Washington Trust Bancorp (WASH) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 22, 2025, to be held virtually, with voting on director elections, auditor ratification, and executive compensation approval.

• 2024 saw significant digital enhancements, branch expansion, and a $70.5 million capital raise to optimize the balance sheet and support future growth.

• The company remains well-capitalized, with strong asset quality and a 7.1% dividend yield as of year-end 2024.

Voting matters and shareholder proposals

• Shareholders will vote on electing three directors for three-year terms, ratifying Crowe LLP as auditor, and a non-binding say-on-pay resolution for executive compensation.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by November 11, 2025.

Board of directors and corporate governance

• Board consists of 11 directors, with a mix of experience in finance, law, technology, and public service; 64% are women or minorities.

• Chairman/CEO roles are combined, with an independent Lead Director providing oversight.

• Board committees include Audit, Compensation, Nominating, and Executive, all with defined charters and responsibilities.

• Directors are encouraged to attend annual meetings; all attended in 2024.