DEF 14A of Washington Trust Bancorp Inc, Mar 11, 2025

DEF 14A of Washington Trust Bancorp Inc

Filed Mar 11, 2025 · FY20240000737468-25-000015

Open on EDGAR

  1. Communications With the Board of Directors

    Communications With the Board of Directors Any shareholder desiring to send communications to the Corporation’s Board, or any individual director, may forward such communication to our Corporate Secretary at our offices at 23 Broad Street, Westerly, RI 02891. The Corporate Secretary will collect all such communications and forward them to the Corporation’s Board and any such individual director.

  2. Communications With the Board of Directors

    | Board of Directors |

  3. Communications With the Board of Directors

    The following is biographical information as of March 11, 2025 for each member of and nominee for the Board of Directors, including positions held, principal occupation and business experience for the past five years or more. The description includes the specific experience, qualifications, attributes and skills that, in the case of each nominee for director, led to the conclusion by the Board of Directors that such person should serve as a director of the Corporation; and in the case of each director who is not standing for election at the Annual Meeting, that the Board of Directors would expect to consider if it were making a conclusion currently as to whether such person should serve as a director. Additionally, we believe each has a reputation for honesty, integrity and adherence to high ethical standards, and has demonstrated business acumen and sound judgment, as well as a commitment to the Corporation and its shareholders. All current directors of the Corporation also serve on the board of directors of the Bank.

  4. Communications With the Board of Directors

    | | Robert A. DiMuccio, CPA | | | | | | | | Age: | 67 | Director Since: | 2010 | Term in Office Expires: | 2026 | | | Business Experience: Mr. DiMuccio retired as President and Chief Executive Officer of Amica Mutual Insurance Company on September 30, 2022. He had served as President and Chief Executive Officer of Amica since 2005, and also served as Chairman from 2009 until retiring on December 31, 2022. He joined Amica in 1991 as a Vice President and served in various positions of progressive responsibility, including Chief Financial Officer and Treasurer. Prior to joining Amica, he served as an Audit Partner with the public accounting firm of KPMG LLP, with public and non-public company audit experience, including banking and insurance companies. He was also a director and past Chair of the American Property Casualty Insurance Association and has earned the Chartered Property Casualty Underwriter (CPCU) designation. Mr. DiMuccio’s qualifications to serve on the Board of Directors include his extensive experience in the areas of audit, accounting and financial reporting, as well as his record of leadership in the financial services industry. | | | | | | | | Joseph P. Gencarella, CPA | | | | | | | | Age: | 62 | Director Since: | 2022 | Term in Office Expires: | 2025 | | | Business Experience: Mr. Gencarella served as an Audit Partner with public accounting firm KPMG LLP before his retirement in 2021. He joined KPMG in 1985 and served in various positions of progressive responsibility throughout the years. He has extensive experience with public and non-public company audits, including banking and insurance companies; SEC and regulatory reporting; and internal controls and risk management. He served as a trustee for the Rhode Island Public Expenditure Council from 2012 to 2020 and was a member of Providence College President’s Council from 2013 to 2020. Mr. Gencarella’s qualifications to serve on the Board of Directors include his extensive experience in the areas of audit, accounting and financial reporting. | | | | | | | | Mark K. W. Gim | | | | | | | | Age: | 58 | Director Since: | 2022 | Term in Office Expires: | 2026 | | | Business Experience: Mr. Gim served as President and Chief Operating Officer of the Corporation and the Bank from 2018 until his retirement in April 2023. He joined the Bank in 1993 and held various positions of increasing responsibility in financial planning and asset/liability management, including Treasurer and Chief Strategy Officer. He had the responsibility for oversight of the Retail Banking Division from 2011 through 2013 and of the Wealth Management Division from 2013 to 2018. Mr. Gim’s qualifications to serve on the Board of Directors include his global view of the financial industry and markets, with deep institutional knowledge and strategic acumen. | | | | | |

  5. Communications With the Board of Directors

    | | Edward O. Handy III | | | | | | | | Age: | 63 | Director Since: | 2016 | Term in Office Expires: | 2025 | | | Business Experience: Mr. Handy assumed the role of Chairman and Chief Executive Officer of the Corporation and the Bank in 2018, after serving as President and Chief Operating Officer of the Corporation and the Bank since 2013. Prior to joining Washington Trust, he served in various positions of increasing responsibility for Citizens Bank from 1995 through 2013. These roles included President of Citizens Bank in Rhode Island and Connecticut; Executive Vice President, Head of Commercial Real Estate; and President and Chief Executive Officer of Charter One Bank of Ohio (an affiliate of Citizens Bank). Prior to that, he held positions at Fleet National Bank with concentration in commercial lending and credit analysis. Mr. Handy’s qualifications to serve on the Board of Directors include his extensive banking and leadership experience, with particular emphasis on his extensive background in the area of commercial banking, credit administration and loan workout. | | | | | | | | Constance A. Howes, Esq. | | | | | | | | Age: | 71 | Director Since: | 2018 | Term in Office Expires: | 2027 | | | Business Experience: Ms. Howes served as President and CEO of Women & Infants Hospital of Rhode Island from October 2002 through October 2013. She served at Care New England Health System as EVP of Women’s Health from October 2013 through October 2015, and Women’s Health Advisor from November 2015 through July 2016. Prior to working in healthcare, she practiced business law in Providence, RI. She served as an Adjunct Professor at Roger Williams School of Law, teaching Health Law and Policy in 2017 and 2019, and was a Faculty Advisor for the Brown University Executive Master of Healthcare Leadership program from 2014 through 2020. She previously served on the Board of Trustees of the American Hospital Association and as the Chair of the RI Governor’s Workforce Board, as well as on the boards of numerous community organizations. Ms. Howes’ qualifications to serve on the Board of Directors include her extensive legal expertise; her experience as an executive of several large healthcare organizations; and her experience on governing boards of various non-profit, industry and government entities. | | | | | | | | Sandra Glaser Parrillo | | | | | | | | Age: | 68 | Director Since: | 2020 | Term in Office Expires: | 2026 | | | Business Experience: Ms. Parrillo served as President and Chief Executive Officer of Providence Mutual Fire Insurance Company from 2000 until her retirement in February 2021. She joined the property-casualty mutual insurance company in 1977 as an underwriter and has served in various positions of progressive responsibility. She was awarded the designation of Chartered Property Casualty Underwriter (CPCU) and Certified Insurance Counselor. She is also a past director and Chair of the National Association of Mutual Insurance Companies and past director of the Rhode Island Public Expenditure Council. Her qualifications to serve on the Board of Directors include her extensive experience in leading a successful financial service company, as well as her experience on governing boards of nonprofit and for-profit corporations. | | | | | |

