Kathryn O’Malley
About Kathryn O’Malley
Kathryn O’Malley, 62, is Executive Vice President and Chief Credit Officer at Rockland Trust (Independent Bank Corp.) and was appointed to the EVP role in January 2023 after serving as Chief Credit Officer since April 2019 . She joined Rockland Trust in September 2009, following nine years as an independent consultant focused on commercial loan structuring and analysis for regional banks, and more than a decade in the commercial banking division of BankBoston and subsequently U.S. Trust . She holds a B.A. in Mathematics and Economics from Wheaton College and a Masters of Finance from Boston College . During the year preceding her EVP appointment, the company reported strong operating performance, including 8% operating EPS growth in 2022 and a total loss rate of 1 basis point, underscoring sustained credit discipline aligned with her remit over credit risk management .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rockland Trust (Independent Bank Corp.) | Executive Vice President, Chief Credit Officer | Since Jan 2023 | Oversees credit risk management, loan structuring/approval, workout, appraisal, and environmental risk mitigation . |
| Rockland Trust (Independent Bank Corp.) | Chief Credit Officer | Since Apr 2019 | Led enterprise credit governance and underwriting standards across commercial portfolios . |
| Independent Consultant | Commercial loan structuring and analysis | 9 years (prior to 2009) | Provided loan structuring/analysis services to regional banks, enhancing underwriting rigor . |
| BankBoston / U.S. Trust | Commercial banking | Over a decade | Frontline origination and portfolio management experience in commercial banking . |
External Roles
No external board or director roles disclosed for Ms. O’Malley .
Fixed Compensation
Ms. O’Malley is not listed as a Named Executive Officer (NEO) in the 2024 compensation tables; specific base salary, target bonus, and actual bonus amounts are not disclosed for her individually . INDB’s annual cash incentive program for executive officers emphasizes pay-for-performance, with metrics including Operating EPS (non-GAAP), ROA, ROE, charge-offs, and efficiency ratio; awards are variable and at-risk, with one-year performance periods and the Compensation Committee retaining discretion (including the ability to reduce awards to zero) .
Annual Cash Incentive Program Structure (Company-Level)
| Element | Performance Period | Metrics | Determination |
|---|---|---|---|
| Annual cash incentive | 1 year | Operating EPS (non-GAAP), ROA, ROE, charge-offs, efficiency ratio | Based on Company and individual performance; Committee judgment with potential discretion to adjust awards . |
Executive officers are subject to an incentive compensation risk framework with caps and risk/compliance gates; the Company does not believe its policies are likely to have a material adverse effect .
Performance Compensation
INDB grants long-term equity awards as time-based and performance-based restricted stock; stock options have not been granted to NEOs since 2011 and the company does not currently grant options to employees . Performance-based restricted stock is tied to multi-year metrics emphasizing Return on Average Tangible Common Equity (ROTCE) versus peers and tangible book value, aiming to align long-term outcomes with shareholder returns .
Long-Term Equity Awards and Metrics (Company-Level)
| Award Type | Performance Period / Vesting | Metric | Weighting | Target | Actual | Payout | Vesting Treatment |
|---|---|---|---|---|---|---|---|
| Time-based restricted stock | Typically ratable vesting over up to 3–5 years | N/A | N/A | N/A | N/A | N/A | Prorated vesting on involuntary termination (death, disability, retirement, or good reason/without cause); immediate vesting on change in control . |
| Performance-based restricted stock | 3-year performance period with cliff vesting upon performance determination | ROTCE vs peers; Tangible Book Value | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Prorated vesting on certain terminations based on actual performance; immediate vesting on change in control . |
Equity award timing is not coordinated with MNPI; grants are generally in February, with discretion for hires/promotions .
Equity Ownership & Alignment
- Beneficial ownership: Ms. O’Malley filed a Form 3 on December 19, 2023, reporting 6,288.2713 shares of common stock directly owned, including 304.2713 shares in her 401(k) account .
- Anti-hedging and anti-pledging: Executives are prohibited from hedging company stock and from pledging or holding company stock in margin accounts without specific permission, mitigating misalignment and forced-sale risk .
- Ownership guidelines: Executive Stock Ownership Guidelines require an Executive Vice President to hold stock equal to 2x annual base salary, with a compliance window through the end of the year following the fifth anniversary of promotion/hire; unvested time-based RS count while unvested PS do not .
- Options exposure: INDB has not granted stock options to NEOs since 2011 and does not currently grant options to employees, reducing forced exercise pressures .
Beneficial Ownership Detail
| Item | Amount | Date | Notes |
|---|---|---|---|
| Common stock directly owned | 6,288.2713 | 12/14/2023 | Includes 304.2713 shares in 401(k) . |
Employment Terms
Ms. O’Malley participates in INDB’s Key Executive Severance Plan and Key Executive Change in Control (CIC) Severance Plan, rather than an individual employment agreement .
Severance and CIC Economics (Plan-Level; applicable to Ms. O’Malley)
- Severance Plan (qualifying termination = resignation for good reason or termination other than for cause, death, or disability):
- Salary continuation for 12 months; lump-sum payment for 12 months’ health/life insurance costs; accrued obligations paid; benefits subject to release and restrictive covenants (non-compete and non-solicit) .
- CIC Severance Plan (two-year protection period post-change in control; double-trigger):
- Accrued obligations and unpaid bonus for completed periods; prorated bonus for year of termination based on target or higher of actual; lump sum of 2x (base salary + higher of 3-year average bonus or target bonus); lump-sum 24 months’ health/life insurance costs; 12 months outplacement; best-net 280G cutback .
- Equity awards: Time-based and performance-based restricted stock agreements provide immediate vesting upon change in control (single-trigger for equity) .
- Term of office: Executive officers serve until the first Board meeting following the annual meeting or earlier termination events .
- Clawback: Nasdaq-compliant clawback policy recovers excess incentive compensation (cash and equity tied to financial reporting measures) for three years preceding a required restatement, regardless of misconduct .
- Tax gross-ups: All tax gross-up provisions were eliminated in 2023 .
Investment Implications
- Alignment: Anti-hedging/pledging policy and stock ownership guidelines (EVP = 2x salary) support long-term alignment; single-trigger equity vesting at change in control elevates transaction-value sensitivity for equity but cash CIC benefits remain double-trigger, balancing retention and shareholder interests .
- Retention risk: Formal Severance and CIC protection with non-compete/non-solicit covenants reduces voluntary turnover risk during strategic uncertainty or transaction windows; absence of individual employment agreement suggests standardized, Committee-designated protections .
- Insider selling pressure: Company does not grant options (no forced exercise risk), and time-based RS typically vest ratably over multi-year schedules; while routine diversification sales may occur post-vesting, no Form 4 transactions for Ms. O’Malley were identified in available filings beyond her Form 3, limiting near-term selling overhang signals from disclosed data .
- Pay-for-performance linkage: Annual incentives tied to Operating EPS, ROA/ROE, charge-offs, and efficiency ratio, and performance-based equity tied to ROTCE vs peers and TBV, should closely tie compensation outcomes to loan portfolio performance and credit discipline under her oversight, improving signal quality for investors .
- Governance and risk: Updated clawback, prohibition on hedging/pledging, and removal of tax gross-ups reflect shareholder-friendly governance posture; accelerated equity on CoC is standard in banking and should be monitored for deal-driven payout sensitivity .
Overall, O’Malley’s compensation levers and plan participation indicate structured retention with clear performance hooks in credit-sensitive metrics; the lack of options and governance constraints reduces misalignment and forced-sales risk, while CoC equity acceleration requires monitoring in M&A scenarios .