Patricia Natale
About Patricia M. Natale
Executive Vice President, General Counsel and Corporate Secretary of Independent Bank Corp. and Rockland Trust (appointed May 2023; Corporate Secretary since 2020). Age 59. BA in English from University of Massachusetts Boston and JD from University of Pennsylvania Law School. Oversees legal affairs, advises the Board and C-suite, and directs governance—core credentials in corporate law and public-company governance. Company performance during her tenure: 2024 TSR value of $90.53 on a $100 base (vs. $96.65 in 2023), Net Income $192.1M (vs. $239.5M in 2023), and ROATCE 9.89% (vs. 12.78% in 2023). The Company’s executive pay program emphasizes Operating EPS, ROA/ROE, charge-offs, efficiency ratio, and peer-relative ROATCE for equity, supporting pay-for-performance alignment.
Company Performance Snapshot
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| TSR value of $100 investment | $96.65 | $90.53 |
| Net Income ($USD) | $239,502,000 | $192,081,000 |
| ROATCE (%) | 12.78% | 9.89% |
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | $124,609,000* | $128,014,000* |
| Note | Values retrieved from S&P Global | Values retrieved from S&P Global |
* Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Independent Bank Corp. / Rockland Trust | Deputy General Counsel | Nov 2016–May 2023 | Senior legal leadership; supported executive team and Board; elevated to Corporate Secretary responsibilities (from 2020) |
| Independent Bank Corp. / Rockland Trust | Corporate Secretary | 2020–present | Directed board matters and governance across Company and subsidiaries |
| Bingham, Dana & Gould LLP | Corporate & transactional attorney | Early career | Foundation in corporate transactions and public-company advisory |
| Two public companies (unnamed) | Senior legal team roles | Pre-2016 | Public-company legal experience; readiness for GC role |
External Roles
| Organization | Position | Years | Focus/Impact |
|---|---|---|---|
| Rockland Trust Charitable Foundation | Director | Current | Community impact and philanthropy governance |
| ABA General Counsel Peer Group; MBCA General Counsel Peer Group | Member | Current | Executive legal leadership benchmarking |
| Association of Corporate Counsel (Boston chapter) | Participant | Current | Corporate counsel best practices |
| ABA; Massachusetts Bar Assoc.; Boston Bar Assoc. | Member | Current | Professional standards and network |
| Rockland Trust Pride LGBTQ+ ERG | Executive Sponsor | Current | Inclusion and culture leadership |
Fixed Compensation
- 2024 base salary: $401,723; Board approved a 7% base salary market increase for 2024 to align with peers and tenure .
- Perquisites and benefits (2024): Company car $15,031; 401(k) employer contribution $30,441; Restoration Plan contribution $18,522; dividends on restricted stock $7,185 .
| Component | 2024 ($USD) |
|---|---|
| Base Salary | $401,723 |
| Perquisites (Company car) | $15,031 |
| 401(k) Employer Contribution | $30,441 |
| Restoration Plan Contribution | $18,522 |
| Dividends on Restricted Stock | $7,185 |
| All Other Compensation | $71,179 |
Performance Compensation
- Annual cash incentive plan: Target bonus 45% of base salary; Bank Performance Factor 81% (based on Operating EPS, ROA/ROE, charge-offs, efficiency ratio vs peers); actual 2024 bonus paid $208,675. Based on the formula, implied individual performance factor ≈1.42x given base salary and Bank Performance Factor, indicating strong individual performance contribution. Operating EPS target $4.82 vs. actual $4.55.
| Element | Metric/Detail | 2024 Target | 2024 Actual | Payout/Result |
|---|---|---|---|---|
| Annual Cash Incentive | Target bonus % of base | 45% | — | — |
| Annual Cash Incentive | Operating EPS (non-GAAP) | $4.82 | $4.55 | Factor driver |
| Annual Cash Incentive | Bank Performance Factor | — | 81% | Applied to all NEOs |
| Annual Cash Incentive | Individual Performance Factor | — | Implied ≈1.42x (calc. from plan inputs and actual payout) | Drives individual payout |
| Annual Cash Incentive | Bonus paid ($USD) | — | $208,675 | Paid |
| Equity – PSUs | ROATCE vs peer (3-year) & TBV guardrail | Threshold 550; Target 1,100; Max 2,200 sh. | Ongoing | Vests based on 2024–2026 ROATCE and TBV condition |
| Equity – RSUs | Time-based vesting | 1,650 sh. | Ongoing | 3-year ratable vest (granted 2/22/2024) |
| Equity – Grant Fair Value | Per share grant-date value | $52.73 | — | Used for ASC 718 valuation |
Performance equity design: PSUs vest at 0/25/50/100% at <25th/25th/50th/≥75th peer ROATCE percentile, subject to tangible book value exceeding start-of-period TBV at 12/31/2026; RSUs vest ratably over 3 years.