  6. Communications With the Board of Directors

    | | Debra M. Paul | | | | | | | | Age: | 61 | Director Since: | 2024 | Term in Office Expires: | 2026 | | | Business Experience: Ms. Paul served as Chief Executive Officer of Fellowship Health Resources, Inc. (“FHR”), a subsidiary of Elwyn, a non-profit human services organization, from July 2013 until her retirement from that position in December 2021. Following her retirement as CEO, she served as Senior Vice President of Integration with Elwyn until June 2022. Ms. Paul joined FHR in 2012 and held the position of Chief Financial Officer until her promotion to CEO. Ms. Paul served as Chief Financial Officer and Senior Vice President of Finance of Women & Infants Hospital from 2006 until 2011. She also served as Senior Audit Manager with the public accounting firm KPMG, LLP. She is a former Certified Public Accountant. Ms. Paul served on the board of Coastway Bancorp, Inc. from 2008 through its acquisition by HarborOne Bancorp, Inc. in 2018. She currently serves on the board and is the Audit Committee Chair of both Amica Mutual Insurance Company and Elwyn, and previously served on the Board of Blue Cross Blue Shield Rhode Island. Ms. Paul’s qualifications to serve on the Board of Directors include her extensive experience in audit, accounting and financial reporting; experience as an executive of several large healthcare organizations; and her experience on governing boards of various financial services and non-profit entities. | | | | | | | | John T. Ruggieri | | | | | | | | Age: | 68 | Director Since: | 2019 | Term in Office Expires: | 2025 | | | Business Experience: Mr. Ruggieri served as Senior Vice President and Chief Financial Officer for Gilbane Building Company, a global integrated construction and facility management services firm, and as Vice President and Chief Financial Officer for Gilbane, Inc., a global construction and real estate development firm from 2005 until his retirement in April 2022. Prior to joining the Gilbane companies, he served as Executive Vice President and Chief Financial Officer for Emissive Energy Corporation, a manufacturer of lighting electronics and equipment. From 1980 through 2004, he worked for A.T. Cross Company, an international manufacturer of fine writing instruments, timepieces and personal accessories, holding various positions of increasing responsibility, ultimately being named Senior Vice President and Chief Financial Officer in 1997 and assuming the additional responsibility of President, Pen Computing Group in 2001. Mr. Ruggieri is a former certified public accountant. His qualifications to serve on the Board of Directors include his expertise in audit, finance, accounting and taxation, as well his experience as an executive of several large companies and knowledge of real estate development, facilities management and construction matters. | | | | | | | | Edwin J. Santos | | | | | | | | Age: | 65 | Director Since: | 2012 | Term in Office Expires: | 2027 | | | Business Experience: Mr. Santos has had a distinguished career in banking, with experience in risk management, corporate governance, management advisory services, acquisitions, and reengineering efforts. He served for many years in various positions of significant responsibility with FleetBoston Financial Group, and more recently served as Group Executive Vice President and General Auditor for Citizens Financial Group prior to his retirement in 2009. Mr. Santos currently serves as a member of the board and chairperson of the audit committee of Flywire Corporation (Nasdaq symbol: FLYW). He is also a member of the board of Providence Mutual Fire Insurance Company. He is Past Chairperson of the Board of Prospect CharterCARE, LLC, Past President of the Board of Trustees of Rocky Hill School, former board member of Fidelity Institutional Asset Management and a former member of the Bryant University Board of Trustees. Mr. Santos’ professional competency, broad experience in the financial services industry and strong reputation in the Rhode Island community qualify him to serve on the Board of Directors. | | | | | |

  7. Communications With the Board of Directors

    | | Lisa M. Stanton | | | | | | | | Age: | 61 | Director Since: | 2021 | Term in Office Expires: | 2027 | | | Business Experience: Ms. Stanton has served since 2021 on the Board of Directors of Red Violet, Inc. (Nasdaq symbol: RDVT), a data information company. She served on the board of Trulioo, an on-demand global identity verification company based in Vancouver, Canada, from January 2020 to June 2021. Additionally, she served as a member of the Venture Investments Board and as an Advisor to the IT Resilience and Strategy Committee of the Board of Directors of Nationwide Building Society, a financial institution in London, England from September 2016 through December 2019. She has more than 25 years of financial services, technology and data security experience, most recently serving as General Manager, Enterprise Strategy for American Express from December 2018 through her retirement in April 2020. From 2014 through 2016, she served as Chief Executive Officer for InAuth, a digital security platform deployed by financial institutions globally to protect their mobile and online banking capabilities. Following the acquisition of InAuth by American Express in 2016, she continued serving as InAuth’s President through 2018. She was the founder of the U.S. division of Monitise, a technology company that hosted a mobile banking and payments platform for banks and credit unions, where she served as Chief Executive Officer from 2007 to 2009, General Manager of the London-based Monitise Group from 2009 to 2013 and President, Americas from 2013 to 2014. She also served as a Senior Vice President for Citizens Financial Group from 1996 to 2007 and First New Hampshire Bank from 1991 to 1996, holding leadership roles in real estate; venture capital; retail distribution; digital, mobile and online channels; and card and payments products. She began her career as a commercial real estate broker, attaining the designation of Certified Commercial Investment Member (CCIM). Ms. Stanton’s qualifications to serve on the Board of Directors include extensive experience as a financial services executive and as a board member; deep expertise in risk management, data security, digital and technology matters; and her knowledge of commercial real estate matters. | | | | | | | | Angel Taveras, Esq. | | | | | | | | Age: | 54 | Director Since: | 2024 | Term in Office Expires: | 2027 | | | Business Experience: Mr. Taveras is an attorney and since January 2024 has served as Senior Counsel for Adler Pollock & Sheehan P.C. He was a Partner with Womble Bond Dickinson (US) LLP from January 2021 until January 2024. He previously served as Shareholder with Greenberg Traurig LLP from February 2015 until January 2021. Mr. Taveras was Mayor of the City of Providence, Rhode Island from January 2011 until January 2015. A graduate of Harvard University and Georgetown University Law Center, he has served as an Adjunct Professor at Providence College since January 2016. He is a member of the board and serves on the Audit Committee for Brown University Health and is a board member for Educare LLC and IKEA Foundation. He is a former board member for the National Civic League. Mr. Taveras’ qualifications to serve on the Board of Directors include his extensive legal expertise; leadership experience as Mayor of a major city in our footprint; and his experience on governing boards of various non-profit, industry and government entities. | | | | | |

