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



Corporate Governance

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines, which are available on our website at http://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.

Washington Trust Bancorp, Inc. | 2021 Proxy Statement | 2

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 priorities. The Corporation’s independent directors bring experience, oversight and expertise from ~~various areas~~ 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

~~Washington Trust Bancorp, Inc.~~ | ~~2019 Proxy Statement | 2~~

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 ~~clear accountability and~~ effective decision-making and strategy development while providing ~~the appropriate balance between strategy development and~~for independent oversight of management.

Independent Lead Director

The Corporation’s Corporate Governance Guidelines ~~call for~~provide that the Chairperson of the Nominating Committee of the Board ~~to serve~~serves as Lead Director. The Lead Director ~~has the responsibility of presiding~~presides at all executive sessions of the ~~non-employee,~~ independent directors, ~~consulting~~consults with the Chairman and Chief Executive Officer on Board and committee meeting agendas, ~~acting~~acts 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.~~Officer.

Director Independence

The Corporation’s Board has determined that each of current directors John J. Bowen, Steven J. Crandall, Robert A. DiMuccio, Constance A. Howes, Katherine W. Hoxsie, Kathleen E. McKeough, ~~Victor J. Orsinger II, H. Douglas Randall III,~~Sandra Glaser Parrillo, John T. Ruggieri and Edwin J. Santos ~~and John F. Treanor~~ is considered independent under the NASDAQ Listing Rules. The Corporation’s Board has also determined that nominee ~~John T. Ruggieri~~Lisa M. Stanton is considered independent.

Any interested party who wishes to make their concerns known to the independent directors may avail themselves of the same procedures utilized for shareholder communications with the Corporation’s Board, which procedures are 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 ~~otherwise~~ 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 ~~identifies, evaluates~~is responsible for identifying, evaluating and ~~recommends~~recommending director candidates to the Board. ~~Neither the Nominating Committee nor the~~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 ~~has~~refreshment.

While we do not have a specific diversity policy, ~~with regard~~we are proud to ~~the consideration~~have a diverse board. Board diversity continues to be a priority, and we seek representation across a range of ~~diversity in identifying director nominees, although both may consider diversity when identifying~~attributes including gender, race, ethnicity, industry and ~~evaluating proposed director candidates.~~ professional experience.

Washington Trust Bancorp, Inc. | 2021 Proxy Statement | 3

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 Corporation’s 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~~

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;

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

3.~~2019 Proxy Statement | 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.~~

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 ~~identify or evaluate or~~ 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 ~~2020~~2022 Annual Meeting of Shareholders, it must be submitted to the Corporation by November ~~13, 2019.~~16, 2021. 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 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 2020 Annual Meeting of Shareholders, and (b) serve as a director if elected at the 2020 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”).~~

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 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 2022 Annual Meeting of Shareholders, and (b) serve as a director if elected at the 2022 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”).

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

Washington Trust Bancorp, Inc. | 2021 Proxy Statement | 4

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).

~~Washington Trust Bancorp, Inc.~~ | ~~2019 Proxy Statement | 4~~

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 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 Chairman 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.

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. | ~~2019~~2021 Proxy Statement | 5



Board of Directors

The following is biographical information as of ~~March 12, 2019~~[March 16, 2021] 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 our subsidiary bank, The Washington Trust Company, of Westerly (the “Bank”).

John J. Bowen

Age:

Director Since:

2011

Term in Office Expires:

2023

Age:

Director Since:

2011

Term in Office Expires:

2020

Business Experience: Mr. Bowen retired from Johnson & Wales University in 2018 and was elected Chancellor Emeritus. Previously 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 a wide variety of not-for-profit organizations and has previously served as a director of a large regional bank. Mr. Bowen’s qualifications to serve on the Board of Directors include his experience leading a large, successful institution; experience on governing boards of nonprofit and for-profit corporations; and previous experience in the banking industry.

Steven J. Crandall

Age:

Director Since:

1983

Term in Office Expires:

2021

Age:

Director Since:

1983

Term in Office Expires:

2021

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’s qualifications to serve on the Board of Directors include his extensive experience in sales and marketing as well as the management of a successful commercial and industrial business.

Robert A. DiMuccio, CPA

Age:

Director Since:

2010

Term in Office Expires:

2023

Age:

Director Since:

2010

Term in Office Expires:

2020

Business Experience: Mr. DiMuccio has served as President and Chief Executive Officer of Amica Mutual Insurance Company since 2005, also serving as Chairman since 2009. He joined Amica in 1991 as a Vice President and has served in various positions of progressive responsibility, including Chief Financial Officer and Treasurer. Prior to joining Amica, he was 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 is 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.

Business Experience: Mr. DiMuccio has served as President and Chief Executive Officer of Amica Mutual Insurance Company since 2005, also serving as Chairman since 2009. He joined Amica in 1991 as a Vice President and has served in various positions of progressive responsibility, including Chief Financial Officer and Treasurer. Prior to joining Amica, he was 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 is also a director and past Chair of the Property Casualty Insurers Association of America 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. | ~~2019~~2021 Proxy Statement | 6

Edward O. Handy III

Age:

Director Since:

2016

Term in Office Expires:

2022

Business Experience: Mr. Handy assumed the role of Chairman and Chief Executive Officer of the Corporation and the Bank, in March 2018, after serving as President and Chief Operating Officer of the Corporation and the Bank since November 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, 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.

Constance A. Howes, Esq.

Age:

Director Since:

2018

Term in Office Expires:

2021

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 is a Faculty Advisor for the Brown University Executive Master of Healthcare Leadership program. She previously served on the Board of Trustees of the American Hospital Association and as the Chair of the RI Governor’s Workforce Board. She also served on the RI Board of Education, 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.

Katherine W. Hoxsie, CPA

Age:

Director Since:

1991

Term in Office Expires:

2022

Business Experience: Ms. Hoxsie has been retired since 2008. She previously served as the Vice President of Hoxsie Buick-Pontiac-GMC Truck, Inc. automotive dealership, responsible for the company’s management and operations from 1991 until 2008. Prior to 1991, Ms. Hoxsie was employed by the public accounting firm of Price Waterhouse with experience in audits of public and non-public companies, including financial services companies. Ms. Hoxsie’s qualifications to serve on the Board of Directors include her expertise in the areas of audit, finance, accounting and taxation, as well as her knowledge of regulatory and financial reporting requirements.

Edward O. Handy III
Age: 57 Director Since: 2016 Term in Office Expires: 2019
Business Experience:  Mr. Handy assumed the role of Chairman and Chief Executive Officer of the Corporation and the Bank, in March 2018, after serving as President and Chief Operating Officer of the Corporation and the Bank since November 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, 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.

Constance A. Howes, Esq.
Age: 65 Director Since: 2018 Term in Office Expires: 2021
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 is a Faculty Advisor for the Brown University Executive Master of Healthcare Leadership program. She previously served on the Board of Trustees of the American Hospital Association and as the Chair of the RI Governor’s Workforce Board. She also served on the RI Board of Education, 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.

Katherine W. Hoxsie, CPA
Age: 70 Director Since: 1991 Term in Office Expires: 2019
Business Experience:  Ms. Hoxsie has been retired since 2008. She previously served as the Vice President of Hoxsie Buick-Pontiac-GMC Truck, Inc. automotive dealership, responsible for the company’s management and operations from 1991 until 2008. Prior to 1991, Ms. Hoxsie was employed by the public accounting firm of Price Waterhouse with experience in audits of public and non-public companies, including financial services companies. Ms. Hoxsie’s qualifications to serve on the Board of Directors include her expertise in the areas of audit, finance, accounting and taxation, as well as her knowledge of regulatory and financial reporting requirements.

Washington Trust Bancorp, Inc. | ~~2019~~2021 Proxy Statement | 7


~~(a)~~	~~The following table outlines deferrals of salary and bonus under the Nonqualified Deferred Compensation Plan (the “Nonqualified Plan”):~~

Named Executive Officer Salary Deferrals ($) Bonus and Non-Equity Incentive Plan Compensation Deferrals ($) (1)
2018 2017 2016 2018 2017 2016
Handy 57,500
42,500
41,005
35,578 % 21,038
28,293
Gim 15,000
15,000
15,000
—
—
—
Ohsberg 29,400
—
—
11,000
—
—
Ryan —
—
—
—
—
—
Hagerty 14,000
13,000
12,427
11,500
10,500
9,000
MarcAurele —
350,000
350,000
—
349,841
313,258
Devault —
20,000
9,000
—
151,929
9,000


~~(1)~~	~~Payments were accrued in the year indicated and paid in the succeeding fiscal year.~~


~~(b)~~	Except as noted, amounts were accrued in the year indicated and paid in the succeeding fiscal year. Thus, the 2018 bonus was paid in fiscal 2019, the 2017 bonus was paid in fiscal 2018 and the 2016 bonus was paid in fiscal 2017.


~~(c)~~	Amount represents an adjustment made to 2017 Annual Performance Plan awards to exclude the enactment-related impacts of the Tax Cuts and Jobs Act of 2017 as described in our Proxy Statement dated March 13, 2018 for the 2018 Annual Meeting of Shareholders.

~~(d)~~

Amount listed reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 in the year indicated. For 2018, assumptions related to the financial reporting of stock awards are presented in Note 18 to the Consolidated Financial Statements presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “2018to the Consolidated Financial Statements presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “2020 Form 10-K”).


~~(e)~~	~~Amount listed reflects payments under the Annual Performance Plan and Wealth Management Business Building Incentive Plan as outlined earlier in this Proxy Statement.~~

~~(f)~~

Amount reflects aggregate change in the value of accumulated benefits under the Pension Plan and Supplemental Pension Plan between December 31 of the year indicated and December 31 of the prior year. The amount represents the increase due to an additional year of service; increases in average annual compensation; increases or decreases due to the passage of time; and increases or decreases due to changes in assumptions. Assumptions for 2018 are described in footnotes to the Pension Benefits table included later in this Proxy Statement. Amounts are based upon the earliest retirement age at which the individual can receive unreduced benefits, which for Mr. Devault is immediately and for Mr. Gim is age 65. Except for Mr. Devault’s 2018 amount, the present value calculations assume payment in the normal form, which is a life annuity under the Pension Plan and Supplemental Pension Plan. For Mr. Devault, the 2018 amount reflects his actual retirement date of January 31, 2018 and the actual form of benefit elected, which is a 75% joint and survivor annuity.


~~(g)~~	~~The following table shows the components of this column for 2018:~~

Named Executive Officer Life and Disability Insurance ($) Cash in Lieu of Benefits ($) Employer Contributions Country Club Membership ($) Auto and Parking Allowance ($) Value of Non-cash Items ($) (1) Total ($)
401(k) Plan ($) Nonqualified Plan ($)
Handy 5,165
(2) —
19,250
49,750
8,622
12,120
—
94,907
Gim 95
—
8,250
1,950
3,392
8,430
—
22,117
Ohsberg 399
—
18,522
2,058
—
—
—
20,979
Ryan 399
1,500
19,250
672
7,000
2,550
—
31,371
Hagerty 399
—
18,620
980
7,000
2,520
45
29,564
MarcAurele 2,439
(2) —
8,513
6,081
—
2,820
—
19,853
Devault 8
—
1,121
—
—
—
—
1,129
(c)Except as noted, amounts were accrued in the year indicated and paid in the succeeding fiscal year. Thus, the 2020 bonus was paid in fiscal 2021, the 2019 bonus was paid in fiscal 2020 and the 2018 bonus was paid in fiscal 2019.


~~(1)~~	~~Reflects the value of non-cash items received under the Corporation’s volunteerism program.~~


~~(2)~~	~~Amounts listed for Messrs. Handy and MarcAurele include disability insurance premiums of $5,070 and $2,415, respectively. All other amounts reflect life insurance premiums.~~

(d)Amount listed reflects payments under the Annual Performance Plan and Wealth Management Business Building Incentive Plan as outlined earlier in this Proxy Statement.

(e)Amount reflects aggregate change in the value of accumulated benefits under the Pension Plan and Supplemental Pension Plan between December 31 of the year indicated and December 31 of the prior year. The amount represents the increase due to an additional year of service; increases in average annual compensation; increases or decreases due to the passage of time; and increases or decreases due to changes in assumptions. Assumptions for 2020 are described in footnotes to the Pension Benefits table included later in this Proxy Statement. Amounts are based upon the earliest retirement age at which the individual can receive unreduced benefits, which for Mr. Gim is age 65. The present value calculation for the Pension Plan reflects a 50% probability that the pension is paid as a lump sum and a 50% probability that it is paid as a life annuity. The present value calculation for the Supplemental Pension Plan assumes payment as a life annuity.

(f)The following table shows the components of this column for 2020:


Named Executive Officer	Life and Disability Insurance ($)		Cash in Lieu of Benefits ($)	Employer Contributions		Country Club Membership ($)	Auto and Parking Allowance ($)	Value of Non-cash Items ($)	Total ($)
				401(k) Plan ($)	Nonqualified Plan ($)
Handy	5,974	(1)	—	19,950	55,622	8,655	12,360	—	102,561
Gim	95		—	8,550	2,397	3,392	8,760	—	23,194
Ohsberg	399		—	19,839	2,204	—	—	—	22,442
Ryan	399		1,500	19,950	1,325	7,010	2,580	—	32,764
Hagerty	399		—	19,208	2,134	7,000	2,760	—	31,501

(1)Amount listed includes a disability insurance premium of $5,879. All other amounts reflect life insurance premiums.

(g)Reflects the fair value of the performance share unit grants based on the grant date probable outcome assumption of relative performance at the 70th percentile; the maximum value of this award assuming performance at the highest level for Ms. Ryan and Messrs. Handy, Gim, Ohsberg and Hagerty is $252,544; $756,262; $365,470; $284,026 and $252,544, respectively.

