John T. Ruggieri
About John T. Ruggieri
Independent director of Washington Trust Bancorp, Inc. (WASH); age 68; director since 2019 with term expiring at the 2025 Annual Meeting. Former CFO with deep audit, finance, accounting, taxation, and construction/real estate expertise; designated audit committee financial expert. Former certified public accountant.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gilbane Building Company | Senior Vice President & Chief Financial Officer | 2005–Apr 2022 | Led finance for global construction and facility management; strengthened audit/financial controls expertise. |
| Gilbane, Inc. | Vice President & Chief Financial Officer | 2005–Apr 2022 | CFO for global construction and real estate development; enhanced real estate and facilities management knowledge. |
| Emissive Energy Corporation | Executive Vice President & Chief Financial Officer | Prior to 2005 (dates not specified) | Manufacturing sector finance leadership; audit and taxation experience. |
| A.T. Cross Company | Senior Vice President & Chief Financial Officer; President, Pen Computing Group | 1980–2004; CFO from 1997; President from 2001 | International manufacturing; operational leadership; technology product line leadership. |
External Roles
No current or prior public company directorships disclosed.
Board Governance
- Independence: Board determined Ruggieri is independent under Nasdaq rules.
- Committees (2024): Audit Committee (Chair; financial expert), Executive Committee (member), Nominating Committee (member).
- Attendance: All directors attended the 2024 Annual Meeting; each director attended ≥75% of Board/committee meetings of which they were a member in 2024.
- Executive sessions: Independent directors meet in executive session at least twice per year.
- Lead Independent Director: The Lead Director role is assigned to the Chair of the Nominating Committee (not Ruggieri).
| Governance Metric | 2024 Detail |
|---|---|
| Board meetings held | 12 |
| Audit Committee meetings held | 9 |
| Compensation Committee meetings held | 7 |
| Executive Committee meetings held | 1 |
| Nominating Committee meetings held | 4 |
Fixed Compensation (Director)
| Component | 2024 Amount |
|---|---|
| Cash retainer (board + committees) | $84,000 |
| Stock awards (RSUs) | $35,034 |
| Total director compensation | $119,034 |
| Equity Grant Detail | Grant Date | Units | Vesting Terms |
|---|---|---|---|
| Annual RSU grant (non-employee directors) | Jun 20, 2024 | 1,360 RSUs | Vest at earliest of 3 years, change in control, death, or retirement; includes dividend equivalent rights. |
Note: Director cash retainer schedule (for context) includes Board member $35,000; Audit Committee chair $25,000; Audit Committee member $12,000; Nominating member $4,000; Executive Committee chair/members no additional retainer; Bank committees carry separate retainers. Actual mix varies by individual assignments.
Performance Compensation
No performance-based director compensation disclosed; director equity awards are time-based RSUs (no PSU or option awards for directors).
Other Directorships & Interlocks
| Company/Organization | Role | Status |
|---|---|---|
| None disclosed | — | — |
No Compensation Committee interlocks involving WASH executives or directors were identified for 2024.
Expertise & Qualifications
- Audit, finance, accounting, taxation; former CPA; qualifies as an “audit committee financial expert.”
- Construction, facilities management, and real estate development domain knowledge from Gilbane roles.
- Executive leadership across manufacturing and technology product lines (A.T. Cross).
Equity Ownership
| Ownership Detail (as of Feb 25, 2025) | Shares | Notes |
|---|---|---|
| Common stock (beneficially owned) | 2,992 | |
| Vested RSUs (within 60 days) | 630 | Included in total beneficial ownership per SEC rules. |
| Total beneficial ownership | 3,622 | 0.02% of class. |
| Unvested RSUs outstanding | 3,220 | As of Dec 31, 2024. |
| Hedging policy | Prohibited for directors and executive officers. | |
| Pledging policy | Permitted case-by-case with Audit Committee approval; current status disclosed for named executive officers (none pledged); director-specific pledging not disclosed. | |
| Director stock ownership guideline | 5x annual retainer; retain 100% of vested equity grants until compliant. | |
| Guideline compliance | All directors either met ownership requirements or are adhering to retention guidelines (as of Dec 31, 2024). |
Insider Filings and Trades
| Indicator | 2024 Status |
|---|---|
| Section 16(a) filing compliance (directors/officers) | All Insiders met filing requirements (based on company review of filings and representations). |
Related-Party Transactions and Conflicts
- Ordinary-course banking transactions (including borrowings) with directors/officers and associates were on substantially the same terms as for comparable customers; aggregate credit outstanding to all directors/executives and related interests was $961,891 at Dec 31, 2024; all were current and compliant with Regulation O.
- No other related-party transactions affecting director independence disclosed; annual procedures and board review in place for related-party transactions.
Say-on-Pay & Shareholder Feedback (Context for Board Oversight)
2024 say-on-pay received 93% approval at the April 23, 2024 Annual Meeting, supporting the company’s pay-for-performance approach.
Governance Assessment
- Strengths: Independent director; Audit Committee Chair with financial expert designation; active on Executive and Nominating Committees; strong attendance record; robust insider trading/anti-hedging policies; ownership guidelines with compliance/retention. These support investor confidence in financial reporting integrity and risk oversight.
- Potential risk indicators: Ordinary-course director/officer lending exists but is regulated and disclosed; no adverse terms or exceptions noted. No hedging by insiders; pledging allowed only with Audit Committee approval. No interlocks or related-party red flags disclosed.
- Signal: As Audit Committee Chair, Ruggieri signed the 2024 Audit Committee Report affirming oversight of auditor independence, internal control effectiveness, and audit quality—positive for governance quality.