  8. Factors Considered in Determining Pay Programs and Making Pay Decisions

    | Determining Pay for the Chief Executive Officer | | Determining Pay for Other Named Executive Officers | | | - | Compensation consultant’s analysis | - | Compensation consultant’s analysis | | - | Market benchmarks | - | Market benchmarks | | - | Corporate performance | - | Corporate and business unit performance | | - | Internal and external economic conditions | - | Internal and external economic conditions | | - | Tally sheets and wealth accumulation analyses | - | Tally sheets and wealth accumulation analyses | | - | Compensation relative to other executives | - | Compensation relative to other executives | | - | Assessment of the Chief Executive Officer’s performance by the independent directors of the Corporation’s Board | - | Chief Executive Officer’s assessment of the executive’s performance and compensation recommendations |

  9. Factors Considered in Determining Pay Programs and Making Pay Decisions

    Benchmarking Compensation Prior to the beginning of each fiscal year, the Committee consults with Meridian, its independent compensation consultant, to assess the competitiveness and effectiveness of our executive compensation program. In the fall of 2023, Meridian provided an analysis of base salary, short-term incentive, long-term incentive and total compensation practices of comparable companies in the banking industry, which was used by the Committee to establish compensation for 2024. The compensation consultant considered individual compensation elements, as well as the total compensation package, and assessed the relationship of pay to performance. In performing this analysis, Meridian used a peer group of banking institutions, which was reviewed and approved by the Committee. The peer group included institutions of generally similar asset size, regional location, and to the extent possible, organizations with a wealth management business line since this represents a significant part of our business model. At the time of peer group selection, the Corporation was positioned approximately at the median of the peer group in terms of total assets, with asset size ranging from $3.0 billion to $14.0 billion (approximately one-half to two times the size of the Corporation). All banks were based in the Northeast and Mid-Atlantic region. The peer group used in the report presented for consideration of 2024 compensation decisions consisted of the following financial institutions:

  10. Factors Considered in Determining Pay Programs and Making Pay Decisions

    A peer group analysis is limited to those positions for which compensation information is disclosed publicly. Therefore, the compensation consultant also relied on published compensation surveys to supplement peer group information, including the McLagan Regional & Community Banking Survey. Similar asset and regional scope comparisons were used for the benchmarking analysis. Setting Pay and Mix We target total compensation at the 50th percentile of market pay, with opportunities for upward or downward adjustment based on individual performance and actual corporate performance on an absolute and relative basis. Each executive has a target total compensation opportunity that consists of base salary, short-term cash incentive and long-term equity compensation elements. We believe that our target compensation mix (outlined below) allows our compensation to vary appropriately based on corporate and individual performance in a manner that is aligned with shareholder interests and represents sound risk management principles.

  11. Target Pay Mix

    | Base Salary | Short Term Incentives | Long Term Incentives |

  12. Short-Term Incentive Compensation

    Short-Term Incentive Compensation Annually, the Committee reviews all incentive plans to ensure that they are designed in a manner that continues to motivate employees to achieve our strategic goals without excessive or undue risk. The Committee believes that short-term incentives are instrumental in motivating and rewarding executives for achievement of annual corporate and division goals. All executive officers participated in the Executive Bonus Plan during 2024. In addition, Ms. Ryan participated in our Wealth Management Business Building Incentive Plan, which rewards achievement of growth targets for the wealth management business unit. Plan terms, including the target bonus levels and relationship of payouts to achievement of financial metrics, were established by the Committee in consultation with the independent compensation consultant. Executive Bonus Plan As the Committee began planning for the 2024 annual incentive program, it became clear that the Corporation’s priorities had shifted as described earlier in this CD&A. The executive team needed to focus on fortifying our business to take advantage of our unique, competitive business model; maintaining strong credit quality and a disciplined credit culture; retaining and growing our deposit base; leveraging our revenue diversity including wealth management and other fee-based business lines; optimizing our net interest margin; maintaining our liquidity position and capital strength; effectively managing asset quality; and most importantly, ensuring the continuation of our strong dividend for our shareholders. After much thought and deliberation, the Committee came to the conclusion that what had worked in the past, would not work in this changing environment and therefore, suspended the Annual Performance Plan for 2024 only, replacing it with a simplified incentive plan, the funding of which was based on net income. The plan target focused on providing sufficient earnings to support the current dividend and “paying our shareholders first”. The Committee recognized that bonus payments would likely be significantly below target, but nonetheless believed it was necessary, and in fact prudent, to provide executives with the opportunity to earn some level of bonus to retain talent and effectively motivate the team to execute the shifting strategy. The Committee engaged the independent compensation consultant to design an incentive plan structure that was reasonable in its approach and designed in a manner that continued to motivate employees to achieve our strategic goals without excessive or undue risk. Under the Executive Bonus Plan, a target bonus pool is funded based on the Corporation’s net income performance. Once the available Bonus Pool is determined, awards are allocated to each participant based upon individual performance and contribution to the Corporation’s success. This plan was intended to be in place for 2024 only. Provisions related to the 2024 awards are outlined below. ▪Performance metric: A bonus pool is funded based on the Corporation’s GAAP net income. The Committee 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 to, 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. In consultation with the compensation consultant, the Committee determined that the public offering and balance sheet repositioning was an “unusual or extraordinary corporate item, transaction, event or development” and excluded the impact of such transaction from net income results when determining the available bonus pool. ▪Target awards: Each executive has a target incentive opportunity, which varies by role and level of responsibility, as outlined in the following table. Awards are made in cash, time-vested equity grants, or any combination thereof.

