executives without prior permission; no exceptions disclosed in the proxy .
- Section 16 compliance: Company reports timely compliance for 2024 .
Insider Trades (Recent)
| Date | Type | Shares | Price | Post‑Transaction Holdings | Footnotes |
|---|---|---|---|---|---|
| 2025‑05‑20 | A (grant) | 938 | $0.00 | 14,358.4556 | RS under director plan; immediate vest (16b‑3(d)); DRIP acquisitions since last filing included in total |
Related‑Party Transactions and Conflicts
- Company disclosure notes no related party transactions since 1/1/2024 involving directors/executives/5% holders except a lease involving a subsidiary of A.W. Perry (affiliated with director Susan Perry O’Day); no transactions are disclosed for Mr. Morrissey .
- Director independence affirmed; majority‑independent board; independent Chair structure .
Governance Assessment
- Board effectiveness: Morrissey’s legal/regulatory background and prior bank board experience support his role as Nominating Chair, with 12 Nominating Committee meetings in 2024 indicating active refreshment and governance oversight .
- Independence/engagement: Independent status, strong attendance (≥75% per policy), and participation across Risk and Trust committees align with investor expectations for oversight in a regional bank .
- Pay structure and alignment: 2024 mix was cash ($105.7K) plus immediately‑vesting RS ($60.0K FV). While immediate vesting reduces performance linkage, stock ownership guidelines (5x retainer) and ongoing equity grants plus anti‑hedging/anti‑pledging rules support alignment and downside risk awareness .
- Red flags: None disclosed specific to Mr. Morrissey (no related‑party ties, no pledging disclosures, Section 16 compliance). Note that director equity vests immediately (not performance‑based), which some investors view as weaker incentive alignment versus deferred or restricted‑until‑tenure designs .
- Shareholder sentiment context: Say‑on‑pay support of 94.36% in the prior year suggests overall positive sentiment toward compensation governance at the company level .