Susan Perry O’Day
About Susan Perry O’Day
Susan Perry O’Day, 65, has served on Independent Bank Corp.’s (INDB) Board since 2021. She is a former CEO of A.W. Perry Inc. (2020–2024) and previously served over 12 years as EVP & Chief Information Officer at The Walt Disney Company, bringing deep IT systems, infrastructure, and cybersecurity expertise; earlier roles include senior leadership positions at Bristol-Myers Squibb and CSX Transportation . She currently serves on INDB’s Executive and Risk Committees, and—due to a lease between Rockland Trust and a subsidiary of A.W. Perry—she is not considered independent under Nasdaq rules as of the 2025 proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| A.W. Perry Inc. | CEO; President, A.W. Perry Management Corp.; President, A.W. Perry Security Corp. | 2020–2024 | Led a Boston-based real estate investment/services firm, adding real estate and operating oversight to board skill set . |
| The Walt Disney Company | EVP & Chief Information Officer | “Over 12 years” (prior to Oct-2020) | Directed IT systems, infrastructure, and cybersecurity—critical to bank risk oversight and digital operations . |
| Bristol-Myers Squibb | Senior leadership roles | Not disclosed | Large-cap operating experience . |
| CSX Transportation | Senior leadership roles | Not disclosed | Operations/technology exposure . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| A.W. Perry Inc. | Director; Shareholder | Current | Board member; related-party lease with Rockland Trust (see Governance) . |
| Miss Hall’s School | Trustee | Current | Education non-profit governance . |
| Columbia Realty Trust | Trustee | Current | Real estate oversight . |
| Brio Condominium Trust | Trustee | Current | Real estate governance . |
| Special Olympics USA Games 2022 | Director; Executive Committee | Prior | Community engagement . |
| Perry South Shore Development, LLC | Manager | Current | Private real estate entity . |
| MEEM, LLC | Advisor | Current | Advisory role . |
Board Governance
- Committee assignments (2024): Executive Committee (member); Risk Committee (member). Risk Committee held 6 meetings; Executive held 2; all directors attended at least 75% of their board/committee meetings .
- Years of service: Director since 2021 .
- Annual meeting attendance: All directors then serving attended the prior annual shareholder meeting .
- Independence: Not considered “independent” under Nasdaq rules; in Feb-2025 Rockland Trust entered into an arm’s-length lease with a wholly-owned subsidiary of A.W. Perry. Upon lease effectiveness (expected Spring 2025), Ms. O’Day is not deemed independent under Nasdaq rules; the 2025 proxy classifies her as not independent .
- Executive sessions: Independent non-employee directors meet in executive session during each regularly scheduled board meeting .
- Board activity: In 2024, the boards of INDB and Rockland Trust held 14 concurrent meetings .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| 2024 Fees Earned in Cash | $79,000 | Individual cash compensation for Ms. O’Day . |
| 2024 Equity (grant-date fair value) | $60,028 | Director stock award value (see Performance Compensation) . |
| 2024 Total | $139,028 | Sum of cash and equity . |
Director retainer structure (Board-wide):
- 2024 annual cash retainers: Chair $105,000; Directors $65,000; Committee chairs: Audit $17,000; Compensation $17,000; Executive $17,000; Risk $17,000; Nominating $10,500; Trust $10,500; Committee member retainers: Audit $9,000; Compensation $13,000; Executive $5,000; Risk $9,000; Nominating $6,500; Trust $6,500 .
- 2025 changes: Chair retainer increased to $122,000; Executive Committee chair fee eliminated/rolled into Chair retainer; other retainers unchanged .
- Director Deferred Compensation Program: No non-employee directors deferred cash compensation in 2024 .
Performance Compensation (Director)
| Grant Type | Grant Date | Shares/Units | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|
| Restricted Stock Award | May 2024 (3rd business day post-ASM) | 1,134 | Vests immediately | $60,028 . |
Additional program terms:
- Director equity plan (2018): Annual grant may be up to 1,500 restricted shares (immediate vest) and/or up to 3,000 non-statutory options (immediately exercisable), at Compensation Committee discretion .
