wash-20240308

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

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WASHINGTON TRUST BANCORP, INC.

(Name of Registrant as Specified in Its Charter)

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Dear Fellow Shareholders:

On behalf of the Washington Trust Bancorp, Inc. Board of Directors, it is my pleasure to invite you to the 2024 Annual Meeting of Shareholders. This year’s Annual Meeting will be held in a virtual only format via live webcast. The accompanying Notice of Annual Meeting of Shareholders and Proxy Statement will serve as your guide to the business to be conducted at the meeting. A copy of these materials, as well as our Annual Report to Shareholders, is available on our Investor Relations website at https://ir.washtrust.com/proxy.

As I reflect on 2023, I am most proud of our team’s resilience and continued perseverance in helping us navigate our way through the extremely difficult macro-environment. Throughout the year our team exhibited agility, collaboration, and care in supporting one another through these uncertain and challenging times. Team members from our key business lines— retail banking, commercial banking, mortgage banking, and wealth management services — served as trusted advisors to help our customers manage interest rate hikes, market swings, and inflationary pressures. Our front line and back-office teams continued to deliver exceptional and highly personalized service. I am grateful for our team’s continued support, contributions, and commitment to expense, project, and risk management.

In 2023, we took steps to fortify our business and further position Washington Trust as a sustainably relevant, profitable, and leading regional financial services organization—for the long term. To make progress towards this goal, we remain focused on preserving and building our already strong capital position. We also made strategic decisions towards future growth by approving investments in technology, branch network expansion, and product development and pricing.

To ensure we meet our customers’ evolving expectations for quick, easy, and convenient digital service, we enhanced our business and personal digital banking platforms and streamlined processes. We also approved technological investments centered around simplifying and enhancing the customer experience for new and existing customers. Improving the digital customer experience is key to attracting new deposit, loan, and wealth customers, and building and retaining relationships with existing customers.

As we leverage technology to ensure convenience and accessibility through digital banking, we also continued our commitment to growing our physical branch presence in Rhode Island. This is an integral component of our growth strategy to ensure we deliver localized services, foster community engagement, and provide greater accessibility. In 2023 we opened our first branch on the East Bay, in Barrington, Rhode Island. Earlier this year, in late January, we expanded our northern Rhode Island presence opening a new branch in Smithfield. We are excited to open our 28th branch, in the Olneyville neighborhood of Providence, Rhode Island, later this year. We look forward to deepening our connections with our communities through our strategic branch expansion.

We understand the challenges our customers face in today’s economy and proactively developed products and made pricing decisions to help meet their financial needs. In early 2023 we introduced Simply Free Checking, an account featuring no bank overdraft fees, no monthly fees, and no minimum balance. This account was certified as part of the Bank On movement and meets the Cities for Financial Empowerment Fund (“CFE”) National Account standards. We remain deeply committed to building home ownership equity and introduced the “Buyer’s AdvantageTM Program” and the “Home OpportunityTM Program” as part of our “I Luv RITM Community Lending Program.” These three unique community lending programs offer flexible product solutions and a variety of financing options, matching funds, and grants, as well as closing cost credits and grants.

Over the past 223 years, Washington Trust has helped generations of people and businesses achieve their financial goals through savings, lending, and wealth building programs. More importantly, our employees have served as trusted advisors, community leaders, and ambassadors for our financial wellness program. We hold seminars for students and community groups on budgeting, saving, managing debt, and investing in the stock market. We also share tips on important topics such as fraud protection and cyber-security.

As part of our comprehensive initiatives, we remain dedicated to recognizing, observing, and celebrating diversity, equity, and inclusion (“DE&I”) with our employees and the communities we serve. We believe our company and workforce should mirror the diversity of our customers and communities, and this alignment is key to addressing the evolving needs of our growing customer base. Our DE&I Council plays a pivotal role in the successful implementation of our strategy, ensuring that Washington Trust maintains a welcoming environment for all and sustains its reputation as an employer of choice. In 2024, we plan to build on our DE&I commitment through the introduction of employee resource groups designed to provide a safe and supportive space for employees to connect, network, learn and grow personally and professionally while fostering a sense of belonging and community.

The spirit of Washington Trust is alive through our corporate culture, and we received numerous awards and accolades in 2023. We are most proud of those that recognize Washington Trust as a great place to work, including:

•American Banker Best Banks to Work For

•Newsweek America’s Best Banks

•Forbes Best-in-State Banks

•Providence Business News Best Places to Work Rhode Island

•Providence Business News Healthiest Employers of Rhode Island

As we proceed in 2024, there are uncertainties in the banking industry and in the world at large, including interest rates, the credit market, the global economy, and geopolitical events. We have weathered many storms over our 223-year history, and we will continue to do what is best, regardless of the economic environment, by managing our balance sheet, maintaining credit quality, and prudently overseeing expenses. At the same time, we are strategically positioning Washington Trust for long-term growth through deposit acquisition strategies, investments in technology, and physical branch expansion. We believe this positions us for sustained success and we are confident in our ability to navigate any uncertainties.

Our commitment to enhancing long-term value encompasses our shareholders, as well as our valued employees, loyal customers, and the communities we serve. Thank you all for being part of our journey.

Sincerely,

Edward O. Handy III

Chairman and Chief Executive Officer


Notice of Annual Meeting of Shareholders

Date and Time: Tuesday, the 23rd of April, 2024, at 11:00 a.m. ET

Location: The Washington Trust Bancorp, Inc. 2024 Annual Meeting of Shareholders (the “Annual Meeting”) will be held solely by remote communication via live webcast at www.virtualshareholdermeeting.com/WASH2024. To join the meeting, be sure to have the control number provided to you on the proxy card or Notice of Internet Availability of Proxy Materials. You will not be able to attend the Annual Meeting in person.


Agenda:	1.	The election of four directors, nominated by the Board of Directors and named in the Proxy Statement, each to serve for a three-year term and until their successors are duly elected and qualified;
	2.	The ratification of the selection of Crowe LLP to serve as the Corporation’s independent registered public accounting firm for the year ending December 31, 2024;
	3.	A non-binding advisory resolution to approve the compensation of the Corporation’s named executive officers; and
	4.	Such other business as may properly come before the meeting, or any postponement or adjournment thereof.

