Maria Harris
About Maria Harris
Maria Harris (age 54) serves as Executive Vice President and Chief Human Resources Officer (CHRO) of Rockland Trust (Independent Bank Corp.’s banking subsidiary), a role she has held since 2017 after joining the company in 2003 in progressively senior HR positions; she holds a BA from Bridgewater State University and the Senior Professional in Human Resources (SPHR) designation . Company performance context: in 2024, INDB reported Net Income of $192.1M, ROATCE of 9.89%, and a 5-year cumulative TSR of $90.53 on a $100 base (peer TSRs: $132.60 and $130.90), framing incentive outcomes in the period around Harris’s tenure . The company emphasizes pay-for-performance, with material at-risk pay and performance-based equity tied to ROATCE vs. peers and an operating EPS scorecard for annual incentives .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Rockland Trust (INDB) | EVP, Chief Human Resources Officer | 2017–present | Leads talent, culture, compensation/benefits, inclusion; supported integration and workforce scaling during growth and M&A . |
| Rockland Trust (INDB) | VP, Director of Employment & Colleague Relations (and prior HR roles) | 2003–2017 | Built recruiting, employee relations, performance management, compensation analysis, DEI, and wellness programs . |
| Scudder Investments | HR roles | Pre-2003 | Financial services HR experience prior to joining Rockland Trust, informing banking-sector leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Morgan Memorial Goodwill Industries (Boston) | Board Member | n/a | Community and workforce development exposure . |
| Signature Healthcare (Brockton, MA) | Board Member | n/a | Healthcare oversight aligned with benefits and workforce well-being . |
Fixed Compensation
| Year | Base salary ($) | Target annual bonus (% of salary) | Actual annual bonus paid ($) | Key notes |
|---|---|---|---|---|
| 2023 | 380,088 | 45% | 155,646 | 2023 scorecard company factor set to 65% after Compensation Committee discretion in light of industry conditions . |
Performance Compensation
Annual incentive scorecard (2023)
| Metric | Target | Actual | Payout mechanics | Final applied factor |
|---|---|---|---|---|
| Operating EPS | $6.56 | $5.42 | Company factor was 0% on formula; peer-factor 103% across ROA, ROE, charge-offs, NPA; Committee applied positive discretion reflecting operating resilience, setting combined at 65% . | 65% |
Notes:
- Peer factor built from relative performance on ROA, ROE, charge-offs, and NPA (replaced by Efficiency Ratio beginning with 2024 plan design) .
Long-term equity (structure and 2023 grants)
| Award type | Grant date | Shares/targets | Grant-date fair value ($) | Performance/vesting |
|---|---|---|---|---|
| Performance-based RS (PSUs) | 2/16/2023 | 850 target (425–1,700 range) | 68,548 | 3-year performance (2023–2025) based on ROATCE vs. proxy peer group; 0%–100% payout at <25th, 25th, 50th, 75th percentile; tangible book value must increase over the period to vest . |
| Time-based RS | 2/16/2023 | 1,300 | 104,839 | Vests ratably over 3 years (equal annual installments) . |
Program design notes:
- For NEOs, equity awards average ~57% performance-based and ~43% time-based, reinforcing pay-for-performance .
- PSUs granted for 2022–2024 cycles vested at 78% of maximum on March 19, 2025 following Compensation Committee certification, reflecting ROATCE vs. peers; this cycle design and payout rate inform expectations for similar awards held by executives .
Equity Ownership & Alignment
Outstanding equity (as of Dec 31, 2023; Maria Harris)
| Category | Shares/Units | Vesting/performance details |
|---|---|---|
| Time-based RS (2019–2023 grants) | 130; 280; 480; 680; 1,300 | Older awards generally vest evenly over five years (2020 grant final tranche vested Feb 27, 2025; 2021 & 2022 vest through 2026–2027); 2023 time-based vests evenly over 3 years per plan . |
| PSUs (2021–2023 cycles) | 880 (2022–2024 cycle) | 3-year ROATCE vs. peers; the 2022–2024 cycle vested at 78% of maximum on March 19, 2025 . |
| PSUs (2023–2025 cycle) | 1,700 (at maximum reporting convention) | 3-year period ending Dec 31, 2025; payout upon certification; TBV gate applies . |
Ownership policies and trading constraints:
- Executive stock ownership guidelines: 1x annual base salary for “All Other Executive Officers”; executives have until the end of the calendar year following the fifth anniversary of hire/promotion to comply; company states all executive officers currently satisfy guidelines .