  13. Short-Term Incentive Compensation

    | | Target Incentive Opportunity as a Percentage of Base Salary Earnings | | Handy | 50% | | Noons | 40% | | Ohsberg | 35% | | Ryan | 30% | | Wray | 35% |

  14. Short-Term Incentive Compensation

    ▪Range of potential awards: 0% to 150% of the target award. The bonus pool funds at 100% of target for achieving the Tier 1 goal and at 150% of target for achieving the Tier 2 goal. ▪Assessment of individual performance and determination of awards: Individual performance for the Chief Executive Officer is determined with consideration of matters such as leadership of the senior management team; achievement of strategic priorities; community involvement and presence; market expansion and enhancement; strategic planning and implementation; corporate governance; investor relations; talent acquisition and development; diversity, inclusion and equity efforts; risk management; and ability to focus the Corporation on the long-term interests of our shareholders. For the other named executive officers, individual performance is determined with consideration of matters such as leadership; contribution towards the achievement of strategic priorities; strategic planning; and achievement of business unit operational and/or production goals. The Committee relies upon the assessment of the performance of the Chief Executive Officer by the independent directors of the Corporation’s Board, and considers the Chief Executive Officer’s assessment of the performance of all other senior executives. Regardless of the actual award determined by the plan parameters, the Committee has the discretion to modify any award downwards. Plan payments are subject to recoupment as described under the heading “Compensation Discussion and Analysis - Incentive Compensation Clawback and Forfeiture Policy” later in this Proxy Statement. 2024 Awards under the Executive Bonus Plan Corporate performance targets and GAAP results for 2024 are outlined in the following table. As described earlier, corporate performance results were adjusted to remove the impact of the public offering and balance sheet repositioning during 2024. This performance resulted in the achievement of the Tier 2 goal of net income of $39,000,000, resulting in potential payout of 150% of target.

  15. Short-Term Incentive Compensation

    | Metric | 2024 Tier 2 Goal | 2024 GAAP Results | Adjustments for Public Offering & Balance Sheet Repositioning* | 2024 Adjusted Results | Maximum 2024 Award Level | | Net Income | $39,000,000 | $(28,059,000) | $71,236,000 | $43,177,000 | 150.0% |

  16. Short-Term Incentive Compensation

    *Amount reflects losses associated with the balance sheet repositioning transactions, net of tax. Once the bonus pool was established, the Committee exercised negative discretion to ‘right size’ payments to an appropriate level given both corporate performance and each executive’s individual performance. In determining individual performance, the Committee considered the factors described earlier and consulted with its independent compensation consultant. The Committee also considered that executive efforts in the areas of liquidity, capital, credit, deposits, expense management, net interest margin, balance sheet optimization strategies which may not be fully reflected in 2024 performance, but instead will position Washington Trust to resume growth of a long-term focused, profitable, relationship-driven Corporation. This was also a driver for making a portion of each executive’s award payable in the Corporation’s stock and in fact, for CEO Handy, the majority of his 2024 bonus award was paid in the Corporation’s stock. Executive Bonus Plan awards for the named executive officers are outlined in the following table:

  17. Short-Term Incentive Compensation

    | | Available Award from Bonus Pool | Actual Cash Award | Actual Equity Award Value (a) | Total Value of Cash and Stock Award | Overall Percentage of Available Award | | | (150.0%) | (0.0% - 150.0%) | | | | | Handy | $584,568 | $148,914 | $196,114 | $345,028 | 59.0% | | Noons | $249,416 | $114,440 | $33,429 | $147,869 | 59.3% | | Ohsberg | $201,974 | $104,176 | $19,010 | $123,186 | 61.0% | | Ryan | $161,870 | $77,064 | $14,710 | $91,774 | 56.7% | | Wray | $183,351 | $96,230 | $17,264 | $113,494 | 61.9% |

  18. Short-Term Incentive Compensation

    (a)Represents the fair value of a plan-based restricted stock unit award under the Executive Bonus Plan in January 2025, based upon achievement of plan targets in 2024. Such grants will vest ratably over three years from the date of grant. We expect these bonus levels to be significantly below the range of payouts to executives within our industry and compensation peer group. We believe these reduced bonus amounts are appropriate to recognize and reward the strategic efforts of the executive team and will assist us in motivating and retaining talent in a tough economic yet competitive employment environment. Wealth Management Business Building Incentive Plan Ms. Ryan is eligible for an additional incentive payment based on the performance of the wealth management division. This incentive is intended to drive growth in the wealth management business line, which is an important contributor to our net income. Provisions related to her 2024 award are outlined below. ▪Performance metrics: Plan performance is measured in terms of (i) division pre-tax earnings (30% weighting), (ii) division revenues (30% weighting), (iii) new business (includes new accounts and solicited additions/upgrades, 20% weighting); and (iv) lost business (20% weighting). Routine flows (contributions and distributions) are excluded from new and lost business. New/lost business will be based on the market value at the time and will not be further adjusted for market appreciation/depreciation. ▪Target payment: $90,000, payable in cash. ▪Range of potential awards: 0% to 150% of the target award. 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 Regardless of the actual award determined by the plan parameters, the Committee has the discretion to modify any award downwards. Plan payments are subject to recoupment as described under the heading “Compensation Discussion and Analysis - Incentive Compensation Clawback and Forfeiture Policy” later in this Proxy Statement. In 2024, plan targets were: (i) division pre-tax earnings of $18,235,000; (ii) division revenues of $41,583,000; (iii) new business of $619,002,000; and (iv) lost business of $(294,144,000). During 2024, the wealth management division met 106.8% of the pre-tax earnings goal, 100.2% of the revenue goal, and 108.9% of the new business goal, but did not meet the threshold for a payment under the lost business metric. This performance resulted in a total bonus payment of $81,990 to Ms. Ryan under this plan, which is equal to 91.1% of the plan target. Annual Performance Plan In 2022 and 2023, all of the named executive officers were eligible for an incentive payment under the Annual Performance Plan. The Annual Performance Plan was not active for 2024, however, the plan will resume in 2025. Details of named executives’ awards under this plan for performance in 2022 and 2023 are described under the headings “Executive Compensation - Summary Compensation Table” later in this Proxy Statement. Provisions related to the plan design are outlined below. ▪Performance measurement period: January 1 through December 31 of each year 2022 and 2023. ▪Target awards: Each executive has a target incentive opportunity, expressed as a percentage of base salary earnings, which varies by role and level of responsibility, as outlined in the following table.