Record Date: Shareholders of record at the close of business on February 27, 2024 will be entitled to notice of and to vote at the Annual Meeting.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, please promptly submit your proxy by telephone, Internet or by signing and returning the proxy card by mail. Please refer to this Proxy Statement for additional information.

Important Notice Regarding the Availability of Proxy Materials

for the Annual Shareholder Meeting To Be Held on April 23, 2024

On or about March 12, 2024, we mailed a Notice of Internet Availability of Proxy Materials (the "Notice") to all shareholders of record as of February 27, 2024, containing instructions on how to access our Proxy Statement and Annual Report on Form 10-K and vote your shares. The Notice also contains instructions on how you can (i) receive a paper copy of the proxy materials, if you only received the Notice by mail, or (ii) elect to receive your proxy materials over the Internet.

By Order of the Board of Directors,

Kristen L. DiSanto

Corporate Secretary

March 12, 2024


Table of Contents
Proxy Statement			1
Proposal 1: Election of Directors			2
Corporate Governance			3
Corporate Governance Guidelines			3
Board Leadership Structure			3
Independent Lead Director			3
Director Independence			3
Executive Sessions			3
Director Nominations			3
Shareholder Proposals			5
The Board’s Role in Risk Oversight			5
Environmental, Social and Governance Issues at Washington Trust			5
Communications with the Board			5
Board of Directors			6
Board Members			6
Board Composition, Qualifications and Diversity			11
Committee Membership and Meetings			12
Ownership of Certain Beneficial Owners and Management			16
Executive Officers			17
Compensation Risk Analysis			19
Compensation Discussion and Analysis			21
Compensation Committee Report			35
Executive Compensation			36
Summary Compensation Table			36
Grants of Plan-Based Awards			38
Outstanding Equity Awards at Fiscal Year-End			39
Option Exercises and Stock Vested			40
Pension Benefits			40
Nonqualified Deferred Compensation Plan			41
Potential Post-Employment Payments			42
CEO Pay Ratio			45
Pay Versus Performance			46
Director Compensation			51
Compensation Committee Interlocks and Insider Participation			53
Audit Committee Report			53
Independent Registered Public Accounting Firm			54


Indebtedness and Other Transactions			55
Policies and Procedures for Related Party Transactions			55
Section 16(a) Reports			55
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm Public Accounting Firm			56
Proposal 3: Non-Binding Advisory Resolution to Approve the Compensation of the Corporation’s Named Executive Officers Proposal			57
Other Information			58
Other Business			58
Expense of Solicitation of Proxies			58


Proxy Statement

The accompanying proxy is solicited by and on behalf of the Board of Directors of Washington Trust Bancorp, Inc. (the “Corporation” or “Washington Trust”) for use at the Annual Meeting of Shareholders to be held by remote communication via live webcast on Tuesday, the 23rd of April, 2024 at 11:00 a.m. ET, and any postponement or adjournment thereof.

As of February 27, 2024, the record date for determining shareholders entitled to notice of and to vote at the Annual Meeting, there were 17,033,174 shares of our common stock, $0.0625 par value, outstanding. Each share of common stock is entitled to one vote per share on all matters to be voted upon at the Annual Meeting, with all holders of common stock voting as one class.

On or about March 12, 2024, we mailed a Notice of Internet Availability of Proxy Materials (the "Notice") to all shareholders of record as of February 27, 2024. The Notice included instructions on how to access this Proxy Statement and our Annual Report on Form 10-K. You may access the proxy materials at

https://ir.washtrust.com/proxy. Printed copies may be obtained at no charge by contacting the Corporation by phone at (800) 475-2265 or by email at investor.relations@washtrust.com.

Required Votes and Board Recommendations


Proposal		Required Vote (a)	Board of Directors Recommendation
1.	Elect the following nominees as director:	As required by Rhode Island law, a plurality of votes cast by holders of common stock entitled to vote at the Annual Meeting.	FOR ALL
	Constance A. Howes, Esq.; Edwin J. Santos; Lisa M. Stanton; and Angel Taveras, Esq.
2.	Ratify the selection of Crowe LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2024.	A majority vote of the shares present in person or represented by proxy and entitled to vote on the subject matter.	FOR
3.	Approve, on a non-binding, advisory basis, the compensation of the Corporation’s named executive officers.	A majority vote of the shares present in person or represented by proxy and entitled to vote on the subject matter.	FOR

(a)Abstentions, broker non-votes, and votes withheld with respect to Proposal 1 will have no effect on the election of directors. Broker non-votes will have the same effect as a vote "against" Proposal 2 but will not affect the outcome of Proposal 3. Abstentions will have the same effect as a vote “against” Proposal 2 and 3.

We know of no matters to be brought before the Annual Meeting other than those referred to in this Proxy Statement. If any other matters not described in this Proxy Statement are properly presented at the meeting, any proxies received by us will be voted in the discretion of the proxy holder.

Quorum

A majority of the outstanding shares of common stock entitled to vote, represented in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes will be counted for purposes of determining if a quorum is present.

Broker Non-votes

If you are a beneficial owner of shares held in a brokerage account and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. There are rules prescribed under the New York Stock Exchange, which in this

matter also apply to Nasdaq-listed companies like Washington Trust. Under these rules, brokers, banks and other securities intermediaries may use their discretion to vote your uninstructed shares on matters considered to be “routine” (as defined under these rules) but not with respect to “non-routine” matters. A broker non-vote occurs when a broker, bank or other agent has not received voting instructions from the beneficial owner of the shares and the broker, bank, or other agent cannot vote the shares because the matter is considered “non-routine”. Proposals 1 and 3 are considered to be “non-routine” such that your broker, bank or other agent may not vote your shares on those proposals in the absence of your voting instructions. Conversely, Proposal 2 is considered to be a “routine” matter so that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal 2.

Revocation of Proxies

The presence of a shareholder at the Annual Meeting will not automatically revoke a proxy previously delivered by that shareholder. A shareholder may revoke his or her proxy at any time before it is exercised by: (1) submitting another proxy bearing a later date, by mail, Internet or telephone, (2) by attending the Annual Meeting and voting at the Annual Meeting, or (3) by notifying the Corporation of the revocation in writing to the Corporate Secretary of the Corporation, 23 Broad Street, Westerly, RI 02891. If not revoked, the proxy will be voted at the Annual Meeting in accordance with the instructions indicated by the shareholder or, if no instructions are indicated, all shares represented by valid proxies received pursuant to this solicitation (and not revoked before such shares are voted) will be voted “for” all of the nominees in Proposal 1; and “for” Proposals 2 and 3.


Proposal 1: Election of Directors

Our Board of Directors is divided into three classes, with one class elected at each annual meeting. The Corporation’s Restated Articles of Incorporation, as amended (the “Articles of Incorporation”), require that the three classes be as nearly equal in number as possible.

Based on the recommendation of our Nominating and Corporate Governance Committee (the “Nominating Committee”), two new directors were appointed the Board of Directors effective March 1, 2024. Debra M. Paul was appointed to the class of directors with a term expiring at the 2026 Annual Meeting (the “2026 Class”) and Angel Taveras, Esq. was appointed to the class of directors with a term expiring at the 2024 Annual Meeting (the “2024 Class”). These appointments into different classes were effected solely to keep the Board classes balanced in accordance with the Corporation’s Amended and Restated Articles of Incorporation as amended. There are presently 14 directors, divided into three classes.

The Corporation’s By-laws require any director who attains age 72 to resign from the Board of Directors as of the Annual Meeting of Shareholders following such director’s 72nd birthday. There is no exception or waiver process for this requirement. John J. Bowen, Steven J. Crandall and Joseph J. MarcAurele, have reached age 72, and each will resign as of the 2024 Annual Meeting, after which the Board will be reduced to 11 directors.

Four individuals will be elected to the Board of Directors, each to serve until the 2027 Annual Meeting of Shareholders and until his or her respective successor is elected and qualified. Based on the recommendation of the Nominating Committee, the Board of Directors has nominated Constance A. Howes, Esq.; Edwin J. Santos; Lisa M. Stanton; and Angel Taveras, Esq. for election at the Annual Meeting. Each of the nominees for director is presently a director of the Corporation. Each of the nominees has consented to being named as a nominee in this Proxy Statement and has agreed to serve as a director if elected at the Annual Meeting. In the event that any nominee is unable to serve, the persons named in the proxy have discretion to vote for other persons if the Board of Directors designates such other persons. The Board of Directors has no reason to believe that any of the nominees will be unavailable for election.

Recommendation: The Board of Directors unanimously recommends that shareholders vote “FOR” each of the nominees in this proposal.

Washington Trust Bancorp, Inc. | 2024 Proxy Statement | 2


Corporate Governance

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines, which are available on our website at

https://ir.washtrust.com/govdocs. The Corporate Governance Guidelines describe our corporate governance practices and address issues such as Board composition and responsibilities, Board leadership structure, the Board’s relationship with management and executive succession planning.

Please note that the information contained on our website is not incorporated by reference in, or considered to be a part of, this Proxy Statement.

Board Leadership Structure

The Board believes that the Corporation’s Chief Executive Officer is best positioned to serve as Chairman because he is the director most familiar with the Corporation’s business and industry, and most capable of effectively identifying and executing strategy. The Corporation’s independent directors bring experience, oversight and expertise from outside of the Corporation, while the Chief Executive Officer brings Corporation-specific experience and expertise. The Board recognizes its responsibility to hold management accountable for the execution of strategy once it is developed. The Board believes the combined role of Chairman and Chief Executive Officer, together with an independent Lead Director having the duties described below, is in the best interest of shareholders because it fosters effective decision-making and strategy development while providing for independent oversight of management.

Independent Lead Director

The Corporation’s Corporate Governance Guidelines provide that the Chair of the Nominating Committee of the Board serves as Lead Director. The Lead Director has the responsibility of presiding at all executive sessions of the Board, consulting with the Chairman and Chief Executive Officer on meeting agendas, and acting as a liaison between management and the non-management directors, including maintaining frequent contact with the Chairman and Chief Executive Officer and advising him on the efficiency of the Board meetings and the facilitation of communication between the non-management directors and management.

Director Independence

The Corporation’s Board has determined that each of current directors John J. Bowen, Steven J. Crandall, Robert A. DiMuccio, CPA, Joseph P. Gencarella, CPA, Constance A. Howes, Esq., Sandra Glaser Parrillo, Debra M. Paul, John T. Ruggieri, Edwin J. Santos, Lisa M. Stanton and Angel Taveras, Esq. is considered independent under the Nasdaq Listing Rules.

Any shareholder who wishes to make their concerns known to the independent directors may avail themselves of the procedures described under the heading “Communications With the Board of Directors” later in this Proxy Statement.

Executive Sessions

The Board believes that executive sessions consisting solely of independent directors are part of good governance practices. The Board conducts executive sessions as deemed necessary from time to time and at least twice a year as required by the Nasdaq Listing Rules.

Director Nominations

The Corporation is committed to strong Board recruitment practices that align with the Corporation’s long-term strategic needs. We seek to select directors who reflect a diverse set of skills, professional and personal backgrounds, perspectives and experiences.

The Nominating Committee is responsible for identifying, evaluating and recommending director candidates to the Board. We consider a variety of factors including diversity, independence, experience, existing and desired skill sets, and anticipated retirements to identify gaps and establish priorities for Board refreshment.

Washington Trust Bancorp, Inc. | 2024 Proxy Statement | 3

While we do not have a specific diversity policy, we are proud to have a diverse board. Board diversity continues to be a priority, and we seek representation across a range of attributes including gender, race, ethnicity, industry and professional experience.

At a minimum, each nominee to become a Board member, whether proposed by a shareholder or any other party, must:

1.have the highest personal and professional integrity, demonstrate sound judgment, and effectively interact with other members of the Board to serve the long-term interests of the Corporation and our shareholders;

2.have experience at a strategic or policy-making level in a business, government, not-for-profit or academic organization of high standing;

3.have a record of distinguished accomplishment in his or her field;

4.be well regarded in the community and have a long-term reputation for the highest ethical and moral standards;

5.have sufficient time and availability to devote to the affairs of the Corporation, particularly in light of the number of boards on which the nominee may serve; and

6.to the extent such nominee serves or has previously served on other boards, have a demonstrated history of actively contributing at board meetings.

