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Item 9A. Controls and Procedures

2022-02-28 compared with 2021-02-26 · 28 added, 20 removed, 198 unchanged (20% of the section changed)

5 unchanged sentences

There were no changes in our internal control over financial reporting that occurred during the fourth quarter of 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company has not experienced any material impact to the Company’s internal control over financial reporting due to the fact that most of the Company’s employees responsible for financial reporting are working remotely during the COVID-19 pandemic.

The Company is continually monitoring and assessing the impact of the COVID-19 pandemic on the Company’s internal control over financial reporting to minimize any impact on the design and operating effectiveness.

11 unchanged sentences

Based on our assessment and those criteria, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2021.

The Company's independent registered public accounting firm has issued a report on the Company’s internal control over financial reporting, which appears below:

The Company's independent registered public accounting firm, Ernst & Young LLP (PCAOB Auditor Firm ID:

42 ), has issued a report on the Company’s internal control over financial reporting, which appears below:

Report of Independent Registered Public Accounting Firm

1 unchanged sentence

Opinion on Internal Control Over Financial Reporting

We have audited Independent Bank Corp.’s (the “Company”) internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the “COSO criteria”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.

We have audited Independent Bank Corp.’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Independent Bank Corp.

maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2021 consolidated financial statements of the Company and our report dated February 28, 2022 expressed an unqualified opinion thereon.

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OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required herein is incorporated by reference from the Company’s definitive proxy statement relating to its May 20, 2021 Annual Meeting of Shareholders (the "2021 Proxy Statement"), which will be filed with the SEC within 120 days following the fiscal year ended December 31, 2020 under the headings of "Board of Director Information - Current Board Members," "Board of Director Information - Corporate Governance Information," "Board of Director Information - Shareholder Director Nominations and Recommendations," "Board of Director Information - Report of the Audit Committee," "Executive Officer Information - Executive Officers," and "Delinquent Section 16(a) Reports."

The information required herein is incorporated by reference from the Company’s definitive proxy statement relating to its May 19, 2022 Annual Meeting of Shareholders (the "2022 Proxy Statement"), which will be filed with the SEC within 120 days following the fiscal year ended December 31, 2021 under the headings of "Board of Director Information - Current Board Members," "Board of Director Information - Corporate Governance Information," "Board of Director Information - Shareholder Director Nominations and Recommendations," "Board of Director Information - Report of the Audit Committee," "Executive Officer Information - Executive Officers," and "Stock Ownership and Other Matters - Delinquent Section 16(a) Reports."

EXECUTIVE COMPENSATION

The information required herein is incorporated by reference from the 2021 Proxy Statement under the heading "Executive Officer Information" and "Board of Director Information - Compensation Committee Interlocks and Insider Participation."

The information required herein is incorporated by reference from the 2022 Proxy Statement under the headings of "Executive Officer Information" and "Board of Director Information - Compensation Committee Interlocks and Insider Participation."

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

18 unchanged sentences

Shares under the 2005 and 2018 Plans may be issued as stock options or restricted stock awards.

In consideration of the Company’s strong current capital position, the Company has put in place a stock buyback plan which authorizes repurchases of up to $140 million in common stock and will be in effect through January 18, 2023.

The plan was previously approved by the Company’s Board of Directors, pending the receipt of non-objection from the Federal Reserve, which was received on January 19, 2022.

The information required herein under Item 403 of Regulation S-K regarding the security ownership of management and certain beneficial owners is incorporated by reference from the 2022 Proxy Statement under the heading "Stock Ownership and Other Matters."

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required herein is incorporated by reference from the 2021 Proxy Statement under the heading "Board of Director Information - Related Party Transactions" and "Board of Director Information - Director Independence."

The information required herein is incorporated by reference from the 2022 Proxy Statement under the headings of "Board of Director Information - Related Party Transactions" and "Board of Director Information - Director Independence."

PRINCIPAL ACCOUNTING FEES AND SERVICES

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Exhibits Index

2.1 A greement and Plan of Merger dated April 22, 2021 by and among Independent Bank Corp., Bradford Merger Sub Inc., Rockland Trust Company, Meridian Bancorp.

and East Boston Savings, is incorporated by reference to Exhibit 2.1 to Form 8-K filed on April 26, 2021 .

3.1 Restated Articles of Organization, as adopted July 16, 2015, incorporated herein by reference to Exhibit 3.2 to Form 8-K filed on July 20, 2015 .

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4.3 Forms of Capital Securities Purchase Agreements for Independent Capital Trust V, incorporated herein by reference to Exhibit 4.18 to Form 10-K for the year ended December 31, 2006, filed on February 28, 2007.

4.4 Form of Certificate of Junior Subordinated Debt Security for Independent Capital Trust V (in corporated herein by reference to Exhibit A to Exhibit 4.

1 3 to From 10-K for the year ended December 31, 2006 , filed on February 27, 2007 ).

4.4 Form of Certificate of Junior Subordinated Debt Security for Independent Capital Trust V (incorporated herein by reference to Exhibit A to Exhibit 4.13 to From 10-K for the year ended December 31, 2006, filed on February 27, 2007).

