Mark Ruggiero
About Mark Ruggiero
Mark J. Ruggiero, 47, is Chief Financial Officer of Independent Bank Corp. and Rockland Trust (since 2019) and, since March 2023, also Executive Vice President of Consumer Lending at Rockland Trust. He joined the company in 2009, served as Controller and Principal Accounting Officer (2013–2019), is a CPA, and holds a B.S. in Accountancy from Bentley University . Under the company’s pay-versus-performance disclosure, INDB’s total shareholder return (TSR), net income, and ROATCE over 2020–2024 are shown below to frame performance during his finance leadership tenure .
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR – $100 investment (year-end) | $90.38 | $103.36 | $109.82 | $89.11 | $90.53 |
| Net Income ($) | $121,167,000 | $120,992,000 | $263,813,000 | $239,502,000 | $192,081,000 |
| ROATCE (%) | 10.38% | 9.20% | 13.87% | 12.78% | 9.89% |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Independent Bank Corp./Rockland Trust | Controller & Principal Accounting Officer | 2013–2019 | Led controllership and SEC reporting as company scaled . |
| Independent Bank Corp./Rockland Trust | Various finance roles | 2009–2013 | Built finance foundation post-joining company . |
| Vitale, Caturano & Co. | Manager (Accounting/Tax) | Pre-2009 | CPA providing accounting/tax services across industries . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| South Shore Chamber of Commerce | Board Member | n/a | Community and business advocacy . |
| South Shore YMCA | Investment Committee Member | n/a | Oversight of investment matters . |
| Massachusetts Taxpayers Foundation | Trustee | n/a | Fiscal policy engagement . |
| MSCPA, AICPA | Member | n/a | Professional standards and network . |
Fixed Compensation
- In February 2024, the Board approved an approximate 5% base salary increase for Ruggiero, reflecting market/peer data and expanded responsibilities (CFO and EVP Consumer Lending) .
- Summary Compensation Table details:
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 436,279 | 542,360 | 567,898 |
| All Other Compensation (incl. 401(k)/Restoration, dividends, perqs) | 87,206 | 125,147 | 124,999 (incl. company car $12,979) |
| Total Compensation | 1,174,373 | 1,387,473 | 1,476,444 |
Performance Compensation
Annual Cash Incentive (Executive Incentive Plan Scorecard)
- Target bonus percent: 70% of base salary for CFO .
- Company metrics (2024): Operating EPS (target $4.82; actual $4.55), ROA, ROE, Charge-offs, Efficiency Ratio; Company/Peer factors combined to a Bank Performance Factor of 81% (individual modifier for NEOs ranges 0–1.40) .
- Actual 2024 cash incentive paid to Ruggiero: $456,652 .
| Item | 2024 Plan Detail |
|---|---|
| CFO Target Bonus % of Salary | 70% |
| Operating EPS Target | $4.82 |
| Operating EPS Actual | $4.55 |
| Bank Performance Factor | 81% |
| Individual Performance Factor Range | 0.00–1.40 (CFO subject to this) |
| Actual Bonus (Paid for 2024) | $456,652 |
Notes: Peer adjustment compares ROA, ROE, Charge-offs, Efficiency vs. peers; Board may apply discretion for CEO, while NEOs receive an individual performance factor within 0–1.40 .
Long-Term Equity (2024 Grants; 3-year performance)
- Structure: Mix of time-based RS and performance-based RS (PBRS). 2024 PBRS vests on 3-year ROATCE vs. proxy peer group with tangible book value guardrail; time-based RS vests ratably over 3 years .
- Grant date per-share fair value: $52.73 .
| 2024 Equity Awards (Grant 2/22/2024) | Threshold | Target | Maximum | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| PBRS (shares) | 1,250 | 2,500 | 5,000 | 131,813 |
| Time-based RS (shares) | — | 3,700 | — | 195,083 |
- Outstanding/vesting detail (as of 12/31/2024):
| Award Type | Shares Unvested | Market/Payout Value |
|---|---|---|
| Time-based RS (various 2020–2024 grants per footnotes) | 150 (2020) , 380 (2021) , 1,050 (2022) , 1,833 (2023) , 3,700 (2024) | $9,629 , $24,392 , $67,400 , $117,660 , $237,503 |
| PBRS (Performance Periods) | 1,794 (2022–2024, earned 78% of max; vested 3/19/2025) | $114,933 |
| 3,700 (2023–2025, shown at max) | $237,503 | |
| 5,000 (2024–2026, shown at max) | $320,950 |
2022–2024 PBRS earned at 78% of max; vesting upon Compensation Committee certification in March 2025 .
Equity Ownership & Alignment
- Beneficial ownership: 17,150 shares; less than 1% of outstanding common stock as of 12/31/2024 .