(h)Reflects the fair value of the performance share unit grants based on the grant date probable outcome assumption of relative performance at the 70th percentile; the maximum value of this award assuming performance at the highest level for Ms. Ryan and Messrs. Handy, Gim, Ohsberg and Hagerty is $264,350; $761,328; $380,664; $296,072; and $264,350, respectively.

(i)Amounts reflect the fair value of the performance share unit grants made in 2018. The following table summarizes the grant date fair value and maximum value of each grant:


Named Executive Officer	Annual Grant		One-time Promotional Grant		Total Grant Value
	Grant Date Fair Value (1)	Maximum Value (2)	Grant Date Fair Value (1)	Maximum Value (2)	Grant Date Fair Value (1)	Maximum Value (2)
Handy	478,485	683,550	210,382	300,545	688,867	984,095
Gim	235,445	336,350	105,571	150,815	341,016	487,165
Ohsberg	182,280	260,400	—	—	182,280	260,400
Ryan	165,191	235,988	—	—	165,191	235,988
Hagerty	165,191	235,988	—	—	165,191	235,988

(1)Reflects the fair value of the performance share grant based on the grant date probable outcome assumption of relative performance at the 70th percentile.

(2)Represents the maximum value of this award assuming performance at the highest level.

______________________

Washington Trust Bancorp, Inc. | ~~2019~~2021 Proxy Statement | 35


~~(h)~~	~~Amounts reflect the fair value of the performance share unit grants made in 2018. The following table summarizes the grant date fair value and maximum value of each grant:~~

Named Executive Officer Annual Grant One-time Promotional Grant Total Grant Value
Grant Date Fair Value (1) Maximum Value (2) Grant Date Fair Value (1) Maximum Value (2) Grant Date Fair Value (1) Maximum Value (2)
Handy 478,485
683,550
210,382
300,545
688,867
984,095
Gim 235,445
336,350
105,571
150,815
341,016
487,165
Ohsberg 182,280
260,400
—
—
182,280
260,400
Ryan 165,191
235,988
—
—
165,191
235,988
Hagerty 165,191
235,988
—
—
165,191
235,988


~~(1)~~	~~Reflects the fair value of the performance share grant based on the grant date probable outcome assumption of relative performance at the 70th percentile.~~


~~(2)~~	~~Represents the maximum value of this award assuming performance at the highest level.~~

~~(i)~~

Reflects the fair value of the performance share unit grants based on the grant date probable outcome assumption of relative performance at the 75th percentile; the maximum value of this award assuming performance at the highest level for Messrs. Handy, Gim, Hagerty, MarcAurele and Devault is $342,210; $228,140; $228,140, $699,975; and $331,840, respectively. The final awards earned upon retirement by Mr. MarcAurele and Mr. Devault are detailed in the Option Exercises and Stock Vested table later in this Proxy Statement.

~~(j)~~

Reflects the fair value of the performance share unit grants based on the grant date probable outcome assumption of relative performance at the 70th percentile; the maximum value of this award assuming performance at the highest level for Messrs. Handy, Gim, Hagerty, MarcAurele and Devault is $332,212; $223,882; $223,882; $686,090; and $324,990, respectively. The final awards earned upon retirement by Mr. MarcAurele and Mr. Devault are detailed in the Option Exercises and Stock Vested table later in this Proxy Statement.


~~(k)~~	~~Mr. MarcAurele retired on March 2, 2018.~~


~~(l)~~	Amount reflects $121,619 in salary paid prior to Mr. MarcAurele’s retirement on March 2, 2018, and Board and Committee retainers totaling $46,000 paid in connection with his service as a non-employee director following retirement.


~~(m)~~	Amount listed reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for a restricted stock unit award granted on April 24, 2018 to Mr. MarcAurele in his capacity as a non-employee director. Assumptions related to the financial reporting of restricted stock units are presented in Note 18 to the Consolidated Financial Statements presented in the 2018 Form 10-K.


~~(n)~~	~~Mr. Devault retired on January 31, 2018.~~

~~Washington Trust Bancorp, Inc.~~
| ~~2019 Proxy Statement | 36~~

Grants of Plan-Based Awards

The following table contains information concerning grants of plan-based awards under our cash and equity incentive plans to the named executive officers during the year ended December 31, ~~2018.~~2020.


GRANTS OF PLAN-BASED AWARDS
		Estimated Future Payouts Under Non-Equity Incentive Plan Awards				Estimated Future Payouts Under Equity Incentive Plan Awards				All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)		Threshold (#)	Target (#)	Maximum (#)
Handy	03/16/20	157,443	314,885	472,328	(a)
	03/16/20					5,525	11,050	22,100	(b)	—	—	—	529,383	(c)
Gim	03/16/20	72,979	145,957	218,936	(a)
	03/16/20					2,670	5,340	10,680	(b)	—	—	—	255,829	(c)
Ohsberg	03/16/20	55,109	110,218	165,327	(a)
	03/16/20					2,075	4,150	8,300	(b)	—	—	—	198,818	(c)
Ryan	03/16/20	45,590	91,179	136,769	(a)
	03/16/20	22,500	90,000	135,000	(d)
	03/16/20					1,845	3,690	7,380	(b)	—	—	—	176,781	(c)
Hagerty	03/16/20	53,355	106,710	160,065	(a)
	03/16/20					1,845	3,690	7,380	(b)	—	—	—	176,781	(c)

(a)Reflects the 2020 threshold, target and maximum award available under the Annual Performance Plan. Awards under the Annual Performance Plan are based upon achievement of both corporate and individual goals. Threshold awards assume corporate performance at 80% of plan (resulting in a 50% payout on the corporate performance component) and individual performance at 50%. This plan is described under the heading “Compensation Discussion and Analysis - Short-Term Cash Incentive Compensation” earlier in this Proxy Statement. Actual awards are reflected in the Summary Compensation Table. The grant date represents the date that the terms were approved by the Committee.

(b)Reflects the threshold, target and maximum number of shares available under the performance share unit award granted on March 16, 2020. This grant is described under the heading “Compensation Discussion and Analysis - Long-Term Equity Compensation (Performance-Based Equity)” earlier in this Proxy Statement.

(c)For purposes of this table, we have assumed that relative performance will be at the 70th percentile, resulting in a 140% award. The actual number of shares that will be earned will depend on the Corporation’s relative performance during the performance measurement period and, therefore, actual amounts may be different.

(d)Reflects the 2020 threshold, target and maximum award available under the Wealth Management Business Building Incentive Plan. This plan is described under the heading “Compensation Discussion and Analysis - Short-Term Cash Incentive Compensation” earlier in this Proxy Statement. The actual award is reflected in the Summary Compensation Table. The grant date represents the date the terms were approved by the Compensation Committee.

______________________

GRANTS OF PLAN-BASED AWARDS
Estimated Future Payouts Under Non-Equity Incentive Plan Awards Estimated Future Payouts Under Equity Incentive Plan Awards All Other Stock Awards: Number of Shares of Stock or Units (#) All Other Option Awards: Number of Securities Underlying Options (#) Exercise or Base Price of Option Awards ($/Sh) Grant Date Fair Value Of Stock And Option Awards
Name Grant Date
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Handy 03/06/18 $143,750 $287,500 $431,250 (a)
01/18/18 3,150
6,300
12,600
(b) $478,485 (d)
01/18/18 1,385
2,770
5,540
(c) — — —
$210,382 (d)
Gim 03/06/18 $68,000 $136,000 $204,000 (a)
01/18/18 1,550
3,100
6,200
(b) $235,445 (d)
01/18/18 695
1,390
2,780
(c) — — —
$105,571 (d)
Ohsberg 03/06/18 $51,450 $102,900 $154,350 (a)
01/18/18 1,200
2,400
4,800
(b) — — —
$182,280 (d)
Ryan 03/06/18 $42,690 $85,380 $128,070 (a)
03/06/18 $22,500 $90,000 $135,000 (e)
01/18/18 1,088
2,175
4,350
(b) — — —
$165,191 (d)
Hagerty 03/06/18 $49,000 $98,000 $147,000 (a)
01/18/18 1,088
2,175
4,350
(b) — — —
$165,191 (d)
MarcAurele 03/06/18 $30,405 $60,810 $91,215 (a) (g)
530
(f) — —

Devault 03/06/18 $7,476 $14,952 $22,428 (a) (g) — — —

~~(a)~~

Reflects the 2018 threshold, target and maximum award available under the Annual Performance Plan. Awards under the Annual Performance Plan are based upon achievement of both corporate and individual goals. Threshold awards assume corporate performance at 80% of plan (resulting in a 50% payout on the corporate performance component) and individual performance at 50%. This plan is described under the heading “Compensation Discussion and Analysis - Short-Term Cash Incentive Compensation” earlier in this Proxy Statement. Actual awards are reflected in the Summary Compensation Table. The grant date represents the date that the terms were approved by the Committee.


~~(b)~~	Reflects the threshold, target and maximum number of shares available under the performance share unit award granted on January 18, 2018. This grant is described under the heading “Compensation Discussion and Analysis - Long-Term Equity Compensation (Performance-Based Equity)” earlier in this Proxy Statement.


~~(c)~~	Reflects the threshold, target and maximum number of shares available under the one-time promotional performance share unit award granted on January 18, 2018. This grant is described under the heading “Compensation Discussion and Analysis - Long-Term Equity Compensation (Performance-Based Equity)” earlier in this Proxy Statement.


~~(d)~~	For purposes of this table, we have assumed that relative performance will be at the 70th percentile, resulting in a 140% award. The actual number of shares that will be earned will depend on the Corporation’s relative performance during the performance measurement period and, therefore, actual amounts may be different.

~~(e)~~

Reflects the 2018 threshold, target and maximum award available under the Wealth Management Business Building Incentive Plan. This plan is described under the heading “Compensation Discussion and Analysis - Short-Term Cash Incentive Compensation” earlier in this Proxy Statement. The actual award is reflected in the Summary Compensation Table. The grant date represents the date the terms were approved by the Compensation Committee.


~~(f)~~	~~Reflects a restricted stock unit grant on April 24, 2018 to Mr. MarcAurele in his capacity as a non-employee director.~~


~~(g)~~	~~Reflects the pro-rated threshold, target and maximum awards based on the retirement dates for each of Messrs. MarcAurele and Devault of March 2, 2018 and January 31, 2018, respectively.~~

Washington Trust Bancorp, Inc. | ~~2019~~2021 Proxy Statement | 3736

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information with respect to the named executive officers concerning unexercised stock option awards and unvested stock awards as of December 31, ~~2018.~~2020.


OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Name	Option Awards					Stock Awards
	Number of Securities Underlying Unexercised Options (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($) (a)	Equity Incentive Plan Awards:
									Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (a)
	Exercisable	Unexercisable
Handy						9,450	(b)	423,360
									14,400	(c)	645,120
									22,100	(d)	990,080
									5,540	(e)	248,192
Gim						4,650	(b)	208,320
									7,200	(c)	322,560
									10,680	(d)	478,464
									2,780	(e)	124,544
Ohsberg						3,600	(b)	161,280
						2,000	(f)	89,600
									5,600	(c)	250,880
									8,300	(d)	371,840
Ryan	2,000			$40.25	10/18/2026
	1,800			$58.05	10/17/2027

						3,263	(b)	146,182
									5,000	(c)	224,000
									7,380	(d)	330,624
Hagerty	2,000			$24.73	7/9/2022
						3,263	(b)	146,182			—
									5,000	(c)	224,000
									7,380	(d)	330,624

(a)Based upon December 31, 2020 fair market value of $44.80.

(b)Amount represents a performance share unit award that was based on the Corporation’s relative performance during the performance measurement period beginning January 1, 2018 and ending December 31, 2020, and was further subject to a time-based vesting period, which ended on January 19, 2020. For purposes of this table, we have estimated that the Corporation’s relative performance will be at a percentile ranking of 75.0, resulting in 150.0% of the target award being earned. Final performance results will be ascertained in early 2020, and may be different than the amount listed in this table.

(c)The actual number of shares that will be earned under this award depends on the Corporation’s relative performance during the performance measurement period beginning on January 1, 2019 and ending December 31, 2021. We estimate relative performance at the percentile ranking of 75.0, resulting in a 150.0% award. As the instructions indicate, when performance is assumed to have exceeded the threshold, this table shall be based on the next higher performance measure that exceeds that assumed performance level. Accordingly, we have included the maximum number of shares that can be earned. Actual results may be different.

(d)The actual number of shares that will be earned under this award depends on the Corporation’s relative performance during the performance measurement period beginning on January 1, 2020 and ending December 31, 2022. We estimate relative performance at the percentile ranking of 70.0 resulting in a 140.0% award. As the instructions indicate, when performance is assumed to have exceeded the threshold, this table shall be based on the next higher performance measure that exceeds that assumed performance level. Accordingly, we have included the maximum number of shares that can be earned. Actual results may be different.