The Nominating Committee evaluates all such proposed nominees in the same manner, without regard to the source of the initial recommendation of such proposed nominee. In seeking candidates to consider for nomination to fill a vacancy on the Corporation’s Board, the Nominating Committee may solicit recommendations from a variety of sources, including current directors, our Chief Executive Officer and other executive officers. The Nominating Committee may also engage a search firm to assist in identifying or evaluating candidates.

The Nominating Committee will consider nominees recommended by shareholders. Shareholders who wish to submit recommendations for candidates to the Nominating Committee must submit their recommendations in writing to the Corporate Secretary of the Corporation at 23 Broad Street, Westerly, RI 02891, who will forward all recommendations to the Nominating Committee. For a shareholder recommendation to be considered by the Nominating Committee for election at the 2025 Annual Meeting of Shareholders, it must be submitted to the Corporation by November 12, 2024. All shareholder recommendations for nominees must include the following information:

1.the name and address of record of the shareholder;

2.a representation that the shareholder is a record holder of our securities, or if the shareholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

3.the name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five full fiscal years of the proposed nominee;

4.a description of the qualifications and background of the proposed nominee that addresses the minimum qualifications and other criteria for board membership approved by the Corporation’s Board;

5.a description of all arrangements or understandings between the shareholder and the proposed nominee;

6.the consent of the proposed nominee to (a) be named in the proxy statement relating to our 2025 Annual Meeting of Shareholders, and (b) serve as a director if elected at the 2025 Annual Meeting of Shareholders; and

7.any other information regarding the proposed nominee that is required to be included in a proxy statement filed pursuant to the rules of the Securities and Exchange Commission (“SEC”).

Washington Trust Bancorp, Inc. | 2024 Proxy Statement | 4

Shareholder nominations that are not submitted to the Nominating Committee for consideration may be made at an Annual Meeting of Shareholders in accordance with the procedures set forth in clause (e) of Article Eighth of our Articles of Incorporation. Specifically, advanced written notice of any nominations must be received by the Corporate Secretary not less than 14 days nor more than 60 days prior to any meeting of shareholders called for the election of directors (provided that if fewer than 21 days’ notice of the meeting is given to shareholders, notice of the proposed nomination must be received by the Corporate Secretary not later than the close of the 10th day following the day on which notice of the meeting was mailed to shareholders). For this Annual Meeting, such proposals must be received by the Corporation not earlier than February 23, 2024 and not later than April 9, 2024. Proxies solicited by our Board of Directors will confer discretionary voting authority with respect to these proposals, subject to SEC rules and regulations governing the exercise of this authority.

To comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Corporation’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 24, 2025.

Shareholder Proposals

Any shareholder who wishes to submit a proposal for presentation to the 2025 Annual Meeting of Shareholders must submit the proposal to the Corporation, 23 Broad Street, Westerly, RI 02891, Attention: Corporate Secretary, not later than November 12, 2024 for inclusion, if appropriate, in our proxy statement and the form of proxy relating to the 2025 Annual Meeting of Shareholders. Any proposal submitted after November 12, 2024 will be considered untimely. Such a proposal must also comply with the requirements as to form and substance established by the SEC for such a proposal to be included in the proxy statement. For deadlines related to shareholder director nominations, see “Director Nominations” above.

The Board’s Role in Risk Oversight

The Board’s role in the Corporation’s risk oversight process includes receiving regular reports from members of senior management on areas of material risk to the Corporation, including operational, credit, interest rate, liquidity, fiduciary, legal, regulatory, compensation, strategic and reputational risks. The full Board of the Corporation or of our subsidiary bank, The Washington Trust Company, of Westerly (the “Bank”) (or the appropriate committee in the case of risks that are under the purview of a particular committee) receives these reports from the appropriate “risk owner” within the Corporation’s management to enable it to understand and determine the adequacy of our risk identification, risk management and risk mitigation strategies. When a committee receives a report, the Chair of the relevant committee reports on the discussion to the full Board of the Corporation or the Bank at the next Board meeting. This enables the Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships. As part of its charter, the Audit Committee is responsible for review and oversight of the Corporation’s Enterprise Risk Management Program.

Environmental, Social and Governance Report

Since our founding in 1800, Washington Trust has been guided by strong core values and operated in a manner which exemplifies good governance, ethics, and an overriding commitment to people. We recognize that much has changed over the past two centuries and understand our shareholders’ desire for additional transparency regarding environmental, social and governance (“ESG”) issues. We have issued an Environmental, Social and Governance Report, which addresses how we view, manage, and perform in specific areas such as corporate governance; employee engagement; diversity, inclusion and equity; data security and privacy; environmental responsibility; and community involvement and investment. This report can be found at https://ir.washtrust.com/govdocs.

Communications With the Board of Directors

Any shareholder desiring to send communications to the Corporation’s Board, or any individual director, may forward such communication to our Corporate Secretary at our offices at 23 Broad Street, Westerly, RI 02891. The Corporate Secretary will collect all such communications and forward them to the Corporation’s Board and any such individual director.

Washington Trust Bancorp, Inc. | 2024 Proxy Statement | 5


Board of Directors

The following is biographical information as of March 12, 2024 for each member of and nominee for the Board of Directors, including positions held, principal occupation and business experience for the past five years or more. The description includes the specific experience, qualifications, attributes and skills that, in the case of each nominee for director, led to the conclusion by the Board of Directors that such person should serve as a director of the Corporation; and in the case of each director who is not standing for election at the Annual Meeting, that the Board of Directors would expect to consider if it were making a conclusion currently as to whether such person should serve as a director. Additionally, we believe each has a reputation for honesty, integrity and adherence to high ethical standards, and has demonstrated business acumen and sound judgment, as well as a commitment to the Corporation and its shareholders. All current directors of the Corporation also serve on the board of directors of the Bank.