- Executive stock ownership guideline: CFO must hold 2x base salary; all executive officers currently satisfy the guideline .
- Anti-hedging/pledging: Hedging prohibited for all; pledging prohibited for directors/executives without prior permission .
| Alignment Item | Detail |
|---|---|
| Total beneficial ownership | 17,150 shares; <1% |
| Vested vs. unvested | Unvested time-based RS and PBRS detailed above |
| Ownership guideline | 2x salary (CFO); in compliance |
| Hedging/Pledging | Hedging banned; pledging requires pre-approval |
Employment Terms
- Employment agreements for NEOs (including Ruggiero) provide severance for termination without cause or resignation for good reason; change-in-control (CIC) benefits vary by agreement (24–36 months). Company-wide severance/CIC plans adopted in Oct 2023; no excise tax gross-ups; “best-net” 280G cutback applies .
- Quantified potential benefits for Ruggiero as of 12/31/2024:
| Scenario (12/31/2024) | Severance ($) | Equity Acceleration ($) | Medical ($) | 280G Cutback ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without cause / Resign for good reason | 575,273 | 538,041 | 21,152 | — | 1,134,466 |
| Disability | — | 538,041 | — | — | 538,041 |
| Death | — | 538,041 | — | — | 538,041 |
| CIC – Termination without cause / Resign for good reason | 2,063,850 | 1,162,673 | 126,031 | (1,065,182) | 2,287,372 |
Time- and performance-based RS generally fully vest on change in control, per award agreements; 280G cutback reduces payments to maximize after-tax value where applicable .
Compensation Structure Signals
- Mix shift: Company has emphasized performance-based equity (avg ~57% of NEO grants in 2024), with PBRS tied to 3-year ROATCE vs peers and a tangible book value guardrail, reinforcing long-term alignment .
- 2024 annual incentive recalibration: Replaced Nonperforming Assets with Efficiency Ratio to reduce over-emphasis on asset quality and increase focus on strategic priorities; raised variance needed to achieve max payout on some metrics; 2024 Operating EPS missed target ($4.55 vs $4.82), driving an 81% Bank Performance Factor .
- Clawback policy: Adopted in Oct 2023 in line with Nasdaq; recovers excess incentive comp for restatement lookback regardless of misconduct .
- Say-on-pay: Strong shareholder support (94.36% “For” in prior year) .
- Peer framework: 2024/2025 peer group includes Atlantic Union, Berkshire Hills, Customers, Eastern, Fulton, Northwest, OceanFirst, Provident, Sandy Spring, United Bankshares, WSFS, First Financial, Community Financial System; used for benchmarking and PBRS peer-relative ROATCE .
Governance and Risk Controls
- Anti-hedging/pledging and pre-clearance requirements for Section 16 insiders are in place; Section 16(a) filings were timely in 2024 .
- No tax gross-ups in severance; max cash severance multiplier ≤3x salary+target bonus per company policy .
- Ownership guidelines for executives are in compliance, increasing alignment .
Director/Committee (Context)
- Compensation Committee (independent) members: Daniel F. O’Brien (Chair), Donna L. Abelli, Michael P. Hogan, Eileen C. Miskell; uses Mercer and Korn Ferry; oversees Scorecard, equity awards, and CEO/NEO pay .
Investment Implications
- Pay-performance alignment: 2024 cash bonus paid at $456,652 vs a 70% salary target reflects the 81% bank factor plus individual performance, with long-term PBRS tied to peer-relative ROATCE and a tangible book guardrail; combined with a robust clawback and anti-hedging/pledging policy, incentives are directionally aligned with long-term value creation .
- Retention economics: CIC totals of $2.29M for the CFO with “best-net” cutback and no gross-ups are moderate for the segment and suggest manageable deal-related retention risk; standard severance ($1.13M) outside CIC provides continuity but is not excessive .
- Selling pressure watchlist: Unvested time-based and performance-based awards that vest ratably and on 3-year cycles (with 2022–2024 PBRS certified at 78% of max in March 2025) can create periodic settlement events; monitor Form 4s around vesting dates for tax-related dispositions .
- Execution bandwidth: Ruggiero’s dual remit (CFO and EVP Consumer Lending since 2023) concentrates operational and financial accountability; the Board recognized the added scope via a 2024 base pay adjustment, but this combined role could be a focus area for investors during credit and margin cycles .
Appendix: Multi-Year Compensation (CFO)
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 436,279 | 542,360 | 567,898 |
| Stock Awards (grant-date FV) | 245,616 | 370,967 | 326,895 |
| Non-Equity Incentive (cash) | 405,272 | 348,999 | 456,652 |
| All Other Compensation | 87,206 | 125,147 | 124,999 |
| Total | 1,174,373 | 1,387,473 | 1,476,444 |