Constance A. Howes
About Constance A. Howes
Independent director of Washington Trust Bancorp, Inc., age 71, serving since 2018 with current term expiring in 2027. Former President & CEO of Women & Infants Hospital of Rhode Island; senior executive roles at Care New England; prior business law practice; adjunct and advisory academic roles in health law and leadership. Recognized for legal expertise and leadership in large healthcare organizations; experience on nonprofit, industry, and government boards . The Board has determined she is independent under Nasdaq Listing Rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Women & Infants Hospital of Rhode Island | President & CEO | Oct 2002–Oct 2013 | Led large healthcare organization; executive leadership credentials |
| Care New England Health System | EVP of Women’s Health | Oct 2013–Oct 2015 | Senior operating leadership in regional health system |
| Care New England Health System | Women’s Health Advisor | Nov 2015–Jul 2016 | Strategic advisory role |
| Law Practice (Providence, RI) | Business Lawyer | Prior to healthcare; dates not disclosed | Legal expertise underpinning board qualifications |
| Roger Williams School of Law | Adjunct Professor (Health Law & Policy) | 2017 and 2019 | Academic instruction in health law |
| Brown University EMHL Program | Faculty Advisor | 2014–2020 | Executive education advisory experience |
External Roles
| Organization | Role | Type | Tenure |
|---|---|---|---|
| American Hospital Association | Board of Trustees (previously served) | Nonprofit/Industry | Not disclosed |
| RI Governor’s Workforce Board | Chair (previously) | Government/Policy | Not disclosed |
| Various community organizations | Board member (previously) | Nonprofit | Not disclosed |
Board Governance
- Committee assignments: Member—Compensation Committee; Executive Committee; Nominating Committee; not on Audit Committee .
- Committee chair roles: None disclosed; Compensation Committee chaired by Edwin J. Santos; members include Robert A. DiMuccio, Constance A. Howes, Sandra Glaser Parrillo .
- Independence: Independent director per Nasdaq Listing Rules .
- Attendance: Each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Meetings held in 2024: Board (12), Audit (9), Compensation (7), Executive (1), Nominating (4) .
- Executive sessions: Conducted at least twice per year; Lead Director presides (Lead Director is chair of Nominating Committee) .
- Mandatory retirement: Directors resign upon attaining age 72 at the Annual Meeting following such birthday; no waivers .
| Governance Item | Status/Detail |
|---|---|
| Independence | Independent |
| Board Membership | Director since 2018; term expires 2027 |
| Committees (2024) | Compensation—Member; Executive—Member; Nominating—Member; Audit—Not a member |
| Attendance (2024) | ≥75% of Board/committee meetings; attended 2024 Annual Meeting |
| Executive Sessions | ≥2 per year; presided by Lead Director |
| Mandatory Retirement | Age 72 rule applies; no exceptions |
Fixed Compensation
| Component (2024) | Amount/Detail |
|---|---|
| Cash Retainer | $73,667 |
| Equity Grant—RSUs (grant date 6/20/2024) | 1,360 units; dividend equivalents; vest at earliest of 3-year anniversary, change in control, death, or retirement from Board |
| Grant Date Fair Value of RSUs | $35,034 |
| Unvested RSUs (as of 12/31/2024) | 3,220 units |
| Director cash retainer schedule (reference) | Board retainer $35,000; Lead Director add’l $10,000; committee retainers: Audit Chair $25,000/Member $12,000; Compensation Chair $12,000/Member $6,000; Nominating Chair $9,000/Member $4,000; Trust (Bank) Chair $10,000/Member $6,000; Finance (Bank) Member $20,000 |
Performance Compensation
- None disclosed for directors; annual director equity is time-vested RSUs (no performance metrics) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Compensation Committee interlocks | None requiring disclosure; committee consists of Santos (Chair), DiMuccio, Howes, Parrillo |
| Shared directorships with competitors/suppliers/customers | Not disclosed |
Expertise & Qualifications
- Legal expertise; former business lawyer .
- Healthcare leadership (President/CEO; EVP; advisor) .
- Academic experience (adjunct professor; executive program faculty advisor) .
- Governance experience on nonprofit, industry, government boards .
Equity Ownership
| Holder | Common Stock | Exercisable Options | Vested RSUs | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| Constance A. Howes, Esq. | 4,310 | — | 630 | 4,940 | 0.03% |
| Stock Ownership Guidelines (Directors) | 5× annual retainer; expected within 5 years; hold 100% of vested equity until met | — | — | Compliance status: all directors either achieved or adhere to retention guidelines | — |
Governance Assessment
- Board effectiveness: Howes adds legal and healthcare operator experience; active on Compensation, Nominating, and Executive Committees, supporting governance, pay oversight, and board evaluation processes .
- Independence & engagement: Affirmed independent; attended ≥75% of meetings; attended 2024 Annual Meeting; participates in executive sessions framework led by the Lead Director .
- Pay alignment: Director pay mix combines fixed cash retainer and RSUs equal to annual retainer; RSUs vest with long-term horizon, promoting ownership alignment; Howes held 3,220 unvested RSUs as of year-end and received a 1,360-unit grant in 2024 .
- Ownership alignment: Beneficial ownership of 4,940 shares; director ownership guidelines in place (5× retainer), with compliance or retention adherence across directors .
- Compensation governance: As Compensation Committee member, Howes is part of a committee using an independent consultant (Meridian); no consultant conflicts; 2024 consulting fees totaled $87,174; strong clawback policy amended in Nov 2023 under Dodd-Frank Section 954; no interlocks disclosed .
- Related-party and conflicts: Insider loans to directors/officers totaled $961,891 at 12/31/2024, extended on market terms with Regulation O compliance; related-party transactions reviewed annually for independence; no director-specific adverse disclosures for Howes .
- Risk indicators: Mandatory retirement at age 72 introduces near-term board refresh risk for succession (Howes is 71); otherwise no red flags disclosed (no pledging disclosure for directors; insider filing compliance met; no compensation committee interlocks; director equity not performance-repriced) .
RED FLAGS: None disclosed specific to Howes. Monitor upcoming retirement timing due to age-72 mandatory rule for continuity planning .