Lee Powlus
About Lee Powlus
Lee C. Powlus (age 65) is Executive Vice President and Chief Technology and Operations Officer of Rockland Trust (INDB), appointed in September 2023. He oversees technology, operations, data security, project management, and knowledge management, leveraging prior roles as Senior EVP & Chief Administrative Officer at People’s United Bank and IT leadership at Chittenden Corporation; he holds a BS in Business Administration and an MBA from the University of Vermont . Company performance context: 2024 Net Income was $192.1M and ROATCE 9.89%; cumulative TSR proxy measure (value of $100 investment since 2019) was $90.53 in 2024 versus $96.65 in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| People’s United Bank | Senior EVP & Chief Administrative Officer | Not disclosed | Oversaw technology, operations, information/cyber security, project management, digital, and real estate services; built critical infrastructure to support strategic innovation while ensuring safe, secure platforms . |
| Chittenden Corporation | Information Technology leadership | Not disclosed | Led IT at an ~$8B commercial bank, providing enterprise technology leadership experience for banking operations . |
External Roles
None disclosed in the proxy .
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary | $437,423 | 2024 base salary shown in Summary Compensation Table. |
| Target Bonus % of Salary | 45% | Executive Incentive Plan Scorecard target. |
| Actual Annual Cash Incentive Paid | $225,553 | Non-Equity Incentive Plan Compensation. |
| Perquisites (Company-owned car) | $18,403 | Only perquisite disclosed above $10,000 for 2024. |
| All Other Compensation | $27,222 | Includes dividends and 401(k) plan employer contributions . |
Performance Compensation
- Annual cash incentive structure: payout driven by Operating EPS vs targets (threshold/target/max), plus peer-relative performance on ROA, ROE, Charge-offs, Efficiency Ratio; Bank Performance Factor averaged Company and Peer components. 2024 Operating EPS target was $4.82 vs actual $4.55; Bank Performance Factor was 81% (applied to all NEOs) . Individual performance factor applies to NEOs other than CEO (0.0–1.40 range) .
- Long-term equity mix and metrics: 2024 grants included time-based and performance-based restricted stock. Performance shares vest over 3 years based on ROATCE percentile vs proxy peer group (25th=25% vest, 50th=50%, 75th=100%), with a tangible book value gate; time-based RSUs vest ratably over 3 years .
| Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive | Operating EPS; ROA/ROE/Charge-offs/Efficiency vs peers | Not disclosed | Operating EPS target $4.82 | Operating EPS $4.55; Bank Performance Factor 81%; individual factor applies to NEOs | Cash paid after year-end; Powlus received $225,553 . |
| Perf. RSUs (2024 grant) | ROATCE vs peers; TBV gate | Not disclosed | Target shares 1,250; Threshold 625; Max 2,500 | In-flight; 2024–2026 cycle (max values shown outstanding) | Vest after 3-year period upon Compensation Committee certification . |
| Time-based RSUs (2024 grant) | Service-based | Not applicable | 1,850 shares; $52.73 per-share grant fair value | 33% vested 2/22/2025; remainder 2026–2027 | 3-year ratable vesting . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (12/31/2024) | 2,362 shares beneficially owned . |
| Unvested Time-based RSUs | 1,850 shares from 2/22/2024 grant; 33% vested on 2/22/2025; remaining vests 2026–2027 . |
| Performance RSUs Outstanding | Up to 2,500 shares (maximum) for 2024–2026 cycle; vest contingent on ROATCE vs peers and TBV gate . |
| Stock Options | None; no NEO stock options outstanding . |
| Anti-hedging/Anti-pledging | Hedging prohibited; pledging/margin accounts prohibited without GC permission for directors/executives . |
| Stock Ownership Guidelines | All other executive officers must hold stock = 1x annual base salary; executives currently satisfy guidelines . |
Employment Terms
- Plan participation: Key Executive Severance Plan and Key Executive Change in Control (CIC) Severance Plan .
- Clawback: Incentive Compensation Recovery Policy (Oct 2023) recovers excess incentive comp for restatements, regardless of misconduct .
- Insider trading policy: Pre-clearance required for Section 16 insiders; blackout periods; compliance with anti-hedging/pledging rules .
| Scenario (as of 12/31/2024) | Cash Severance | Equity Acceleration | Medical/Life Benefits | 280G Cutback | Total |
|---|---|---|---|---|---|
| Termination Without Cause or Resignation for Good Reason | $442,000 | $79,531 | $8,612 | — | $530,143 |
| Termination Following Change in Control | $1,281,800 | $279,227 | $34,210 | ($135,359) | $1,459,878 |
- Severance/CIC plans require execution and non-revocation of a release and agreement to restrictive covenants (non-competition and non-solicitation) .
Performance & Track Record
- Operational pedigree: Built and led enterprise operations and technology at regional banks, with specific oversight of cyber security, project management, and digital platforms; at Rockland Trust he leads technology and operations strategy .
- Company performance context: Net Income $192.1M and ROATCE 9.89% in 2024; cumulative TSR proxy measure decreased to $90.53 in 2024 (peer group TSRs: KBW NASDAQ Bank Index $132.60; KBW NASDAQ Regional Banking Index $130.90) .
| Company Performance | 2023 | 2024 |
|---|---|---|
| Net Income ($) | $239,502,000 | $192,081,000 |
| ROATCE (%) | 12.78% | 9.89% |
| TSR – Value of $100 Investment (Company) | $96.65 | $90.53 |
Compensation Structure Analysis
- Equity mix and risk: Powlus’ 2024 equity tilt is more weighted to time-based RSUs ($97,541) versus performance RSUs ($65,906), reflecting retention and alignment with service, while still tying outcomes to ROATCE vs peers through performance shares .
- Pay-for-performance integrity: Cash incentive incorporates both absolute Operating EPS and peer-relative factors; 2024 Operating EPS below target reduced the Bank Performance Factor to 81% .
- Governance safeguards: Robust clawback policy; prohibition on hedging/pledging; no stock options outstanding for NEOs (reduces repricing risk) .
- Say-on-pay support: 94.36% approval in prior cycle, indicating shareholder alignment with compensation practices .
Related Party, Hedging, and Pledging
- No related party transactions involving Powlus are disclosed; anti-hedging/pledging policy prohibits hedging and pledging/margin accounts for executives (pledging is a red flag; policy mitigates risk) .
Equity Ownership & Alignment Details (Additional)
| Detail | Value |
|---|---|
| Dividends on Restricted Stock (2024) | $3,164 |
| 401(k) Employer Contribution (2024) | $5,655 |
| Restoration/NQDC Participation (2024) | No restoration/NQDC amounts reported for Powlus |
| Pension/SERP | Not a participant in DB plan or SERP |
Investment Implications
- Compensation alignment: Significant at-risk pay—cash incentives linked to Operating EPS and peer metrics, and performance RSUs tied to ROATCE percentile with a tangible book value gate—supports shareholder alignment and reduces windfalls during weak performance .
- Retention risk and selling pressure: Time-based RSUs vest in 2025–2027, creating periodic settlement events; combined with CIC protections ($1.46M total potential), near-term voluntary departure risk is moderated, but vesting may add incremental sellable shares over time .
- Governance risk mitigants: Anti-hedging/pledging policy, clawback adoption, absence of options (no repricing risk), and strong say-on-pay outcomes reduce governance red flags .
- Execution focus: Powlus’ remit spans mission-critical operations and cyber/tech infrastructure; given 2024 ROATCE compression and TSR softness, continued efficiency gains and secure digital operations are central performance levers underpinning future incentive payouts and value creation .