8-K2/20/2025INDEPENDENT BANK CORP.Massachusetts1-9047781878-61000000776901false00007769012025-02-202025-02-200000776901dei:MailingAddressMember2025-02-202025-02-20

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15 (d) of
The Securities and Exchange Act of 1934

DATE OF REPORT:
February 20, 2025
(Date of Earliest Event Reported)

Massachusetts
(State or Other Jurisdiction of Incorporation)
1-904704-2870273
(Commission File Number)(I.R.S. Employer identification No.)
INDEPENDENT BANK CORP.
Office Address:2036 Washington Street,Hanover,Massachusetts02339
Mailing Address:288 Union Street,Rockland,Massachusetts02370
(Address of principal executive offices, including zip code)

NOT APPLICABLE
(Former Address of Principal Executive Offices)

(781)-878-6100
(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each ClassTrading SymbolName of each exchange on which registered
Common Stock, $0.01 par value per shareINDBNASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17CFR 230.405)) or Rule 12b-2 of the Exchange Act (17CFR 240.12b-2).
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐



ITEM 5.02DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN OFFICERS

On February 20, 2025, the Board of Directors (the “Board”) of Independent Bank Corp. (the “Company”) appointed Leif O’Leary, Dawn Perry, and Aparna Ramesh (collectively, the “New Directors”) as members of the Board of Directors of the Company (the “Board”), effective April 1, 2025. Ms. Perry was appointed as a Class I member of the Board with a term expiring at the Company’s 2027 annual shareholder meeting. Mr. O’Leary and Ms. Ramesh were each appointed as Class III members of the Board with terms expiring at the Company’s 2026 annual shareholder meeting. In addition, the New Directors were each appointed to the Board of Directors of Rockland Trust Company (the “Bank” and such board, the “Bank Board”). In connection with the appointment of the New Directors, the size of the Board and the Bank Board was increased from twelve to fifteen; the number of Class I Directors of the Board was increased from four to five; and the number of Class III Directors of the Board was increased from three to five.

None of the New Directors have been appointed to serve on a Board committee at this time, and the committees to which they may be appointed at a later date have not yet been determined.

The Board has determined that each of the New Directors is “independent” within the meaning of both the Nasdaq rules and the Company’s Governance Principles.

There is no arrangement or understanding between any of the New Directors and any other person pursuant to which the New Directors were selected as directors. None of the New Directors have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

The New Directors will receive compensation for their service as directors in accordance with the policies and procedures previously approved by the Board for non-employee directors of the Company, as more fully described in the Company’s Proxy Statement on Schedule 14A relating to the 2024 annual shareholder meeting under the heading “Director Compensation” (and such description is incorporated herein by reference). The annual non-employee director cash retainer for the New Directors will be prorated for 2025 to reflect the effective date of their appointment.

A copy of the press release of the Company announcing the appointment of the New Directors, which includes their respective biographical information, is filed as Exhibit 99.1 hereto and incorporated herein by reference.

ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS

d. The following exhibits are included with this Report:
Exhibit Index
Exhibit #Exhibit Description
99.1
104Cover page interactive data file (formatted as inline XBRL and contained in Exhibit 101).






SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned and hereunto duly authorized.
INDEPENDENT BANK CORP.
Date:February 24, 2025By:/s/ Patricia M. Natale
PATRICIA M. NATALE
GENERAL COUNSEL






















Exhibit 99.1

image.jpg image1.jpg

Media Contact
Emily McDonald
Rockland Trust
Emily.McDonald@RocklandTrust.com
781-982-6650

Independent Bank Corp. and Rockland Trust Company Expands Board of Directors with Three Accomplished Leaders

Rockland, Massachusetts (February 24, 2025) - Independent Bank Corp. (Nasdaq Global Select Market: INDB), parent of Rockland Trust Company, announces the appointment of Leif O’Leary, Dawn Perry, and Aparna Ramesh to its Board of Directors effective April 1, 2025. Their demonstrated expertise in technology-driven innovation, legal oversight, and financial stewardship will further enhance the Bank’s strong commitment to sound governance and long-term growth.