4.5 Form of Certificate of Capital Security for Independent Capital Trust V (incorporated herein by reference to Exhibit A-1 to Exhibit 4.15 to Form 10-K for the year ended December 31, 2006, filed on February 27, 2007).

rm of Certificate of Capital Security for Independent Capital Trust V ( incorporated herein by reference to Exhibit A-1 to Exhibit 4.

15 to F orm 10-K for the y ear ended December 31, 200 6, filed on February 27, 2007 ).

rm of Certificate of Capital Security for Independent Capital Trust V (incorporated herein by reference to Exhibit A-1 to Exhibit 4.15 to Form 10-K for the year ended December 31, 2006, filed on February 27, 2007).

4.6 Amended and Restated Declaration of Trust for Independent Capital Trust V, incorporated herein by reference to Exhibit 4.15 to Form 10-K for the year ended December 31, 2006, filed on February 28, 2007.

5 unchanged sentences

2014 Dividend Reinvestment and Stock Purchase Plan, incorporated herein by reference to Form S-3 filed on October 28, 2020 .#

4.11 Description of Securities , incorporated herein by refe rence to Exhibit 4.11 to Form 10-K for the year ended December 31, 2019, filed on February 27, 2020 .

4.11 Description of Securities, incorporated herein by reference to Exhibit 4.11 to Form 10-K for the year ended December 31, 2019, filed on February 27, 2020.

10.1 Independent Bank Corp.

12 unchanged sentences

Nadeau and Rockland Trust, incorporated herein by reference to Exhibit 99.5 to Form 8-K filed on November 21, 2008 .

10.10 Amended and Restated Employment Agreemen t by and between Edward H.

10.10 Amended and Restated Employment Agreement by and between Edward H.

Seksay and the Company and/or Rockland Trust, incorporated herein by reference to Exhibit 99.6 to Form 8-K filed on November 21, 2008 (SEC File No.

10.11 Third Amended a nd Restated Employment Agreements by and between each of Barry H.

10.11 Third Amended and Restated Employment Agreements by and between each of Barry H.

Jensen and Rockland Trust and Robert D.

Cozzone and Rockland Trust dated September 5, 2013, incorporated herein by reference to Exhibit 10.8 to Form 10-Q, for the quarter ended September 30, 2013, filed on November 6, 2013.

10.12 Employment A greement between Mark J.

10.12 Employment Agreement between Mark J.

Ruggiero and Rockland Trust, incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on April 1,2019 .

5 unchanged sentences

10.16 Form of Stock Option Agreement for the Company's Executive Officers, incorporated herein by reference to Exhibit 99.2 to Form 8-K filed on December 20, 2005 .#

10.17 Form of Performance Based Restricted Stock Agreement for the Company's Chief Executive Officer, incorporated herein by reference to Exhibit 10.14 to Form 10-K , for the year ended Dec e mber 31, 2017 filed on February 27, 2018 .#

10.17 Form of Performance Based Restricted Stock Agreement for the Company's Chief Executive Officer, incorporated herein by reference to Exhibit 10.14 to Form 10-K, for the year ended December 31, 2017 filed on February 27, 2018 .#

10.18 Form of Performance Based Restricted Stock Agreement for the Company's Executive Officers, incorporated herein by reference to Exhibit 10.15 to Form 10-K, for the year ended December 31, 2017, filed on February 27, 2018 .

10.19 Form of Chief Executive Officer Time Vesting Restricted Stock Agreement, incorporated here in by reference to Exhibit 10.16 to Form 10-K , for the year en ded December 31, 2017, filed on February 27, 2018 .

10.19 Form of Chief Executive Officer Time Vesting Restricted Stock Agreement, adopted in February 202 2 .

10.20 Form of Independent Bank Corp.

Executive Officer Time Vesting Restricted Stock Agreement, incorporated herein by reference to Exhibit 10.17 to Form 10-K , for the year ended December 31, 2017, filed on February 27, 2018 .

Executive Officer Time Vesting Restricted Stock Agreement, adopted in February 2022.

10.21 Independent Bank Corp.

2018 Nonemployee Director Stock Plan, incorporated here in by reference to Exhibit 4.1 to Form S-8 filed on May 18, 2018 .

2018 Nonemployee Director Stock Plan, incorporated herein by reference to Exhibit 4.1 to Form S-8 filed on May 18, 2018.

10.22 Independent Bank Corp.

2018 Restricted Stock Agreement for Nonemployee Director, incorporated here in by reference to Exhibit 10.21 to Form 10-K , for the year ended December 31, 2018, filed on February 28, 2019 .

2018 Restricted Stock Agreement for Nonemployee Director, incorporated herein by reference to Exhibit 10.21 to Form 10-K, for the year ended December 31, 2018, filed on February 28, 2019 .

10.23 Independent Bank Corp.

63 unchanged sentences

February 28, 2022

/s/ SUSAN PERRY O'DAY Director Date:

February 28, 2022

Susan Perry O'Day

SMITH Director Date:

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures