Lisa M. Stanton
About Lisa M. Stanton
Independent director at Washington Trust Bancorp, Inc. (WASH), age 61, serving on the Board since 2021 with current term expiring in 2027 . She brings 25+ years across financial services, payments, digital banking, and data security, including leadership roles at American Express (GM, Enterprise Strategy), InAuth (CEO/President), Monitise (US CEO/GM/President Americas), and Citizens Financial Group; she also holds the CCIM commercial real estate designation . The Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Express | General Manager, Enterprise Strategy | Dec 2018 – Apr 2020 | Senior enterprise strategy leadership at a global payments company |
| InAuth (acquired by AmEx) | CEO (2014–2016); President (post-acquisition through 2018) | 2014 – 2018 | Led digital security platform protecting mobile/online banking; continued integration post-acquisition |
| Monitise (London-based fintech) | CEO, U.S. division (2007–2009); Group GM (2009–2013); President, Americas (2013–2014) | 2007 – 2014 | Built mobile banking/payments platforms for banks/credit unions |
| Citizens Financial Group | Senior Vice President (various leadership roles) | 1996 – 2007 | Led retail distribution; digital/mobile/online; card and payments products |
| First New Hampshire Bank | Senior roles | 1991 – 1996 | Leadership in retail distribution and related areas |
| Commercial Real Estate | Broker (CCIM) | Early career | Real estate and credit perspective helpful for bank risk oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Red Violet, Inc. (Nasdaq: RDVT) | Director | Since 2021 | Data information company; current public company directorship |
| Trulioo (private) | Director | Jan 2020 – Jun 2021 | Global identity verification (Vancouver) |
| Nationwide Building Society (UK) | Venture Investments Board member; Advisor to IT Resilience & Strategy Committee | Sep 2016 – Dec 2019 | Oversight/advisory at large financial institution |
Board Governance
- Independence: The Board determined Stanton is independent under Nasdaq Listing Rules .
- Committee assignments (2024):
- Audit Committee: Member; committee report lists her as a member; Board designated four members as “audit committee financial experts” (DiMuccio, Gencarella, Paul, Ruggieri) — Stanton is not designated a financial expert .
- Attendance and engagement: In 2024, each director attended at least 75% of aggregate Board and committee meetings for which they were a member; all directors attended the 2024 Annual Meeting of Shareholders .
- Board/Committee meetings (2024): Board (12), Audit (9), Compensation (7), Executive (1), Nominating (4) .
- Board structure: Combined Chair/CEO model with an independent Lead Director (the Nominating Committee Chair) who presides over executive sessions and liaises between independent directors and management .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 9 |
Fixed Compensation (Director)
| Component (2024) | Amount (USD) |
|---|---|
| Retainer earned/paid in cash (Stanton) | $67,000 |
| Program notes (all non-employee directors): Board retainer $35,000; Audit Committee member retainer $12,000; Lead Director add’l $10,000; other committee retainers per schedule; no meeting fees (retainer-only) | See schedule |
Performance Compensation (Director Equity)
| Item | Details |
|---|---|
| Annual director equity grant (2024) | 1,360 RSUs granted to each non-employee director on June 20, 2024; includes dividend equivalents |
| Fair value at grant (per director) | $35,034 |
| Vesting terms | Vests at earliest of 3-year anniversary, change in control, death, or Board retirement (as defined) |
| Stanton unvested RSUs outstanding (12/31/2024) | 3,220 unvested RSUs |
No performance-vested equity for directors; equity is time-based to align directors with long-term shareholder value .
Other Directorships & Interlocks
- Current public board: Red Violet, Inc. (RDVT) director since 2021 .
- No interlocks or related-party transactions involving Stanton are disclosed; loans to directors/executives, where applicable, were ordinary-course and on substantially the same terms as comparable transactions with others; aggregate extensions to all directors/executives and related interests totaled $961,891 as of Dec 31, 2024 . Related-party transactions are reviewed annually for arm’s-length terms and independence impacts .
Expertise & Qualifications
- Cybersecurity, fraud prevention, and data security leadership (InAuth CEO/President; American Express executive) .
- Digital banking and payments operating experience (Monitise founder of U.S. division and Group roles) .
- Financial services product and distribution expertise (Citizens Financial Group, First New Hampshire Bank) .
- Commercial real estate perspective (CCIM designation), additive to bank credit/risk oversight .
Equity Ownership
| Holder | Common Stock | Vested RSUs (within 60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Lisa M. Stanton (as of record date Feb 25, 2025) | 705 | 630 | 1,335 | 0.01% |
- Ownership guidelines (alignment): Non-employee directors must hold 5× annual Board retainer within five years; until met, 100% of vested equity must be retained; as of Dec 31, 2024, all executives and directors had either met the guideline or were adhering to retention rules .
- Hedging/pledging: Hedging by directors is prohibited; pledging is permitted only case-by-case with Audit Committee approval; the proxy notes no named executive officers had pledged stock at the time of disclosure .
Governance Assessment
- Strengths impacting investor confidence:
- Independent director with deep cyber/digital/payments expertise serving on the Audit Committee — a clear fit given banks’ fraud, data, and technology risk profile .
- Independence affirmed; Board holds executive sessions and has an independent Lead Director structure providing counterbalance to combined Chair/CEO .
- Engagement: At least 75% attendance alongside full Board attendance at the 2024 Annual Meeting .
- Director pay mix emphasizes equity with multi-year vesting; stock ownership guideline/retention policy supports alignment .
- Broader shareholder support for compensation program: 93% Say‑on‑Pay approval in 2024 indicates generally supportive investor sentiment toward Board oversight of pay .
- Watch items:
- Not designated an “audit committee financial expert” (others on the committee are); expertise is more operational/technology-oriented than accounting-centric — acceptable but relevant for audit committee skill balance .
- Personal ownership is modest (1,335 shares, ~0.01% of shares outstanding), though guidelines and required retention mitigate alignment concerns over time .
- Combined Chair/CEO structure persists; mitigated by independent Lead Director and executive sessions .
- Related-party diligence: Policy-driven annual review with no Stanton-specific related-party disclosures; ordinary-course director/executive loans were on market terms per Regulation O .