Washington Trust Bancorp (WASH) Proxy Filing summary

Executive summary

• 2025 marked a milestone year with the 225th anniversary, highlighted by a pivotal balance sheet restructuring at the end of 2024 to position for long-term profitability and relationship-driven growth.

• Investments were made in leadership, technology, and expansion of the Wealth Management division, including the acquisition of Lighthouse Financial Management assets and hiring a new Chief Commercial Banking Officer.

• Net income for 2025 reached $52.2 million, a significant improvement over the prior year, with growth in net interest income, wealth management, mortgage banking revenues, and in-market deposits.

• Community impact remained central, with charitable giving focused on housing, food security, financial education, and resilience; recognized as a top workplace for the 15th consecutive year.

• Plans announced for a new full-service branch in Pawtucket in fall 2026, reinforcing commitment to Rhode Island communities.

Voting matters and shareholder proposals

• Four directors nominated for election to serve three-year terms: Robert A. DiMuccio, Sandra Glaser Parrillo, Debra M. Paul, and Jeffrey M. Wilhelm.

• Ratification of Crowe LLP as independent registered public accounting firm for 2026.

• Approval sought for an amendment to the 2022 Long Term Incentive Plan to increase shares available by 675,000.

• Non-binding advisory vote on executive compensation (say-on-pay).

• Shareholder proposals and director nominations must be submitted by specified deadlines for inclusion in future meetings.

Board of directors and corporate governance

• Board consists of 11 directors, divided into three classes, with a mandatory retirement age of 72.

• Board composition reflects diversity in gender, race, experience, and skills; 64% women and minorities.

• Corporate Governance Guidelines emphasize combined CEO/Chairman role with an independent Lead Director and regular executive sessions of independent directors.

• Nominating Committee oversees board recruitment, diversity, and succession planning.

• All directors attended at least 75% of meetings in 2025; encouraged to attend annual meetings.