  19. Short-Term Incentive Compensation

    | | Target Incentive Opportunity | Allocation | | | | | Corporate Performance | Individual Performance | | Handy | 50% | 70% | 30% | | Noons | 40% | 70% | 30% | | Ohsberg | 35% | 60% | 40% | | Ryan | 30% | 60% | 40% | | Wray | 35% | 60% | 40% |

  20. Short-Term Incentive Compensation

    ▪Range of potential awards: 0% to 150% of the target award. ▪Corporate performance metrics: Corporate performance was based on three financial metrics - GAAP Net Income, fully diluted earnings per share (EPS), and ROE, consistent with publicly released results, with each metric receiving equal weighting. The Board established performance targets at the beginning of each period based on our strategic objectives. At the end of each year, the actual performance for each of the financial metrics is measured separately against its target. Corporate performance exceeding a threshold of 80% of the performance target will result in progressively increasing payment levels. The Compensation Committee has 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 was not limited to, one‐time acquisition‐related expenses and impact of share repurchases, if applicable, to the extent such impact was not a factor in setting the original goals. ▪Individual performance criteria: Individual performance awards were based on an assessment of executive performance against expectations established at the beginning of each year. Individual performance for the Chief Executive Officer was determined with consideration of matters such as leadership of the senior management team; achievement of strategic priorities; community involvement and presence; market expansion and enhancement; strategic planning and implementation; corporate governance; investor relations; talent acquisition and development; diversity, inclusion and equity efforts; risk management; and ability to focus the Corporation on the long-term interests of our shareholders. For the other named executive officers, individual performance was determined with consideration of matters such as leadership; contribution towards the achievement of strategic priorities; strategic planning; and achievement of business unit operational and/or production goals. The Committee relied upon the assessment of performance of the Chief Executive Officer by the independent directors of the Corporation’s Board, and considers the Chief Executive Officer’s assessment of the performance of all other senior executives. Regardless of the actual award determined by the plan parameters, the Committee had the discretion to modify any award downwards. Plan payments are subject to recoupment as described under the heading “Compensation Discussion and Analysis - Incentive Compensation Clawback and Forfeiture Policy” later in this Proxy Statement. Retail Lending Growth Incentive Plan Based on Ms. Noons’ role as Chief Retail Lending Officer in 2022, she was eligible for an additional incentive payment based on the performance of the retail lending business unit, which is an important source of noninterest income, as well as a key contributor to interest-earning assets and related net interest income. Details of Ms. Noons’ awards under this plan for performance in 2022 is described under the headings “Executive Compensation - Summary Compensation Table” and “Executive Compensation - Grants of Plan Based Awards” later in this Proxy Statement. Ms. Noons transitioned into the President and Chief Operating Officer role in 2023 and therefore was not eligible to participate in this plan beginning in 2023. Provisions related to the plan design are outlined below. ▪Performance measurement period: January 1, 2022 through December 31, 2022. ▪Performance metrics: Performance is measured in terms of the Corporation’s (a) total residential real estate loan origination volume (“origination metric”); (b) net realized gains on loan sales (“sales revenue metric”); and (c) non-accrual loans as a percentage of loan portfolio balances based on one-family to four-family dwellings (“asset quality metric”). Performance is determined by assessing achievement of each metric individually against its target, with all metrics weighted equally. For the origination metric and sales revenue metric, performance is assessed against annual goals set by the Committee. Asset quality metric performance is assessed by comparing the Corporation’s average performance for the prior completed 20 quarters to the average of the industry comparator group median over the same period. ▪Target payment: $50,000. To focus performance on both goal achievement and the long term success of the division, the plan payment was allocated approximately 50% in equity (restricted stock units, further subject to time-based vesting) and 50% in cash. ▪Range of potential awards: 0% to 150% of the target award. With respect to the origination and sales revenue metrics, performance exceeding a threshold of 70% of the performance target results in progressively increasing payment levels, ranging from 25% to 200%. With respect to the asset quality metric, the payout range is 0% to 100%. Performance for the three metrics is averaged, and further subject to a maximum award of 150% of target. Regardless of the actual award determined by the plan parameters, the Committee has the discretion to modify any award downwards. Plan payments are subject to recoupment as described under the heading “Compensation Discussion and Analysis - Incentive Compensation Clawback and Forfeiture Policy” later in this Proxy Statement.

  21. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation The granting of stock-based incentives is viewed as a desirable long-term incentive compensation strategy because it closely links the interests of management with shareholders; provides an opportunity for increased executive stock ownership; aids in executive retention; and rewards executives for focusing on long-term stock value. In determining the form of equity to be granted, the Committee considers many factors, including the ability to drive corporate performance; retention and stock ownership; tax and accounting treatment; and impact on dilution. Annual Equity Grant Timing Employee and director equity award grants are made by the Compensation Committee during the normal course of committee meetings. Prior to each year, a schedule of committee meeting dates and activities, including planned equity grants, is approved by the Compensation Committee. Equity award grants are made at such meetings and effective on that date or at a specified future date, with any stock options issued at the closing price on the date of grant. From time to time, we may structure a new hire employment offer to include an equity grant with such grant being effective on the date of Compensation Committee approval or date of hire, if later. The Compensation Committee did not take into account any material nonpublic information when determining the timing and terms of equity incentive awards, and we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Notwithstanding the foregoing, the Compensation Committee had planned to issue nonqualified stock option awards to certain non-executive officers at its regularly scheduled meeting on December 16, 2024. However, at that time, the Corporation was engaging in a public offering of its stock in anticipation of a balance sheet repositioning. The Committee waited until the public offering was complete and information regarding the balance sheet repositioning was released (which occurred on December 20, 2024) before issuing the stock option grant on December 23, 2024. Therefore, during 2024, we did not grant stock options to our named executive officers, or any other person, during any period beginning four business days before and ending one business day after the filing or furnishing of a Form 10-Q, 10-K or 8-K that discloses material nonpublic information. 2024 Long-Term Equity Incentive Compensation Design and Award We are committed to providing compensation that reinforces a strong pay and performance link to our leadership team. Our equity compensation program is designed to achieve this objective. All of our named executive officers received a performance-based long term equity grant in 2024. Performance share unit awards are designed to position total compensation at the 50th percentile with opportunities for upward and downward adjustment based on actual corporate performance compared to an industry comparator group, providing true pay for performance through the leveraging of equity awards. Selecting and defining the performance measurements for the award was a critical decision for the Committee. Measures needed to reflect our strategic plan and growth strategy, as well as shareholder expectations. In addition, measures had to be within the control and influence of the grantees so that there is a true correlation between actual contribution and reward. After reviewing a number of performance metrics, and in consultation with the compensation consultant, the Committee decided to base performance on relative core return on equity (“Relative Core ROE”), relative core earnings per share growth (“Relative Core EPS Growth”) and relative net charge offs as a percent of total loans (“Relative Net Charge Offs”), weighted at 40.0%, 40.0% and 20.0%, respectively. Provisions related to the 2024 awards are outlined below. ▪Range of potential awards: 0% to 200% of the target award. ▪Performance criteria: Relative Core ROE, Relative Core EPS Growth and Relative Net Charge Offs. Core ROE and Core EPS Growth measurements are objectively defined by S&P Global Market Intelligence as GAAP results adjusted to use net income after taxes and before extraordinary items, less net income attributable to non-controlling interest, gain on the sale of held to maturity and available for sale securities, amortization of intangibles, goodwill and nonrecurring items. S&P Global Market Intelligence uses a consistent tax rate in all tax adjusted metrics. ▪Industry comparator group: All publicly-traded banks and thrifts located in New England and the Mid-Atlantic (excluding institutions in Puerto Rico) with assets of $3.0 billion to $14.0 billion (based on information published by S&P Global Market Intelligence). ▪Dividend equivalents: Dividends will be paid retroactively in cash only on earned shares once the award is earned and the earned shares are actually issued. In addition to this performance share unit award, the named executive officers received a restricted stock unit grant subject to time-based vesting. 2024 awards to the named executive officers are summarized in the following table:

