Edward O. Handy III
About Edward O. Handy III
Edward O. Handy III (age 63) is Chairman and Chief Executive Officer of Washington Trust Bancorp, Inc. and The Washington Trust Company, serving as Chairman & CEO since 2018 and a director since 2016; he joined Washington Trust in 2013 as President & COO . He has 11 years of service at Washington Trust as of the 2025 proxy . Washington Trust’s 2024–2025 operating context under his leadership included a December 2024 $70.5 million common equity raise and balance sheet repositioning intended to accelerate 2025 profitability; GAAP 2024 net income was impacted by repositioning losses, but adjusted results (excluding the repositioning) funded a maximum bonus pool tier, and management highlighted strong capital, liquidity, and asset quality entering 2025 (NPA 0.34% of assets; past dues 0.23%) . Pay-versus-performance disclosures show 2023 TSR index 74.73 (base $100 in 2020), ROE 10.57%, and net income $48.2 million; 2022 TSR 101.04, ROE 14.49%, net income $71.7 million .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Washington Trust Bancorp/Bank | Chairman & CEO | 2018–present | Leads strategy and operations; background in commercial banking, credit administration, and loan workout cited as board qualifications |
| Washington Trust Bancorp/Bank | President & COO | 2013–2018 | Oversaw enterprise operations prior to CEO transition |
| Citizens Bank (Rhode Island & Connecticut) | President | 2009–2013 | Commercial and leadership experience in regional banking |
| Citizens Financial Group | EVP, Head of Commercial Real Estate | 2007–2009 | CRE lending leadership |
| Charter One Bank of Ohio (Citizens affiliate) | President & CEO | 2005–2008 | Led affiliate bank operations |
| Citizens Bank and related companies | Senior leadership roles | 1995–2005 | Progressively senior roles in commercial real estate lending |
| Fleet National Bank | Commercial lending and credit analysis | Not disclosed | Credit analysis foundation |
External Roles
- No additional public company directorships are disclosed for Mr. Handy in the 2024 or 2025 proxy biographical sections .
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $750,000 | $780,000 | $811,000 |
| Annual Incentive Design and Target | 2023 | 2024 |
|---|---|---|
| Target Bonus (% of salary) | 50% (CEO) | 50% (CEO) |
| Plan structure | Annual Performance Plan: Corporate (Net Income, EPS, ROE) 70% weight; Individual 30% | Executive Bonus Plan (one-year only): bonus pool funded by GAAP net income; Committee could adjust for unusual items (excluded public offering/repositioning) |
| Annual Bonus Outcomes (CEO) | 2023 | 2024 |
|---|---|---|
| Corporate component payout | 0% (below 80% threshold) | N/A – pool-based plan; pool achieved Tier 2 (150% of target) before negative discretion |
| Individual component payout | 100% of individual component (30% of total target) | N/A – awards allocated from pool based on individual performance |
| Total payout vs reference | 30% of target | 59.0% of “available award” (available award = 150% of target) |
| Cash bonus ($) | $112,385 | $148,914 |
| Equity delivered in lieu of cash ($) | — | $196,114 of RSUs (3-yr vest) |
| Other Fixed/Benefits (CEO) | 2023 | 2024 |
|---|---|---|
| 401(k) employer contributions ($) | $23,100 | $24,150 |
| Nonqualified Plan employer contributions ($) | $66,808 | $69,381 (includes 5% of salary contribution) |
| Auto & parking allowance ($) | $12,360 | $12,360 |
| Country/club membership ($) | $10,000 | — (not listed for 2024) |
| Life & disability insurance ($) | $7,556 (incl. disability) | $7,600 (incl. disability) |
Performance Compensation
Short-Term Incentives
- 2023 Annual Performance Plan metrics and thresholds: Corporate metrics equally weighted among Net Income, EPS, and ROE (payout curve starts at 80% of target), with CEO weighting 70% corporate/30% individual . Corporate result paid 0%; Committee approved full individual component resulting in 30% of total target and $112,385 to the CEO .
- 2024 Executive Bonus Plan (one-year replacement): Bonus pool funded by GAAP net income; adjusted to exclude 2024 capital raise/balance sheet repositioning; Tier 2 net income goal achieved (pool = 150% of target). Committee applied negative discretion; CEO total award = $345,028 (cash $148,914 + RSUs $196,114), equal to 59.0% of the available pool award .
