Michael Hogan
About Michael P. Hogan
Michael P. Hogan, age 65, has served as an independent director of Independent Bank Corp. (Rockland Trust) since 2017 (8 years of tenure as of the May 2025 meeting). He is a real estate developer with prior leadership roles at A.D. Makepeace (world’s largest cranberry grower/private landowner in eastern MA), MassDevelopment (MA’s economic development authority), and Agawam Development Company; he founded Erin Strategic Advisors in 2024. The Board and its Nominating Committee cite his mature business judgment, inquisitive and objective perspective, and deep community ties; he previously served as Mayor of Marlborough and on Ocean Spray’s Board (Audit Chair, Vice Chair) and currently serves on Old Colony YMCA’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| A.D. Makepeace Company | President & CEO | 2004–Oct 2019 | Led world’s largest cranberry grower; major landholder in eastern MA |
| MassDevelopment (MA Economic Development Authority) | President | 1997–2003 | Cabinet officer for two governors; statewide development leadership |
| Agawam Development Company (Redbrook) | President & CEO | Oct 2019–Dec 2021 | Oversaw sustainably designed mixed-use village development |
| City of Marlborough, MA | Mayor | Not disclosed | Civic executive leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ocean Spray | Director; Audit Chair; Vice Chair | 12 years (dates not disclosed) | Audit leadership; board vice-chairmanship |
| Old Colony YMCA | Director | Current | Community engagement in MA |
| Associated Industries of Massachusetts | Executive Board (prior) | Not disclosed | Business advocacy leadership |
| Erin Strategic Advisors | Founder | 2024–present | Strategic real estate, governance, and financial advisory to family businesses |
Board Governance
- Committee assignments: Compensation Committee (member), Executive Committee (member), Nominating & Corporate Governance Committee (member) .
- Independence: Independent under Nasdaq and company Governance Principles; 9 of 12 current directors are independent (non-independent: CEO Jeffrey Tengel, Rockland Trust President Gerard Nadeau, and Susan Perry O’Day) .
- Attendance: All directors attended at least 75% of Board/committee meetings on which they served in 2024; all directors attended the 2024 annual meeting .
- Committee activity levels (2024): Executive (2 mtgs), Audit (4), Compensation (5), Nominating (12), Risk (6), Trust (4). Independent Chair leads executive sessions at each regular Board meeting; committees may hold executive sessions without management .
- Anti-hedging/anti-pledging: Company policy prohibits hedging by directors and prohibits pledging or margin accounts without prior permission; Section 16 trades require pre-approval .
Fixed Compensation
| Component | Amount (2024) |
|---|---|
| Fees earned or paid in cash | $98,600 |
| Stock awards (grant-date fair value) | $60,028 |
| Total 2024 director compensation | $158,628 |
Director retainer schedule (context):
- Annual cash retainers (2024): Board Chair $105,000; Directors $65,000; Committee Chair retainers $10,500–$17,000; Committee member retainers $5,000–$13,000; incremental Nominating per-meeting fees apply above five meetings during formal director searches .
- Effective Jan 1, 2025: Board Chair $122,000; Director $65,000; Executive Chair retainer rolled into Chair of Board; other chair/member retainers unchanged .
Performance Compensation
| Equity Award Characteristics (Directors) | Detail |
|---|---|
| Annual equity grant (May 2024) | Restricted stock award of 1,134 shares; vests immediately upon grant |
| Options granted in 2024 | None; plan permits up to 3,000 options but none granted to directors in 2024 |
| Aggregate outstanding vested stock options (as of 12/31/2024) | 5,000 (Hogan) |
No performance metrics are used for director compensation; director equity awards are time-based and vest immediately per the 2018 Non-Employee Director Stock Plan .
Other Directorships & Interlocks
- Public company boards: None of the Company’s directors, including Hogan, serve on boards of other publicly traded companies (reduces interlock risks) .
- Compensation Committee interlocks: None; Hogan served on the Company’s Compensation Committee alongside Directors Abelli, Miskell, and O’Brien; no relationships requiring Item 404 disclosure and no cross-compensation committee interlocks with other issuers .
Expertise & Qualifications
- Real estate development and land management expertise; former state development authority executive (MassDevelopment) and municipal executive (Mayor); seasoned audit committee leader (Ocean Spray) and board vice chair; strong community involvement (Old Colony YMCA) .
- Board-designated qualifications: mature business judgment; inquisitive/objective perspective; deep familiarity with Rockland Trust’s communities .
Equity Ownership
| Ownership Detail (as of 12/31/2024) | Amount |
|---|---|
| Common shares beneficially owned | 11,028 (less than 1%) |
| Vested stock options outstanding | 5,000 |
| Unvested director RSAs/options outstanding | None (no outstanding unvested director awards at 12/31/2024) |
| Pledged shares | Not disclosed; company policy restricts pledging without prior permission |
| Director stock ownership guideline | ≥5x annual cash retainer; all directors currently satisfy guidelines |
Governance Assessment
- Board effectiveness: Hogan contributes relevant real estate, development, and governance expertise across Compensation, Executive, and Nominating committees; independence and consistent attendance support investor confidence .
- Alignment: Balanced cash/equity mix with immediate vesting RSAs; personal beneficial ownership and compliance with stock ownership guidelines enhance alignment. Vested options are modest (5,000) and no unvested director awards outstanding at year-end .
- Conflicts: No related-party transactions disclosed involving Hogan; robust related-party review and Regulation O oversight; noted 2025 O’Day lease arm’s-length transaction underscores oversight rigor. Anti-hedging/anti-pledging policy mitigates misalignment risk .
- Signals: Strong say-on-pay support (94.36%) reflects shareholder confidence in compensation governance and committee oversight (Hogan is a Compensation Committee member) .
RED FLAGS: None specific to Hogan disclosed. Monitor for any future real estate transactions involving entities with which Hogan is affiliated; current disclosures show no such related-party exposure .