UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of 

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2024

WASHINGTON TRUST BANCORP, INC.

(Exact Name of Registrant as Specified in Charter)

(401) 348-1200

(Registrant’s telephone number, including area code)

N/A

(Former name or address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 21, 2024, the Compensation & Human Resources Committee (the “Committee”) of the Board of Directors of Washington Trust Bancorp, Inc. (the “Corporation”) and the Corporation’s subsidiary bank, The Washington Trust Company, of Westerly (the “Bank”) approved the suspension for 2024 of the Corporation’s Annual Performance Plan for certain executives including all executive officers of the Corporation and the Bank and adopted the 2024 Executive Bonus Plan (the “Executive Bonus Plan”) for calendar year 2024 only.

The Executive Bonus Plan, which is for executives designated as Executive Vice President or higher on January 1, 2024, will create a bonus pool which will be funded based on the Corporation’s net income performance and awards will be allocated to each participant based upon individual performance and contribution to the Corporation’s success. Target incentive levels are based upon the participating executive’s position. The maximum incentive payment will be 150% of target for each participant. Performance goals will be established by the Committee. Performance results will be based on GAAP earnings consistent with publicly released results. Executive Bonus Plan awards, which may be made to an executive in cash and/or equity, are intended to be performance-based awards granted under, and subject to the requirements of, Section 10 of the Washington Trust Bancorp, Inc. 2022 Long Term Incentive Plan. The Corporation intends that the Executive Bonus Plan and all payments under the plan will be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The foregoing description of the Executive Bonus Plan is not complete and is qualified in its entirety by reference to Executive Bonus Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Also on May 21, 2024, the Committee approved changes to the Wealth Management Business Building Incentive Plan (the “Business Building Incentive Plan”), a cash incentive plan which covers certain wealth management executives, including the Chief Wealth Management Officer. The Business Building Incentive Plan supersedes all previous similar plans provided for the participants. Target incentive levels are based upon the participating executive’s position. The maximum incentive payment will be 150% of target for each participant. Performance goals will be established by the Committee. Performance will be measured based on targets for new business, lost business, pre-tax earnings, and revenue. Regardless of the actual award levels determined by the plan parameters, the Committee may reduce the size of any award. The Corporation intends that the Business Building Incentive Plan and all payments under the plan will be exempt from Section 409A of the Code. The foregoing description of the Business Building Incentive Plan is not complete and is qualified in its entirety by reference to Business Building Incentive Plan, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Exhibit 10.1

2024 Executive Bonus Plan

The Executive Bonus Plan (the “EBP” or the “Plan”) has been established to achieve the objectives of Washington Trust Bancorp, Inc. and its subsidiaries (the “Corporation”) while rewarding executives commensurate with individual performance and their combined contribution to the success of the Corporation. The EBP will be in effect for calendar year 2024 only.

It is expected that the program will:

Eligibility

Participants of the Plan are all executives designated as Executive Vice President or higher on January 1, 2024.

Employees who participate in this plan will not be eligible to participate in the Annual Performance Plan in 2024.

Target Incentive Opportunity and Bonus Pool

A target Bonus Pool will be established based on each participant’s target incentive opportunity which will be based upon a percentage of each participant’s total regular earnings for the year. Such percentages will be set based upon position.

The Bonus Pool will be funded based on the Corporation’s Net Income performance. Once the available Bonus Pool is determined, awards will be allocated to each participant based upon individual performance and contribution to the Corporation’s success. Awards may be made in cash or equity, or any combination thereof. Equity grants will be further subject to time-based vesting.

Performance goals will be established by the Compensation and Human Resources Committee of the Board of Directors (the “CHRC”). Achievement of the Tier One Target goal will result in an incentive pool equal to the target incentive for each participant. Achievement of the Tier Two goal will result in an incentive pool equal to maximum incentive (i.e., 150% of target) for each participant.

Performance results will be based on GAAP earnings consistent with publicly released results. The CHRC will have the discretion to further modify goals or results (i) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event or development; (ii) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the Corporation or the financial statements of the Corporation; or (iii) in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions. This would include, but is not limited, one-time acquisition-related expenses and impact of stock repurchases, if applicable, to the extent such impact was not a factor in setting the original goals.

Payouts

The CHRC will evaluate corporate and individual performance and as appropriate may exercise negative discretion to align the payouts with actual levels of performance. In no circumstance will the payouts exceed the pool allowed under the Plan. Similarly, no upward adjustment to any award is allowed.

Awards made to participants under the EBP are intended to be performance-based awards granted under Section 10 of the Washington Trust Bancorp, Inc. 2022 Long Term Incentive Plan and are subject to the requirements of such plan.

Administrative Details

Exhibit 10.2

Wealth Management

Business Building Incentive Plan

The Wealth Management Business Building Incentive Plan (the “Plan”) has been established to achieve the division’s objectives while rewarding employees for individual performance as well as their contribution to divisional and corporate success. The intent of this Plan is to reward employees as the Wealth Management division meets and exceeds performance targets.

INCENTIVE STRUCTURE

A target payment will be established based on the participant’s position, with a range of 0% to 150% based upon actual performance. Performance will be measured as outlined below:

New business will include new accounts and solicited additions/upgrades and exclude routine contributions. Lost business will exclude routine distributions. New/lost business will be based on the market value at the time and will not be further adjusted for market appreciation/depreciation. Assets under administration only will be excluded from new business and lost business. Pre-tax earnings results will be net of any payment under this or any other incentive plan. Revenues will be direct division revenues.

Performance targets for each measure will be established by the Compensation and Human Resources Committee of the Board of Directors (the “CHRC”). Goals and/or results may be adjusted to reflect extraordinary events, including, but not limited to, acquisitions or mergers. The Plan payment is determined by assessing achievement of each metric individually using a linear interpolation with the opportunity for a payout of 0% to 150% of target and averaging the results. A minimum performance threshold of 70.0% achievement for each metric must be achieved to qualify for an award based on that metric. The target payment is multiplied by this average to determine final payment under the Plan.

If the Corporation is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the Federal securities laws, all participants will be required to reimburse the Corporation for any Plan payment that would not have been earned based on the restated financial results.

PRINCIPAL PROVISIONS

Term of the Program

The term of this Plan is one calendar year. This Plan supersedes all previous plans for participants.

Eligible Participants

The Wealth Management Division Head and Designated Wealth Management Divisional Leaders are the only participants in this program.

Administration

The Board of Directors has responsibility for establishing goals and determining Plan payments. The Board has delegated responsibility for review of Plan parameters, goals and payments to the CHRC.

Plan payments will be determined by the CHRC. Regardless of the actual award levels determined by the Plan parameters, the CEO and COO and the CHRC reserve the right to reduce the size of any award. The decisions of the CHRC will be considered final, binding, and conclusive on all parties. Payments under this Plan are intended to be performance-based awards under Section 10 of the Washington Trust Bancorp, Inc. 2022 Long Term Incentive Plan and are subject to the requirements of such plan.

Payments under this Plan are subject to the Washington Trust Bancorp, Inc. Incentive Compensation Clawback and Forfeiture Policy which, among other things, requires executive officers to reimburse the Corporation for any plan payment that would not have been earned if the Corporation is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under Federal securities laws. Further, participants who are not executive officers also may be required to reimburse the Corporation for any Plan payment that would not have been earned based on the restated financial results. 

The Board of Directors and/or the CHRC reserves the right to suspend, modify or terminate the Plan at any time without the consent of any participant or participants.

Individual Performance and Incentive Payments

An individual is expected to fully meet all major job requirements in order to qualify for incentive compensation. An individual is expected to be forthright and honest with regard to all items submitted in calculating incentive payments. Any intent to deceive or defraud can result in disciplinary action up to and including termination.

Compliance with all Corporation and/or department policies and procedures is essential. This includes, but is not limited to, the following of investment policies and the proper and timely documentation of all work. Any violation of policy can result in loss of incentive compensation as well as loss of employment.

Payment

Incentive compensation will be paid as soon as practicable after final results can be quantified, but in no event later than March 15, 2025. Participants must be active employees or retirees of The Washington Trust Company or Washington Trust Advisors, Inc. on December 31, 2024 in order to qualify for payment. For this purpose, a “retiree” is a participant who has terminated employment with the Corporation or a Subsidiary after attaining age 65 or after attaining age 55 with at least ten years of service. Participants who terminate employment with the Corporation (for reasons other than retirement) prior to December 31, 2024 will not be eligible to receive any payment from the Plan. Employees who retire from eligible status will be eligible for a pro-rated payment. Post-employment payments are at the discretion of CHRC. The Corporation intends that this Plan and all payments hereunder will be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) as “short term deferrals.” To the extent that any provision of this Plan is ambiguous as to its exemption from Section 409A of the Code, the provision shall be read in a manner consistent with such intent.

This is not a tax qualified plan, which means that all payments are subject to ordinary taxation.

Claims To Awards And Employment Rights

Eligibility to participate in this program does not confer any right on the participant to continue in the employ of the organization or limit, in any way, the right of the employer to terminate at will.