ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
As previously announced, in connection with a thoughtful succession process, the
Board of Directors of Independent Bank Corp., a Massachusetts corporation
("Independent") (NASDAQ Global Select Market: INDB) appointed Jeffrey J. Tengel
as President and Chief Executive Officer of Independent, and as a member of the
Board of Directors (the "Board") of Independent, in each case, effective on or
about February 6, 2023 (the "CEO Succession Date") by votes of the Board taken
on January 6, 2023. Mr. Tengel was appointed as a Class I member of the Board,
effective as of the CEO Succession Date, with a term expiring at Independent's
2024 annual shareholder meeting.
Mr. Tengel will succeed Christopher Oddleifson, who notified the Board on
January 6, 2023 of his intention to step down as President and Chief Executive
Officer of Independent effective as of the CEO Succession Date. On the CEO
Succession Date, Mr. Oddleifson will transition into an executive advisory role
through July 8, 2023, upon which date he will retire as an employee from
Independent and thereafter serve as a consultant to Independent through December
31, 2023. Additionally, Mr. Oddleifson has informed the Board that he does not
intend to stand for reelection as a director of the Board or as a director of
Rockland Trust Company, a Massachusetts-chartered trust company and wholly-owned
subsidiary of Independent ("Rockland Trust") when his current terms expire at
Independent's 2023 annual shareholder meeting. The decision of Mr. Oddleifson to
step down is not related to any disagreement between Mr. Oddleifson and
Independent.
In connection with Mr. Tengel's appointment as a member of the Board, the Board
increased its size from fourteen members to fifteen members and increased the
number of Class I directors from four members to five members, effective as of
the CEO Succession Date.
Additionally, effective as of the CEO Succession Date, Mr. Tengel will replace
Mr. Oddleifson as Chief Executive Officer of Rockland Trust, and will also be
appointed as a member of the Rockland Trust Board of Directors.
About Jeffrey Tengel
Mr. Tengel, age 60, most recently served as Senior Executive Vice President,
Head of Commercial Specialty Banking for M&T Bank. Prior to M&T's recent
acquisition of People's United Financial, Mr. Tengel was President of People's
United where he was responsible for commercial banking, retail banking, and
wealth management. During his twelve years at People's United, Mr. Tengel grew
the commercial loan portfolio from $9 billion to $33 billion through a
combination of organic growth, acquisitions, new business initiatives, and new
products.
Mr. Tengel joined People's United in 2010 from PNC Bank where he worked
following PNC's acquisition of National City Bank. At National City, Mr. Tengel
served as Executive Vice President of Corporate Banking, managing the
specialized industry, capital markets, commercial real estate, equipment
finance, and private equity business lines.
Mr. Tengel currently serves on the Board of Trustees of Quinnipiac University.
Mr. Tengel received his Bachelor of Science degree in accounting from Marquette
University and his M.B.A. from the Weatherhead School of Management at Case
Western Reserve University.
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Employment Agreement with Jeffrey Tengel
In connection with Mr. Tengel's appointment as President and Chief Executive
Officer of Independent and Chief Executive Officer of Rockland Trust, on January
6, 2023, Independent, Rockland Trust and Mr. Tengel entered into an employment
agreement with respect to his employment commencing on the CEO Succession Date
(the "Tengel Employment Agreement"). Pursuant to the Tengel Employment
Agreement, Mr. Tengel will be eligible for the following compensation and
benefits: (i) an annual base salary of $1,000,000, (ii) an annual cash incentive
award with a target opportunity of 85% of his annual base salary, (iii) an
annual equity incentive award with a target grant date fair value of 100% of his
annual base salary, (iv) a one-time make-whole cash bonus in the amount of
$1,620,000, less any amounts paid to Mr. Tengel by M&T in respect of his 2022
annual bonus (subject to repayment upon certain terminations of employment), (v)
a one-time make-whole award of restricted shares with a grant date fair value of
$1,000,000, vesting 20% on each of the first five anniversaries of the CEO
Succession Date subject to his continued employment, (vi) relocation benefits up
to an aggregate maximum of $100,000 (subject to repayment upon certain
terminations of employment), and (vii) participation in health, welfare and
retirement benefit programs on the same basis as other senior executives.
