Leif O’Leary
About Leif O’Leary
Leif O’Leary (age 53) was appointed to Independent Bank Corp.’s (INDB) Board effective April 1, 2025 as a Class III director (term expiring at the 2026 annual meeting). He is CEO of Alegeus Technologies and former CEO of Intralinks, bringing deep software/technology and fintech experience; he also serves on the board of TeamSnap. Tenure at INDB begins in 2025; the proxy highlights his qualifications in software and technology relevant to the bank’s needs.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alegeus Technologies | Chief Executive Officer | Current | Leads a company developing benefit and payment solutions for leading health plans |
| Intralinks | Chief Executive Officer | Prior | CEO of fintech provider for banking and capital markets |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TeamSnap | Director (Board Member) | Current | Software platform for organizing sports teams; no INDB committee role disclosed |
| Public company boards | None | — | INDB discloses no directors serve on other public company boards |
Board Governance
- Appointment/class and status: O’Leary appointed Feb 20, 2025, effective April 1, 2025, as a Class III director (term to 2026 annual meeting). Board size increases from 12 to 15 with his addition.
- Committee assignments: Not yet assigned as of the proxy; committees to be determined later.
- Independence: The proxy identifies three non‑independent directors (CEO Jeffrey Tengel, Rockland Trust President Gerard Nadeau, and Susan Perry O’Day) and states all other current directors are independent. O’Leary’s independence is not explicitly enumerated in that section (he becomes a director April 1, 2025), and no related‑party transactions involving him are disclosed.
- Attendance/engagement baseline: In 2024, the Boards held 14 concurrent meetings; all then‑serving directors attended at least 75% of Board/committee meetings, and all attended the annual meeting. (O’Leary was not on the Board in 2024.)
- Board process and risk oversight: Independent Chair; executive sessions each regular meeting; formal ERM with Risk Committee oversight; anti‑hedging/anti‑pledging policy covering directors and executives.
Fixed Compensation (Director Program)
- Cash retainers (2025 schedule, effective Jan 1, 2025):
- Chair of Board: $122,000; Director: $65,000.
- Committee chair retainers (2025): Audit $17,000; Compensation $17,000; Risk $17,000; Nominating & Corporate Governance $10,500; Trust $10,500; Executive Chair retainer rolled into Board Chair retainer.
- Committee membership retainers (2025): Audit $9,000; Compensation $13,000; Executive $5,000; Nominating & Corporate Governance $6,500; Risk $9,000; Trust $6,500.
- Equity (director plan and latest grant levels): Under the 2018 Non‑Employee Director Stock Plan, the Compensation Committee may grant up to 1,500 restricted shares and/or up to 3,000 options per director, vesting immediately; in May 2024, each non‑employee director received 1,134 restricted shares that vested immediately (illustrative of program design).
Performance Compensation
- Director pay has no disclosed performance metrics; director restricted stock awards vest immediately upon grant under the director plan (no performance conditions), and options, when used, are immediately exercisable.
- INDB’s detailed performance metrics (Operating EPS, ROA, ROE, charge‑offs, efficiency ratio; ROATCE‑based PSU design) apply to executives, not directors.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None for any INDB directors (implies none for O’Leary) |
| Private/other boards | TeamSnap (director) |
| Interlocks/conflicts disclosed | None involving O’Leary; a lease with a subsidiary of A.W. Perry (linked to director Susan O’Day) is disclosed separately |
Expertise & Qualifications
- The Board cites O’Leary’s “extensive background and knowledge in the software and technology industry,” mature business judgment, and familiarity with the communities Rockland Trust serves. This skill set is relevant to digital transformation, data, and cyber risk oversight in regional banking.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (12/31/2024) | 0 shares (listed as “—”) |
| Ownership as % outstanding | Not presented for individuals under 1%; O’Leary entry shows zero |
| Director ownership guidelines | Must own ≥5× annual cash retainer; 5 years to comply; counts direct, joint, unvested time‑based RS; excludes options; new directors have five years |
| Hedging/pledging | Prohibited for directors (hedging) and pledging without permission of General Counsel (anti‑hedging/anti‑pledging policy) |
Governance Assessment
- Signals supportive of investor confidence:
- Appointment adds a technology/fintech operator to the Board at a time of rising digital/cyber demands in banking.
- Robust director stock ownership guidelines and anti‑hedging/anti‑pledging policy align director equity with long‑term shareholders.
- Board structure and process (independent Chair; executive sessions; defined ERM oversight) are strong.
- 2024 say‑on‑pay support was 94.36%, indicating constructive shareholder sentiment toward compensation governance (context for overall governance culture).
- Items to monitor (not red flags):
- Committee placement has not yet been made; track assignments to Audit/Risk/Technology‑relevant committees to gauge influence on oversight.
- O’Leary’s ownership started at zero as of 12/31/2024; monitor trajectory toward guideline compliance within five years and equity received under the director plan.
- RED FLAGS: None disclosed for O’Leary. No related‑party transactions, pledging, hedging, or attendance issues are reported with respect to him. (A separate lease involving another director is disclosed; unrelated to O’Leary.)
Reference: Committee Landscape and Meetings (context)
- 2024 committee meetings: Executive (2), Audit (4), Compensation (5), Nominating (12), Risk (6), Trust (4). New directors (incl. O’Leary) had not been assigned to committees as of the proxy.
- Board met 14 times in 2024; all directors then serving met the 75% attendance threshold.