Long-Term Incentives (Equity)
| 2024 LTI Design (granted 3/19/2024) | Performance Share Units (PSUs) | Time-Based RSUs |
|---|---|---|
| CEO target shares | 9,480 target (threshold 4,740; max 18,960) | 9,480 |
| Metrics/weighting | Relative Core ROE 40%; Relative Core EPS Growth 40%; Relative Net Charge-Offs 20% (vs New England/Mid-Atlantic banks $3–14B) | Time-based (no performance) |
| Performance period | 1/1/2024–12/31/2026 | 3-year time-based vest (cliff) |
| Vesting | Cliff vest after performance certification; dividends retroactive in cash on earned shares | Vests 3/19/2027 |
| Payout range | 0–200% of target | N/A |
| Recent PSU Outcomes | Metric | PSU grant | Final payout |
|---|---|---|---|
| 2021 PSU (performance 2021–2023; certified 4/22/2024) | Weighted avg percentile: Core ROE 69%; Core EPS Growth below threshold; Final payout 69% | CEO target 8,720 shares; CEO earned 6,017 shares; dividends $42,600 | 69% |
| 2020 PSU (performance 2020–2022; certified 4/24/2023) | Final payout 84.8% | CEO target 11,050 shares; CEO earned 9,371 shares; dividends $64,566 | 84.8% |
| 2018 PSU (performance 2018–2022; certified 4/24/2023) | Final payout 117.4% | CEO target 2,770 shares; CEO earned 3,252 shares; dividends $34,634 | 117.4% |
Equity Ownership & Alignment
| Beneficial Ownership (as of 2/25/2025) | Shares | % of shares outstanding |
|---|---|---|
| Edward O. Handy III | 41,854 | 0.22% |
| Unvested/Unearned Equity (12/31/2024) | Units (#) | Market value ($ at $31.35) |
|---|---|---|
| PSU, 2022–2024 cycle (est. 80% of target for table presentation) | 5,752 | $180,325 |
| PSU, 2023–2025 cycle (assumed 100% target for table presentation) | 9,510 | $298,139 |
| PSU, 2024–2026 cycle (assumed 100% target for table presentation) | 9,480 | $297,198 |
| RSU, time-based (vests 3/19/2027) | 9,480 | $297,198 |
Additional alignment policies and status:
- Ownership guidelines: CEO must hold stock = 2x base salary; executives must retain 50% of vested equity until guidelines met; as of 12/31/2024, all executives/directors either met the requirement or are adhering to retention .
- Anti-hedging and pledging: Hedging prohibited; pledging permitted case-by-case with Audit Committee approval; no named executive officer has pledged any stock .
- Insider/vesting activity: In 2024, CEO settled 6,017 PSU shares from the 2021 grant (value at vest $197,538 incl. dividends per table) . No stock options outstanding for the CEO; no 2024 option grants to NEOs .
Deferred Compensation (potential liquidity cushion):
- CEO Nonqualified Deferred Compensation plan balance at 12/31/2024: $3,246,300; 2024 CEO deferrals $56,193; employer contributions $69,381; plan earnings $285,525 .
Employment Terms
- Employment agreements: The company does not maintain employment contracts with NEOs .
- Change-in-control protections (double trigger; no excise gross-up): CEO receives 3x (base salary + average bonus over prior 3 years) and 36 months of medical/dental benefits; other NEOs 2x and 24 months. Payments are reduced to avoid 280G excise tax if this yields higher net benefits .
- Clawback policy: Incentive Compensation Clawback and Forfeiture Policy (amended Nov 2023) compliant with Dodd-Frank 954; recovers excess incentive pay upon material restatements and permits additional recoupment for misconduct .
- Severance absent CIC: No severance/benefit continuation for voluntary/involuntary termination, retirement, disability, or death (other than legally required) .
Illustrative 12/31/2023 potential post-employment economics (per proxy modeling):
| Scenario (CEO) | Severance | Accelerated equity (intrinsic value) | Health benefits | 280G cutback | Total |
|---|---|---|---|---|---|
| Change in control + qualifying termination | $3,455,000 | $864,198 | $48,095 | $(889,011) | $3,478,282 |
| Death | — | $864,198 | — | — | $864,198 |
| Retirement | — | $510,573 | — | — | $510,573 |
Board Service and Governance
- Board roles: Director since 2016; term expiring in 2025; Chairman of the Board since 2018; also serves on the Executive Committee .
- Dual-role structure: Board combines Chair & CEO roles; mitigated by an independent Lead Director (Chair of Nominating Committee) who presides over executive sessions, sets agendas with the CEO, and acts as liaison with non-management directors .