Equity Ownership & Alignment
- Beneficial ownership: 6,448 shares (<1%). Executives must hold stock equal to 1× base salary; all executives (including Ms. Natale) currently satisfy guidelines. Anti-hedging and anti-pledging policy in place; pledging requires prior approval; hedging prohibited. No stock options outstanding.
| Ownership Detail | Amount |
|---|---|
| Beneficially owned shares | 6,448 |
| Ownership vs guidelines | Meets 1× base salary requirement (company-wide compliance) |
| Shares pledged | Prohibited absent approval; no pledges disclosed |
| Options (exercisable/unexercisable) | None (Company does not grant options to NEOs) |
Outstanding Awards and Vesting Schedules (as of 12/31/2024)
| Award Type | Shares Unvested | Market Value ($USD) | Vesting Schedule |
|---|---|---|---|
| RSU (2020 grant) | 160 | $10,270 | Even over 5 years from 2/27/2020; remaining vested 2/27/2025 |
| RSU (2021 grant) | 360 | $23,108 | Even over 5 years from 2/18/2021; 50% vested 2/18/2025; balance vests 2/18/2026 |
| RSU (2022 grant) | 510 | $32,737 | Even over 5 years from 2/17/2022; 33% vested 2/17/2025; balance vests 2/17/2026 & 2/17/2027 |
| RSU (2023 grant) | 666 | $42,751 | Even over 3 years from 2/16/2023; 50% vested 2/16/2025; balance 2/16/2026 |
| RSU (2024 grant) | 1,650 | $105,914 | Even over 3 years from 2/22/2024; 33% vested 2/22/2025; balance 2/22/2026 & 2/22/2027 |
| PSU (2024–2026 performance period; max) | 2,200 | $141,218 | ROATCE vs peer; vests post-certification after 12/31/2026; TBV guardrail applies |
- 2024 vesting/realization: Stock awards vested (value realized) $51,208; no option exercises.
Employment Terms
- Plan participation: Ms. Natale is covered by the Key Executive Severance Plan and Key Executive Change in Control Severance Plan (no individual employment agreement).
- Severance Plan (non-CIC, “Qualifying Termination”): 12 months of base salary continuation; lump-sum equal to 12 months’ health and life insurance cost; customary accrued obligations; restrictive covenants (non-compete, non-solicit) required.
- CIC Severance Plan (double-trigger: termination within 2 years post-CIC): Accrued obligations; prorated annual bonus; 2× (base salary + higher of 3-year average bonus or target bonus); 24 months of benefits cost; 12 months outplacement; “best-net” 280G cutback.
- Equity acceleration: All grants under 2005/2023 plans fully vest upon a change in control (single-trigger for equity awards).
Potential Benefits (as of 12/31/2024)
| Scenario | Severance ($) | Equity Acceleration ($) | Medical Benefits ($) | 280G Cutback ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without cause or resignation for good reason | $408,926 | $117,147 | $15,595 | — | $541,668 |
| Termination without cause or resignation for good reason following a change in control | $1,185,885 | $355,998 | $61,948 | $(225,866) | $1,377,965 |
- Clawback policy: Adopted October 2023; 3-year lookback for restatements; applies regardless of misconduct.
- Tax gross-ups: Eliminated from executive compensation program in 2023.
- Nonqualified plans: Restoration Plan participation with $18,522 Company contribution in 2024; no NQDC contributions reported.
Compensation Structure Analysis
- Cash vs. equity mix: 2024 total comp $826,571, with salary $401,723, bonus $208,675, stock awards $144,994—balanced mix with material at-risk components.
- Shift in metrics: Scorecard updated in 2024 to replace nonperforming asset metric with operating efficiency ratio, emphasizing operating discipline alongside credit quality.
- Performance equity emphasis: In 2024, NEO equity awards averaged 57% PSUs and 43% RSUs, maintaining a strong performance linkage (Company average).
- Peer benchmarking: Compensation aligned using a Northeast/Mid-Atlantic regional bank peer set (unchanged for 2024/2025), with Mercer and Korn Ferry supporting market analyses.
Say‑on‑Pay & Shareholder Feedback
- 2024 say-on-pay approval: 94.36% of votes cast supported NEO compensation.
Risk Indicators & Red Flags
- Anti-hedging/anti-pledging policy in effect; pledging requires prior approval; hedging prohibited—reduces misalignment risk.
- No related-party transactions disclosed involving Ms. Natale; 2024 related-party item involved a lease with a subsidiary of a director’s company (not Natale).
- Section 16 compliance: Filings timely in 2024.
Expertise & Qualifications
- Education: BA (UMass Boston); JD (UPenn Law).
- Credentials: Public-company legal leadership; Board governance; corporate transactional experience; active professional memberships; ERG executive sponsorship.
Work History & Career Trajectory
- Progression from law firm to public-company legal teams, then Deputy GC (2016) to GC/Corporate Secretary (2023), increasing scope from legal operations to enterprise governance advisory.
Equity Ownership & Alignment – Additional Detail
| Guideline | Requirement | Status |
|---|---|---|
| Executive stock ownership | 1× base salary (value) | Met; all executive officers compliant |
| Hedging/pledging | Prohibited (pledging needs approval) | Policy enforced |
Investment Implications
- Alignment: Strong performance linkage via PSUs tied to peer-relative ROATCE and annual cash incentives driven by Operating EPS and peer comparisons; clawback enhances accountability.
- Retention risk and selling pressure: Layered vesting across 2025–2027 (RSUs) plus PSU outcomes in 2026 create scheduled share releases, but hedging/pledging prohibitions mitigate misalignment; monitor Form 4s around vest dates for potential supply.
- Change-of-control economics: Double-trigger CIC cash severance (2× base+bonus) and single-trigger equity acceleration could incentivize transaction neutrality while securing executive retention; no tax gross-ups and “best-net” cutback reduce shareholder-unfriendly features.
- Governance sentiment: High say-on-pay support (94.36%) signals shareholder comfort with pay design; continued focus on efficiency metrics may bolster ROATCE and TSR if execution improves.