- Options: None granted to directors in 2024; no outstanding unvested director stock awards or options as of Dec 31, 2024 .
- Performance metrics: Director equity awards are not performance-conditioned (immediate-vesting RSAs for 2024) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public-company boards | None. The proxy states no directors serve on other publicly traded company boards . |
| Interlocks / Related exposure | Rockland Trust entered a lease (Feb-2025) on an arm’s-length basis with a wholly-owned subsidiary of A.W. Perry, where Ms. O’Day is a director and shareholder; effectiveness expected Spring 2025; triggers non-independence under Nasdaq rules . |
| Related-party policy | Rockland Trust Board policy requires related-party transactions to be on terms comparable to unrelated third parties and pre-approved; oversight by General Counsel and Regulation O officer . |
| Other >$120k related-party transactions since 1/1/2024 | None, other than the A.W. Perry lease described above . |
Expertise & Qualifications
- Technology and Cybersecurity: Former Disney CIO overseeing enterprise IT systems and cyber risk—valuable for bank technology oversight and risk/compliance .
- Real Estate and Operations: Former CEO of A.W. Perry; multiple real estate trustee roles—useful for branch network, facilities, and collateral/valuation perspectives .
- Board Committee Fit: Currently serves on Risk and Executive Committees; Board notes her IT/cybersecurity depth as a qualification .
Equity Ownership
| Measure | Detail |
|---|---|
| Total beneficial ownership | 104,829 shares (includes 191 shares held by an estate where she is executor and 100,000 shares held in the name of A.W. Perry Inc., where she is a board member) . |
| Ownership % of class | Less than 1% . |
| Vested vs. unvested (director awards) | No outstanding unvested restricted stock or options for any non-employee director at 12/31/2024 . |
| Hedging/Pledging | Hedging prohibited; directors/executives may not pledge or hold in margin without prior permission per Insider Trading Policy . |
| Director stock ownership guideline | Minimum ownership equal to 5x annual cash retainer; directors have five years to comply; all directors currently satisfy guidelines . |
Governance Assessment
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Strengths
- Deep IT and cybersecurity experience from Disney; credible oversight for technology, cyber, and operational resilience on the Risk Committee .
- Strong equity alignment via immediate annual stock awards and compliance with 5x retainer ownership guideline; anti-hedging/pledging policy enhances alignment .
- Board-level governance processes include executive sessions each regular meeting and robust related-party transaction policy with pre-approval and arm’s-length requirements .
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Concerns / Watch Items
- RED FLAG: Loss of director independence tied to Rockland Trust’s lease with a subsidiary of A.W. Perry where Ms. O’Day is a director/shareholder; while disclosed as arm’s length and subject to policy oversight, the continuing business relationship can increase perceived conflicts, particularly given her Risk Committee role .
- Concentrated indirect exposure: 100,000 INDB shares are held by A.W. Perry Inc. and included in her beneficial ownership—investors should monitor any future transactions between INDB/Rockland Trust and A.W. Perry .
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Additional context
- Attendance: She met the 75% minimum meeting attendance threshold; all directors attended the prior annual meeting .
- Board compensation structure: Balanced cash/equity mix; 2025 chair retainer increased but standard director retainer unchanged; no 2024 director deferrals .
Notes and Sources
- Director biography, roles, and committees: .
- Committee membership table and 2024 meeting counts; attendance policy/results; board meetings: .
- Independence determination and related-party lease with A.W. Perry: .
- Executive sessions and risk oversight structure: .
- Director compensation structure and 2025 updates; deferred comp participation: .
- 2024 Director compensation (per-director): .
- Director equity program and 2024 grants: .
- Beneficial ownership table and footnotes: .
- Anti-hedging/pledging policy: .