Sandra Glaser Parrillo
About Sandra Glaser Parrillo
Independent director of Washington Trust Bancorp, Inc. (WASH); age 68; joined the Board in 2020, with current term expiring in 2026 . Former President and CEO of Providence Mutual Fire Insurance Company (2000–Feb 2021) with earlier career at Providence Mutual starting in 1977; holds CPCU and Certified Insurance Counselor designations . Determined independent under Nasdaq rules; serves only as a non-employee director at WASH .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Providence Mutual Fire Insurance Company | President & CEO | 2000–Feb 2021 | Led a property-casualty mutual insurer; prior roles include underwriter and positions of progressive responsibility; CPCU and CIC credentials |
| Providence Mutual Fire Insurance Company | Underwriter; various roles | 1977 onward (pre-CEO) | Built operational and leadership experience in insurance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Association of Mutual Insurance Companies (NAMIC) | Past Director and Chair | Not disclosed | Industry leadership; governance experience |
| Rhode Island Public Expenditure Council | Past Director | Not disclosed | Public policy and fiscal oversight exposure |
Board Governance
- Independence: The Board determined Parrillo is independent under Nasdaq Listing Rules .
- Committee assignments: Member, Compensation Committee; not on Audit, Nominating, or Executive Committees . Compensation Committee members for 2024: Santos (Chair), DiMuccio, Howes, Parrillo .
- Attendance and engagement: Board met 12 times in 2024; Compensation Committee met 7; Audit 9; Nominating 4; Executive 1; all directors attended at least 75% of their meetings and the 2024 Annual Meeting .
- Board leadership: Combined Chair/CEO with an independent Lead Director (Nominating Committee Chair); Lead Director presides over executive sessions held at least twice per year .
- Risk oversight: Audit Committee oversees ERM; Board and committees receive regular risk reports (operational, credit, interest rate, liquidity, fiduciary, legal/regulatory, compensation, strategic, reputational) .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| 2024 Director cash retainer | $47,000 | Aggregate cash paid for Board and committee service; WASH uses retainer-only approach (no meeting fees) |
| Retainer schedule (reference) | Board member: $35,000; Compensation Committee member: $6,000; Audit Committee member: $12,000; Nominating Committee member: $4,000; Trust Committee member: $6,000; Lead Director add’l: $10,000 | Illustrative structure; actual roles drive individual totals |
Performance Compensation
| Equity Grant Detail | Value/Count | Vesting/Terms |
|---|---|---|
| 2024 RSU grant to non-employee directors | 1,360 RSUs (per director) | Granted June 20, 2024; dividend equivalents included; vests at earliest of 3-year anniversary, change in control, death, or retirement from the Board |
| Parrillo 2024 stock awards (aggregate fair value) | $35,034 | Aggregate grant date fair value for 2024 director RSUs |
Directors do not receive performance-based bonuses; equity is time-vested RSUs aligned with shareholder interests .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| Current public company boards | Public | None disclosed | No current public company directorships listed for Parrillo |
| Providence Mutual Fire Insurance Company | Private mutual insurer | Former President & CEO | Another WASH director (Edwin J. Santos) serves on Providence Mutual’s board, indicating a network link but no related-party transaction disclosed at WASH |
Expertise & Qualifications
- Financial services leadership: Two decades as CEO of a mutual insurer; deep operating experience in insurance underwriting and management .
- Professional credentials: Chartered Property Casualty Underwriter (CPCU); Certified Insurance Counselor (CIC) .
- Governance experience: Prior board leadership at NAMIC and RIPEC; member of WASH’s Compensation Committee .
Equity Ownership
| Metric | Value |
|---|---|
| Common shares beneficially owned (Feb 25, 2025) | 1,466 |
| Vested RSUs (within 60 days) | 630 |
| Total beneficial ownership | 2,096 |
| Ownership as % of shares outstanding | 0.01% (19,276,148 shares outstanding) |
| Unvested RSUs (as of Dec 31, 2024) | 3,220 |
| Stock ownership guidelines (directors) | 5× annual retainer; must retain 100% of vested equity until met |
| Compliance status | All directors either met guidelines or adhered to retention rules as of Dec 31, 2024 |
| Hedging/Pledging policy | Hedging prohibited for directors; pledging permitted case-by-case with Audit Committee approval; no named executive officer has pledged stock (director pledges not specifically disclosed) |
Governance Assessment
- Strengths: Independent status; active committee role on Compensation with use of independent consultant (Meridian; no conflicts; $87,174 fees in 2024), strong pay-for-performance philosophy at WASH, and robust clawback policy amended in 2023 to comply with Dodd-Frank Section 954 .
- Attendance/engagement: Met minimum attendance and participated in a Board with regular executive sessions and defined Lead Director responsibilities; supports effective oversight .
- Alignment: Equity-based RSUs for directors and ownership guidelines promote long-term alignment; Parrillo’s beneficial ownership and unvested RSUs indicate ongoing exposure to share value .
- Shareholder sentiment: 93% Say-on-Pay approval in 2024 suggests constructive investor support for WASH’s compensation governance framework .
- Related-party and conflicts: Ordinary-course lending to directors/officers totaled $961,891 at Dec 31, 2024, on market terms and compliant with Regulation O; no adverse features or related-party transactions impacting independence disclosed; Compensation Committee interlocks: none .
- Watch items (not RED FLAG but monitor): Case-by-case allowance for pledging (no director-specific disclosure); network link via another director’s service on Providence Mutual’s board where Parrillo was formerly CEO (no transactions disclosed) .
RED FLAGS
- None disclosed regarding attendance shortfalls, related-party transactions, hedging/pledging violations, or compensation anomalies tied to Parrillo .