John J. Bowen

Age:

Director Since:

2011

Term in Office Expires:

2026

Business Experience: Mr. Bowen retired from Johnson & Wales University in 2018 and was elected Chancellor Emeritus. He served as Chancellor, President and Chief Executive Officer of the University from 2010 until his retirement, and as President and Chief Executive Officer from 2004 to 2010. He serves as a board member for Newport Restaurant Corporation, and has previously served as a director of a large regional bank. Mr. Bowen will reach age 72 before the Annual Meeting and pursuant to our By-laws, will resign from the Board effective April 23, 2024.

Steven J. Crandall

Age:

Director Since:

1983

Term in Office Expires:

2025

Business Experience: Mr. Crandall has served as Vice President of Ashaway Line & Twine Manufacturing Co., a manufacturer of sporting goods products and medical threads, for more than 40 years. His experience and responsibilities include domestic and international sales and marketing, corporate finance and financial analysis, and human resources management. Mr. Crandall will reach age 72 before the Annual Meeting and pursuant to our By-laws, will resign from the Board effective April 23, 2024.

Robert A. DiMuccio, CPA

Age:

Director Since:

2010

Term in Office Expires:

2026

Business Experience: Mr. DiMuccio retired as President and Chief Executive Officer of Amica Mutual Insurance Company on September 30, 2022. He had served as President and Chief Executive Officer since 2005, and also served as Chairman from 2009 until retiring on December 31, 2022. He joined Amica in 1991 as a Vice President and served in various positions of progressive responsibility, including Chief Financial Officer and Treasurer. Prior to joining Amica, he served as an Audit Partner with the public accounting firm of KPMG LLP, with public and non-public company audit experience, including banking and insurance companies. He was also a director and past Chair of the American Property Casualty Insurance Association and has earned the Chartered Property Casualty Underwriter (CPCU) designation. Mr. DiMuccio’s qualifications to serve on the Board of Directors include his extensive experience in the areas of audit, accounting and financial reporting, as well as his record of leadership in the financial services industry.

Washington Trust Bancorp, Inc. | 2024 Proxy Statement | 6

Joseph P. Gencarella, CPA

Age:

Director Since:

2022

Term in Office Expires:

2025

Business Experience: Mr. Gencarella served as an Audit Partner with public accounting firm KPMG LLP before his retirement in 2021. He joined KPMG in 1985 and served in various positions of progressive responsibility throughout the years. He has extensive experience with public and non-public company audits, including banking and insurance companies; SEC and regulatory reporting; and internal controls and risk management. He served as a trustee for the Rhode Island Public Expenditure Council from 2012 to 2020 and was a member of Providence College President’s Council from 2013 to 2020. Mr. Gencarella’s qualifications to serve on the Board of Directors include his extensive experience in the areas of audit, accounting and financial reporting.

Mark K. W. Gim

Age:

Director Since:

2022

Term in Office Expires:

2026

Business Experience: Mr. Gim served as President and Chief Operating Officer of the Corporation and the Bank from 2018 until his retirement in April 2023. He joined the Bank in 1993 and held various positions of increasing responsibility in financial planning and asset/liability management. In 2000, he was promoted to Senior Vice President – Financial Planning and Asset/Liability Management of the Bank. He was named Executive Vice President and Treasurer of the Corporation and the Bank in 2008, and had the added responsibility of oversight of the Retail Banking Division from 2011 through 2013. He was promoted to Executive Vice President, Wealth Management and Treasurer in 2013, and to Senior Executive Vice President, Wealth Management and Treasurer in 2015. In 2017, he was named Senior Executive Vice President, Wealth Management and Chief Strategy Officer. Mr. Gim’s qualifications to serve on the Board of Directors include his global view of the financial industry and markets, with deep institutional knowledge and strategic acumen.

Edward O. Handy III

Age:

Director Since:

2016

Term in Office Expires:

2025

Business Experience: Mr. Handy assumed the role of Chairman and Chief Executive Officer of the Corporation and the Bank in 2018, after serving as President and Chief Operating Officer of the Corporation and the Bank since 2013. Prior to joining Washington Trust, he served as President of Citizens Bank in Rhode Island and Connecticut from 2009 to 2013; Executive Vice President, Head of Commercial Real Estate from 2007 to 2009; President / Chief Executive Officer of Charter One Bank of Ohio, an affiliate of Citizens Bank, from 2005 to 2008; and various positions of senior leadership at Citizens Bank and related companies, primarily in commercial real estate lending, from 1995 to 2005. Prior to that, he held positions at Fleet National Bank with concentration in commercial lending and credit analysis. Mr. Handy’s qualifications to serve on the Board of Directors include his extensive banking and leadership experience, with particular emphasis on his extensive background in the area of commercial lending.

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Constance A. Howes, Esq.

Age:

Director Since:

2018

Term in Office Expires:

2024

Business Experience: Ms. Howes served as President and CEO of Women & Infants Hospital of Rhode Island from October 2002 through October 2013. She served at Care New England Health System as EVP of Women’s Health from October 2013 through October 2015, and Women’s Health Advisor from November 2015 through July 2016. Prior to working in healthcare, she practiced business law in Providence, RI. She served as an Adjunct Professor at Roger Williams School of Law, teaching Health Law and Policy in 2017 and 2019, and was a Faculty Advisor for the Brown University Executive Master of Healthcare Leadership program from 2014 through 2020. She previously served on the Board of Trustees of the American Hospital Association and as the Chair of the RI Governor’s Workforce Board, as well as on the boards of numerous community organizations. Ms. Howes’ qualifications to serve on the Board of Directors include her extensive legal expertise; her experience as an executive of several large healthcare organizations; and her experience on governing boards of various non-profit, industry and government entities.

