Mark K. W. Gim
About Mark K. W. Gim
Age 58; director since 2022 with term expiring in 2026. Former President and Chief Operating Officer of Washington Trust Bancorp, Inc. and The Washington Trust Company (2018–April 2023) after joining the Bank in 1993; prior roles included Treasurer, Chief Strategy Officer, and oversight of Retail Banking (2011–2013) and Wealth Management (2013–2018). The proxy notes his deep institutional knowledge and strategic acumen; he is not classified as an independent director under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Washington Trust Bancorp, Inc. / The Washington Trust Company | President & COO | 2018–Apr 2023 | Led operations and strategy; oversight of retail banking and wealth management |
| Washington Trust Company | Treasurer; Chief Strategy Officer | Various years (post-1993) | Financial planning, ALM, strategy |
| Washington Trust Company | Retail Banking oversight | 2011–2013 | Division oversight |
| Washington Trust Company | Wealth Management oversight | 2013–2018 | Division oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed in the proxy |
Board Governance
- Independence: Not independent under Nasdaq Listing Rules (independent directors listed exclude Gim) .
- Committee assignments (2024): Member of the Board; no Audit, Compensation, Executive, or Nominating committee membership shown in the committee roster .
- Attendance and engagement: Each director attended ≥75% of aggregate Board and assigned committee meetings in 2024; all directors attended the 2024 annual meeting; Board held 12 meetings; Audit 9; Compensation 7; Executive 1; Nominating 4 .
- Board leadership: Combined Chair/CEO structure with an Independent Lead Director (role held by the Nominating Committee Chair) and at least two executive sessions per year .
- Years of service: Director since 2022; current term expires 2026 .
| Governance Item | Detail |
|---|---|
| Independence | Not independent |
| Board Membership | Director, Washington Trust Bancorp, Inc. and Bank board |
| Committees (2024) | None listed for Gim |
| 2024 Meetings | Board 12; Audit 9; Compensation 7; Executive 1; Nominating 4 |
| Attendance | ≥75% for all directors; all attended 2024 annual meeting |
| Term Expiration | 2026 |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash retainer | $61,000 | Actual cash earned/paid for Board-related service in 2024 |
| Board/Committee cash schedule (reference) | Board member retainer $35,000; Lead Director +$10,000; Audit Chair $25,000/Audit Member $12,000; Compensation Chair $12,000/Member $6,000; Nominating Chair $9,000/Member $4,000; Trust Committee Chair $10,000/Member $6,000; Finance Committee Member $20,000 | Directors receive retainers for board and committee service; no meeting fees; employee directors receive no additional pay |
| Deferral eligibility | Eligible to defer up to 100% of director compensation into the Nonqualified Deferred Compensation Plan; no company contributions for directors | Terms mirror employee plan mechanics for investment measurement and distribution |
Performance Compensation
| Grant Type | Grant Date | Units/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU (non-employee directors) | Jun 20, 2024 | 1,360 RSUs; $35,034 grant date fair value | Vests at earliest of 3-year anniversary, change in control, death, or retirement from Board; includes dividend equivalents | Standard director equity grant; Gim reported $35,034 stock award in 2024 |
- Director equity is time-based; there are no performance metrics tied to director RSUs .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | No other public company boards disclosed for Gim |
Expertise & Qualifications
- Institutional knowledge spanning three decades, strategic acumen, and a global view of financial industry and markets emphasized as qualifications for Board service .
Equity Ownership
| Ownership Element | Amount | As of | Notes |
|---|---|---|---|
| Common shares beneficially owned | 34,273 | Feb 25, 2025 | 0.18% of shares outstanding |
| Exercisable options | — | Feb 25, 2025 | None disclosed |
| Vested RSUs (within 60 days) | — | Feb 25, 2025 | None disclosed |
| Unvested RSUs | 2,590 | Dec 31, 2024 | Unvested director RSUs outstanding |
| Ownership guideline | 5x annual retainer for non-employee directors | Policy level | Equity retention of 100% of vested grants until guideline met |
| Guideline compliance | All directors either met guidelines or adhere to retention rules as of Dec 31, 2024 | Status | Applies to directors broadly |
| Hedging/Pledging policy | Hedging prohibited; pledging permitted case-by-case with Audit Committee approval; currently no named executive officer has pledged stock | Policy disclosure | Director-specific pledging not disclosed for Gim |
Related-Party Exposure and Insiders
- Ordinary-course banking transactions (including borrowings) with directors and executive officers totaled $961,891 outstanding at Dec 31, 2024; terms were substantially the same as comparable transactions and compliant with Regulation O; all such transactions were current .
- Annual procedures and Board review of related party transactions; independence assessments consider such transactions; no formal written policy beyond Code of Ethics .
- Section 16(a) compliance: All insiders (officers, directors, >10% holders) met filing requirements in 2024 per company review .
Director Compensation Mix (2024)
| Cash | Equity | Total |
|---|---|---|
| $61,000 | $35,034 | $96,034 |
Governance Assessment
- Independence and potential conflict: Gim is not deemed independent under Nasdaq rules, reflecting his recent executive tenure (President & COO until April 2023); this reduces purely independent oversight and can be perceived as a governance sensitivity for investors focused on board independence .
- Committee participation: No committee assignments in 2024; limits direct involvement in Audit/Compensation/Nominating oversight but avoids potential conflicts stemming from prior executive responsibilities .
- Alignment signals: Meaningful share ownership (34,273 shares; 0.18% of class) and time-based RSUs support alignment; directors must meet 5x retainer stock ownership guidelines or retain all vested equity until met; hedging is prohibited .
- Engagement: Attendance met thresholds and participation at the annual meeting indicates baseline engagement; Board employs an Independent Lead Director and conducts executive sessions at least twice annually, providing independent oversight within a combined Chair/CEO structure .
- Related-party risks: Only ordinary-course bank transactions disclosed, with aggregate insider credit consistent with regulation; no specific related-party transactions impacting Gim’s independence disclosed beyond the independence determination itself .
RED FLAGS
- Not independent under Nasdaq rules due to recent executive role .
- No committee assignments (2024), limiting formal oversight roles .
Positive Signals
- Strong ownership alignment through common shares and RSUs; compliance/retention against stock ownership guidelines; anti-hedging policy .
- Section 16(a) filings in compliance; ordinary-course insider credits compliant with Regulation O .