“We are pleased to welcome these three exceptional leaders to our Board,” said Donna L. Abelli, Chair of both the Independent and Rockland Trust Board of Directors. “Leif, Dawn, and Aparna each bring a unique perspective that we believe will further strengthen the trust that is central to each Rockland Trust relationship. Their wealth of experience will be invaluable as the Bank continues to grow and reinforce its commitment to the people and communities it serves.”

leif-1000.jpg
Leif O’Leary is a technology and innovation leader with over 30 years of experience driving digital transformation. His background in software and technology will support Rockland Trust’s ongoing efforts to enhance customer experience and operational efficiency. O’Leary currently serves as the Chief Executive Officer of Alegeus Technologies, a company that develops benefit and payment solutions for the industry’s leading health plans. Prior to joining Alegeus, Leif was the Chief Executive Officer of Intralinks, a financial technology provider for banking and capital markets. O’Leary attained his bachelor’s degree in political science and marketing from Boston College. He currently serves on the board of TeamSnap, a software company that develops and operates a digital platform to manage and organize sports organizations and teams. As a longtime resident of the South Shore, Leif is thrilled to support the success of Rockland Trust and its positive impact on the community.



board-apptxprxheadshotsxpea.jpg
Dawn Perry is a seasoned attorney and risk advisor. With deep expertise in regulatory compliance and retail services, she brings valuable insight into navigating today’s evolving regulatory and risk environment. Perry currently serves as Senior Vice President and Chief Risk and Audit Officer, as well as Senior Counsel, at Blue Cross and Blue Shield of Massachusetts (BCBS). In this role, she is responsible for strategic enterprise risk management and internal audit. Before her tenure at BCBS, she was Vice President of Business and Regulatory Law at Retail Business Services, a subsidiary of Ahold Delhaize. Perry earned her bachelor’s degree in English from the University of Massachusetts at Amherst and her Master of Business Administration and Juris Doctor from Suffolk University.

board-apptxprxheadshotsxraa.jpg
Aparna Ramesh is an accomplished Chief Financial Officer with broad experience in the private and public sectors. Her financial expertise and economic insight will help guide the Bank’s continued focus on sustainable performance and fiscal responsibility. She currently serves as the Executive Vice President, Chief Financial Officer, and Treasurer of the Federal Agricultural Mortgage Corporation. Previously, Aparna was the Senior Vice President and Chief Financial Officer at the Federal Reserve Bank of Boston and served as the Chief Administrative Officer of FedNow. She holds master’s degrees from the Birla Institute of Technology in India, a master’s degree in finance from the Rochester Institute of Technology, and a Master of Business Administration from the MIT Sloan School of Management. Aparna is also an Aspen Institute Finance Fellow.


These appointments reinforce Rockland Trust’s dedication to maintaining a strong Board that upholds the highest standards of governance and accountability.

About INDB and Rockland Trust

Independent Bank Corp. (NASDAQ Global Select Market: INDB) is the holding company for Rockland Trust Company, a full-service commercial bank headquartered in Massachusetts. With retail branches in Eastern Massachusetts and Worcester County as well as commercial banking and investment management offices in Massachusetts and Rhode Island, Rockland Trust offers a wide range of banking, investment, and insurance services to individuals, families, and businesses. The Bank also offers a full suite of mobile, online, and telephone banking services. Rockland Trust is an FDIC member and an Equal Housing Lender.

Forward Looking Statements

This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by such forward-looking terminology as “expect,” “achieve,” “plan,” “believe,” “future,” “positioned,” “continued,” “will,” “would,” “potential,” or similar statements or variations of such terms. Actual results may differ from those contemplated by these forward-looking statements. Independent Bank Corp. (the “Company”) wishes to caution readers not to place undue reliance


on any forward-looking statements as the Company’s business and its forward-looking statements involve substantial known and unknown risks and uncertainties described in the Company’s Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q (“Risk Factors”). Except as required by law, the Company disclaims any intent or obligation to update publicly any such forward-looking statements, whether in response to new information, future events or otherwise. Any public statements or disclosures by the Company following this release which modify or impact any of the forward-looking statements contained in this release will be deemed to modify or supersede such statements in this release. In addition to the information set forth in this press release, you should carefully consider the Risk Factors.

Category: All Releases




v3.25.0.1
DEI Document
Feb. 20, 2025
Entity Information [Line Items]  
Entity Emerging Growth Company false
Title of 12(b) Security Common Stock, $0.01 par value per share
Entity File Number 1-9047
Entity Registrant Name INDEPENDENT BANK CORP.
Document Type 8-K
Document Period End Date Feb. 20, 2025
Entity Incorporation, State or Country Code MA
Entity Tax Identification Number 04-2870273
City Area Code 781
Entity Address, Address Line One 2036 Washington Street,
Entity Address, City or Town Hanover,
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02339
Trading Symbol INDB
Security Exchange Name NASDAQ
Local Phone Number 878-6100
Entity Central Index Key 0000776901
Amendment Flag false
Written Communications false
Soliciting Material false
Pre-commencement Issuer Tender Offer false
Pre-commencement Tender Offer false
Mailing Address [Member]  
Entity Information [Line Items]  
Entity Address, Address Line One 288 Union Street,
Entity Address, City or Town Rockland,
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02370
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