Joseph J. MarcAurele

Age:

Director Since:

2009

Term in Office Expires:

2024

Business Experience: Mr. MarcAurele served as Chairman and Chief Executive Officer of the Corporation and the Bank from April 2010 until his retirement in 2018. He held the additional title of President of the Corporation and the Bank from 2010 to 2013. Prior to joining Washington Trust in 2009 as President and Chief Operating Officer of the Corporation and the Bank, he served as President of Citizens Bank from 2007 to 2009. He held positions of President and Chief Executive Officer of Citizens Bank entities in Rhode Island and Connecticut from 2001 to 2007, and held a series of positions of executive leadership at Citizens Bank from 1993 to 2001 in the areas of commercial lending, wealth management and private banking. Prior to that, Mr. MarcAurele held positions at Fleet National Bank with concentration in commercial lending and credit analysis and also held the position of Senior Vice President, Director of Human Resources. Mr. MarcAurele will reach age 72 before the Annual Meeting and pursuant to our By-laws, will resign from the Board effective April 23, 2024.

Sandra Glaser Parrillo

Age:

Director Since:

2020

Term in Office Expires:

2026

Business Experience: Ms. Parrillo served as President and Chief Executive Officer of Providence Mutual Fire Insurance Company from 2000 until her retirement in February 2021. She joined the property-casualty mutual insurance company in 1977 as an underwriter and has served in various positions of progressive responsibility. She was awarded the designation of Chartered Property Casualty Underwriter (CPCU) and Certified Insurance Counselor. She is also a past director and Chair of the National Association of Mutual Insurance Companies and past director of the Rhode Island Public Expenditure Council. Her qualifications to serve on the Board of Directors include her extensive experience in leading a successful financial service company, as well as her experience on governing boards of nonprofit and for-profit corporations.

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Debra M. Paul

Age:

Director Since:

2024

Term in Office Expires:

2026

Business Experience: Ms. Paul served as Chief Executive Officer of Fellowship Health Resources, Inc. (“FHR”), a subsidiary of Elwyn, a non-profit human services organization, from July 2013 until her retirement from that position in December 2021. Following her retirement as CEO, she served as Senior Vice President of Integration with Elwyn until June 2022. Ms. Paul joined FHR in 2012 and held the position of Chief Financial Officer until her promotion to CEO. Ms. Paul served as Chief Financial Officer and Senior Vice President of Finance of Women & Infants Hospital from 2006 until 2011. She also served as Senior Audit Manager with the public accounting firm KPMG, LLP. She is a former Certified Public Accountant. Ms. Paul served on the board of Coastway Bancorp, Inc. from 2008 through its acquisition by HarborOne Bancorp, Inc. in 2018. She currently serves on the board and is the Audit Committee Chair of both Blue Cross Blue Shield Rhode Island and Amica Mutual Insurance Company. Ms. Paul’s qualifications to serve on the board of Directors include her extensive experience in audit, accounting and financial reporting; experience as an executive of several large healthcare organizations; and her experience on governing boards of various financial services and non-profit entities.

John T. Ruggieri

Age:

Director Since:

2019

Term in Office Expires:

2025

Business Experience: Mr. Ruggieri served as Senior Vice President and Chief Financial Officer for Gilbane Building Company, a global integrated construction and facility management services firm, and as Vice President and Chief Financial Officer for Gilbane, Inc., a global construction and real estate development firm from 2005 until his retirement in April 2022. Prior to joining the Gilbane companies, he served as Executive Vice President and Chief Financial Officer for Emissive Energy Corporation, a manufacturer of lighting electronics and equipment. From 1980 through 2004, he worked for A.T. Cross Company, an international manufacturer of fine writing instruments, timepieces and personal accessories, holding various positions of increasing responsibility, ultimately being named Senior Vice President and Chief Financial Officer in 1997 and assuming the additional responsibility of President, Pen Computing Group in 2001. Mr. Ruggieri is a former certified public accountant. His qualifications to serve on the Board of Directors include his expertise in audit, finance, accounting and taxation, as well his experience as an executive of several large companies and knowledge of real estate development, facilities management and construction matters.

Edwin J. Santos

Age:

Director Since:

2012

Term in Office Expires:

2024

Business Experience: Mr. Santos has had a distinguished career in banking, with experience in risk management, corporate governance, management advisory services, acquisitions, and reengineering efforts. He served for many years in various positions of significant responsibility with FleetBoston Financial Group, and more recently served as Group Executive Vice President and General Auditor for Citizens Financial Group prior to his retirement in 2009. Mr. Santos currently serves as a member of the board and chairperson of the audit committee of Flywire Corporation (Nasdaq symbol: FLYW). He is also a member of the boards of Providence Mutual Fire Insurance Company, Fidelity Institutional Asset Management and is a member of the Bryant University Board of Trustees. He is Past Chairperson of the Board of Prospect CharterCARE, LLC and President of the Board of Trustees of Rocky Hill School. Mr. Santos’ professional competency, broad experience in the financial services industry and strong reputation in the Rhode Island community qualify him to serve on the Board of Directors.

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Lisa M. Stanton

Age:

Director Since:

2021

Term in Office Expires:

2024

Business Experience: Ms. Stanton has served since 2021 on the Board of Directors of Red Violet, Inc. (Nasdaq symbol: RDVT), a data information company. She served on the board of Trulioo, an on-demand global identity verification company based in Vancouver, Canada, from January 2020 to June 2021. Additionally, she served as a member of the Venture Investments Board and as an Advisor to the IT Resilience and Strategy Committee of the Board of Directors of Nationwide Building Society, a financial institution in London, England from September 2016 through December 2019. She has more than 25 years of financial services, technology and data security experience, most recently serving as General Manager, Enterprise Strategy for American Express from December 2018 through her retirement in April 2020. From 2014 through 2016, she served as Chief Executive Officer for InAuth, a digital security platform deployed by financial institutions globally to protect their mobile and online banking capabilities. Following the acquisition of InAuth by American Express in 2016, she continued serving as InAuth’s President through 2018. She was the founder of the U.S. division of Monitise, a technology company that hosted a mobile banking and payments platform for banks and credit unions, where she served as Chief Executive Officer from 2007 to 2009, General Manager of the London-based Monitise Group from 2009 to 2013 and President, Americas from 2013 to 2014. She also served as a Senior Vice President for Citizens Financial Group from 1996 to 2007 and First New Hampshire Bank from 1991 to 1996, holding leadership roles in real estate; venture capital; retail distribution; digital, mobile and online channels; and card and payments products. She began her career as a commercial real estate broker, attaining the designation of Certified Commercial Investment Member (CCIM). Ms. Stanton’s qualifications to serve on the Board of Directors include extensive experience as a financial services executive and as a board member; deep expertise in risk management, data security, digital and technology matters; and her knowledge of commercial real estate matters.

