Independent Bank (INDB) Proxy filing summary

Executive summary

• The 2026 Annual Shareholder Meeting will be held virtually on May 14, 2026, with online access for all shareholders and no physical location.

• Shareholders of record as of March 20, 2026, are eligible to vote on director elections, auditor ratification, and executive compensation.

• The Board recommends voting FOR all proposals, including the election of three Class III directors, ratification of Ernst & Young LLP as auditor, and approval of executive compensation.

• Two directors, Mary L. Lentz and Scott K. Smith, will retire or not stand for reelection, reducing the Board size.

Voting matters and shareholder proposals

• Shareholders will vote to elect James O. Morton, Daniel F. O'Brien, and Leif O'Leary as Class III Directors for terms expiring in 2029.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for 2026 is on the agenda.

• Advisory vote on executive compensation (say-on-pay) is included.

• Shareholders may submit proposals for the 2027 meeting by December 2, 2026, and director nominations between January 9 and February 28, 2027.

Board of directors and corporate governance

• The Board will decrease from 16 to 14 members due to retirements and voluntary departures.

• Directors are divided into three classes with staggered three-year terms; diversity and a range of skills are emphasized in nominations.

• All directors except the CEO and former President are considered independent under Nasdaq rules.

• The Board has adopted Governance Principles, a Code of Ethics, and written charters for all committees.

• Directors are required to own stock equal to five times their annual cash retainer.