Independent Bank Corp

This is a non-binding advisory “say on pay” proposal asking shareholders to approve the compensation of the named executive officers as disclosed in the Compensation Discussion and Analysis and accompanying tables. Management is seeking shareholder approval to validate its pay-for-performance program, which combines base salary, annual cash incentives tied to an Executive Incentive Plan Scorecard, and long-term equity awards (a mix of time‑based and performance‑based restricted stock) designed to align executives with shareholder interests. The Compensation Committee uses a peer-informed benchmarking process with consultant support (Mercer, Korn Ferry) and deploys metrics such as operating EPS, ROA, ROE, efficiency ratio, and a three‑year ROATCE relative to peers for performance-based equity; the company emphasizes that approximately 57% of equity awards in 2025 were performance‑based. The Board points to governance features — annual say-on-pay, clawback policy, stock ownership and holding requirements, and a mix of short- and long-term incentives — as reasons to support the proposal. The proposal is nonbinding, but the Board and Compensation Committee state they will consider the vote outcome when making future compensation decisions; last year’s say‑on‑pay received strong (91.8%) shareholder support, which informs continuity. From a risk and governance perspective, the Company describes a compensation review process intended to mitigate excessive risk-taking (annual risk assessments by the Chief Risk Officer and oversight by the Compensation Committee). Areas for shareholder scrutiny include pacing and magnitude of equity grants, the use of discretion in adjusting scorecard results (the Board may adjust for one-time items), and change‑in‑control and severance protections embedded in CEO and certain executive agreements. Overall, the Board recommends FOR approval as a signal that the program aligns incentives with long‑term shareholder value while providing retention tools and governance safeguards.

This item confers discretionary voting authority to the named proxy holders to vote on any other business that may properly come before the meeting, including procedural rules for the conduct of the virtual meeting. The proxy statement explicitly states the Board knows of no other matters expected to be presented; however, the discretionary grant allows the proxies to exercise judgment if unexpected proposals arise. From a governance perspective, this is routine language enabling timely voting on ad hoc or technical matters and avoiding the need to reconvene shareholders. The proxy also clarifies that if any other matters properly come before the meeting, the persons named as proxies will vote in accordance with their best judgment; there is no explicit Board recommendation on unspecified future items. For beneficial owners holding shares through brokers, broker non-votes may occur for non-routine matters where the broker lacks voting instructions; the proxy statement reiterates this distinction between routine (auditor ratification) and non-routine items. Investors concerned about unforeseen governance actions should note the company’s statement that the Board is not aware of any additional matters and the Board’s established governance oversight; any material unscheduled items would likely be disclosed via Form 8-K if they occur prior to the meeting. Given the routine nature of discretionary authority, shareholder action is typically not required unless a specific proposal is announced in advance.