Angel Taveras, Esq.

Age:

Director Since:

2024

Term in Office Expires:

2024

Business Experience: Mr. Taveras is an attorney and since January 2024 has served as Senior Counsel for Adler Pollock & Sheehan P.C. He was a Partner with Womble Bond Dickinson (US) LLP from January 2021 until January 2024. He previously served as Shareholder with Greenberg Traurig LLP from February 2015 until January 2021. Mr. Taveras was Mayor of the City of Providence, Rhode Island from January 2011 until January 2015. A graduate of Harvard University and Georgetown University Law Center, he has served as an Adjunct Professor at Providence College since January 2016. He is a member of the board and serves on the Audit Committee for Lifespan Corp. and is a board member for National Civic League and IKEA Foundation. Mr. Taveras’ qualifications to serve on the Board of Directors include his extensive legal expertise; leadership experience as Mayor of a major city in our footprint; and his experience on governing boards of various non-profit, industry and government entities.

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Board Composition, Qualifications and Diversity

We believe the Board is comprised of an effective mix of experience, skills and perspectives. The following charts and graphs highlight the current composition of our Board.


Board Diversity Matrix (as of the date of this Proxy Statement)
Total Number of Directors	14
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	4	10	—	—
Part II: Demographic Background
African American or Black	—	1	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	1	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	4	7	—	—
Two or More Races or Ethnicities	—	1	—	—
LGBTQ+	—	—	—	—
Did Not Disclose Demographic Background	—	—	—	—

The Corporation is committed to achieving and maintaining a diverse Board. The Nominating and Corporate Governance Committee is engaged in an ongoing process to identify and evaluate qualified candidates that best serve the needs of the Corporation and contribute to the overall diversity of the Board. Currently, 50% of our Directors are ethnically and/or gender diverse, and this percentage will increase to 64% following the 2024 Annual Meeting,

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Committee Membership and Meetings

Current committee membership and the number of meetings of the full Board and each committee held during 2023, are shown in the following table.

Independent Director

Board

Audit Committee

Compensation and Human Resources Committee

Executive Committee

Nominating Committee

John J. Bowen

Steven J. Crandall

Robert A. DiMuccio, CPA

Joseph P. Gencarella, CPA

Mark K.W. Gim

Edward O. Handy III

Constance A. Howes, Esq.

Joseph J. MarcAurele

Sandra Glaser Parrillo

Debra M. Paul

John T. Ruggieri

Edwin J. Santos

Lisa M. Stanton

Angel Taveras, Esq.

Number of Meetings in 2023

¬ = Chair of the Board µ = Lead Director t = Committee Chair n = Member + = Financial Expert

Committee membership changes will occur following the Annual Meeting, including, but not limited to, the appointment of Ms. Paul and Mr. Taveras to the Audit Committee. Ms. Paul is considered an audit committee financial expert.

During 2023, each member of the Corporation’s Board attended at least 75% of the aggregate number of meetings of the Corporation’s Board and the committees of the Corporation’s Board of which such person was a member. While we do not have a formal policy related to Board member attendance at annual meetings of shareholders, directors are encouraged to attend each annual meeting to the extent reasonably practicable. All directors attended the 2023 Annual Meeting of Shareholders.

Executive Committee

When the Corporation’s Board is not in session, the Executive Committee is entitled to exercise all the powers and duties of the Corporation’s Board, except for such business that by law only the full Board is authorized to perform.

Nominating Committee

The Nominating Committee has a written charter that is available on our website at https://ir.washtrust.com/govdocs. The Nominating Committee’s responsibilities and authorities, which are discussed in detail in its charter, include, among other things:

▪Establishing procedures for identifying and evaluating nominees for the Board.

▪Establishing procedures to be followed by shareholders in submitting recommendations for director candidates to the Nominating Committee.

▪Evaluating and recommending to the Board qualified individuals to serve as Board and/or committee members consistent with criteria set by the Board.

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▪Reviewing and assessing succession plans for the Chief Executive Officer position.

▪Developing and recommending to the Corporation’s Board a set of Corporate Governance Guidelines and recommending any changes to such Guidelines.

▪Overseeing the Corporation’s ESG policies and initiatives.

▪Overseeing the evaluation of the Corporation’s Board and management.

The Nominating Committee recommended that Constance A. Howes, Esq.; Edwin J. Santos; Lisa M. Stanton; and Angel Taveras, Esq. be nominated for election to serve as directors until the 2027 Annual Meeting of Shareholders and until their successors are duly elected and qualified.

Audit Committee

The Audit Committee has a written charter that is available on our website at https://ir.washtrust.com/govdocs. The charter is reviewed annually and amended as appropriate to reflect the evolving role of the Audit Committee. The responsibilities of the Audit Committee include, among other things:

▪Overseeing and reviewing our financial statements, accounting practices and related internal controls, as well as audits of the financial statements of the Corporation and its subsidiaries.

▪Overseeing our relationship with our independent registered public accounting firm, including having the sole authority and responsibility for all decisions related to appointing, compensating, evaluating, retaining, assessing the independence of, and, when appropriate, replacing the Corporation’s independent registered public accounting firm.

▪Overseeing our internal audit function.

▪Reviewing and approving all audit plans, including scope and staffing.

▪Establishing procedures for the submission, receipt and treatment of complaints or concerns regarding accounting or auditing matters.

▪Overseeing and reviewing the Corporation’s Code of Ethics and Standards of Personal Conduct (the “Code of Ethics”) and any related investigations.

▪Overseeing and reviewing the Corporation and the Bank’s compliance program and risk management efforts, as well as our credit review program and related results, asset quality and the adequacy of our allowance for credit losses.