(e)The actual number of shares that will be earned under this award depends on the Corporation’s relative performance during the performance measurement period beginning on January 1, 2018 and ending December 31,

Washington Trust Bancorp, Inc. | 2021 Proxy Statement | 37

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Name Option Awards Stock Awards
Number of Securities Underlying Unexercised Options (#) Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) (a) Equity Incentive Plan Awards:
Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (a)
Exercisable Unexercisable
Handy

6,440
(b) $306,093

6,600
(c) $313,698

12,600
(d) $598,878
5,540
(e) $263,316
Gim 4,100

$17.52 6/1/2020

4,340
(b) $206,280
4,400
(c) $209,132
6,200
(d) $294,686
2,780
(e) $132,133
Ohsberg

2,000
(f) $95,060

4,800
(d) $228,144

Ryan

2,000
(g)
$40.25 10/18/2026

1,800
(h) $58.05 10/17/2027
500
(i) $23,765
500
(j) $23,765

4,350
(d) $206,756

Hagerty 4,000

$24.73 7/9/2022

4,340
(b) $206,280

4,400
(c) $209,132

4,350
(d) $206,756
MarcAurele 530
(k) $25,191

Devault 2,800
$17.52 6/1/2020


~~(a)~~	~~Based upon December 31, 2018 fair market value of $47.53.~~

~~(b)~~

~~Amount represents a performance share unit award that was based on the Corporation’s relative performance during the performance measurement period beginning January 1,~~ ~~2016~~ and ending December 31, 2018, and was further subject to a time-based vesting period, which ended on January 20, 2019. For purposes of this table, we have estimated that the Corporation’s relative performance will be at a percentile ranking of 70.0, resulting in 140.0% of the target award being earned. Final performance results will be ascertained in early 2019, and may be different than the amount listed in this table.

~~(c)~~

The actual number of shares that will be earned under this award depends on the Corporation’s relative performance during the performance measurement period beginning on January 1, 2017 and ending December 31, 2019.2022. We estimate relative performance at the percentile ranking of 75.0, resulting in a 150.0% award. As the instructions indicate, when performance is assumed to have exceeded the threshold, this table shall be based on the next higher performance measure that exceeds that assumed performance level. Accordingly, we have included the maximum number of shares that can be earned. Actual results may be different.


~~(d)~~	The actual number of shares that will be earned under this award depends on the Corporation’s relative performance during the performance measurement period beginning on January 1, 2018 and ending December 31, 2020. We estimate relative performance at the percentile ranking of 70.0, resulting in a 140.0% award. As the

~~Washington Trust Bancorp, Inc.~~ | ~~2019 Proxy Statement | 38~~

instructions indicate, when performance is assumed to have exceeded the threshold, this table shall be based on the next higher performance measure that exceeds that assumed performance level. Accordingly, we have included the maximum number of shares that can be earned. Actual results may be different.

~~(e)~~

The actual number of shares that will be earned under this award depends on the Corporation’s relative performance during the performance measurement period beginning on January 1, 2018 and ending December 31, 2022. We estimate relative performance at the percentile ranking of 70.0, resulting in a 140.0% award. As the instructions indicate, when performance is assumed to have exceeded the threshold, this table shall be based on the next higher performance measure that exceeds that assumed performance level. Accordingly, we have included the maximum number of shares that can be earned. Actual results may be different.


~~(f)~~	~~This restricted stock unit grant will become fully vested on June 1, 2022.~~


~~(g)~~	~~This nonqualified stock option grant will become fully vested on October 18, 2019.~~


~~(h)~~	~~This nonqualified stock option grant will become fully vested on October 17, 2020.~~


~~(i)~~	~~This restricted stock unit grant will become fully vested on October 18, 2019.~~


~~(j)~~	~~This restricted stock unit grant will become fully vested on October 17, 2020.~~


~~(k)~~	Mr. MarcAurele retired on March 2, 2018. This restricted stock unit award was granted to Mr. MarcAurele on April 24, 2018 for his service as a director and becomes vested on the three-year anniversary of the grant, provided Mr. MarcAurele continues his service as a director through that date.

(f)This restricted stock unit grant will become fully vested on June 1, 2022.

______________________

~~Washington Trust Bancorp, Inc.~~ | ~~2019 Proxy Statement | 39~~

Option Exercises and Stock Vested

The following table sets forth information with respect to the named executive officers concerning the exercise of stock options and stock awards that vested during the year ended December 31, ~~2018.~~2020.


OPTION EXERCISES AND STOCK VESTED
	Option Awards			Stock Awards
Named Executive Officer	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Handy	—		—	4,838	(a)	196,326	(b)
Gim	4,100	(c)	45,715	3,225	(a)	130,871	(b)
Ohsberg	—		—	—		—
Ryan	—		—	500		16,620
Hagerty	—		—	3,225	(a)	130,871	(b)

(a)Amounts shown represent the final award under a performance share unit grant made on January 19, 2017. This performance share unit award and related performance results are discussed in the “Compensation Discussion and Analysis - Long-Term Equity Incentive Compensation (Performance-Based Equity)” earlier in this Proxy Statement. Taking into consideration shares withheld for payment of applicable taxes, Messrs. Handy, Gim and Hagerty acquired a net amount of 2,645; 1,462; and 1,462 shares, respectively.

(b)Amounts shown represent the value of shares earned and related dividends on the date performance results were certified by the Committee.

(c)Amount shown represents the number of options exercised. Taking into consideration shares exchanged for option exercise price and tax withholding, Mr. Gim acquired a net amount of 879 shares.

OPTION EXERCISES AND STOCK VESTED
Option Awards Stock Awards
Named Executive Officer Number of Shares Acquired on Exercise (#) Value Realized on Exercise ($) Number of Shares Acquired on Vesting (#) Value Realized on Vesting ($)
Handy —
—
9,321
(a) 519,173
(b)
Gim —
—
3,881
(c) 225,525
(d)
Ohsberg —
—
—
—

Ryan —
—
—
—

Hagerty 1,000

60,150

3,881
(c) 225,525
(d)
MarcAurele —
—
23,578
(e) 1,349,421
(d)
Devault —
—
11,135
(f) 637,793
(d)

~~(a)~~

Amount shown represents the final award under a performance share unit grant made on January 20, 2015, as well as 3,500 restricted stock units that vested during the year. This performance share unit award and related performance results are discussed in the “Compensation Discussion and Analysis - Long-Term Equity Incentive Compensation (Performance-Based Equity)” earlier in this Proxy Statement. Taking into consideration shares withheld for payment of applicable taxes, Mr. Handy acquired a net amount of 3,182 shares from his performance share unit award and 1,914 shares from the vesting of his restricted stock units.


~~(b)~~	Amount shown represents the value of shares earned and related dividends on the date performance results were certified by the Committee for the performance share unit grant made on January 20, 2015 and the value of restricted stock units that vested during the year.

~~(c)~~

Amount shown represents the final award under a performance share unit grant made on January 20, 2015. This performance share unit award and related performance results are discussed in the “Compensation Discussion and Analysis - Long-Term Equity Incentive Compensation (Performance-Based Equity)” earlier in this Proxy Statement. Taking into consideration shares withheld for payment of applicable taxes, Messrs. Gim and Hagerty acquired a net amount of 2,122 and 2,123 shares, respectively.


~~(d)~~	~~Amount shown represents the value of shares earned and related dividends on the date performance results were certified by the Committee.~~

~~(e)~~

Amount shown represents the final award under a performance share unit grant made on January 20, 2015 as well as the performance share unit grants made on January 20, 2016 and January 19, 2017, which vested on a prorated basis upon Mr. MarcAurele’s retirement on March 2, 2018. These performance share unit awards and related performance results are discussed in the “Compensation Discussion and Analysis - Long-Term Equity Incentive Compensation (Performance-Based Equity)” earlier in this Proxy Statement. Taking into consideration shares withheld for payment of applicable taxes, Mr. MarcAurele acquired a net amount of 15,551 shares.

~~(f)~~

Amount shown represents the final award under a performance share unit grant made on January 20, 2015 as well as the performance share unit grants made on January 20, 2016 and January 19, 2017, which vested on a prorated basis upon Mr. Devault’s retirement on January 31, 2018. These performance share unit awards and related performance results are discussed in the “Compensation Discussion and Analysis - Long-Term Equity Incentive Compensation (Performance-Based Equity)” earlier in this Proxy Statement. Taking into consideration shares withheld for payment of applicable taxes, Mr. Devault acquired a net amount of 7,880 shares.

Washington Trust Bancorp, Inc. | ~~2019~~2021 Proxy Statement | 4038

Pension Benefits

The following table sets forth information with respect to the pension benefits of the named executive officers. Information about the Pension Plan and Supplemental Pension Plan can be found under the heading “Compensation Discussion and Analysis - Retirement and Other Benefits” earlier in this Proxy Statement. Messrs. Handy, Ohsberg ~~Hagerty~~ and ~~MarcAurele~~Hagerty and Ms. Ryan are not eligible to participate in these retirement plans, and therefore, are excluded from the table.

PENSION BENEFITS
Named Executive Officer Plan Name Number of Years Credited Service (#) Present Value of Accumulated Benefit ($) (a) Payments During Last Fiscal Year ($)
Devault Pension Plan 31.3 1,790,210
107,414
(b)
Supplemental Pension Plan 31.3 1,958,228
113,913
(b) (c)
Gim Pension Plan 25.3 837,091
—

Supplemental Pension Plan 25.3 659,008
—

~~(a)~~

Present value of accumulated benefits under the Pension Plan and Supplemental Pension Plan as of December 31, 2018, determined using mortality assumptions after benefit commencement based on the RP-2014 Mortality Tables projected back to 2006 using the MP-2014 projection scale and projected forward generationally using Scale MP-2017 (generational) with no mortality assumption prior to benefit commencement and other assumptions consistent with those presented in Note 17 to the Consolidated Financial Statements presented in the 2018 Form 10-K, except that retirement age for Mr. Devault is based on his actual benefit commencement date of February 1, 2018 and for Mr. Gim is based upon age 65, the earliest retirement age at which he can receive unreduced benefits. Present value is expressed as a lump-sum; however, the Supplemental Pension Plan does not provide for payment of benefits in a lump-sum, but rather payment only in the form of an annuity with monthly benefit payments. The present value calculation for the Pension Plan reflects a 50% probability that the pension is paid as a lump sum and a 50% probability that it is paid as a life annuity. The present value calculation for the Supplemental Pension Plan assumes payment as a life annuity.


~~(b)~~	~~Mr. Devault commenced benefits as of February 1, 2018. Amount reflects the actual amount and form of benefit elected which was the 75% joint and survivor annuity.~~


~~(c)~~	~~Payment under this plan was delayed for six months in accordance with Code Section 409A, and therefore, amount listed includes interest paid on such delayed payments.~~


PENSION BENEFITS
Named Executive Officer	Plan Name	Number of Years Credited Service (#)	Present Value of Accumulated Benefit ($) (a)	Payments During Last Fiscal Year ($)
Gim	Pension Plan	27.3	1,399,797	—
	Supplemental Pension Plan	27.3	1,369,264	—

~~Washington Trust Bancorp, Inc.~~ (a)| ~~2019 Proxy Statement | 41~~Present value of accumulated benefits under the Pension Plan and Supplemental Pension Plan as of December 31, 2020, determined using mortality assumptions after benefit commencement based on the PRI-2012 Mortality Table and projected forward using Scale MP-2020 (generational) with no mortality assumption prior to benefit commencement and other assumptions consistent with those presented in Note 17 to the Consolidated Financial Statements presented in the 2020 Form 10-K, except that retirement age for Mr. Gim is based upon age 65, the earliest retirement age at which he can receive unreduced benefits. Present value is expressed as a lump-sum; however, the Supplemental Pension Plan does not provide for payment of benefits in a lump-sum, but rather payment only in the form of an annuity with monthly benefit payments. The present value calculation for the Pension Plan reflects a 50% probability that the pension is paid as a lump sum and a 50% probability that it is paid as a life annuity. The present value calculation for the Supplemental Pension Plan assumes payment as a life annuity.

______________________

Nonqualified Deferred Compensation Plan

We provide executives with the opportunity to defer up to 100% of regular base salary earnings (but not below the level sufficient to cover any required withholding taxes and any elected benefit plan deductions) and annual bonus earnings into the Nonqualified Deferred Compensation Plan. This plan also provides certain employer contributions, as described earlier in this Proxy Statement.

The following table outlines employee and employer contributions to the Nonqualified Deferred Compensation Plan, earnings on plan balances during the year and the aggregate amount of all plan obligations as of December 31, ~~2018.~~

2020.

NONQUALIFIED DEFERRED COMPENSATION
Named Executive Officer Executive Contributions in Last FY ($) (a) Registrant Contributions in Last FY ($) (b) Aggregate Earnings in Last FY ($) Aggregate Withdrawals/ Distributions ($) Aggregate Balance at Last FYE ($) (c)
Handy 78,538
49,750
(46,400) —
633,861
Gim 15,000
1,950
(24,600) —
363,225
Ohsberg 35,900
2,058
(3,989) —
49,833
Ryan —
672
3 —
675
Hagerty 24,500
980
(10,203) —
180,767
MarcAurele 349,841
6,081
(100,325) —
3,602,837
Devault 151,929
—
(23,708) —
271,380


~~(a)~~	Reflects deferrals of salary and bonus payments that were accrued under the Nonqualified Deferred Compensation Plan during 2018. Salary amounts are disclosed in the Summary Compensation Table under the year 2018. Bonus amounts are disclosed in the Summary Compensation Table under the year 2017.

~~(b)~~

Represents credits for amounts that would have been contributed by the Bank under the 401(k) Plan, but for certain IRS limitations, as described earlier in this Proxy Statement. Messrs. Handy and MarcAurele’s credit also includes a contribution of 5% of their salary, or $28,750 and $6,081, respectively, which are described earlier in this Proxy Statement. These amounts are disclosed in the Summary Compensation Table, under All Other Compensation in 2018.


~~(c)~~	Includes employee and employer contributions that have been reflected in the Summary Compensation Table in this Proxy Statement and previous proxy statements as outlined in the table below. Aggregate balance may also include amounts contributed when the executive was not a named executive officer; such amounts were not reported in previous proxy statements.