- Anti-hedging and anti-pledging: hedging prohibited; pledging or margin accounts by directors/executive officers require prior permission of the General Counsel or designee .
- Insider trading policy requires pre-clearance for Section 16 insiders and restricts trading during blackout periods .
Executive benefits alignment (2023 data points):
- Company car perquisite: $13,182 .
- 401(k) employer contributions: $29,595; Restoration Plan contributions: $27,364; dividends on RS awards: $6,001 .
Employment Terms
- Employment agreement: The Company has employment agreements with certain executive officers including Maria Harris .
- Severance (non‑change in control): On involuntary termination without cause or resignation for good reason, typical benefits include 12 months’ base salary continuation and 12 months of health/life insurance (or cash equivalent); stock options (if any) become fully exercisable for a limited window (company no longer grants options to executives) .
- Change in Control (CIC) severance: Upon a qualifying termination during the two-year protection period post‑CIC (double-trigger), executives receive a lump sum of 24–36 months’ salary plus 2–3x the greater of recent/target bonus, up to best-net 280G cutback; 36 months of benefits or cash equivalent; and immediate vesting of equity per current plan terms .
- Clawback: Incentive Compensation Recovery Policy adopted Oct 2023 applies to covered executives for three prior fiscal years following a restatement, regardless of misconduct .
- Restrictive covenants: Employment agreements include at least a one-year post-employment non-solicitation; receipt of Severance/CIC benefits under plans is conditioned on non-compete and non-solicit covenants and a release .
Estimated payouts for Maria Harris (disclosed scenario values as of Dec 31, 2023)
| Scenario | Severance ($) | Equity acceleration ($) | Medical benefits ($) | 280G cutback ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without cause / good reason (non‑CIC) | 380,088 | 205,196 | 19,767 | — | 605,051 |
| Termination without cause / good reason following CIC | 1,703,850 | 445,534 | 117,780 | (760,869) | 1,506,295 |
Compensation Structure Analysis
- Pay mix emphasizes at‑risk pay and long-term equity; in 2023, Harris’s target annual bonus was 45% of salary, PSUs/time-based equity split aligns with a ~57% performance-based tilt for NEO grants .
- Scorecard changes (2024): Nonperforming Assets metric was replaced with Operating Efficiency Ratio to reduce overemphasis on asset quality and better align with strategic priorities; 2024 Operating EPS target/payout ranges maintained standard thresholds/caps .
- Discretionary adjustment (2023): Despite a 0% company factor on formula (Operating EPS shortfall), the Committee set the combined factor at 65%, citing resilient peer-relative profitability and bank-wide risk/liquidity management amid industry stress, leading to Harris’s paid bonus of $155,646 vs. a 45% target on $380,088 salary .
- Governance features: No excise tax gross‑ups for executives (legacy gross‑up eliminated in 2023), best‑net 280G cutback applies; Nasdaq-compliant clawback policy adopted in 2023 .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay support: 94.36% (2025 meeting covering FY2024 compensation) and 91.72% (2024 meeting covering FY2023), indicating broad shareholder support for compensation design and outcomes .
- Compensation peer group: Regional bank peers used for benchmarking and PSU ROATCE comparisons (e.g., Atlantic Union, Berkshire Hills, Community Bank System, Customers, Eastern, First Financial, Fulton, Northwest, OceanFirst, Provident, Sandy Spring, United Bankshares, WSFS); unchanged for 2025 program .
Investment Implications
- Alignment and retention: Harris’s package is anchored in at‑risk annual incentives and multi‑year PSUs tied to ROATCE vs. peers with a tangible book value gate, plus stock ownership requirements—supporting shareholder alignment and retention in a tight talent market .
- Vesting runway and selling pressure: Multiple upcoming time‑based and performance‑based vesting events (notably the 2022–2024 cycle that vested at 78% in March 2025) incrementally increase tradable shares; however, strict insider trading, anti‑hedging, and (permissioned) anti‑pledging policies and blackout windows temper near‑term selling risk signals .
- Change‑in‑control economics: Disclosed CIC benefits for Harris (as of 12/31/2023) approximate 3–4x salary+benefits including equity acceleration under a best‑net 280G cutback regime—material but within regional‑bank norms and without gross‑ups; this is a neutral to modest risk for M&A optionality and retention .
- 2023 payout discretion: The Committee’s 65% factor despite EPS miss underscores a willingness to apply judgment in crisis contexts; continued high Say‑on‑Pay support suggests investors view outcomes as reasonable given peer-relative performance and risk management execution .