Thomas Venables
About Thomas R. Venables
Thomas R. Venables (age 70) has served as an Independent Director of Independent Bank Corp. (Rockland Trust) since 2009. A career bank operator and former CEO, he previously led Benjamin Franklin Bancorp, co‑founded Lighthouse Bank, and spent over two decades at Grove Bank, culminating as President & CEO; he currently chairs INDB’s Risk Committee and serves on the Executive Committee, bringing deep credit, risk, and community banking expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Benjamin Franklin Bancorp, Inc. / Benjamin Franklin Bank | President, CEO and Director | 2002–2009 | Led bank until merger into INDB (2009) |
| Lighthouse Bank (Waltham, MA) | Co‑founder, President, CEO and Director | 1999–prior to 2002 | De novo leadership experience |
| Marsh & McLennan Capital, Inc. | Banking Consultant | 1998–1999 | Advisory/banking expertise |
| Grove Bank (Newton, MA) | Various roles; President, CEO and Director (final 11 years) | 1974–1997 | Long-tenured commercial/community banking leadership |
External Roles
- No current directorships on other publicly traded companies are disclosed for INDB directors (board-wide statement) .
Board Governance
- Committee assignments: Chair, Risk; Member, Executive .
- Independence: Independent director under Nasdaq and INDB Governance Principles (only Tengel, Nadeau, and O’Day are non-independent) .
- Attendance: All directors attended at least 75% of board/committee meetings in 2024; all directors attended the 2024 annual meeting .
- Meeting cadence: 2024 meetings — Board: 14; Executive: 2; Risk: 6 .
- Board leadership and oversight: Independent Chair (Donna Abelli); independent directors meet in executive session at each regularly scheduled board meeting; board oversees ERM using “three lines of defense,” with Risk Committee oversight .
- Mandatory retirement policy: Directors retire at age 72 .
Fixed Compensation (Director)
| Component | Detail | 2024 Amount (Venables) |
|---|---|---|
| Annual cash retainers and committee fees | Director pay is cash retainer plus committee chair/member retainers; structure benchmarked vs peers | $87,000 (Fees Earned or Paid in Cash) |
| 2024 board cash fee schedule (reference) | Directors $65,000; Chair retainer $105,000; Chair retainers: Audit $17k, Comp $17k, Risk $17k, Nominating $10.5k, Trust $10.5k; Committee member retainers: Audit $9k, Comp $13k, Executive $5k, Nominating $6.5k, Risk $9k, Trust $6.5k | — |
| Deferred compensation election | Director Deferred Compensation Program available; no non‑employee directors deferred 2024 cash retainers | — |
Performance Compensation (Director)
| Equity Element | Terms | 2024 Grant (Director Program) |
|---|---|---|
| Restricted stock (time-based) | Grants under 2018 Non‑Employee Director Stock Plan; immediate vesting upon grant | 1,134 shares granted to each non‑employee director in May 2024 (immediately vested) |
| Options | Permitted by plan but none granted to directors in 2024; as of 12/31/2024 no non‑employee director held unvested RSAs or options | |
| Reported equity value (Venables) | ASC 718 grant-date fair value | $60,028 (Stock Awards) |
| Total 2024 director compensation (Venables) | Cash + Stock | $147,028 (Cash $87,000; Stock $60,028) |
Equity performance metrics: Not applicable to directors; director equity grants vest immediately, with no performance conditions .
Other Directorships & Interlocks
- Public board interlocks: None; INDB discloses no director serves on other public company boards .
- Compensation Committee interlocks: None reported in 2024; no insider participation .
Expertise & Qualifications
- Independent bank leadership (CEO), de novo bank creation (Lighthouse), and extensive credit/risk management background; the board cites his “mature business judgment,” objectivity, community familiarity, and prior service as a bank executive and director as qualifications .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Thomas R. Venables | 21,024 | <1% | As of 12/31/2024; “less than one percent” for individuals below 1% threshold |
| Director equity status at 12/31/2024 | — | — | No outstanding unvested restricted stock or stock options for non‑employee directors |
- Director stock ownership guidelines: 5x annual cash retainer; directors have 5 years to comply; all directors currently satisfy guidelines .
- Anti‑hedging/anti‑pledging: Directors prohibited from hedging; pledging/margining prohibited without prior approval; overarching insider trading controls apply .
- Pledging disclosure: No pledging disclosed for Venables in beneficial ownership table .
Related‑Party Exposure and Conflicts
- Company review notes no related‑party transactions >$120,000 since 1/1/2024, other than an arm’s‑length lease involving director O’Day’s affiliated entity; loans and customer relationships with directors are on market terms, pre‑approved, and none are nonperforming .
- Independence: Venables remains independent; O’Day expected to become non‑independent upon lease effectiveness; board otherwise majority independent .
Governance Assessment
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Strengths:
- Independent, long‑tenured bank operator serving as Risk Committee Chair; direct linkage to credit, capital, liquidity, and operational risk oversight .
- Solid engagement: board/committee attendance ≥75% in 2024; directors attended annual meeting .
- Alignment: meaningful personal share ownership; director equity awards in stock; robust anti‑hedging/pledging policy; all directors meet ownership guidelines .
- Shareholder sentiment supportive: 2024 say‑on‑pay approval 94.36% (indicator of overall compensation governance credibility) .
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Watch items:
- Age‑based turnover risk: board retirement at 72; Venables is 70, implying near‑term succession/committee leadership planning considerations .
- Overall board independence impacted by O’Day’s lease (non‑independent upon effectiveness), though board remains majority independent; not specific to Venables but relevant to committee compositions over time .