NONQUALIFIED DEFERRED COMPENSATION
Named Executive Officer	Executive Contributions in Last FY ($) (a)	Registrant Contributions in Last FY ($) (b)	Aggregate Earnings in Last FY ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE ($) (c)
Handy	190,466	55,622	328,672	—	1,571,234
Gim	25,000	2,397	118,947	—	633,703
Ohsberg	41,991	2,204	23,785	—	176,382
Ryan	—	1,325	311	—	3,508
Hagerty	40,989	2,134	42,272	—	330,113

Named Executive Officer 2018 ($) Previous Years ($) Total Reported ($)
Handy 128,288
414,330
542,618
Gim 16,950
92,700
109,650
Ohsberg 37,958
—
37,958
Ryan 672
—
672
Hagerty 25,480
113,730
139,210
MarcAurele 355,922
2,842,993
3,198,915
Devault 151,929
105,468
257,397
(a)Reflects deferrals of salary and bonus payments that were accrued under the Nonqualified Deferred Compensation Plan during 2020. Salary amounts are disclosed in the Summary Compensation Table under the year 2020. Bonus amounts are disclosed in the Summary Compensation Table under the year 2019.

(b)Represents credits for amounts that would have been contributed by the Bank under the 401(k) Plan, but for certain IRS limitations, as described earlier in this Proxy Statement. Mr. Handy’s credit also includes a contribution of 5% of his salary, or $31,489, which is described earlier in this Proxy Statement. This amount is disclosed in the Summary Compensation Table, under All Other Compensation in 2020.

(c)Includes employee and employer contributions that have been reflected in the Summary Compensation Table in this Proxy Statement and previous proxy statements as outlined in the table below. Aggregate balance may also

Washington Trust Bancorp, Inc. | ~~2019~~2021 Proxy Statement | 4239

include amounts contributed when the executive was not a named executive officer; such amounts were not reported in previous proxy statements.


Named Executive Officer	2020 ($)	Previous Years ($)	Total Reported ($)
Handy	246,088	690,575	936,663
Gim	27,397	131,779	159,176
Ohsberg	44,195	81,376	125,571
Ryan	1,325	1,719	3,044
Hagerty	43,123	166,223	209,346

Contributions are credited with earnings/losses based upon the executive’s selection of publicly-traded mutual funds. Investment elections can be changed at any time. The following table summarizes the annual rate of return for the year ended December 31, ~~2018,~~2020, for the investment options.


Fidelity® Blue Chip Growth Fund - Class K6	62.94	%	Vanguard Mid-Cap Index Fund Admiral Shares	13.56	%
John Hancock Funds Disciplined Value Fund Class R6	(2.17)	%	Fidelity® Treasury Money Market Fund	0.25	%
Vanguard 500 Index Fund Admiral Class	13.98	%	Fidelity Freedom® Income Fund	8.93	%
MFS Mid Cap Growth Fund Class R6	27.66	%	Fidelity Freedom® 2005 Fund	9.66	%
MFS Mid Cap Value Fund Class R6	0.12	%	Fidelity Freedom® 2010 Fund	11.06	%
Carillon Eagle Small Cap Growth Fund Class R6	27.00	%	Fidelity Freedom® 2015 Fund	12.42	%
JPMorgan Small Cap Value Fund Class R6	(1.39)	%	Fidelity Freedom® 2020 Fund	13.76	%
Vanguard Small-Cap Index Fund Admiral Shares	10.91	%	Fidelity Freedom® 2025 Fund	14.65	%
Harding Loevner Institutional Emerging Mkts Portfolio	4.43	%	Fidelity Freedom® 2030 Fund	15.59	%
Lazard International Strategic Equity Portfolio Inst. Shares	5.37	%	Fidelity Freedom® 2035 Fund	17.07	%
Vanguard FTSE All-World ex-US Index Fund Admiral Shares	5.33	%	Fidelity Freedom® 2040 Fund	18.16	%
T. Rowe Price Real Estate Fund I Class (a)	(11.28)	%	Fidelity Freedom® 2045 Fund	18.15	%
C&S Institutional Realty Shares (b)	(5.64)	%	Fidelity Freedom® 2050 Fund	18.18	%
Loomis Sayles Core Plus Bond Fund Class N	10.13	%	Fidelity Freedom® 2055 Fund	18.20	%
PIMCO Low Duration Fund Class Institutional Class	3.20	%	Fidelity Freedom® 2060 Fund	18.12	%
Vanguard Inflation-Protected Securities Fund Admiral Shares	9.73	%	Fidelity Freedom® 2065 Fund	18.05	%
Vanguard Total Bond Market Index Fund Admiral Shares	7.55	%

Fidelity® Blue Chip Growth Fund - Class K 1.16 % Fidelity Freedom® 2005 Fund (2.59 )%
John Hancock Funds Disciplined Value Fund Class I (9.58 )% Fidelity Freedom® 2010 Fund (3.56 )%
Vanguard 500 Index Fund Admiral Class (4.43 )% Fidelity Freedom® 2015 Fund (4.42 )%
Goldman Sachs Growth Opportunities Fund Institutional Class (4.97 )% Fidelity Freedom® 2020 Fund (5.20 )%
MFS® Mid Cap Value Fund Class R6 (11.31 )% Fidelity Freedom® 2025 Fund (5.87 )%
Vanguard Mid-Cap Index Fund Admiral Shares (9.23 )% Fidelity Freedom® 2030 Fund (7.03 )%
Carillon Eagle Small Cap Growth Fund Class R5 (10.16 )% Fidelity Freedom® 2035 Fund (8.42 )%
JPMorgan Small Cap Value Fund Class R5 (13.93 )% Fidelity Freedom® 2040 Fund (8.96 )%
Vanguard Small-Cap Index Fund Admiral Shares (9.31 )% Fidelity Freedom® 2045 Fund (8.91 )%
Harding Loevner Institutional Emerging Mkts Portfolio (18.63 )% Fidelity Freedom® 2050 Fund (8.92 )%
Lazard International Strategic Equity Portfolio Inst. Shares (10.35 )% Fidelity Freedom® 2055 Fund (8.94 )%
Vanguard FTSE All-World ex-US Index Fund Admiral Shares (13.95 )% Fidelity Freedom® 2060 Fund (8.92 )%
T. Rowe Price Real Estate Fund (8.99 )% Fidelity Freedom® Income Fund (1.88 )%
Loomis Sayles Core Plus Bond Fund Class Y (0.69 )% PIMCO Low Duration Fund Class P 0.41 %
Vanguard Total Bond Market Index Fund Admiral Shares (0.03 )% Fidelity® Treasury Money Market Fund 1.48 %
Vanguard Inflation-Protected Securities Fund Admiral Shares (1.39 )%
(a) Fund was available for selection as an investment benchmark from January 1, 2020 through February 24, 2020.

(b) Fund was available for selection as an investment benchmark from February 25, 2020 through December 31, 2020.

_______________________

Upon election to defer income, the individual must also elect distribution timing and form of payment. In-service distributions may be in a lump sum payable in a specific year or in four annual installments commencing in the year a named student reaches age 18. Accounts may also be distributed commencing in the year following retirement in a lump sum or annual installments over five or ten years. Retirement is defined as separation from employment after age 65 or after age 55 with 10 or more years of service for executives, and for directors as termination of directorship after age 55. Employer contributions are always payable in a lump sum in the year following separation. In the event of pre-retirement separation, accounts become payable in a lump sum in the following year, regardless of distribution election.

The Nonqualified Deferred Compensation Plan has been restated to comply with Section 409A of the Code, which imposed new rules on deferred compensation programs. These rules generally apply to amounts deferred after December 31, 2004 and related earnings (“post-409A accounts”). Amounts deferred prior to January 1, 2005 and related earnings (“grandfathered balances”) are subject to the rules applicable prior to the effective date of Section 409A. Participants may change distribution timing and form on grandfathered balances, provided a full calendar year passes between the year in which the change was requested and the new distribution date. Distribution elections on post-409A accounts may only be changed if (a) the new election is made at least 12 months before the first scheduled payment; (b) the distribution or first installment is delayed at least five years from the originally scheduled payment date; and (c) the new

Washington Trust Bancorp, Inc. | 2021 Proxy Statement | 40

election is not effective until at least 12 months have elapsed. Participants can receive an early distribution of grandfathered balances, less a withdrawal penalty equal to 10% of the participant’s total grandfathered balance. In the event of an unforeseeable emergency, executives and directors may receive a distribution from grandfathered balances and/or post-409A accounts, to the extent necessary to meet the emergency and resulting income tax and penalties, subject to certain limitations outlined in the plan.

Potential Post-Employment Payments

The named executive officers are entitled to certain compensation in the event of termination of such executive’s employment. ~~Because Messrs. MarcAurele and Devault have retired as of the date of this Proxy Statement, and did not receive any severance payments or benefits in connection with their~~

~~Washington Trust Bancorp, Inc.~~ | ~~2019 Proxy Statement | 43~~

~~retirement, this~~This section discusses ~~only~~these potential post-employment payments, ~~to Messrs. Handy, Gim, Ohsberg and Hagerty and Ms. Ryan,~~ assuming separation from employment on December 31, ~~2018.~~2020.

Severance Pay and Benefit Continuation

We do not have an employment contract with any named executive officer. Therefore, no severance benefit is payable and there is no continuation of benefit coverage in the event of a named executive officer’s voluntary or involuntary termination, retirement, disability, or death. Severance and benefit continuation are available in the event of a change in control as discussed in the Potential Post-Employment Payments table presented later in this section.

Retirement Benefits Payable

We consider retirement as separation from service after age 65 or after age 55 with ten years of service. None of the named executive officers were eligible to retire as of December 31, ~~2018.~~2020.

As noted earlier, Mr. Gim is eligible to participate in the Pension Plan and Supplemental Pension Plan (collectively, the “Defined Benefit Retirement Plans”). Retirement benefits are not enhanced in the event of Mr. Gim’s voluntary or involuntary termination, retirement, disability or death, nor a change of control of the Corporation. The following table outlines the annual benefits available under the Defined Benefit Retirement Plans, assuming separation from service on December 31, ~~2018~~2020 under various termination scenarios:


		Annual Benefit Payable under Defined Benefit Retirement Plans(a)
Named Executive Officer	Retirement Plan	Voluntary or Involuntary Termination ($)	Retirement ($)	Death Benefit Payable to Surviving Spouse ($) (b)	Change in Control ($) (c)
Gim	Pension Plan	117,951	—	57,200	117,951
	Supplemental Pension Plan	110,732	—	53,699	110,732

Annual Benefit Payable under Defined Benefit Retirement Plans(a)
Named Executive Officer Retirement Plan Voluntary or Involuntary Termination ($) Retirement ($) Death Benefit Payable to Surviving Spouse ($) (b) Change in Control ($) (c)
Gim Pension Plan 106,189
—
51,497
106,189
Supplemental Pension Plan 79,447
—
38,528
79,447
(a)Amount reflects the annual benefit payable at age 65 in the normal form, which is a life annuity under the Defined Benefit Retirement Plans. The executive is eligible to take the qualified Pension Plan benefit as a lump sum or to commence a reduced benefit at termination. The Supplemental Pension Plan does not provide for payment of benefits in a lump-sum, but rather payment only in the form of an annuity with monthly benefit payments.

~~(a)~~

Amount reflects the annual benefit payable at age 65 in the normal form, which is a life annuity under the Defined Benefit Retirement Plans. The executive is eligible to take the qualified Pension Plan benefit as a lump sum or to commence a reduced benefit at termination. The Supplemental Pension Plan does not provide for payment of benefits in a lump-sum, but rather payment only in the form of an annuity with monthly benefit payments.


~~(b)~~	(b)Amount reflects annual pre-retirement death benefit equal to 50% of the qualified 50% joint and survivor annuity, payable to Mr. Gim’s surviving spouse from his 65^th birthday. (c)Assumes change in control and immediate termination event as described under the heading “Compensation Discussion and Analysis - Change in Control Agreements” earlier in this Proxy Statement.


~~(c)~~	~~Assumes change in control and immediate termination event as described under the heading “Compensation Discussion and Analysis - Change in Control Agreements” earlier in this Proxy Statement.~~

_______________________

Messrs. Handy, Ohsberg and Hagerty and Ms. Ryan are not eligible to participate in the Defined Benefit Retirement Plans.

Vested Equity Awards

Vested stock option grants, if applicable, are outlined in the Outstanding Equity Awards at Fiscal Year End table earlier in this Proxy Statement. A named executive officer may exercise vested stock options at any time through their separation from employment date. The right to exercise vested stock options is forfeited following separation from employment for all reasons other than retirement and death.

In the event of the death of the named executive officer, the right to exercise vested stock option grants would transfer to the named executive officer’s estate and would expire on the three-year anniversary of the

Washington Trust Bancorp, Inc. | 2021 Proxy Statement | 41

date of death. In the event of retirement, the named executive officer would have the right to exercise vested nonqualified stock options for three years following retirement and vested incentive stock options for 90 days following retirement. Notwithstanding the foregoing, all stock options will expire no later than ten years from the date of grant. Messrs. Handy, Gim, Ohsberg and Hagerty and Ms. Ryan were not eligible to retire as of December 31, ~~2018.~~

~~Washington Trust Bancorp, Inc.~~ | ~~2019 Proxy Statement | 44~~

2020.

Information regarding the effect on unvested equity grants in a separation from employment is discussed in the Potential Post-Employment Payments table and accompanying footnotes presented later in this section.

Nonqualified Deferred Compensation Plan

Obligations under the Nonqualified Deferred Compensation Plan generally would become payable in a lump sum in the January following the separation from employment, subject to the six-month delay imposed under Section 409A of the Code. The aggregate balance of the obligations under this plan can be found in the Nonqualified Deferred Compensation table earlier in this Proxy Statement. Plan balances represent accrued liabilities for amounts earned and are not enhanced for any voluntary or involuntary termination.

The following table presents potential post-employment payments assuming separation from service on December 31, ~~2018,~~2020, under various termination scenarios.