Management is responsible for the financial reporting process, including the Corporation's system of internal controls, and the preparation of the Corporation's consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Corporation's independent registered public accounting firm is responsible for performing an independent audit of the Corporation's consolidated financial statements and internal controls over financial reporting in accordance with the auditing standards of the Public Company Accounting Oversight Board (“PCAOB”) and to issue a report thereon. The Audit Committee's responsibility is to oversee and review these processes, and it relies on the expertise and knowledge of management, the internal auditor and the independent auditor in carrying out that role. The Audit Committee is not professionally engaged in the practice of accounting or auditing and does not provide any expert or other special assurance or professional opinion as to the sufficiency of internal and external audits, whether the Corporation's financial statements are complete and accurate and are in accordance with generally accepted accounting principles or on the effectiveness of the Corporation's system of internal controls.

In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent registered public accounting firm. Additionally, in conjunction with the mandated rotation of the audit firm’s lead engagement partner, the Audit Committee is directly involved in the selection of the new lead engagement partner.

The Board has determined that each member of the Audit Committee is an independent director under the Nasdaq Listing Rules and Rule 10A-3(b)(1) under the Exchange Act. In addition, the Board has determined

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that Messrs. DiMuccio, Gencarella and Ruggieri each qualify as an “audit committee financial expert” under the Exchange Act.

The Audit Committee’s report on our audited financial statements for the fiscal year ended December 31, 2023 appears under the heading “Audit Committee Report” later in this Proxy Statement.

Compensation Committee

The Compensation Committee has a written charter that is available on our website at https://ir.washtrust.com/govdocs. Generally, the Compensation Committee is responsible for executive and director compensation decisions, and reports all actions to the members of the Corporation’s Board. The Compensation Committee’s responsibilities and authorities, which are discussed in detail in its charter, include, among other things:

▪Establishing our compensation philosophy, and reviewing compensation practices to ensure alignment with that philosophy.

▪Establishing annual compensation for the Chief Executive Officer and all other executive officers including salary, incentive and equity compensation.

▪Establishing incentive plans for all employees, and approving awards under such plans to the Chief Executive Officer and all other executive officers.

▪Annually reviewing the Succession and Talent Development Plan.

▪Establishing director compensation.

▪Approving equity compensation awards and the terms of such awards to employees and directors.

▪Reviewing the impact of our compensation practices in relation to the Corporation’s risk management objectives.

▪Administering our retirement, benefit and equity compensation plans, programs and policies.

A schedule of meetings and preliminary agenda is approved by the Compensation Committee at the end of each year for the coming fiscal year. The agenda for Compensation Committee meetings is determined by its Chair with the assistance of the Chief Human Resources Officer. The Compensation Committee regularly invites the Chief Executive Officer and other members of the senior management team to attend meetings, although these individuals are not voting members nor are they present during executive session deliberations regarding their own compensation. The Compensation Committee meets regularly in executive session without the presence of employee directors and management.

The Compensation Committee has authority under its charter to select, retain, terminate and approve the fees of advisers, counsel or other experts or consultants, as it deems appropriate. The Compensation Committee has engaged Meridian Compensation Partners, LLC (“Meridian”), an independent compensation consulting firm, to assist in fulfillment of its duties. Meridian was selected by the Compensation Committee after review of, among other things, the Compensation Committee’s needs, the qualifications of the firm’s personnel, the firm’s independence, the firm’s resources, past experience with the firm, and a good faith estimate of fees, and was not made pursuant to the recommendation of management. Meridian advises the Compensation Committee with respect to compensation and benefit trends, best practices, market analysis, plan design and establishing targets for individual compensation awards. The use of an independent compensation consultant provides additional assurance that our executive compensation programs are reasonable and consistent with our philosophy and objectives. Meridian reports directly to the Compensation Committee, and meets with members at least annually in executive session without the presence of employee directors and management. The Compensation Committee does not prohibit Meridian from providing services to management, but such engagement must be requested or approved by the Compensation Committee. The Compensation Committee has considered all relevant factors, including the six factors listed in Rule 10C-1(b)(4) of the Exchange Act and further included in the Compensation Committee’s charter, and determined that no conflict of interest exists with respect to Meridian.

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During 2023, Meridian received total remuneration of $65,687 for consulting services on behalf of the Compensation Committee related to compensation analysis and planning. We did not engage Meridian for any services other than those related to executive and director compensation consulting on behalf of the Compensation Committee.

The Compensation Committee may delegate authority to fulfill certain administrative duties regarding the compensation and benefit programs to our management team. The Compensation Committee solicits the input and recommendations of the Chief Executive Officer for compensation awards to other executives, including the named executive officers. Such awards are further discussed in executive session, with decisions made by the Compensation Committee without the Chief Executive Officer’s involvement.

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Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information as of March 1, 2024 regarding (i) the beneficial ownership interest in our common stock of the directors and certain executive officers of the Corporation and the Bank, (ii) the beneficial ownership interest of all directors and executive officers of the Corporation, as a group, and (iii) the security holdings of each person, including any group of persons, known by the Corporation to be the beneficial owner of five percent (5%) or more of our common stock outstanding.


		Common Stock	Exercisable Options (a)	Vested Restricted Stock Units (b)	Total (c)	Percentage Of Class
Nominees and Directors:
John J. Bowen		10,700	—	2,440	13,140	0.08	%
Steven J. Crandall		19,433	—	2,440	21,873	0.13	%
Robert A. DiMuccio, CPA		13,541	—	580	14,121	0.08	%
Joseph P. Gencarella, CPA	(d)	360	—	—	360	—	%
Mark K.W. Gim		34,273	—	—	34,273	0.20	%
Edward O. Handy III		36,268	—	—	36,268	0.21	%
Constance A. Howes, Esq.		3,730	—	580	4,310	0.03	%
Joseph J. MarcAurele		45,214	—	2,440	47,654	0.28	%
Sandra Glaser Parrillo		860	—	580	1,440	0.01	%
Debra M. Paul		—	—	—	—	—	%
John T. Ruggieri		2,200	—	580	2,780	0.02	%
Edwin J. Santos		3,990	—	580	4,570	0.03	%
Lisa M. Stanton		116	—	580	696	—	%
Angel Taveras, Esq.		100	—

SEC Form DEF 14A filed by Washington Trust Bancorp Inc.