Angel Taveras

About Angel Taveras

Angel Taveras, age 54, joined Washington Trust Bancorp’s Board on March 1, 2024 and is an independent non‑employee director serving on the Audit Committee . He is Senior Counsel at Adler Pollock & Sheehan P.C. (since Jan 2024), a former Partner at Womble Bond Dickinson (US) LLP and Greenberg Traurig LLP, and previously served as Mayor of Providence, RI (2011–2015). He holds degrees from Harvard University and Georgetown University Law Center .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Taveras is independent under Nasdaq rules .
• Committee assignments: Audit Committee member; committee chaired by John T. Ruggieri; financial experts are DiMuccio, Gencarella, Paul, and Ruggieri (Taveras is not designated a financial expert) .
• Meeting cadence and attendance: 2024 meetings—Board (12), Audit (9), Compensation (7), Executive (1), Nominating (4). Each director attended at least 75% of the meetings of the Board and committees on which they served .
• Executive sessions: Independent directors hold executive sessions at least twice per year; Lead Director presides (Lead Director is the Nominating Committee Chair per guidelines) .
• Lead Independent Director: Identified via symbol “µ” in committee table; separate from Taveras .

Fixed Compensation

• Washington Trust’s 2024 non‑employee director cash retainer schedule: Board retainer $35,000; Lead Director +$10,000; Audit Committee Chair $25,000 / Member $12,000; Compensation Chair $12,000 / Member $6,000; Nominating Chair $9,000 / Member $4,000; Finance Committee (Bank) Member $20,000; no meeting fees; employee directors receive no director pay .
• Taveras 2024 actual cash retainer earned: $37,167 (partial year from March 1, 2024 and committee roles) .

Performance Compensation

• Equity grants for non‑employee directors are time‑based RSUs with target value generally equal to the annual Board retainer; RSUs vest at the earliest of three years from grant, change in control, death, or retirement .
• 2024 RSU grant to each continuing non‑employee director (including Taveras): 1,360 RSUs granted on June 20, 2024; aggregate grant‑date fair value $35,034 . Dividends accrue as dividend equivalents payable upon vesting .

No director options or performance‑linked awards were disclosed for Taveras; director equity is time‑vested only .

Other Directorships & Interlocks

• No other public company directorships disclosed in the WASH proxy for Taveras; current roles are at Brown University Health, Educare LLC, and IKEA Foundation (non‑public/non‑profit/LLC as disclosed) .
• Compensation Committee interlocks: None reported for the Corporation; committee members (Santos, DiMuccio, Howes, Parrillo) had no interlocks requiring disclosure .

Expertise & Qualifications

• Extensive legal expertise; former Mayor of Providence with governmental leadership and civic experience; academic involvement; board and audit committee service at Brown University Health .

Equity Ownership

• Beneficial ownership: 100 common shares as of Feb 25, 2025; no vested RSUs within 60 days (unvested RSUs separate) .
• Unvested RSUs at year-end 2024: 1,360 .
• Stock ownership guidelines: Non‑employee directors must hold stock equal to five times the annual cash retainer within five years; directors either meet the requirement or adhere to retention guidelines (new directors have a five‑year ramp) .
• Hedging/pledging policy: Hedging is prohibited for directors and executive officers; pledging may be permitted on a case‑by‑case basis with Audit Committee approval .

Fixed Compensation (Director Compensation Table – 2024)

Board Governance (Committee Composition and Meetings)

Related Party Transactions and Conflicts

• Regulation O loans: The Bank had ordinary course transactions (including borrowings) with certain directors/officers on substantially the same terms as unrelated parties; aggregate extensions of credit to all directors/executive officers and related interests totaled $961,891 at Dec 31, 2024 . Transactions are reviewed annually; procedures ensure arms‑length terms and do not impair independence .
• No specific related‑party transactions or conflicts involving Taveras are disclosed in the proxy .

Say‑on‑Pay & Shareholder Feedback (context for governance culture)

• 2024 say‑on‑pay support was 93% in favor, indicating positive shareholder sentiment on compensation governance .

Governance Assessment

• Strengths:

  • Independent director with legal and public‑sector leadership; Audit Committee participation enhances oversight breadth .
  • Board executes regular executive sessions and maintains independent leadership structure via Lead Director .
  • Clear director ownership guidelines and anti‑hedging policy; time‑vested RSUs create long‑term alignment .
  • Strong attendance culture (≥75% for all directors), with defined committee membership and meeting cadence .

• Potential flags and watch‑items:

  • Early tenure implies modest outright share ownership (100 shares) with alignment largely via unvested RSUs; monitor progress to 5x retainer guideline over five years .
  • Pledging allowed on case‑by‑case basis (policy); confirm no pledging by directors to avoid alignment risk .
  • As Senior Counsel in private practice, continue monitoring for any prospective legal engagements or transactions that might require related‑party review; current proxy indicates no such transactions .

Overall, Taveras appears independent, engaged, and additive to Audit oversight, with compensation and ownership structures aligned to shareholder interests through time‑based equity and ownership guidelines .