  22. Long-Term Equity Incentive Compensation

    | | Performance Share Units Range of Payouts (# of Shares) (a) | | | | Time-Based Restricted Stock Unit Grant (b) | | | Minimum | Threshold | Target | Maximum | | | Relative Performance | 0-25th percentile | 25th percentile | 50th percentile | 100th percentile | | | Handy | — | 4,740 | 9,480 | 18,960 | 9,480 | | Noons | — | 2,110 | 4,220 | 8,440 | 4,220 | | Ohsberg | — | 1,755 | 3,510 | 7,020 | 3,510 | | Ryan | — | 1,550 | 3,100 | 6,200 | 3,100 | | Wray | — | 1,550 | 3,100 | 6,200 | 3,100 |

  23. Long-Term Equity Incentive Compensation

    (a)The Corporation must achieve threshold performance at the 25th percentile for each metric to qualify for an award based on that metric. Payouts range from 50% to 200% of the target award based on a straight line interpolation for performance from the 25th percentile to the 100th percentile. Awards are further subject to time-based vesting on the three-year anniversary of the grant. (b)Grants are subject to time-based vesting on the three-year anniversary of the grant. _____________________ Except as outlined in the next sentence, each award is subject to forfeiture in the event of the executive’s termination of employment prior to the three-year anniversary of the grant. Each award is subject to full vesting in the event of a change in control or death and prorated vesting in the event of retirement or disability prior to the three-year anniversary of the grant, provided however that the number of earned shares on performance share unit awards will still be determined based on the Corporation’s performance during the full three-year performance period. Equity grants are subject to recoupment as described under the heading “Compensation Discussion and Analysis - Incentive Compensation Clawback and Forfeiture Policy” later in this Proxy Statement. 2021 Performance Share Unit Awards that Became Earned in 2024 In 2021, Messrs. Handy, Ohsberg and Wray and Mses. Noons and Ryan were granted performance share units with an opportunity to earn from 0% to 200% of the target award. These grants were structured in the same manner described earlier, except that performance was based on the Corporation’s Relative Core EPS Growth and Relative Core ROE performance during the measurement period of January 1, 2021 through December 31, 2023 and the industry comparator group was based on all publicly-traded banks and thrifts located in New England and the Mid-Atlantic (excluding institutions in Puerto Rico) with assets of $2.5 billion to $10.0 billion. On April 22, 2024, the Committee certified the following performance results:

  24. Long-Term Equity Incentive Compensation

    | | Percentile Ranking Relative to Industry Comparator Group | | | | | | Metric | Calendar Year 2021 | Calendar Year 2022 | Calendar Year 2023 | Weighted Average | Resulting Payout | | Core Return on Equity | 83.0% | 73.0% | 50.0% | 69.0% | 138.0% | | Core EPS Growth | 15.0% | 10.0% | 23.0% | 16.0% | —% | | Final Payout For Award | | | | | 69.0% |

  25. Long-Term Equity Incentive Compensation

    Final awards and dividends payable on earned shares from the grant through issuance dates are outlined in the following table.

  26. Long-Term Equity Incentive Compensation

    | | Range of Payouts (# of Shares) | | | | Final Award Earned (69% of Target) | | | | Minimum | Threshold | Target | Maximum | Shares | Dividends | | Handy | — | 4,360 | 8,720 | 17,440 | 6,017 | $42,600 | | Noons | — | 1,415 | 2,830 | 5,660 | 1,953 | $13,827 | | Ohsberg | — | 1,625 | 3,250 | 6,500 | 2,243 | $15,880 | | Ryan | — | 1,415 | 2,830 | 5,660 | 1,953 | $13,827 | | Wray | — | 1,415 | 2,830 | 5,660 | 1,953 | $13,827 |

  27. Compensation-Related Policies and Practices

    | | Stock Ownership Requirement | Equity Grant Retention Guidelines | | Chief Executive Officer | 2 times base salary | 50% of all vested equity grants (a) | | All Other Named Executive Officers | 1 times base salary | 50% of all vested equity grants (a) | | Non-employee Directors | 5 times retainer (b) | 100% of all vested equity grants |

