Scott Smith
About Scott K. Smith
Scott K. Smith (age 59) is an independent director of Independent Bank Corp. and Rockland Trust, serving since 2019. He is President and CEO of The SC Group, a firm providing services to philanthropic organizations; he previously held senior leadership roles in the philanthropic sector and is a graduate of Salisbury University . He currently serves on the Trust Committee of Rockland Trust’s Board and is considered independent under Nasdaq and company Governance Principles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Hills Bancorp, Inc. / Blue Hills Bank | Director; Audit Committee member; Compensation Committee Chair | Until April 2019 merger into INDB | Audit oversight; compensation leadership pre-merger |
| Philanthropic sector (various organizations) | CEO, Executive Director, VP Operations | 30+ years | Strategic planning, program development, fundraising |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The SC Group | President & CEO | Since 2013 | Strategic planning, board development, ED searches, fundraising |
| Civic/Community | Board Chair, member, co-chair | Various | Thomas M. Menino YMCA (past Chair), Lt. Governor’s Interagency Council, Mayor’s Commission on Homelessness, Hyde Park 150th Anniversary (Co-Chair), Consalvo for Boston (Chair) |
Board Governance
- Committee assignments: Trust Committee member; not a chair .
- Independence: Independent; only non-independent directors are the CEO (Tengel), President of Rockland Trust (Nadeau), and Susan Perry O’Day (due to a lease transaction); all others, including Smith, are independent .
- Attendance: All directors attended at least 75% of Board and committee meetings in 2024; all directors attended last year’s annual meeting .
- Executive sessions: Independent non-employee directors meet in executive session at each regularly scheduled Board meeting .
- Committee activity: Trust Committee held 4 meetings in 2024; overall Board held 14 concurrent meetings of INDB and Rockland Trust .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Director annual cash retainer | $65,000 | Standard non-employee director retainer |
| Trust Committee membership retainer | $6,500 | Standard committee member fee |
| Total fees earned in cash | $71,500 | Actual 2024 cash compensation for Smith |
Performance Compensation
| Equity Element | Grant details | Vesting | Grant Date Fair Value |
|---|---|---|---|
| Restricted stock (annual director grant) | 1,134 shares (May 2024) | Vests immediately upon grant | $60,028 (ASC 718) |
- Equity plan allows restricted stock and/or options at the Compensation Committee’s discretion; in May 2024 directors received restricted stock only; no option awards for Smith .
- Director stock ownership guidelines: Minimum holding equal to 5x annual cash retainer; all directors meet guidelines as of the proxy date .
Other Directorships & Interlocks
| Company | Public Company? | Role | Interlocks/Conflicts |
|---|---|---|---|
| None (current) | N/A | N/A | No current public company board memberships for any directors; minimizes interlocks risk |
| Blue Hills Bancorp, Inc. (prior) | Yes (prior) | Director; Audit Committee; Compensation Chair | Concluded April 2019 upon merger into INDB |
Expertise & Qualifications
- Philanthropic sector executive leadership; board development, strategy, fundraising .
- Prior bank board experience (Blue Hills Bancorp) including audit and compensation leadership .
- Community engagement across multiple civic bodies provides local market insight aligned with Rockland Trust’s footprint .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (Dec 31, 2024) | 5,070 shares |
| Shares outstanding (record date) | 42,610,271 shares (Mar 21, 2025) |
| Ownership as % of outstanding | ~0.012% (5,070 / 42,610,271) |
| Options (exercisable/unexercisable) | None; only Hogan and Lentz have 5,000 vested options |
| Vested vs. unvested | No outstanding unvested director awards at 12/31/2024; annual director RSUs vested immediately |
| Hedging/pledging | Prohibited for directors (anti-hedging and anti-pledging policy; pledging requires prior permission) |
Governance Assessment
- Strengths: Independent status; documented attendance; narrow external public-board exposure reduces interlocks risk; meets director stock ownership guidelines; anti-hedging/anti-pledging policy enhances alignment .
- Compensation alignment: Balanced cash/equity mix for directors; equity grants vest immediately but ownership guidelines drive sustained exposure to stock performance .
- Committee footprint: Service limited to Trust Committee; not on Audit/Risk/Compensation, which modestly reduces direct influence over core governance levers (audit, risk, pay) relative to peers on those committees .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Smith; Company notes only a lease with a subsidiary of A.W. Perry (affecting director O’Day), reviewed as arm’s length .
- Shareholder sentiment: Say-on-pay support at 94.36% in prior year indicates broad investor confidence in compensation governance, indirectly supportive of overall board oversight quality .
RED FLAGS: None disclosed specific to Smith (no related-party transactions, no hedging/pledging, adequate attendance) . Potential watchpoint: limited committee scope beyond Trust may constrain influence over enterprise risk and audit oversight .