POTENTIAL POST-EMPLOYMENT PAYMENTS
Named Executive
Officer
Type of Payment
Involuntary
or Voluntary
Termination
($)
Retirement
($) (a)
Death
($)
Permanent Disability
($)
Change in
Control
($) (b)
Handy Severance (c) —
—
—
—
2,300,138
Intrinsic Value of Accelerated Equity (d)(e) —
—
1,214,240
656,043
1,214,240
Value of Increased Retirement Benefits —
—
—
—
—
Health Benefits (f) —
—
—
—
35,073
Cutback (g) —
—
—
—
—
Total —
—
1,214,240
656,043
3,549,451
Gim Severance (c) —
—
—
—
940,000
Intrinsic Value of Accelerated Equity (d)(e) —
—
704,513
410,719
704,513
Value of Increased Retirement Benefits —
—
—
—
—
Health Benefits (f) —
—
—
—
18,416
Cutback (g) —
—
—
—
(419,902 )
Total —
—
704,513
410,719
1,243,027
Ohsberg Severance (c) —
—
—
—
588,000
Intrinsic Value of Accelerated Equity (d)(e) —
—
260,675
50,620
260,675
Value of Increased Retirement Benefits —
—
—
—
—
Health Benefits (f) —
—
—
—
22,472
Cutback (g) —
—
—
—
(106,139 )
Total —
—
260,675
50,620
765,008
Ryan Severance (c) —
—
—
—
689,200
Intrinsic Value of Accelerated Equity (d)(e) —
—
212,178
45,888
212,178
Value of Increased Retirement Benefits —
—
—
—
—
Health Benefits (f) —
—
—
—
—
Cutback (g) —
—
—
—
(7,928 )
Total —
—
212,178
45,888
893,450
Hagerty Severance (c) —
—
—
—
746,667
Intrinsic Value of Accelerated Equity (d)(e) —
—
544,765
373,653
544,765
Value of Increased Retirement Benefits —
—
—
—
—
Health Benefits (f) —
—
—
—
16,865
Cutback (g) —
—
—
—
(183,830 )
Total —
—
544,765
373,653
1,124,467


~~(a)~~	We define retirement as separation from service after age 65 or after age 55 with ten years of service. None of the named executive officers listed above were eligible to retire on December 31, 2018.


~~(b)~~	~~Assumes change in control and immediate termination event as described under the heading “Compensation Discussion and Analysis - Change in Control Agreements” earlier in this Proxy Statement.~~


POTENTIAL POST-EMPLOYMENT PAYMENTS
Named Executive Officer	Type of Payment	Involuntary or Voluntary Termination ($)	Retirement ($) (a)	Death ($)	Permanent Disability ($)	Change in Control ($) (b)
Handy	Severance (c)	—	—	—	—	2,644,779
	Intrinsic Value of Accelerated Equity (d)(e)	—	—	1,940,900	1,105,911	1,940,900
	Value of Increased Retirement Benefits	—	—	—	—	—
	Health Benefits (f)	—	—	—	—	38,804
	Cutback (g)	—	—	—	—	—
	Total	—	—	1,940,900	1,105,911	4,624,483
Gim	Severance (c)	—	—	—	—	1,063,033
	Intrinsic Value of Accelerated Equity (d)(e)	—	—	954,900	546,444	954,900
	Value of Increased Retirement Benefits	—	—	—	—	—
	Health Benefits (f)	—	—	—	—	18,668
	Cutback (g)	—	—	—	—	(208,216)
	Total	—	—	954,900	546,444	1,828,385
Ohsberg	Severance (c)	—	—	—	—	805,000
	Intrinsic Value of Accelerated Equity (d)(e)	—	—	749,165	376,274	749,165
	Value of Increased Retirement Benefits	—	—	—	—	—
	Health Benefits (f)	—	—	—	—	24,862
	Cutback (g)	—	—	—	—	—
	Total	—	—	749,165	376,274	1,579,027
Ryan	Severance (c)	—	—	—	—	791,833
	Intrinsic Value of Accelerated Equity (d)(e)	—	—	590,330	338,107	590,330
	Value of Increased Retirement Benefits	—	—	—	—	—
	Health Benefits (f)	—	—	—	—	—
	Cutback (g)	—	—	—	—	—
	Total	—	—	590,330	338,107	1,382,163
Hagerty	Severance (c)	—	—	—	—	816,667
	Intrinsic Value of Accelerated Equity (d)(e)	—	—	590,330	338,107	590,330
	Value of Increased Retirement Benefits	—	—	—	—	—
	Health Benefits (f)	—	—	—	—	18,668
	Cutback (g)	—	—	—	—	—
	Total	—	—	590,330	338,107	1,425,665

Washington Trust Bancorp, Inc. | ~~2019~~2021 Proxy Statement | 4542

~~(c)~~

~~Severance payments are based on a multiple of salary and bonus as of December 31, 2018.~~

(a)We define retirement as separation from service after age 65 or after age 55 with ten years of service. None of the named executive officers listed above were eligible to retire on December 31, 2020.

(b)Assumes change in control and immediate termination event as described under the heading “Compensation Discussion and Analysis - Change in Control Agreements” earlier in this Proxy Statement.

(c)Severance payments are based on a multiple of salary and bonus as of December 31, 2020. Multiples are described under the heading “Compensation Discussion and Analysis - Change in Control Agreements” earlier in this Proxy Statement. Bonus-related severance is based on the average of bonuses paid (including awards under the Annual Performance Plan, Wealth Management Business Building Incentive Plan and discretionary bonuses, as applicable) during the three calendar years prior to 2020.

(d)Reflects the value of accelerated equity based upon market closing price of $44.80 on December 31, 2020, as well as the value of dividend equivalents that would become payable under performance share unit award grants. Unvested equity grants are outlined in the Outstanding Equity Awards at Fiscal Year End table earlier in this Proxy Statement. All unvested awards would be forfeited upon voluntary or involuntary termination, and would become fully vested upon a change in control or death. All performance share unit awards would be vested on a pro-rated basis upon permanent disability.

(e)For purposes of this table, we have assumed that the Corporation’s relative performance during the performance measurement period for all 2018 awards was at a percentile ranking of 75.0, resulting in a 150.0% award; for all 2019 awards was at a percentile ranking of 75.0, resulting in a 150.0% award; and for 2020 awards was at a percentile ranking of 70.0, resulting in a 140.0% award, all which were our performance assumptions as of December 31, 2020. Actual results may be different.

(f)Reflects the value of medical and/or dental insurance benefits based on actual 2021 premiums, increased by 8% for years 2 and 3, as applicable.

(g)Reflects a cutback of amounts that exceed the limits imposed by Section 280G of the Code as described under the heading “Compensation Discussion and Analysis - Change in Control Agreements” earlier in this Proxy Statement. Bonus-related severance is based on the average of bonuses paid (including awards under the Annual Performance Plan, Wealth Management Business Building Incentive Plan and discretionary bonuses, as applicable) during the three calendar years prior to 2018.

~~(d)~~

Reflects the value of accelerated equity based upon market closing price of $47.53 on December 31, 2018, as well as the value of dividend equivalents that would become payable under performance share unit award grants. Unvested equity grants are outlined in the Outstanding Equity Awards at Fiscal Year End table earlier in this Proxy Statement. All unvested awards would be forfeited upon voluntary or involuntary termination, and would become fully vested upon a change in control or death. All performance share unit awards would be vested on a pro-rated basis upon permanent disability.

~~(e)~~

~~For purposes of this table, we have assumed that the Corporation’s relative performance during the performance measurement period for all~~ ~~2016~~ ~~awards was at a percentile ranking of 70.0, resulting in a 140.0% award; for all~~ ~~2017~~ ~~awards was at a percentile ranking of 75.0, resulting in a 150.0% award; and for all~~ ~~2018~~ ~~awards was at a percentile ranking of 70.0, resulting in a 140.0% award, which were our performance assumptions as of December 31, 2018. Actual results may be different.~~


~~(f)~~	~~Reflects the value of medical and/or dental insurance benefits based on actual 2019 premiums, increased by 8% for years 2 and 3, as applicable.~~


~~(g)~~	Reflects a cutback of amounts that exceed the limits imposed by Section 280G of the Code as described under the heading “Compensation Discussion and Analysis - Change in Control Agreements” earlier in this Proxy Statement.

_______________________

Chief Executive Officer Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, the following presents information regarding the relationship of the annual total compensation of our median employee and the annual total compensation of Mr. Handy.

As of December ~~27, 2018,~~24, 2020, we employed ~~603~~621 individuals, all of whom were located in the United States. This population consisted of full-time, part-time, and temporary employees. We did not retain or engage any independent contractors or similar workers during ~~2018.~~2020.

To identify the “median employee” from our employee population as of December ~~27, 2018,~~24, 2020, we compared the amount of salary, wages and fringe benefits of all of our employees as reflected in box 1 of Form W-2 for ~~2018.~~2020. Since all of our employees are located in the United States, as is Mr. Handy, we did not make any cost-of-living adjustments in identifying the “median employee.”

Once we identified our median employee, we combined all elements of such employee’s compensation for ~~2018~~2020 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of ~~$62,366.~~$69,461. Mr. Handy’s annual total compensation, as reported in the Summary Compensation Table included elsewhere in this Proxy Statement, was ~~$1,714,555.~~$1,646,713. Based on this information, for ~~2018~~2020 the ratio of the annual total compensation of Mr. Handy, to the annual total compensation of our median employee was ~~27.49~~22.35 to 1.

The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

Washington Trust Bancorp, Inc. | ~~2019~~2021 Proxy Statement | 4643



Director Compensation

Our director compensation philosophy is to provide competitive, fair and reasonable compensation to non-employee directors in order to attract the expertise and leadership necessary to provide strong corporate governance and maximize long-term shareholder value. Further, we believe director compensation should be aligned with the long-term interests of shareholders by creating and encouraging stock ownership.

The Compensation Committee, with the assistance of the compensation consultant, reviews director compensation annually to ensure that it is appropriate, competitive and effective. This process focuses on pay elements; compensation levels and mix; board and committee expertise, structure and roles; and best practices of comparable companies in our industry.

Cash Compensation Paid to Board Members

Board service has evolved in recent years due to technological advances, ever-increasing expectations for responsiveness, and increasing corporate governance requirements. All directors receive a retainer fee for board service, as well as a retainer fee for each committee on which the director serves. Directors do not receive additional remuneration for meeting attendance. We believe that the retainer-only approach better reflects the ‘on call’ nature of board service.

The following chart outlines current non-employee director cash compensation based on role.


	Retainer ($)
	Chair	Member
Board Service:
Corporation’s Board	—	30,000
Bank’s Board	—	—
Additional Compensation for Lead Director	—	5,000
Committee Service:
Executive Committee (a)	—	—
Nominating Committee	9,000	4,000
Audit Committee	25,000	12,000
Compensation Committee	12,000	6,000
Trust Committee (of the Bank)	10,000	6,000
Finance Committee (of the Bank) (b)	—	16,000

Retainer ($)
Chair Member
Board Service:
Corporation’s Board —
30,000
Bank’s Board —
—
Additional Compensation for Lead Director —
5,000
Committee Service:
Executive Committee (a) —
—
Nominating Committee 9,000
4,000
Audit Committee (b) 25,000
12,000
Compensation Committee (c) 12,000
6,000
Trust Committee (of the Bank) 10,000
6,000
Finance Committee (of the Bank) (d) —
16,000
(a)The chairpersons of our five committees serve as the Executive Committee and receive no additional retainer for Executive Committee service.


~~(a)~~	~~The chairpersons of our five committees serve as the Executive Committee and receive no additional retainer for Executive Committee service.~~


~~(b)~~	~~Effective July 1, 2018, the retainer for the Audit Committee Chair increased from $18,000 to $25,000 and the retainer for Audit Committee members increased from $10,000 to $12,000.~~


~~(c)~~	~~Effective July 1, 2018, the retainer for the Compensation Committee Chair increased from $11,000 to $12,000.~~


~~(d)~~	~~The Finance Committee Chair is an employee director and therefore, receives no additional compensation for Board service.~~

(b)The Finance Committee Chair is an employee director and therefore, receives no additional compensation for Board service.

______________________

Equity Compensation

In order to align Board interests with shareholders, non-employee directors typically receive an annual equity grant with a target value equal to the annual Board retainer. All director equity grants vest at the earliest of (i) the three-year anniversary of the grant; (ii) change in control of the Corporation; (iii) the death of the director; or (iv) retirement from the Corporation’s Board as defined in the grant.

~~Washington Trust Bancorp, Inc.~~ | ~~2019 Proxy Statement | 47~~

On April ~~24, 2018,~~28, 2020, the Compensation Committee granted ~~530~~860 restricted stock units to each non-employee director who continued to serve as our director after the ~~2018~~2020 Annual Meeting of Shareholders. This grant included dividend equivalent rights.

Washington Trust Bancorp, Inc. | 2021 Proxy Statement | 44

Retirement Plans

Directors are not eligible to participate in any defined benefit plan maintained by the Corporation or the Bank. Directors are eligible to defer 100% of compensation into the Nonqualified Deferred Compensation Plan. Directors are not eligible for Corporation contributions. Provisions regarding types of accounts, investment measurements, form and timing of payments, and distributions that apply to employees also apply to directors. Retirement for directors is defined in the Nonqualified Deferred Compensation Plan as termination of directorship after attainment of age 55.

Welfare Benefit Plans

Directors are not eligible for medical, dental, life or disability insurance at our expense. Directors may obtain coverage under the Bank’s group medical and dental insurance plans at their own expense.

