Debra M. Paul
About Debra M. Paul
Independent director of Washington Trust Bancorp, Inc. (WASH); age 61; joined the Board March 1, 2024; current term expires in 2026 . She is an Audit Committee member and has been designated an “audit committee financial expert,” reflecting deep audit/accounting expertise; the Board has affirmatively determined she is independent under Nasdaq rules . Background includes CEO and CFO roles in healthcare services and prior senior audit experience at KPMG; she is a former Certified Public Accountant .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fellowship Health Resources (FHR), subsidiary of Elwyn | Chief Executive Officer | Jul 2013 – Dec 2021 | Led multi-site behavioral health services organization |
| Elwyn | Senior Vice President, Integration | Dec 2021 – Jun 2022 | Post-CEO integration leadership role |
| Fellowship Health Resources (FHR) | Chief Financial Officer | 2012 – 2013 | Finance leadership prior to CEO |
| Women & Infants Hospital | CFO & SVP Finance | 2006 – 2011 | Hospital finance leadership |
| KPMG LLP | Senior Audit Manager | — | Audit/accounting leadership; former CPA |
External Roles
| Organization | Role | Status | Notes / Interlocks |
|---|---|---|---|
| Amica Mutual Insurance Company | Director; Audit Committee Chair | Current | Interlock: WASH Lead Director Robert A. DiMuccio is Amica’s former CEO/Chair (retired 2022) |
| Elwyn | Director; Audit Committee Chair | Current | Non-profit human services organization |
| Blue Cross Blue Shield of Rhode Island | Director | Prior | Prior board service |
| Coastway Bancorp, Inc. | Director | 2008 – 2018 | Company acquired by HarborOne Bancorp, Inc. in 2018 |
Board Governance
- Committee assignments: Audit Committee member; designated Audit Committee Financial Expert .
- Independence: Board determined she is independent under Nasdaq rules .
- Attendance: In 2024, each director attended at least 75% of aggregate Board and committee meetings of which they were a member; all directors attended the 2024 Annual Meeting .
- Meetings held in 2024: Board (12), Audit (9), Compensation (7), Executive (1), Nominating (4) .
- Board leadership: CEO also serves as Chair; Lead Independent Director role is held by the Chair of the Nominating Committee. The current Lead Director is Robert A. DiMuccio (µ), who also chairs Nominating and the Executive Committee; Lead Director presides over executive sessions and agenda coordination .
- Board structure: Classified board (3 classes); mandatory retirement at age 72; 11 directors as of the proxy date .
- Executive sessions: Held as needed and at least twice per year .
Fixed Compensation
Director compensation structure (non-employee directors):
| Element | Chair ($) | Member ($) |
|---|---|---|
| Board retainer (Corporation) | — | 35,000 |
| Lead Director (additional) | 10,000 | — |
| Audit Committee | 25,000 | 12,000 |
| Compensation Committee | 12,000 | 6,000 |
| Nominating Committee | 9,000 | 4,000 |
| Trust Committee (Bank) | 10,000 | 6,000 |
| Finance Committee (Bank) | — | 20,000 (Chair is employee; no chair fee) |
Debra M. Paul – 2024 actual director compensation:
| Year | Cash Retainer ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 35,167 | 35,034 (RSUs) | 70,201 |
Notes:
- No meeting fees; retainer-only model reflects continuous “on call” nature of board service .
- Directors may defer up to 100% of compensation into the Nonqualified Deferred Compensation Plan; no company contributions for directors .
Performance Compensation
Non-employee director equity (time-vested; not performance-conditioned):
| Grant Date | Instrument | Units | Fair Value ($) | Vesting | Dividend Equivalents |
|---|---|---|---|---|---|
| 2024-06-20 | RSUs | 1,360 | 35,034 | Earliest of 3-year anniversary, change in control, death, or retirement from Board | Included |
Other Directorships & Interlocks
| Linkage | Description | Governance Implication |
|---|---|---|
| Amica Mutual | Paul is current director and Audit Chair at Amica; WASH Lead Director Robert A. DiMuccio is Amica’s former CEO/Chair (ret. 2022) | Network tie may aid oversight quality (domain knowledge) but warrants monitoring for groupthink; no related-party transaction disclosed |
Expertise & Qualifications
- Financial expert: Audit/accounting and financial reporting depth; designated audit committee financial expert .
- Operating leadership: CEO of FHR; CFO roles at FHR and Women & Infants Hospital .
- Governance experience: Audit Committee Chair roles at Amica Mutual and Elwyn; prior public company board (Coastway Bancorp) .
- Former CPA; KPMG senior audit manager .
Equity Ownership
| As of | Common Shares | Exercisable Options | Vested RSUs (within 60 days) | Unvested RSUs | Percent of Class |
|---|---|---|---|---|---|
| Feb 25, 2025 | 0 | 0 | 0 | 1,360 (granted 6/20/24) | 0.00% |
Ownership alignment policies:
- Stock ownership guidelines: Non-employee directors required to hold 5x annual Board retainer; expected within five years; until met, must retain 100% of vested director equity .
- Status: As of Dec 31, 2024, all executives and directors either met ownership guidelines or were adhering to retention requirements .
- Hedging/pledging: Hedging prohibited for directors; pledging permitted only case-by-case with Audit Committee approval .
Governance Assessment
Strengths
- Independent director with audit chair experience and designated audit committee financial expert status; enhances oversight of financial reporting and risk .
- Clear independence determination; board uses executive sessions and has an active Lead Independent Director with defined responsibilities .
- Director equity aligns pay with long-term shareholder value; director ownership guidelines and retention rules in place .
- Strong compliance posture: Section 16(a) filing compliance; related-party loans limited and in ordinary course, compliant with Regulation O .
- Shareholder alignment indicators: 93% Say-on-Pay support in 2024, suggesting broad investor support for executive pay program governance .
Watch items / potential red flags
- Low current direct stock ownership (0 common shares as of 2/25/2025), though tenure is short and unvested RSUs are outstanding; monitor progression toward ownership guideline over five-year window .
- Board leadership structure combines CEO/Chair; mitigated by an empowered Lead Independent Director (Chair of Nominating), but structure warrants ongoing scrutiny .
- Network tie with Amica (Paul as current Audit Chair; Lead Director DiMuccio as former CEO/Chair) is not a related-party transaction but merits monitoring for potential groupthink or undue influence; no transactions disclosed .
Attendance and engagement
- Board/Committee workload in 2024: Board (12), Audit (9); all directors met at least 75% attendance, and all attended 2024 Annual Meeting—indicates baseline engagement .
Policies supporting investor confidence
- Anti-hedging policy for directors; case-by-case pledging only; robust related-party review procedures; annual compensation risk assessment; independent compensation consultant (Meridian) with no conflicts .
Overall view
- Paul brings strong audit/finance and healthcare operating credentials, is independent, and fills a critical Audit Committee role as a financial expert. Key monitoring areas are building personal ownership over time and maintaining independent challenge amid a network tie to Amica and a combined CEO/Chair structure. Governance frameworks (Lead Director, executive sessions, ownership guidelines, anti-hedging) help mitigate risks .