AGM 2026

Apr 28, 2026

Good morning, and welcome to Washington Trust Bancorp, Inc.'s 2026 Annual Meeting of Shareholders. Today's meeting is being held live via webcast and will be available for replay shortly after the meeting on Washington Trust investor relations website, ir.washtrust.com. Please note all attendees have been placed in a listen-only mode. Shareholders may enter questions into the online Q&A portal at any time during the meeting. Washington Trust executives will address questions after the business portion of the meeting. It is now my pleasure to introduce Washington Trust Bancorp, Inc.'s Chairman and Chief Executive Officer, Edward O. Handy III. Please go ahead. Thank you, Elvis. Good morning. I'm Ned Handy, Washington Trust Chairman and Chief Executive Officer, and I will be presiding over the corporation's 2026 Annual Meeting of Shareholders. Before we begin, I'd like to introduce Washington Trust corporate officers who are present for today's annual meeting. Mary E. Noons, President and Chief Operating Officer, Ronald S. Ohsberg, Chief Financial Officer and Treasurer, and Kristen L. DiSanto, Corporate Secretary. They will join me to answer questions after the business portion of the meeting. I'd also like to welcome the members of Washington Trust Board of Directors who are present for today's annual meeting. Our Lead Director, Robert A. DiMuccio, Joseph P. Gencarella, Mark K.W. Gim, Sandra Glaser Parrillo, Debra M. Paul, John T. Ruggieri, Edwin J. Santos, Lisa M. Stanton, Angel Taveras, and Constance A. Howes. I'd like to take a moment to recognize Connie, who is re-retiring today from the corporation's board and the board of our subsidiary bank, The Washington Trust Company. Connie joined our board in 2018, and over her 8-year tenure, served with distinction across all of our board committees, including the Executive, Audit, Nominating and Corporate Governance, and Compensation and Human Resources Committees of both the corporation and the bank, as well as the Finance and Trust Committees of the bank. In addition, for the past 4 years, Connie has served on the board of our registered investment advisor, Washington Trust Advisors, Inc., serving as board chair for the past 2 years. She will also retire from that board today. A highly engaged director with a deep commitment to our community bank mission, Connie consistently offered thoughtful insight and a balanced perspective. Known for rigorous preparation, she always asked the right questions and elevated the quality of discussion, consistently demonstrating independence, integrity, and a clear focus on the long-term interests of our shareholders. We will deeply miss her wise counsel and meaningful contributions across our Washington Trust companies. On behalf of the executive team, the board, and our shareholders, Connie, we thank you for your service over the past eight years and wish you continued health and happiness in retirement. Also joining us today is Jeffrey Wilhelm, who will officially join our board of directors with today's election and will be appointed to the board's audit committee. Jeff has more than 25 years of experience in corporate and consulting roles across industries and has worked with global teams to solve impactful problems with a focus on cloud, data, and security. He is the founder and Chief Executive Officer of Infused Innovations, a consulting firm focused on helping organizations scale through the responsible deployment of new and emerging technologies. He currently serves on the State of Rhode Island Artificial Intelligence Task Force, the AI Advisory Committee at the Rhode Island Foundation, and on the board of advisors for the Launch Lab at the University of Rhode Island. Jeff is also on the board of trustees at Rocky Hill Country Day School and is chairman of the North Kingstown Town Council's Information Technology Advisory Committee. Jeff brings valuable expertise in technology, data, artificial intelligence, and cybersecurity at a time when these areas are increasingly important to the financial services industry. His leadership experience and service on governing boards across the public, private, and nonprofit sectors will be a strong asset to Washington Trust. We welcome Jeff and look forward to his contributions in the years ahead. I'd also like to welcome from Crowe LLP, the corporation's independent registered public accounting firm, Jason S. Stockton, audit partner. Jason will be available to respond to shareholder questions after the business portion of the meeting. From Covington & Burling LLP, the corporation's counsel, I'd like to welcome William McCurdy, special counsel. Thank you both for joining us for today's annual meeting. Before we begin the business portion of our meeting, I'd like to take a few moments to reflect on where we are as a company, both the progress we've made and the work that remains ahead. The past year, and particularly the last several months, have been a period of meaningful transition for Washington Trust. Following the balance sheet repositioning that we completed at the end of 2024, we entered 2025 focused on strengthening the foundation of our franchise. Our approach was intentional and disciplined, support relationship-driven growth, and position the company for sustainable long-term performance. In 2025, we made several strategic investments. We enhanced our wealth management platform, acquired Lighthouse Financial Management, and brought in new leadership to lead our commercial banking team. We also laid the groundwork to expand our commercial team in 2026 and build long-term cross-business relationships across deposits and wealth. We ended 2025 with clear results. Wealth management and mortgage banking revenues increased, in-market deposits grew, and our balance sheet was better positioned than it had been a year earlier. Full year net income of $52.2 million reflected meaningful improvement from 2024 and confirmed that our strategic actions were beginning to gain traction. Last week, we reported our first quarter 2026 earnings. While we continued to see improvement in net interest margin and increase in earnings on a year-over-year basis, the quarter also reflected the reality of a cautious credit environment, particularly with certain segments of commercial real estate. When conditions evolve in this way, we believe strongly that transparency, discipline, and early action are essential to