Edwin J. Santos

About Edwin J. Santos

Edwin J. Santos, age 65, has served as an independent director of Washington Trust Bancorp, Inc. since 2012; his current term runs through the 2027 Annual Meeting. He is a former Group EVP and General Auditor of Citizens Financial Group (retired 2009) with a career spanning risk management, corporate governance, internal audit, and bank acquisitions/reengineering, and currently chairs Washington Trust’s Compensation Committee. He also serves on the Audit and Nominating Committees and, as a committee chair, is a member of the Executive Committee; the Board has determined he is independent under Nasdaq rules.

Past Roles

External Roles

Board Governance

• Board leadership: Combined CEO/Chair; an Independent Lead Director (the Nominating Committee Chair) sets agendas with the CEO/Chair and presides over executive sessions. Executive sessions of independent directors are held at least twice annually.
• Independence: The Board determined Santos is independent under Nasdaq rules.
• Committee assignments and 2024 workload: Board (12 meetings), Audit (9), Compensation (7), Executive (1), Nominating (4). Each director attended at least 75% of board and committee meetings; all directors attended the 2024 Annual Meeting.
• Compensation Committee composition: Santos (Chair), DiMuccio, Howes, Parrillo; Committee uses independent consultant Meridian. No compensation committee interlocks disclosed.

Fixed Compensation (Non-Employee Director)

Program structure and Santos’s 2024 outcome:

• Cash: Board retainer ($35,000) plus committee retainers (e.g., Audit member $12,000; Compensation Chair $12,000; Nominating member $4,000; Bank Trust Committee member $6,000; no meeting fees). Retainers only; no separate meeting fees.
• Equity: Annual RSU grant to each non-employee director on June 20, 2024 of 1,360 RSUs with dividend equivalents; vests at the earliest of 3 years, change-in-control, death, or Board retirement as defined.

Performance Compensation

• Washington Trust does not use performance-based pay for directors; annual director equity grants are time-based RSUs with dividend equivalents that vest per the director equity plan terms. No performance metrics apply to director grants.

Other Directorships & Interlocks

• Compensation Committee interlocks: None disclosed for WASH’s Compensation Committee (Santos is Chair).

Expertise & Qualifications

• Banking/risk/internal audit leader: Former Group EVP and General Auditor (Citizens); prior senior roles at FleetBoston; expertise spans risk management, internal controls, governance, acquisitions, and process reengineering.
• Public company audit oversight: Audit Committee Chair at Flywire (NASDAQ), adding relevant financial oversight depth.
• Community and non-profit governance leadership in Rhode Island; strong regional ties and reputation.

Equity Ownership (Skin-in-the-Game)

• Director ownership policy: Non-employee directors must hold stock equal to 5x annual retainer; until met, must retain 100% of vested equity grants. As of 12/31/2024, all directors either met the requirement or are adhering to retention guidelines.

Governance Assessment

• Strengths and positive signals:

  • Independent director with deep bank risk/audit background; chairs Compensation Committee and serves on Audit and Nominating, aligning expertise with key oversight functions.
  • Transparent, retainer-based director pay (no meeting fees) plus annual time-based RSUs; 2024 Santos compensation was $104,034 (cash $69,000; stock $35,034), in line with program design.
  • Strong shareholder support on say‑on‑pay (93% approval in 2024), reflecting confidence in pay oversight under Santos’s Compensation Committee leadership.
  • Use of independent compensation consultant (Meridian) overseen by the committee; no conflicts of interest, and not hired for other services ($87,174 in 2024).
  • Ownership alignment: director stock ownership guideline (5x retainer) with retention requirement; directors compliant or observing retention.

• Watch items and potential conflicts:

  • Combined CEO/Chair structure; mitigated by an Independent Lead Director and executive sessions at least twice per year. Investors often prefer an independent chair; structure places more weight on the Lead Director’s effectiveness.
  • Related-party/insider credit policy: aggregate extensions of credit to directors/executives totaled $961,891 at 12/31/2024, on market terms and Regulation O compliant; no Santos-specific transactions disclosed. Continue monitoring for any director‑specific dealings.
  • Audit Committee “financial expert” designation does not include Santos (experts are DiMuccio, Gencarella, Paul, Ruggieri), though Santos sits on Audit. Consider whether Audit composition optimally aligns expert designations with workloads.

• Compliance and controls:

  • Section 16(a) compliance: all insider filings timely in 2024.
  • Anti-hedging policy applies to directors and officers; pledging requires Audit Committee approval (policy notes no pledges by named executive officers; director pledges not indicated).
  • Related party transaction review procedures in place; Board annual review of director/insider transactions and independence.

Overall: Santos brings seasoned bank risk/audit governance and regional community leadership with aligned ownership and clean interlock profile. The key governance sensitivity is the combined CEO/Chair structure, which WASH addresses via a Lead Independent Director framework and regular executive sessions. Compensation oversight credibility is supported by strong say‑on‑pay outcomes and independent consultant controls under his committee.