If Mr. Tengel resigns his employment for "good reason" other than during the
24-month period following a "change in control" of Independent, he will be
eligible to receive 12 months (18 months if such termination occurs after the
first anniversary of the CEO Succession Date) of continued base salary and a
lump sum equal to the pre-tax cost to Rockland Trust of his participation in
certain benefit plans for 12 months (18 months if such termination occurs after
the first anniversary of the CEO Succession Date), less any portion already paid
on behalf of Mr. Tengel. If Mr. Tengel's employment is terminated by Independent
or Rockland Trust for any reason other than death, disability or for "cause"
other than during the 24-month period following a "change in control" of
Independent, provided that Mr. Tengel executes a severance agreement containing
a release of claims and a non-competition covenant consistent with that
contained in the Tengel Employment Agreement, he will be entitled to the same
severance payments described above.
The Tengel Employment Agreement also provides that if Mr. Tengel resigns his
employment for "good reason" during the 24-month period following a "change in
control" of Independent, he will be eligible to receive (i) an amount equal to
two times the sum of his base salary and the greatest of (x) the aggregate
amount of discretionary annual cash incentive payments made to him during the 12
months preceding the date of termination, (y) the aggregate amount of
discretionary annual cash incentive payments made to him during the 12 months
preceding the change in control, or (z) his target annual incentive award, (ii)
a lump sum equal to the pre-tax cost to Rockland Trust of his participation in
certain benefit plans for 36 months, less any portion already paid on behalf of
Mr. Tengel, and (iii) vesting of outstanding equity awards. If Mr. Tengel's
employment is terminated by Independent or Rockland Trust for any reason other
than death, disability or for "cause" during the 24-month period following a
"change in control" of Independent, provided that Mr. Tengel executes a
severance agreement as described above, he will be entitled to the severance
payments and benefits in the immediately preceding sentence.
The Tengel Employment Agreement contains perpetual confidentiality and
non-disparagement covenants and one year post-termination non-solicitation and
non-competition (other than following a termination without cause or due to a
layoff, except as may be agreed in a severance agreement) covenants.
The foregoing summary of the Tengel Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to such document, which
is filed as Exhibit 10.1 and is incorporated by reference.
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Succession and Consulting Services Agreement with Mr. Oddleifson
In connection with the succession and transition process, on January 10, 2023,
Mr. Oddleifson and Independent entered into a letter agreement (the "Succession
and Consulting Services Agreement") setting forth the terms of his service as an
executive advisor from the CEO Succession Date through July 8, 2023 (upon which
date he will retire as an employee of Independent, and his Second Amended and
Restated Employment Agreement, dated as of November 20, 2008 (the "Oddleifson
Employment Agreement"), will terminate) and thereafter, as a consultant to
Independent through December 31, 2023.
The Succession and Consulting Services Agreement provides that while Mr.
Oddleifson serves as executive advisor, he will continue to receive his current
rate of annual base salary and will continue to be eligible to participate in
employee benefit plans on terms no less favorable that as apply to other senior
executives. With respect to Independent's 2022 performance year, Mr. Oddleifson
will receive an annual cash incentive award based on actual performance in
accordance with the terms of the Executive Incentive Plan Scorecard. Upon his
retirement from employment, Mr. Oddleifson's outstanding restricted stock awards
will vest (or continue to be eligible to vest, in the case of performance-based
awards) on a pro rata basis in accordance with the terms of the award agreements
applicable upon retirement. Mr. Oddleifson will not be entitled to an annual
cash incentive award in respect of Independent's 2023 performance year or
granted equity awards in 2023 or with respect to his service in 2023.
The Succession and Consulting Services Agreement further provides that Mr.
Oddleifson will receive a consulting fee in the aggregate amount of $1,250,000
(the "Consulting Fee") for the period during which he serves as a consultant,
subject to his continued compliance with the restrictive covenants contained in
the Oddleifson Employment Agreement. Mr. Oddleifson's service as a consultant
may be terminated by either Independent or Mr. Oddleifson upon 30 days' written
notice, and if such service is terminated by Independent without cause or by Mr.
Oddleifson due to Independent's material breach of the Succession and Consulting
Services Agreement, then Mr. Oddleifson will continue to receive the Consulting
Fee as if such termination had not occurred.
The foregoing summary of the Succession and Consulting Services Agreement does
not purport to be complete and is qualified in its entirety by reference to such
document, which is filed as Exhibit 10.2 and is incorporated by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit # Exhibit Description
10.1 Employment Agreement, dated as of January 6, 2023, by and among
Jeffrey J. Tengel, Independent and Rockland Trust .
10.2 Letter Agreement Regarding Succession and Consulting Services, dated as
of January 10, 2023, by and between Christopher Oddleifson and
Independent .
104 Cover page interactive data file (formatted as inline XBRL and contained in
Exhibit 101).
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