  28. Compensation-Related Policies and Practices

    (a)Net of any shares withheld to satisfy the tax liability or fund the purchase price of such grant. (b)Expected within five years of joining the Board. _______________________ As of December 31, 2024, all executives and directors have either achieved the applicable stock ownership requirement or are adhering to the equity grant retention guidelines. Insider Trading and Anti-Hedging Policies To ensure alignment of the interests of our shareholders with all of our directors, officers, employees and consultants, including our named executive officers, the Corporation’s Code of Ethics and Standards of Personal Conduct includes an Insider Trading Policy which governs the purchase, sale, and/or other dispositions of the Corporation's securities by Directors, officers and employees, that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Corporation. A copy of the Corporation's Insider Trading Policy and Insider Trading Procedures were filed as Exhibits 19.1 and 19.2 of the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Additionally, the Insider Trading policy prohibits directors, executive officers and certain other employees from engaging in hedging transactions with respect to the Corporation’s securities. Further, pledging of the Corporation’s securities is permitted on a case by case basis with the approval of the Audit Committee; currently no named executive officer has pledged any stock. Incentive Compensation Clawback and Forfeiture Policy In order to further align management’s interests with the interests of shareholders and support good governance practices, all cash incentive awards and performance share unit awards made prior to March 2020 to the named executive officers included a recoupment or “clawback” provision. In the event that the Corporation is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the Federal securities laws, the executive will be required to reimburse the Corporation for any amount that would not have been earned based on the restated financial results. In March 2020, the Corporation expanded its recoupment policy through the adoption of the Incentive Compensation Clawback and Forfeiture Policy, which applies to all future cash incentive payments and equity compensation grants after that date. The policy was amended in November 2023 to comply with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The policy provides that: ▪In the event that the Corporation is required to prepare a Material Financial Restatement (defined as an accounting restatement of previously issued financial statements of the Corporation due to the material noncompliance of the Corporation with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously-issued financial statements that is material to the previously-issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period), executive officers are required to return, repay or forfeit any cash or equity award in the three completed fiscal years immediately preceding the restatement date that exceeds the amount that otherwise would have been received by the executive had such compensation been determined based on the restated amounts in the Material Financial Restatement. ▪In the event of (a) an executive officer’s misconduct; (b) the gross or willful failure of the executive officer to take action with respect to any act(s) of misconduct by a person in his or her business unit; or (c) the executive officer directs any other person to take any act(s) of misconduct, the Compensation Committee may require the executive officer to return, repay or forfeit any cash or equity award, in an amount determined by the Committee. Under the policy, misconduct is defined as the occurrence of any one or more of the following events: ▪a willful act of dishonesty by the executive with respect to any material matter involving the Corporation or any of its subsidiaries or affiliates; ▪a gross or willful violation of the Corporation’s policies and/or the Code of Ethics and Standards of Personal Conduct; ▪actions that have caused or might reasonably be expected to cause significant reputational or other harm to the Corporation; ▪the commission by or indictment of the executive officer for (i) a felony or (ii) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud (“indictment,” for these purposes, means an indictment, probable cause hearing or any other procedure pursuant to which an initial determination of probable or reasonable cause with respect to such offense is made); or ▪the gross or willful failure by the executive to substantially perform his or her duties with the Corporation (after being provided written notice of the scope and nature of the failure, with the opportunity for the executive to remedy such failure). The Compensation Committee has the sole authority regarding all determinations for the application and operation of the policy. Deductibility of Executive Compensation Generally, Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), disallows a federal income tax deduction for public corporations of remuneration in excess of $1 million paid for any fiscal year to “covered employees” of the company. The Board and Compensation Committee believe that stockholder interests are best served if they retain maximum flexibility to design executive compensation programs that meet stated business objectives. For that reason, while our Board and Compensation Committee consider the potential effects of Section 162(m) of the Code on the compensation paid to the named executive officers, in light of the constraints imposed by Section 162(m) and our desire to maintain flexibility in compensation decisions, the Board and Compensation Committee do not necessarily limit compensation to amounts deductible under Section 162(m).

  29. Change in Control Agreements

    Change in Control Agreements The Committee believes that change in control agreements (“CIC Agreements”) promote stability and continuity of senior leadership, as well as eliminate, or at least reduce, the reluctance of management to pursue potential change in control transactions that may be in the best interests of shareholders. Therefore, we have entered into CIC Agreements with all of the named executive officers. Upon a termination event (as defined in the CIC Agreements) in connection with a change in control, the named executive officers would be eligible for (a) a severance payment equal to a multiple of the sum of base salary in effect at the time of termination plus the average bonus paid within the three-year period prior to the change in control; and (b) benefit continuation for a period of additional months of medical and dental insurance coverage. The terms for each executive are set forth in the following table.

  30. Change in Control Agreements

    | | Multiple of Base and Bonus | Length of Benefit Continuation | | Handy | 3 | 36 months | | Noons, Ohsberg, Ryan and Wray | 2 | 24 months |

  31. Change in Control Agreements

    Payments and benefits otherwise provided to the executive in connection with a change in control will be reduced so that no portion would be subject to the excise tax imposed by Section 4999 of the Code, if such reduction would result in a greater amount of payments and benefits on a net after-tax basis. Payments under the CIC Agreements would be triggered if: ▪in the event of a change in control (as defined in the CIC Agreements) of the Corporation or the Bank, (a) the Corporation or the Bank terminates the executive for reasons other than for Cause (as defined in the CIC Agreements) or death or disability of the executive within 12 months after such change in control; or (b) within 12 months of a change in control, the executive resigns for Good Reason (as defined in the CIC Agreements), which includes a substantial adverse change in the nature or scope of the executive’s responsibilities and duties, a material reduction in the executive’s salary, relocation, or a failure of the Corporation or the Bank to obtain an effective agreement from any successor to assume the CIC Agreements; or ▪the executive is terminated by the Corporation or the Bank for any reason other than Cause, death or disability during the period of time after the Corporation and/or the Bank enters into a definitive agreement to consummate a transaction involving a change in control and before the transaction is consummated so long as a change in control actually occurs. The CIC Agreements require the executive to provide a general release of claims to receive payment under the agreement and provide an opportunity for the Corporation to remedy a “Good Reason” triggering event. Further, should a six-month delay in payments be required by Section 409A(a)(2)(B)(i) of the Code, we have agreed, upon the executive’s termination of employment, to make an irrevocable contribution to a grantor trust on behalf of the executive in the amount of the severance, plus interest at the short-term applicable federal rate.

  32. Change in Control Agreements

    | Compensation Committee Report |

  33. Change in Control Agreements

    The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis beginning on page 19 of this Proxy Statement with management. Based on that review and discussion, the Compensation Committee recommended to the Corporation’s Board that the Compensation Discussion and Analysis be included in this Proxy Statement. The foregoing report has been furnished by the members of the Compensation Committee:

  34. Change in Control Agreements

    | Edwin J. Santos (Chair) | Robert A. DiMuccio, CPA | | Constance A. Howes, Esq. | Sandra Glaser Parrillo |

  35. Change in Control Agreements

    | Executive Compensation |

  36. Summary Compensation Table

    Summary Compensation Table The following table shows, for the fiscal years ended December 31, 2024, December 31, 2023 and December 31, 2022, the compensation of the person who served as Chief Executive Officer of the Corporation (the “CEO”), Chief Financial Officer of the Corporation (the “CFO”), and each of the three most highly compensated executive officers of the Corporation and/or the Bank, serving at the end of the last completed fiscal year, other than the CEO and CFO, whose total compensation exceeded $100,000 in each year. Compensation for Mr. Wray is presented for fiscal year ended December 31, 2024 and December 31, 2023, the only years in the last three fiscal years in which he was a named executive officer.