- Independence: The proxy lists independent directors; Mr. Handy is not listed among the independent directors (consistent with his CEO role) .
- Board/Committee activity: 2024 meetings – Board (12), Audit (9), Compensation (7), Executive (1), Nominating (4); all directors attended at least 75% of meetings of the Board and their committees; all directors attended the 2024 Annual Meeting .
- Say-on-pay support: 93% approval at 2024 Annual Meeting (for 2023 compensation); 94% approval at 2023 Annual Meeting (for 2022 compensation) .
Performance & Track Record
| Pay vs Performance Snapshot | 2020 | 2021 | 2022 | 2023 |
|---|---|---|---|---|
| Company TSR index (base $100 at 2020) | 88.20 | 115.44 | 101.04 | 74.73 |
| Peer group TSR index (Company’s selected peer benchmark) | 92.50 | 132.19 | 110.67 | 106.87 |
| Net Income ($000s) | 69,829 | 76,870 | 71,681 | 48,176 |
| ROE (%) | 13.51 | 14.03 | 14.49 | 10.57 |
Execution highlights and 2024 repositioning:
- December 2024 equity raise ($70.5 million net) and balance sheet repositioning (sold $409 million amortized cost AFS securities at 2.65% yield and reinvested $378 million at 5.30%; sold $345 million amortized cost residential mortgages at 3.02% rate to repay wholesale funding); management expects meaningful NIM, net income, and capital accretion in 2025; dividend yield 7.15% at 12/31/2024 (stock $31.35) .
- Asset quality at 12/31/2024: NPAs 0.34% of total assets; past due loans 0.23% of total loans .
- 2024 strategic focus and customer/digital initiatives (omnichannel account opening, live chat, Spanish-language site, cobrowse; wealth management portal) and branch expansion in Smithfield and Providence (Olneyville) .
Compensation Structure Analysis
- Mix and trends: CEO salary increased modestly (2023: $749k; 2024: $779k; 2025: $811k) while variable pay was reduced relative to target in 2023 (30% of target) and sized below maximum pool in 2024 (59% of available award), reflecting performance/risk environment and Committee discretion .
- Shift to PSUs: Long-term equity grants emphasize PSUs with multi-metric, relative-performance design and 0–200% payout, with three-year cliff vest; RSUs also granted with 3-year vest; no option awards to NEOs in 2024 .
- Governance features: No employment contracts; double-trigger CIC; no excise tax gross-ups; anti-hedging; pledging restricted; Dodd-Frank-compliant clawback; independent consultant (Meridian) advising Committee .
Equity Ownership & Alignment (Risk Considerations)
- Skin-in-the-game: CEO beneficially owns 41,854 shares (0.22% of outstanding) as of 2/25/2025 .
- Upcoming vesting/selling pressure: 2024 RSUs (9,480) vest on 3/19/2027; PSUs from 2024 grant (target 9,480) will be determined on 2024–2026 performance then vest at 3 years; 2023 PSU cycle (target 9,510) runs through 2025 .
- Pledging/hedging: No pledging by NEOs; hedging prohibited .
Compensation Peer Group and Shareholder Feedback
- Peer-group benchmarking: The Compensation Committee annually benchmarks pay vs. a Northeast/Mid-Atlantic regional bank peer set (assets roughly 0.5×–2× WASH; e.g., in 2024 CD&A for 2024 pay decisions peers ranged $3–$14B; similar peer methodology used for 2023 decisions) .
- Say-on-pay: Strong shareholder support (93% in 2024; 94% in 2023), and the Committee maintained core design while adjusting 2024 STI mechanics to reflect the operating environment .
Investment Implications
- Pay-for-performance alignment: Below-target cash incentives in 2023 and discretionary “right-sizing” in 2024, combined with PSU-heavy LTI and three-year vesting, indicate a conservative alignment to performance and risk; clawback and no-gross-up policy further reduce governance risk .
- Retention and overhang: Significant unvested equity (2023–2026 cycles) and a sizeable deferred comp balance ($3.25M) support retention; absence of non-CIC severance increases reliance on ongoing performance/equity value for retention .
- Potential supply from vesting: 2024 RSU tranche (9,480) vests in March 2027, and PSUs could vest in 2025/2027 depending on cycle outcomes; monitor Form 4 filings around those windows for selling pressure signals .
- Governance: Combined Chair/CEO role is mitigated by a strong Lead Independent Director structure and independent committee leadership; say-on-pay support remains high, lowering near-term governance activism risk .