protecting the long-term health of the company, even when those decisions create short-term pressure. We took prudent and deliberate actions to strengthen our reserves consistent with our long-standing approach to risk management. We are confident in our ability to deliver strong performance in 2026. We are well capitalized, our core businesses are sound. We continue to execute our strategy thoughtfully and deliberately. In January, we added an institutional banking team that is already showing strong momentum and positioning us for loan and deposit growth as the year progresses. We recently added new talent in C&I, CRE, and business banking who have deep expertise and strong regional client relationships. We are planning to open a new branch in Pawtucket later this year that will expand our presence in the northern part of the state. Our goal has not changed: to be a top-performing New England community bank and financial services partner over the long term. That means balancing growth with prudence, investing with intention, and remaining focused on delivering consistent value to customers and shareholders alike. I want to thank our employees for their continued professionalism and dedication and our shareholders for their engagement, patience, and trust. With that, I would now like to officially call the 2026 Annual Meeting of Shareholders of Washington Trust Bancorp, Inc. to order. This meeting is held pursuant to the bylaws of the corporation and written notice to all shareholders. The Board has appointed Sharon M. Walsh, Senior Vice President and Director of Marketing and Corporate Communications of the corporation subsidiary bank, to serve as the Inspector of Elections for today's meeting. Since the meeting is being held virtually, we want to remind shareholders that you may submit questions at any time during this meeting in the space provided on the virtual meeting screen. We will address shareholder questions during the meeting if they pertain to the proposals being considered at that particular time. All other shareholder questions will be addressed at the end of the meeting. Please see the rules of conduct posted along with other meeting materials on the Broadridge site. I'd like to introduce our Corporate Secretary, Kristen L. DiSanto, who will conduct the formal business portion of this meeting. Thank you, Ned. Good morning. We have received an affidavit of mailing from Broadridge Financial Solutions certifying that the Notice of Annual Meeting of Shareholders and Internet Availability of Proxy Materials was duly given on March 17, 2026 to all shareholders of record at the close of business on March 3, 2026. Additional proxy materials relating to the third proposal were filed on April 9, 2026. As of March 3, 2026, there were 19,039,948 shares of common stock of the corporation outstanding. Approximately 86% of the shares are represented in person or by proxy at the annual meeting. As proper notice has been given and a quorum is present, this meeting is duly convened for the purpose of transacting such business as may properly come before it. The polls are open for shareholders to vote. However, you do not need to vote at this meeting if you have already voted by proxy. If you wish to vote or change your previously submitted vote, you may do so while the polls are open by following the instructions in the meeting website. The first item on the agenda is the election of four directors. The articles of incorporation provide that our board may be divided into three classes as equal in size as possible. Based on the recommendation of the Nominating and Corporate Governance Committee, the board has nominated Robert A. DiMuccio, CPA, Sandra Glaser Parrillo, Debra M. Paul, and Jeffrey M. Wilhelm, each to serve for a three-year term and until their successors are duly qualified and elected. Each nominee's qualifications are described in this year's proxy statement. As no other persons have been nominated in accordance with the corporation's governing documents, the nominations are now closed. Have any questions been submitted concerning this proposal? Seeing none, we will move to the next proposal. The second proposal to be voted on is the ratification of the selection of Crowe LLP as the independent registered public accounting firm of the corporation for the year ending December 31st, 2026. Have any questions been submitted concerning this proposal? Seeing none, we will move to the next proposal. The third proposal to be voted upon is the approval of an amendment to the Washington Trust Bancorp, Inc. 2022 Long-Term Incentive Plan, increasing the number of shares of common stock available for issuance under the plan by 500,000 shares. Have any questions been submitted concerning this proposal? Seeing none, we will move to the final proposal. The final proposal is a non-binding advisory resolution to approve the compensation of the corporation's named executive officers. Have any questions been submitted concerning this proposal? Seeing none, that concludes the matters to be voted on as outlined in the Notice of Annual Meeting, and I hereby declare the polls closed for voting on all proposals. Based on preliminary voting results, each of the 4 director nominees has been elected. The selection of Crowe LLP as the independent registered public accounting firm for the year ending December 31, 2026 has been ratified. The amendment to the Washington Trust Bancorp, Inc. 2022 Long-Term Incentive Plan has been approved, and the non-binding advisory resolution to approve the compensation of the corporation's named executive officers has been approved. The final voting results of today's meeting will be reported on a Form 8-K filed with the SEC within the next 4 business days. This filing will also be posted on the corporation's website. That concludes the formal business portion of this meeting, and I now declare the meeting adjourned. I'll turn it back over to Ned Handy to respond to any shareholder questions that may have been submitted during the meeting. As no questions have been submitted, that concludes today's meeting. Thank you for joining us for today's annual meeting. We truly appreciate your engagement and your continued trust, confidence, and support of our corporation. For more information about Washington Trust Bancorp, Inc., please visit our website at ir.washtrust.com, and have a great day. That concludes our meeting today. You may now disconnect.