Director Compensation Table

Employee directors receive no additional compensation for Board service. Compensation received by an employee director as an employee of the Corporation and/or the Bank ~~and the compensation paid to Mr. MarcAurele for his services as a director following his retirement as an employee on March 2, 2018 are~~is shown in the Summary Compensation Table earlier in this Proxy Statement. The following table summarizes compensation paid to non-employee directors for the fiscal year ended December 31, ~~2018.~~2020.


DIRECTOR COMPENSATION TABLE
Name		Retainer Earned or Paid in Cash ($) (a)	Stock Awards ($) (b)	Total ($) (c)
John J. Bowen		42,000	30,315	72,315
Steven J. Crandall		48,000	30,315	78,315
Robert A. DiMuccio, CPA		52,000	30,315	82,315
Constance A. Howes		58,667	30,315	88,982
Katherine W. Hoxsie, CPA		65,000	30,315	95,315
Joseph J. MarcAurele		56,000	30,315	86,315
Kathleen E. McKeough		70,000	30,315	100,315
Sandra Glaser Parrillo	(d)	28,000	30,315	58,315
H. Douglas Randall, III	(e)	17,333	—	17,333
John T. Ruggieri		58,000	30,315	88,315
Edwin J. Santos		64,000	30,315	94,315
John F. Treanor	(e)	17,333	—	17,333

(a)Total reflects Board and Committee retainers earned. During 2020, Directors Howes, Hoxsie and Parrillo deferred $58,667, $32,500 and $28,000, respectively, into the Nonqualified Deferred Compensation Plan.

(b)Amount listed reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for restricted stock unit awards granted on April 28, 2020. Assumptions related to the financial reporting of restricted stock units are presented in Note 18 to the Consolidated Financial Statements presented in the 2020 Form 10-K. As of December 31, 2020, Directors Bowen, Crandall, DiMuccio, Howes, Hoxsie, MarcAurele, McKeough and Santos had 1,980 unvested restricted stock units; Director Parrillo had 860 unvested restricted stock units; and Director Ruggieri had 1,450 unvested restricted stock units.

(c)There are no Option Awards, Non-Equity Incentive Plan Compensation, Change in Pension Value, Nonqualified Deferred Compensation Earnings or All Other Compensation required to be disclosed in this table.

(d)Ms. Parrillo joined the Corporation’s Board on April 28, 2020.

(e)Messrs. Randall and Treanor retired from the Corporation’s Board on April 28, 2020.

DIRECTOR COMPENSATION TABLE
Name Retainer Earned or Paid in Cash ($) (a)
Stock Awards
($) (b)
Total
($) (c)
John J. Bowen 40,000
30,051
70,051
Steven J. Crandall 47,000
30,051
77,051
Robert A. DiMuccio, CPA 47,000
30,051
77,051
Barry G. Hittner (d) 20,000
—
20,000
Constance A. Howes, Esq. (e) 31,667
30,051
61,718
Katherine W. Hoxsie, CPA 61,500
30,051
91,551
Kathleen E. McKeough 72,500
30,051
102,551
Victor J. Orsinger, II, Esq. 60,000
30,051
90,051
H. Douglas Randall, III 52,000
30,051
82,051
Edwin J. Santos 55,667
30,051
85,718
John F. Treanor 52,000
30,051
82,051


~~(a)~~	~~Total reflects Board and Committee retainers earned. During 2018, Directors Howes and Hoxsie deferred $31,667 and $6,150, respectively, into the Nonqualified Deferred Compensation Plan.~~

~~(b)~~

Amount listed reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for restricted stock unit awards granted on April 24, 2018. Assumptions related to the financial reporting of restricted stock units are presented in Note 18 to the Consolidated Financial Statements presented in the 2018 Form 10-K. As of December 31, 2018, Directors Bowen, Crandall, DiMuccio, Hoxsie, McKeough, Orsinger, Randall, Santos and Treanor had 1,960 unvested restricted stock units and Director Howes had 530 unvested restricted stock units. Unvested stock awards held by Mr. MarcAurele are presented in the Outstanding Equity Awards at Fiscal Year End table earlier in this Proxy Statement.


~~(c)~~	There are no Option Awards, Non-Equity Incentive Plan Compensation, Change in Pension Value, Nonqualified Deferred Compensation Earnings or All Other Compensation required to be disclosed in this table.


~~(d)~~	~~Mr. Hittner retired from the Corporation’s Board on April 23, 2018.~~


~~(e)~~	~~Ms. Howes joined the Corporation’s Board on April 24, 2018.~~

Washington Trust Bancorp, Inc. | ~~2019~~2021 Proxy Statement | 4845



Compensation Committee Interlocks and Insider Participation

The directors who served on the Compensation Committee during the year ended December 31, ~~2018~~2020 were ~~McKeough~~Santos (Chairperson), Bowen, DiMuccio, Howes, ~~(following her election on April 24, 2018), Santos~~ and ~~Hittner (prior to his retirement on April 23, 2018).~~McKeough. We are not aware of any compensation committee interlocks or relationships involving our executive officers or members of the Corporation’s Board requiring disclosure in this Proxy Statement.



Audit Committee Report

The Audit Committee has the responsibility to, among other things, oversee and review the preparation of the Corporation's consolidated financial statements and the Corporation’s system of internal controls. The Audit Committee has the sole authority for the appointment, compensation (and negotiations thereof), retention and oversight of the Corporation's independent registered public accounting firm (the “independent auditor”) retained to audit the Corporation’s financial statements and system of internal controls.

In accordance with the authorities and responsibilities outlined in its charter, the Audit Committee appointed ~~KPMG~~Crowe LLP as the Corporation’s independent auditor for the fiscal year ended December 31, ~~2018. KPMG~~2020. Crowe LLP is responsible for expressing opinions that (1) our consolidated financial statements present fairly, in all material respects, the financial position, results of operations and cash flows in conformity with generally accepted accounting principles and (2) we maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2018.~~2020.

In this context, the Audit Committee has:


▪	~~reviewed and discussed the Corporation's audited financial statements with management and KPMG LLP;~~


▪	~~reviewed and discussed the effectiveness of the Corporation's internal controls over financial reporting with management, the internal auditor and KPMG LLP;~~


▪	~~discussed with KPMG LLP the matters required to be discussed by Auditing Standard 1301;~~


▪	received the written disclosures and the letter from KPMG LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG LLP’s communications with the Audit Committee concerning independence, and has discussed with KPMG LLP the independent auditor’s independence; and


▪	~~considered whether the provision of non-audit services by KPMG LLP is compatible with maintaining its independence.~~

▪reviewed and discussed the Corporation's audited financial statements with management and Crowe LLP;

▪reviewed and discussed the effectiveness of the Corporation's internal controls over financial reporting with management, the internal auditor and Crowe LLP;

▪discussed with Crowe LLP the matters required to be discussed by Auditing Standard 1301;

▪received the written disclosures and the letter from Crowe LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding Crowe LLP’s communications with the Audit Committee concerning independence, and has discussed with Crowe LLP the independent auditor’s independence; and

▪considered whether the provision of non-audit services by Crowe LLP is compatible with maintaining its independence.

Based on the review and discussions above, the Audit Committee recommended to the Corporation’s Board that the audited financial statements be included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2018~~2020 for filing with the SEC.

~~Selection of Independent Registered Public Accounting Firm for Fiscal Year 2019~~

~~During 2018,~~In addition, the Audit Committee ~~conducted a comprehensive and competitive review process regarding~~also assessed the ~~selection~~performance of ~~the Corporation’s~~Crowe LLP as independent ~~auditor. In evaluating firms, the Audit Committee considered a~~auditor during 2020. A variety of indicators of audit quality relating to Crowe LLP were reviewed including:


▪	~~the firm’s experience with other public companies and community banks;~~


▪	~~the firm’s independence and exercise of independent judgment, objectivity and professional skepticism;~~

▪the quality and candor of its communications with the Audit Committee and with management;

▪how effectively it maintained its independence and employed independent judgment, objectivity and professional skepticism;

▪the quality of insight demonstrated in its review of the Corporation's assessment of internal control over financial reporting and remediation of control deficiencies;

▪available external data about quality and performance, including reports by the PCAOB and the firm’s response to those reports;

▪the firm’s experience with other public companies and community banks;

Washington Trust Bancorp, Inc. | ~~2019~~2021 Proxy Statement | 4946


▪	~~available external data about quality and performance, including reports by the PCAOB and the firm’s response to those reports;~~


▪	~~the appropriateness of its fees, taking into account the Corporation's size and complexity and the resources necessary to perform the audit;~~


▪	with respect to the incumbent auditor, its tenure as the Corporation's independent auditor; knowledge of the Corporation's operations, accounting policies and practices, and internal control over financial reporting; the quality of insight demonstrated in its review of the Corporation's assessment of internal control over financial reporting and remediation of control deficiencies;


▪	~~the qualifications, strengths, performance and/or future scalability of the current or proposed Lead Engagement Partner and the audit team; and~~


▪	~~the quality and candor of communications with the Audit Committee and with management.~~

~~Following~~ ▪the qualifications, strengths and performance of the lead audit engagement partner and the audit team;

▪the appropriateness of its fees, taking into account the Corporation's size and complexity and the resources necessary to perform the audit; and

▪its tenure as the Corporation's independent auditor and knowledge of the Corporation's operations, accounting policies and practices, and internal control over financial reporting.

As a result of our evaluation, ~~process,~~ the Audit Committee ~~appointed~~concluded that the continued retention of Crowe LLP as the ~~Corporation’s independent auditor for the fiscal year ending December 31, 2019. KPMG LLP has been dismissed as the Corporation’s~~Corporation's independent registered public accounting firm ~~effective upon filing of the Corporation's Annual Report on Form 10-K~~ for the ~~fiscal~~ year ~~ended~~ending December 31, ~~2018.~~

~~The audit reports~~2021 is in the best interests of KPMG on the Corporation’s consolidated financial statements for the fiscal years ended December 31, 2017 ("Fiscal 2017") and December 31, 2016 ("Fiscal 2016") did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles. In Fiscal 2016 and Fiscal 2017, and subsequently through December 20, 2018, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Corporation and KPMG on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to KPMG’s satisfaction, would have caused KPMG to make reference to them in its ~~reports; and (ii) no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K.~~

In Fiscal 2016 and Fiscal 2017, and through the subsequent interim period preceding the engagement of Crowe, neither the Corporation nor anyone acting on its behalf has consulted with Crowe regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Corporation’s financial statements, and neither a written report nor oral advice was provided to the Corporation that Crowe concluded was an important factor considered by the Corporation in reaching a decision as to any accounting, auditing or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.shareholders.

The foregoing report has been furnished by the members of the Audit Committee:



Katherine W. Hoxsie, CPA (Chairperson)			Steven J. Crandall
Robert A. DiMuccio, CPA			Constance A. Howes, Esq.
~~Kathleen E. McKeough~~ Sandra Glaser Parrillo			John T. Ruggieri
Edwin J. Santos

The foregoing report shall not be deemed to be “soliciting material” or to be “filed” with the SEC and should not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or under the Exchange Act, except to the extent that this information is specifically incorporated by reference, and shall not otherwise be deemed filed under such acts.

~~Washington Trust Bancorp, Inc.~~ | ~~2019 Proxy Statement | 50~~



Independent Registered Public Accounting Firm

The following table presents fees incurred for professional services rendered by ~~KPMG LLP~~the independent registered public accounting firm for the years ended December 31, ~~2018~~2020 and December 31, ~~2017:~~2019:


	2020	2019
Audit fees (a)	$557,500	$620,000
Audit-related fees (b)	32,000	24,000
Tax fees	—	—
All other fees	—	—
Total fees incurred	$589,500	$644,000

2018
2017
Audit fees (a)
$782,600

$823,000
(b)
Audit-related fees —
—

Tax fees (c) 71,000
65,000

All other fees —
—

Total fees incurred
$853,600

$888,000

(a)Annual audit of consolidated and subsidiary financial statements including Sarbanes-Oxley attestation, reviews of quarterly financial statements and other services in connection with statutory and regulatory filings.


~~(a)~~	Annual audit of consolidated and subsidiary financial statements including Sarbanes-Oxley attestation, reviews of quarterly financial statements and other services provided by KPMG LLP in connection with statutory and regulatory filings.


~~(b)~~	~~Includes $9,000 in out of pocket expenses that were incurred and paid in 2017 but inadvertently omitted from the prior year disclosure.~~


~~(c)~~	~~Tax return preparation, tax compliance and tax advice.~~

(b)Reflects fees for services that reasonably relate to the performance of the audit, including certain attestation and agreed upon procedures required by the Department of Housing and Urban Development.

_______________________

The Audit Committee has adopted a policy whereby engagement of the independent registered public accounting firm for audit services and for non-audit services shall be pre-approved by the Audit Committee, subject to the de minimus exception described in Section 10A(i)(1)(B) of the Exchange Act for non-audit services. ~~During 2018, the~~The Audit Committee pre-approved ~~100% of~~all services provided by Crowe LLP during the ~~Audit fees, Audit-related fees, Tax fees~~years ended December 31, 2019 and ~~All other fees.~~December 31, 2020.

Washington Trust Bancorp, Inc. | 2021 Proxy Statement | 47

The Audit Committee has considered whether the provision of the services identified under the headings “Audit-related fees,” “Tax fees” and “All other fees” is compatible with maintaining ~~KPMG~~Crowe LLP’s independence and has determined that provision of such services is consistent with maintaining the principal auditor’s independence.



