Robert A. DiMuccio
About Robert A. DiMuccio
Independent director of Washington Trust Bancorp, Inc. since 2010; age 67; current term expires in 2026. Retired President and CEO of Amica Mutual Insurance Company (2005–September 30, 2022) and Chairman (2009–December 31, 2022); previously an Audit Partner at KPMG LLP. Holds CPA and CPCU designations and is qualified by the Board as an Audit Committee Financial Expert under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amica Mutual Insurance Company | President & CEO | 2005–09/30/2022 | Led a major insurance enterprise; record of leadership in financial services |
| Amica Mutual Insurance Company | Chairman | 2009–12/31/2022 | Board leadership; strategic oversight |
| KPMG LLP | Audit Partner | Pre-1991 (prior to Amica) | Public and non-public company audits incl. banking/insurance; SEC reporting; internal controls |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| American Property Casualty Insurance Association | Industry association | Director and past Chair | Sector leadership and policy influence |
Board Governance
- Independence: Determined independent under Nasdaq Listing Rules .
- Lead Independent Director: Serves as Lead Director by virtue of chairing the Nominating Committee; presides over executive sessions and liaises between independent directors and management .
- Attendance: Each director attended at least 75% of aggregate Board/committee meetings in 2024; all directors attended the 2024 Annual Meeting .
- Board/Committee meeting counts (2024): Board 12; Audit 9; Compensation 7; Executive 1; Nominating 4 .
| Committee | Role | Notes |
|---|---|---|
| Nominating | Chair | Lead Director; oversees governance, ESG, board evaluations and CEO succession processes |
| Audit | Member; Financial Expert | Board determined DiMuccio qualifies as an “audit committee financial expert” |
| Compensation | Member | Participates in executive/director pay oversight |
| Executive | Member | Chairs of committees comprise Executive Committee; meets between Board sessions as needed |
Fixed Compensation
| Element (2024) | Amount (USD) |
|---|---|
| Board retainer | $35,000 |
| Lead Director additional retainer | $10,000 |
| Nominating Committee Chair retainer | $9,000 |
| Audit Committee member retainer | $12,000 |
| Compensation Committee member retainer | $6,000 |
| Total cash retainer earned | $72,000 |
Performance Compensation
| Equity Grant | Grant Date | Units | Grant Date Fair Value (USD) | Vesting |
|---|---|---|---|---|
| Annual RSU (non-employee directors) | 06/20/2024 | 1,360 | $35,034 | Vests at earliest of 3 years, change in control, death, or director retirement |
| Unvested RSUs (as of 12/31/2024) | — | 3,220 | — | Outstanding director RSUs (total unvested) |
Other Directorships & Interlocks
| Organization | Public/Private | Role | Potential Interlock/Notes |
|---|---|---|---|
| Amica Mutual Insurance Company | Private mutual insurer | Former President, CEO & Chairman | WASH director Debra M. Paul is Audit Committee Chair at Amica, indicating a network link; no related-party transaction disclosed at WASH |
Expertise & Qualifications
- CPA; former KPMG audit partner with extensive banking and insurance audit experience .
- CPCU designation; leadership roles in insurance industry including APCIA past Chair .
- Board-designated Audit Committee Financial Expert; deep skills in audit, accounting, and financial reporting .
Equity Ownership
| Ownership (as of 02/25/2025) | Shares/Units | % of Class |
|---|---|---|
| Common Stock | 15,230 | 0.08% |
| Exercisable Options | — | — |
| Vested RSUs (within 60 days) | 630 | — |
| Total beneficial ownership | 15,860 | 0.08% |
- Ownership guidelines: Non-employee directors must hold 5x annual retainer; required to retain 100% of vested equity until compliant. As of 12/31/2024, all directors either meet guidelines or adhere to retention rules .
- Insider trading and alignment: Hedging by directors prohibited; pledging allowed only with Audit Committee approval; no named executive officer pledging at present (director pledging not disclosed) .
Governance Assessment
- Strengths: Lead Independent Director role with defined responsibilities, enhancing oversight under combined CEO/Chair structure . Audit Committee Financial Expert status supports rigorous financial oversight . Independent status and ≥75% attendance support engagement and board effectiveness . Director equity grants with three-year vesting align incentives to longer-term value . Compensation Committee uses independent consultant (Meridian) with no conflicts; robust clawback policy and anti-hedging add governance discipline . Say‑on‑pay support of 93% in 2024 indicates broad shareholder endorsement of pay practices .
- Watch items: Combined Chair/CEO structure places more reliance on the Lead Director model for independent oversight . Network interlock potential via Amica (Paul current Audit Chair; DiMuccio former CEO/Chair) warrants monitoring for any perceived influence, though no related‑party transactions are disclosed . Pledging policy permits case‑by‑case approvals; no director pledging disclosures noted; ensure ongoing compliance and transparency .
- Related party exposure: Ordinary-course lending to insiders totals $961,891; terms are market-based and in Regulation O compliance; no unfavorable features reported . Annual related-party procedures in place; board reviews independence impacts; Section 16 filings were timely in 2024 .