WASHINGTON TRUST BANCORP INC
For the period ended Apr 28, 2026. Filed Mar 17, 2026.
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Apr 28, 2026 · Filed Mar 17, 2026
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant ý | |
|---|---|
| Filed by a Party other than the Registrant o | |
| Check the appropriate box: | |
| o | Preliminary Proxy Statement |
| o | Confidential, for Use of the Commission Only, (as permitted by Rule 14a-6(e)(2)) |
| ý | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under Rule 14a-12 |
WASHINGTON TRUST BANCORP, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | |
|---|---|
| ý | No fee required. |
| o | Fee paid previously with preliminary materials. |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Dear Fellow Shareholders:
On behalf of the Washington Trust Bancorp, Inc. Board of Directors, it is my pleasure to invite you to the 2026 Annual Meeting of Shareholders. This year’s Annual Meeting will be held solely by remote communication 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 we reflect on 2025, a milestone year in which Washington Trust marked 225 years of community banking, we do so with gratitude and renewed confidence in the strength, adaptability, and enduring purpose of our institution. The spirit of progress that inspired our founding in 1800 still drives us today, and in 2025 it guided a meaningful transformation across our company.
For more than two centuries Washington Trust has navigated economic cycles, industry change, and generational shifts while remaining a trusted financial partner to individuals, businesses, and communities across New England. In 2025, our endurance and adaptability were evident once again. Following a pivotal balance sheet restructuring at the end of 2024—undertaken to reposition our company for long-term profitability—we entered 2025 stronger and had a transformative year, sharpening our focus on relationship-driven growth that enhances our long‑term earnings ability.
We strengthened our core banking and wealth management businesses by investing in leadership, skills, and technology aligned with our strategic priorities. We expanded our Wealth Management division with new talent and the acquisition of assets from Lighthouse Financial Management, and hired a seasoned Chief Commercial Banking Officer to lead Washington Trust’s commercial growth strategy. Together, these actions deepened our expertise, broadened our reach, and increased our capacity to deliver integrated and comprehensive financial solutions to our customers.
Within our business lines, we continued modernizing and enhancing the customer experience while maintaining the personal service and trusted advice that have defined Washington Trust for generations. We believe this approach—pairing high‑touch service with a broad suite of solutions—serves us well and uniquely positions Washington Trust among community banks.
In addition to these enhancements, we launched Age with WisdomTM, a program designed to support older adults, and their families and caregivers, with tailored tools, education, and resources to help them navigate financial decisions with confidence. The initiative helps safeguard customers’ financial well‑being and empowers them to maintain independence as they age. Age with WisdomTM reflects an important extension of our mission as a community‑focused financial partner and reinforces our commitment to meeting the needs of customers at every stage of life.
We also continued to invest in our physical footprint and long‑term presence in Rhode Island. Only one year after opening our 28th branch, in Providence’s Olneyville neighborhood, in 2025 we announced our plans to bring a new full‑service branch to Pawtucket in fall 2026. This 29th branch reflects our commitment to serving communities across Rhode Island and maintaining convenient access to local banking services.
These efforts reinforced our focus on building long-term value, and we closed the year with improved financial performance, including growth in net interest income, wealth management and mortgage banking revenues, and in-market deposits. In 2025, net income totaled $52.2 million—a significant improvement from the prior year and an important step forward in our financial trajectory.
Sustainable growth enables us to reinvest meaningfully in the communities we serve, which is an essential responsibility of a successful community bank. In 2025, our charitable giving focused on initiatives that promote stability and opportunity: supporting access to housing, addressing food insecurity, advancing financial education, and strengthening community resilience. Together, these efforts reflect a long-standing commitment to community impact and philanthropy that remains central to who we are.
None of our accomplishments this year would have been possible without our employees. Their dedication, professionalism, and compassion continue to define Washington Trust’s culture and reputation. In 2025, Providence Business News named us one of the Best Places to Work in Rhode Island for the 15th consecutive year, and nationally, American Banker named Washington Trust one of the Best Banks to Work For, placing us among a select group of institutions recognized for exceptional workplace cultures.
As we move into 2026, we do so with momentum and a clear strategic focus. Our goal is straightforward: to be a top performing community bank, driven by strong core performance, disciplined growth, and an unwavering commitment to our customers and communities. Building on a year of transformation, Washington Trust is well positioned for the opportunities ahead.
Thank you for your continued trust and partnership.
Sincerely,
| Edward O. Handy IIIChairman and Chief Executive Officer | Mary E. NoonsPresident and Chief Operating Officer |
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Notice of Annual Meeting of Shareholders
Date and Time: Tuesday, the 28th of April, 2026, at 11:00 a.m. ET
Location: The Washington Trust Bancorp, Inc. 2026 Annual Meeting of Shareholders (the “Annual Meeting”) will be held solely by remote communication via live webcast atwww.virtualshareholdermeeting.com/WASH2026. 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, 2026; | |
| 3. | The approval of an amendment to the Washington Trust Bancorp, Inc. 2022 Long Term Incentive Plan to increase the number of shares of common stock available for issuance under the plan by 675,000 shares. | |
| 4. | A non-binding advisory resolution to approve the compensation of the Corporation’s named executive officers; and | |
| 5. | 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 March 3, 2026 are 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 28, 2026
On or about March 17, 2026, we mailed a Notice of Internet Availability of Proxy Materials (the "Notice") to all shareholders of record as of March 3, 2026, 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 17, 2026
| 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 |
| 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 | 15 |
| Executive Officers | 16 |
| Compensation Risk Analysis | 18 |
| Compensation Discussion and Analysis | 20 |
| Compensation Committee Report | 35 |
| Executive Compensation | 36 |
| Summary Compensation Table | 36 |
| Grants of Plan-Based Awards | 39 |
| Outstanding Equity Awards at Fiscal Year-End | 40 |
| Option Exercises and Stock Vested | 41 |
| Pension Benefits | 42 |
| Nonqualified Deferred Compensation Plan | 42 |
| Potential Post-Employment Payments | 43 |
| CEO Pay Ratio | 46 |
| Pay Versus Performance | 47 |
| 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 | 56 |
| Proposal 3: Approval of an Amendment to the Washington Trust Bancorp, Inc. 2022 Long Term Incentive Plan to Increase the Number of Shares of Common Stock Available for Issuance Under the Plan by 675,000 Shares | 56 |
| Proposal 4: Non-Binding Advisory Resolution to Approve the Compensation of the Corporation’s Named Executive Officers Proposal | 65 |
| Other Information | 66 |
| Other Business | 66 |
| Expense of Solicitation of Proxies | 66 |
| Exhibit A | 67 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.