Indebtedness and Other Transactions

The Bank has had transactions in the ordinary course of business, including borrowings, with certain of our directors and executive officers and their associates, all of which were made on substantially the same terms, including interest rates (except that executive officers and all other employees are permitted a modest interest rate benefit on first mortgages secured by a primary residence and other consumer loans) and collateral, as those prevailing at the time for comparable transactions with other persons, and did not involve more than the normal risk of collectability or present other unfavorable features when granted. Similar transactions may be expected to take place in the ordinary course of business in the future. ~~The aggregate extensions~~Extensions of credit outstanding at December 31, ~~2018~~2020 to all directors, executive officers and their related interests amounted to ~~$2,454,000~~$1,491,764 in the aggregate. Any such transaction presently in effect with any director or executive officer is current as of this date, and is in compliance with Regulation O.

~~Washington Trust Bancorp, Inc.~~ | ~~2019 Proxy Statement | 51~~



Policies and Procedures for Related Party Transactions

We conduct annual procedures, including the use of an electronic questionnaire, to (i) identify parties related to directors and executive officers and (ii) document the existence and terms of any related party transactions. As indicated previously, the approval of loan transactions involving directors, executive officers and their related interest is governed by the provisions of Regulation O. All other transactions involving directors and executive officers are reviewed annually by the Corporation’s Board. The purpose of the review is to determine that such transactions are conducted on terms not materially less favorable than what would be usual and customary in transactions between unrelated persons and, in the case of transactions involving directors, to determine whether such transactions affect the independence of a director in accordance with the relevant rules and standards issued by the SEC and NASDAQ. We do not maintain a formal written policy concerning the aforementioned procedures. Our Code of Ethics provides guidance on business relations between usthe Corporation and our directors, officers and employees.



Delinquent Section 16(a) ~~Beneficial Ownership Reporting Compliance~~Reports

Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities (collectively, “Insiders”) to file reports of ownership and changes in ownership with the SEC. Insiders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based solely upon a review of the copies of such reports furnished to us with respect to ~~2018,~~2020, and on written representations from certain reporting persons, we believe that, during ~~2018,~~2020, all Section 16(a) filing requirements applicable to our Insiders were met.

Washington Trust Bancorp, Inc. | 2021 Proxy Statement | 48



Proposal 2:			Amendment to Article Fourth of the Corporation’s Articles of Incorporation to Create Preferred Stock

Our Board of Directors has adopted a resolution proposing to amend Article FOURTH of our Restated Articles of Incorporation, as amended (the “Articles of Incorporation”), to authorize the creation of 1,000,000 shares of a new class of capital stock, designated as “Undesignated Preferred Stock,” subject to shareholder approval. If the proposed amendment is approved by the Corporation’s shareholders, Article FOURTH of the Articles of Incorporation would read in its entirety as follows:

FOURTH. Capital Stock. The aggregate number of shares which the Corporation shall have authority to issue is 61,000,000, of which 60,000,000 shares, par value $.0625 per share, shall be a class designated as “Common Stock”, and 1,000,000 shares, par value $0.01 per share, which shall be a class designated as “Undesignated Preferred Stock.”

(a) Common Stock. Subject to the provisions of these Articles of Incorporation and except as otherwise provided by law, the shares of Common Stock of the Corporation may be issued for such consideration and for such corporate purposes as the Board of Directors may from time to time determine.

(b) Undesignated Preferred Stock. The Board of Directors is expressly authorized, to the fullest extent permitted by law, to provide by resolution or resolutions for, out of the unissued shares of Undesignated Preferred Stock, the issuance of shares of Undesignated Preferred Stock in one or more series of such stock, and by filing a certificate of such resolution or resolutions pursuant to applicable law of the State of Rhode Island, to establish or change from time to time the number of shares of each such series and to fix and establish the voting powers thereof, full or limited, or no voting powers, and the designations, preferences and relative, participating, optional or other special rights of the shares of each such series and any qualifications, limitations and restrictions thereof.

The proposed amendment, if approved by our shareholders, will become effective upon the filing of the amendment to the Articles of Incorporation with, and acceptance for filing by, the Secretary of State of the State of Rhode Island.

Purpose of the Undesignated Preferred Stock

The proposed amendment is being sought to enhance our ability to engage in business activities and transactions typical for the financial services industry. The Corporation currently does not have the authority, without shareholder approval, to issue shares of preferred stock. The proposed amendment would permit the Board of Directors to designate and issue one or more future series of preferred stock, and to authorize the Board to fix the designation and the powers, preferences, rights, qualifications, limitations and restrictions relating to the shares of each series of preferred stock. The Board of Directors would be required to make any determination to issue shares preferred stock based on its judgment as to what is in our best interests and the best interests of our shareholders.

Adding preferred stock to the Corporation’s capital structure would provide us with increased financial flexibility in meeting future capital requirements and align our capital structure with those of our peers, the vast majority of whom have the ability to issue preferred stock. Granting the Board of Directors the authority to issue preferred stock would give us the flexibility to negotiate and structure investments in the Corporation to raise capital quickly without having to obtain further shareholder approval through the proxy process, which could delay a transaction by as much as several months. The Board of Directors believes that the flexibility to negotiate and structure investments to raise capital quickly outweighs any disadvantages of giving the Board of Directors the flexibility to issue preferred stock without further shareholder approval.

The Corporation is well capitalized, and currently has no plans or arrangements to issues shares of preferred stock that would be authorized by the proposed amendment. Moreover, the Board did not approve the proposed amendment in connection with or for the purpose of thwarting a takeover of the Corporation, and neither the Board nor management has any knowledge of any current efforts to effect such a takeover.

Washington Trust Bancorp, Inc. | 2021 Proxy Statement | 49

Moreover, the preferred stock will not be issued or used for any defensive or anti-takeover purpose or for the purpose of implementing any shareholder rights plan.

Principal Effects of the Undesignated Preferred Stock

The effect of the proposed amendment would be to authorize shares of preferred stock of the Corporation, and to allow future issuances of preferred stock with voting rights that are not yet known and cannot yet be determined. However, because the Corporation’s common stock is listed on the Nasdaq Global Select Market, the Corporation is subject to the rules and regulations of Nasdaq. Under Nasdaq Rule 5640, the Corporation is prohibited from disparately reducing or restricting existing shareholders’ voting rights (e.g. creating a new class of super-voting stock).

If series of shares of preferred stock are issued by the Corporation, it may potentially make it more difficult to obtain shareholder approval of various actions, such as a merger or removal of management. The Corporation’s preferred stock will not be used or issued for any defense or anti-takeover purpose or for the purpose of implementing any shareholder rights plan. The Board of Directors and management have no knowledge of any current efforts by anyone to obtain control of the Corporation or to effect large accumulations of the Corporation’s common stock.

The issuance of shares of preferred stock may, among other things, have a dilutive effect on earnings per share and on the equity and voting power of existing shareholders. The terms of any class of preferred stock, which would be fixed by the Corporation’s Board of Directors on issuance, will depend upon the reason for the issuance and on market conditions and other factors existing at the time.

The issuance by the Corporation of preferred stock could dilute both the equity interests and the earnings per share of existing holders of the Corporation’s common stock. Such dilution may be substantial, depending upon the number of shares issued. The newly authorized shares of preferred stock could also have voting rights superior to the Corporation’s common stock, and in such event would have a dilutive effect on the voting power of our existing shareholders.

The failure to adopt the proposed amendment could limit the Corporation’s ability to engage in future capital raising transactions, mergers, or other strategic transactions. In such cases, the Corporation may lose opportunities due to the time delay and uncertainty of needing to hold a special meeting of shareholders in order to adopt an amendment to the Articles of Incorporation to allow the Corporation to proceed with such transactions.

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

Washington Trust Bancorp, Inc. | 2021 Proxy Statement | 50


Proposal 3:			Ratification of Selection of Independent Registered Public Accounting Firm

The ratification of the Audit Committee’s decision to retain Crowe LLP to serve as our independent registered public accounting firm to audit the Corporation’s consolidated financial statements for the current fiscal year ending December 31, ~~2019~~2021 will be submitted to our shareholders at the Annual Meeting. Factors considered in the Audit Committee’s decision can be found in the Audit Committee Report earlier in this Proxy Statement.

KPMG LLP has been dismissed as the Corporation’s independent registered public accounting firm, effective upon filing of the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

Representatives of ~~KPMG LLP and~~ Crowe LLP will be present at the Annual Meeting, will have the opportunity to make a statement if they so desire and will be available to answer appropriate questions. Action by shareholders is not required by law in the appointment of the independent registered public accounting firm, but their appointment is submitted by the Audit Committee in order to give our shareholders a voice in the designation of our independent registered public accounting firm. If the appointment is not ratified by the affirmative vote of holders of a majority of the shares of common stock represented in person or by proxy at the Annual Meeting and entitled to vote thereon (provided that a quorum is present), the Audit Committee will reconsider its choice of Crowe LLP, ~~as our independent registered public accounting~~but may still retain the firm. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of the Corporation and shareholders.

Recommendation: The Board of Directors unanimously recommends that shareholders vote “FOR”

this proposal.

Washington Trust Bancorp, Inc. | ~~2019~~2021 Proxy Statement | 5251



Proposal 3:4:			Non-binding Advisory Resolution on the Compensation of the Corporation’s Named Executive Officers

As required by Section 14A of the Exchange Act, our Board of Directors is submitting for shareholder approval, on a non-binding advisory basis, the compensation paid to our named executive officers as described in this Proxy Statement pursuant to Item 402 of Regulation S-K.

The resolution that is the subject of this proposal is a non-binding advisory resolution. Accordingly, the resolution will not have any binding legal effect regardless of whether or not it is approved and may not be construed as overruling a decision by Washington Trust or the Board of Directors or to create or imply any change to the fiduciary duties of the Board. Furthermore, because this non-binding advisory resolution primarily relates to compensation of our named executive officers that has already been paid or contractually committed, there is generally no opportunity for us to revisit those decisions. However, the Compensation Committee intends to take the results of the vote on this proposal into account in its future decisions regarding the compensation of our named executive officers.

Our compensation program is designed to deliver shareholder value by attracting, motivating and retaining our named executive officers, who are critical to our success, by offering a combination of base salary, as well as annual and long-term incentives that are closely aligned to the annual and long-term performance objectives of the Corporation. Please see “Compensation ~~Disclosure~~Discussion and Analysis” beginning on page 18 for additional information about our executive compensation programs.

We believe that the effectiveness of our compensation programs is demonstrated by the accomplishments of management over the last fiscal ~~year, including~~year. Despite the ~~highest earnings in~~unprecedented challenges, disruptions and uncertainties throughout 2020, the strength and stability of our ~~Corporation’s 218 year history~~core business model enabled us to generate growth and ~~strong performance in all~~revenues from key business lines, ~~of business. We reached $5 billion in total assets and posted all-time high levels of total deposits and loans, all~~ while maintaining strong asset quality and solid capital ratios. ~~These accomplishments support~~As a result, the Corporation reported the highest earnings in our ~~dedication~~220 year history and not only maintained, but actually increased our dividend to ~~build shareholder value as evidenced by a 14% increase in the total dividend over the prior year.~~shareholders.

We are committed to providing a strong pay for performance link, and as such, we allocate a significant portion of total compensation to performance-based elements. We believe that our compensation structure, which includes absolute and relative performance-based compensation elements, as well as the promotion of meaningful stock ownership through holding requirements and equity grant retention guidelines, promote sound management practices.

The Board of Directors values the opportunity to receive input from our shareholders on important matters such as the compensation of the Corporation’s executive officers. We appreciate our shareholders’ past support and approval of compensation programs. Our longstanding compensation principles of supporting the business strategy, paying for performance, providing competitive compensation and aligning with shareholder interests remain unchanged. For these reasons, the Board recommends that shareholders vote in favor of the following resolution:

RESOLVED, that the compensation of Washington Trust’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion, be approved.


~~Recommendation:~~	Recommendation: The Board of Directors unanimously recommends that shareholders vote “FOR” this proposal.

Washington Trust Bancorp, Inc. | ~~2019~~2021 Proxy Statement | 5352



Other Information

Shareholder Proposals

Any shareholder who wishes to submit a proposal for presentation to the ~~2020~~2022 Annual Meeting of Shareholders must submit the proposal to the Corporation, 23 Broad Street, Westerly, RI 02891, Attention: Corporate Secretary, not later than November ~~13, 2019~~16, 2021 for inclusion, if appropriate, in our proxy statement and the form of proxy relating to the ~~2020~~2022 Annual Meeting of Shareholders. Any proposal submitted after November ~~13, 2019~~16, 2021 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.

In addition, in order for a nominee to be considered at an Annual Meeting, our Articles of Incorporation provide that director nominations may be submitted by any shareholder entitled to vote for the election of directors provided that advance written notice of such proposed nomination, with appropriate supporting documentation as required by our Articles of Incorporation, is received by our Corporate Secretary not less than 14 days nor more than 60 days prior to any meeting of the shareholders called for the election of directors at which such shareholder is present by person or by proxy; provided, however, that if fewer than 21 days notice of the meeting is given to shareholders, such written notice of such proposed nomination must be received by our Corporate Secretary not later than the close of the 10^th 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 22, 2019~~[February 26, 2021] and not later than ~~April 9, 2019.~~[April 13, 2021]. 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.

Other Business

Management knows of no matters to be brought before the Annual Meeting other than those referred to in this Proxy Statement, but if any other business should properly come before the meeting, the persons named in the proxy intend to vote in accordance with their best judgment.

Expense of Solicitation of Proxies

The cost of solicitation of proxies, including the cost of reimbursing brokerage houses and other custodians, nominees or fiduciaries for forwarding proxies and Proxy Statements to their principals, will be borne by the Corporation. Solicitation may be made in person or by telephone or telegraph by officers or regular employees of the Corporation, who will not receive additional compensation, therefore. In addition, we have retained Morrow Sodali LLC, 470 West Avenue, Stamford, CT 06902, to assist in the solicitation of proxies for a fee of $8,000 plus customary expenses.

REGARDLESS OF THE NUMBER OF SHARES YOU OWN,

YOUR VOTE IS IMPORTANT TO THE CORPORATION.

PLEASE COMPLETE, DATE AND SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY CARD TODAY. YOU MAY ALSO VOTE YOUR SHARES THROUGH THE INTERNET OR BY TELEPHONE.

Submitted by order of the Board of Directors,

Kristen L. DiSanto

Corporate Secretary

[March ~~12, 2019~~

16, 2021]

Washington Trust Bancorp, Inc. | ~~2019~~2021 Proxy Statement | 5453



			VOTE BY INTERNET
			Before the Meeting - Go to www.proxyvote.com
			Use the Internet to transmit your voting instructions and for electronic delivery of ~~information. Vote by~~information up until 11:59 P.M. ETEastern Time on ~~04/22/2019.~~April 26, 2021. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
23 ~~Broad Street~~ ~~Westerly,~~BROAD STREET WESTERLY, RI 02891			~~ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS~~ During the Meeting - Go to www.virtualshareholdermeeting.com/WASH2021
			~~If you would like to reduce~~You may attend the ~~costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically~~meeting via ~~e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using~~ the Internet and ~~when prompted, indicate~~vote during the meeting. Have the information that ~~you agree to receive or access proxy materials electronically~~is printed in ~~future years.~~the box marked by the arrow available and follow the instructions.
			VOTE BY PHONE - 1-800-690-6903
			Use any touch-tone telephone to transmit your voting ~~instructions. Vote by~~instructions up until 11:59 P.M. ETEastern Time on ~~04/22/2019.~~April 26, 2021. Have your proxy card in hand when you call and then follow the instructions.
			VOTE BY MAIL
			Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

KEEP THIS PORTION FOR YOUR RECORDS

~~DETACH AND RETURN THIS PORTION ONLY~~

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

DETACH AND RETURN THIS PORTION ONLY

WASHINGTON TRUST BANCORP, INC.

For
All

Withhold
All

~~For~~

~~All~~

~~Withhold~~

~~All~~

For All

Except

To withhold authority to vote for any

individual nominee(s), mark “For All

Except” and write the number(s) of the

nominee(s) on the line below.

The Board of Directors recommends you vote FOR

the following:

1 The election of four directors, nominated by

the Board of Directors, each to serve for a

three-year term and until their successors are

duly elected and qualified:

Nominees

~~01 Edward O. Handy III~~01) Constance A. Howes

~~02 Katherine W. Hoxsie, CPA~~

~~03 Kathleen E. McKeough~~

~~04 John T. Ruggieri~~

02) Joseph J. MarcAurele

03) Edwin J. Santos

04) Lisa M. Stanton

The Board of Directors recommends you vote FOR proposals 2, 3 and 3.4.

For

Against

Abstain

The approval of an amendment to the Corporation’s Restated Articles of Incorporation creating a new class of capital stock which shall be designated as “Undesignated Preferred Stock”.

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, ~~2019.~~2021

3 A non-binding advisory resolution to approve the compensation of the Corporation’s named executive officers.

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

~~For address change/comments, mark here.~~

~~(see reverse for instructions)~~

~~Yes~~

~~Please indicate if you plan to attend this meeting~~

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature (PLEASE SIGN WITHIN BOX)

Date

Signature (Joint Owners)

Date


Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The ~~Annual Report,~~ Form 10-K and Proxy Statement ~~is/~~are available at www.proxyvote.com. ~~www.proxyvote.com~~

WASHINGTON TRUST BANCORP, INC.

Annual Meeting of Shareholders

[April ~~23, 2019~~27, 2021] 11:00 ~~AM EDT~~a.m. ET

This proxy is solicited by the Board of Directors

The shareholder(s) hereby appoint(s) Edward O. Handy III and ~~Victor J. Orsinger II~~Kathleen E. McKeough or either of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of WASHINGTON TRUST BANCORP, INC. that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholder(s) to be held at 11:00 ~~AM, EDT~~a.m. ET on ~~April 23, 2019,~~[April 27, 2021], virtually at ~~the Westerly Library, 44 Broad Street, Westerly, Rhode Island 02891,~~www.virtualshareholdermeeting.com/WASH2021 and any adjournment or postponement thereof.

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.

~~Address change/comments:~~

~~(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)~~

Continued and to be signed on reverse side



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~~Items of Business:~~Agenda:	1.	The election of four directors, nominated by the Board of Directors and named in the Proxy Statement, each to serve for three-year terms and until their successors are duly elected and qualified;
	2.2	The approval of an amendment to the Corporation’s Restated Articles of Incorporation creating a new class of capital stock which shall be designated as “Undesignated Preferred Stock”;
	3.	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, ~~2019;~~ 2021;
	3.4.	A non-binding advisory resolution to approve the compensation of the Corporation’s named executive officers;
	4.5.	Such other business as may properly come before the meeting, or any postponement or adjournment thereof.


Proposal		Vote Required	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; Joseph J. MarcAurele; Edwin J. Santos; and Lisa M. Stanton
2.	The approval of an amendment to the Corporation’s Restated Articles of Incorporation creating a new class of capital stock which shall be designated as “Undesignated Preferred Stock”	A majority of the issued and outstanding shares of common stock entitled to vote at the Annual Meeting	FOR
3.	Ratify the selection of Crowe LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2021	A majority of votes cast by holders of common stock entitled to vote at the Annual Meeting	FOR
4.	Approve, on a non-binding, advisory basis, the compensation of the Corporation’s named executive officers	A majority of votes cast by holders of common stock entitled to vote at the Annual Meeting	FOR


~~Record Date:~~	~~Shareholders of record at the close of business on February 27, 2019 will be entitled to notice of and to vote at the Annual Meeting.~~



Table of Contents
Proxy Statement			1
Proposal 1: Election of Directors			2
Corporate Governance			2
Corporate Governance Guidelines			2
Board Leadership Structure			23
Independent Lead Director			3
Director Independence			3
Executive Sessions			3
Director Nominations			3
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			10
Committee Membership and Meetings			10
Ownership of Certain Beneficial Owners and Management			14
Executive Officers			15
Compensation Risk Analysis			17
Compensation Discussion and Analysis			18
Compensation Committee Report			3332
Executive Compensation			34
Summary Compensation Table			34
Grants of Plan-Based Awards			3736
Outstanding Equity Awards at Fiscal Year-End			3837
Option Exercises and Stock Vested			4038
Pension Benefits			4139
Nonqualified Deferred Compensation Plan			4239
Potential Post-Employment Payments			4341
CEO Pay Ratio			4643
Director Compensation			4744
Compensation Committee Interlocks and Insider Participation			4946
Audit Committee Report			4946
Independent Registered Public Accounting Firm			5147
Indebtedness and Other Transactions			5148
Policies and Procedures for Related Party Transactions			5248
Delinquent Section 16(a) ~~Beneficial Ownership Reporting Compliance~~Reports			5248
Proposal 2:2: Amendment to Article Fourth of the Corporation’s Articles of Incorporation to Create Preferred Stock			49
Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm Public Accounting Firm			5251
Proposal 3: 4: Non-Binding Advisory Resolution to Approve the Compensation of the Corporation’s Named Executive Officers Proposal			5352
Other Information			5453


Shareholder Proposals		53
~~Shareholder Proposals~~Other Business		5453
~~Other Business~~		54
Expense of Solicitation of Proxies	5453



John T. Ruggieri
Age:	62			Nominee for Director
Business Experience: Mr. Ruggieri has served since 2005 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. 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 the areas of 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:	59	Director Since:	2012	Term in Office Expires:	2021
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 most 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 Chairman of Prospect CharterCARE, LLC and is Past President of the Board of Trustees of the Rocky Hill School. He is a member of the Bryant University Board of Trustees. 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.

John F. Treanor
Age:	71	Director Since:	2001	Term in Office Expires:	2020
Business Experience: Mr. Treanor served as President and Chief Operating Officer of the Corporation and the Bank from 1999 until his retirement in 2009. Mr. Treanor has more than 45 years of experience in the financial services industry. Prior to joining Washington Trust, he held Chief Financial Officer positions with commercial banks for ten years and previously served as Director of Corporate Planning and Mergers and Acquisitions for a major Boston bank. Mr. Treanor is a member of the board of directors of the Federal Home Loan Bank of Boston, where he serves as chairman of its finance committee, and served as a member of the board of directors of Beacon Mutual Insurance Company from 2009 to 2014, where he served as chairperson of its audit committee. Mr. Treanor’s qualifications to serve on the Board of Directors include his strong background in banking and finance as well as his extensive knowledge of regulatory and governance matters.


▪	~~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.~~


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


▪	~~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;


▪	~~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; and~~


▪	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 loan losses.


▪	~~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.~~


▪	~~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.~~


	Common Stock	Exercisable Options (a)	Vested Restricted Stock Units (b)	Total (c)	Percentage Of Class
Nominees and Directors:
John J. Bowen				—	—	%
Steven J. Crandall				—	—	%
Robert A. DiMuccio, CPA				—	—	%
Edward O. Handy III				—	—	%
Constance A. Howes, Esq.				—	—	%
Katherine W. Hoxsie, CPA (d)				—	—	%
Joseph J. MarcAurele				—	—	%
Kathleen E. McKeough				—	—	%
Sandra Glaser Parrillo				—	—	%
John T. Ruggieri				—	—	%
Edwin J. Santos				—	—	%
Lisa M. Stanton				—	—	%
Certain Executive Officers:
Mark K.W. Gim				—	—	%
Ronald S. Ohsberg				—	—	%
James M. Hagerty				—	—	%
Kathleen A. Ryan				—	—	%
All directors, nominees and executive officers as a group (23 persons)	—	—	—	—	—	%
Beneficial Owners:
BlackRock, Inc. (e) 55 East 52nd St., New York, NY 10055	1,536,872	—	—	1,536,872	8.83	%
Franklin Mutual Advisers, LLC (f) 101 John F. Kennedy Pky., Short Hills, NJ 07078	1,040,978	—	—	1,040,978	5.98	%
The Vanguard Group (g) 100 Vanguard Blvd., Malvern, PA 19355	894,682	—	—	894,682	5.14	%


~~(a)~~	~~Stock options that are or will become exercisable within 60 days of February 27, 2019.~~


~~(b)~~	~~Restricted stock units that are or will become vested within 60 days of February 27, 2019.~~


~~(d)~~	~~Mr. Orsigner will reach age 72 prior to the Annual Meeting, and pursuant to our by-laws, will resign from the Board effective April 23, 2019.~~


~~(e)~~	Based on information set forth in a Schedule 13G/A filed with the SEC on February 14, 2019. Includes 915,000 shares held by the Jean and David Wallace Foundation, of which Mrs. Wallace serves as Trustee.


~~(g)~~	~~Based on information set forth in a Schedule 13G/A filed with the SEC on February 6, 2019.~~


Name	Title	Age	Years of Service	Name	Title	Age	Years of Service
Edward O. Handy III	Chairman and Chief Executive Officer of the Corporation and the Bank	57	5	Edward O. Handy III	Chairman and Chief Executive Officer of the Corporation and the Bank	59	7
Mark K.W. Gim	President and Chief Operating Officer of the Corporation and the Bank	52	25	Mark K.W. Gim	President and Chief Operating Officer of the Corporation and the Bank	54	27
Ronald S. Ohsberg	Senior Executive Vice President, Chief Financial Officer and Treasurer of the Corporation and the Bank	54	1	Ronald S. Ohsberg	Senior Executive Vice President, Chief Financial Officer and Treasurer of the Corporation and the Bank	56	3
Kristen L. DiSanto	Senior Executive Vice President, Chief Human Resources Officer and Corporate Secretary of the Corporation and the Bank	49	24	Kristen L. DiSanto	Senior Executive Vice President, Chief Human Resources Officer and Corporate Secretary of the Corporation and the Bank	51	26
William K. Wray, Sr.	Senior Executive Vice President and Chief Risk Officer of the Bank	60	3	William K. Wray, Sr.	Senior Executive Vice President and Chief Risk Officer of the Bank	62	5
Debra A. Gormley	Executive Vice President and Chief Retail Banking Officer of the Bank	63	8	Debra A. Gormley	Executive Vice President and Chief Retail Banking Officer of the Bank	65	10
James M. Hagerty	Executive Vice President and Chief Lending Officer of the Bank	61	6	James M. Hagerty	Executive Vice President and Chief Lending Officer of the Bank	63	8
Maria N. Janes, CPA	Executive Vice President and Controller of the Corporation and the Bank	48	21	Maria N. Janes, CPA	Executive Vice President, Chief Accounting Officer and Controller of the Corporation and the Bank	50	23
Mary E. Noons	Executive Vice President and Chief Retail Lending Officer of the Bank	57	26	Mary E. Noons	Executive Vice President and Chief Retail Lending Officer of the Bank	59	28
Kathleen A. Ryan, Esq.	Executive Vice President and Chief Wealth Management Officer of the Bank	53	3	Kathleen A. Ryan, Esq.	Executive Vice President and Chief Wealth Management Officer of the Bank	55	5
Dennis L. Algiere	Senior Vice President, Chief Compliance Officer & Director of Community Affairs of the Bank	58	23	Dennis L. Algiere	Executive Vice President, Chief Compliance Officer & Director of Community Affairs of the Bank	60	25


▪	We structure our pay to consist of fixed (salary) and variable compensation (cash incentive and equity). We believe variable elements provide an appropriate percentage of overall compensation to motivate executives to focus on performance, while fixed elements provide an appropriate and fair compensation level that does not encourage executives to take unnecessary or excessive risks.


▪	~~Our compensation program balances short-term and long-term performance, and does not place inappropriate focus on achieving short-term results at the risk of long-term, sustained performance.~~