  37. Summary Compensation Table

    | SUMMARY COMPENSATION TABLE | | | | | | | | | | Name and Principal Position | Year | Salary ($) (a) | Bonus ($) | Stock Awards ($) (b) | Non-Equity Incentive Plan Compensation ($) (a) (c) (d) | Change in Pension Value & Nonqualified Deferred Compensation Earnings ($) (e) | All Other Compensation ($) (f) | Total ($) | | Edward O. Handy III | 2024 | 779,423 | — | 664,426(g) | 148,914 | — | 113,491 | 1,706,254 | | Chairman and Chief Executive Officer of the Corporation and Bank | 2023 | 749,231 | — | 495,328(h) | 112,385 | — | 119,824 | 1,476,768 | | | 2022 | 709,231 | — | 597,014(i) | 480,000 | — | 115,765 | 1,902,010 | | Mary E. Noons | 2024 | 415,692 | — | 241,897(g) | 114,440 | 74,876 | 37,948 | 884,853 | | President and Chief Operating Officer of the Corporation and Bank | 2023 | 398,279 | — | 220,320(h) | 48,000 | 720,012 | 20,108 | 1,406,719 | | | 2022 | 310,202 | — | 208,476(j) | 131,666 | —(k) | 9,397 | 659,741 | | Ronald S. Ohsberg, CPA | 2024 | 384,711 | — | 192,404(g) | 104,176 | — | 27,020 | 708,311 | | Senior Executive Vice President, Chief Financial Officer and Treasurer of the Corporation and Bank | 2023 | 369,635 | — | 183,339(h) | 51,750 | — | 25,964 | 630,688 | | | 2022 | 350,654 | — | 221,701(i) | 155,000 | — | 24,636 | 751,991 | | Kathleen A. Ryan | 2024 | 359,711 | — | 167,850(g) | 159,054 | — | 36,609 | 723,224 | | Executive Vice President and Chief Wealth Management Officer of the Bank | 2023 | 344,635 | — | 161,984(h) | 127,750 | — | 35,554 | 669,923 | | | 2022 | 325,788 | — | 191,809(i) | 153,750 | — | 34,234 | 705,581 | | William K. Wray, Sr. | 2024 | 349,240 | — | 170,404(g) | 96,230 | — | 24,674 | 640,548 | | Senior Executive Vice President and Chief Risk Officer of the Bank | 2023 | 335,654 | — | 161,984(h) | 47,000 | — | 23,845 | 568,483 |

  38. Summary Compensation Table

    (a)The following table outlines deferrals of salary and bonus under the Nonqualified Deferred Compensation Plan (the “Nonqualified Plan”):

  39. Summary Compensation Table

    | Named Executive Officer | Salary Deferrals ($) | | | Non-Equity Incentive Plan Compensation Deferrals ($) (1) | | | | | 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | | Handy | — | — | 177,308 | 37,229 | 56,193 | 48,000 | | Noons | 37,412 | 35,845 | 24,816 | 10,000 | 10,000 | 10,000 | | Ohsberg | — | 36,964 | 35,065 | — | 5,175 | 15,500 | | Ryan | — | 34,463 | 32,579 | — | 25,550 | 30,750 | | Wray | — | — | | — | — | |

  40. Summary Compensation Table

    (1)Payments were accrued in the year indicated and paid in the succeeding fiscal year. (b)Amount listed reflects the aggregate grant date fair value computed in accordance with the Financial Accounting Standards Board (“FASB”) ASC Topic 718 in the year indicated. For 2024, assumptions related to the financial reporting of stock awards are presented in Note 17 to the Consolidated Financial Statements presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”). (c)Except as noted, amounts were accrued in the year indicated and paid in the succeeding fiscal year. Thus, the 2024 bonus was paid in fiscal 2025; 2023 bonus was paid in fiscal 2024; and 2022 bonus was paid in fiscal 2023. (d)Amount listed reflects payments under the Executive Bonus Plan, Annual Performance Plan, Wealth Management Business Building Incentive Plan and the portion paid in cash under the Retail Lending Growth Incentive Plan (“RGLIP”) as outlined earlier in this Proxy Statement. (e)Amount reflects aggregate change in the value of accumulated benefits under the Pension Plan and Supplemental Pension Plan between December 31 of the year indicated and December 31 of the prior year. The amount represents the increase due to an additional year of service; increases in average annual compensation; increases or decreases due to the passage of time; and increases or decreases due to changes in assumptions. Assumptions for 2024 are described in footnotes to the Pension Benefits table included later in this Proxy Statement. Amounts are based upon the earliest retirement age at which the individual can receive unreduced benefits, which is age 65. The present value calculation for the Pension Plan reflects a 50% probability that the pension is paid as a lump sum and a 50% probability that it is paid as a life annuity. The present value calculation for the Supplemental Pension Plan assumes payment as a life annuity. (f)The following table shows the components of this column for 2024:

  41. Summary Compensation Table

    | Named Executive Officer | Life and Disability Insurance ($) (1) | Cash in Lieu of Benefits ($) | Employer Contributions | | Club Membership ($) | Auto and Parking Allowance ($) | Total ($) | | | | | 401(k) Plan ($) | Nonqualified Plan ($) | | | | | Handy | 7,600 | — | 24,150 | 69,381 | — | 12,360 | 113,491 | | Noons | 90 | — | 24,150 | 4,948 | — | 8,760 | 37,948 | | Ohsberg | 90 | — | 24,150 | 2,780 | — | — | 27,020 | | Ryan | 349 | 1,500 | 24,150 | 1,030 | 7,000 | 2,580 | 36,609 | | Wray | 227 | — | 24,150 | 297 | — | — | 24,674 |

  42. Summary Compensation Table

    (1)Amount includes a disability insurance premium of $7,510 for Mr. Handy. All other amounts in this column reflect life insurance premiums. (g)The following table shows the components of this column for 2024:

  43. Summary Compensation Table

    | Named Executive Officer | Performance Share Unit Award (1) | Restricted Stock Unit Award (2) | Restricted Stock Unit Award Under Executive Bonus Plan (2) | Total | | Handy | $234,156 | $234,156 | $196,114 | $664,426 | | Noons | $104,234 | $104,234 | $33,429 | $241,897 | | Ohsberg | $86,697 | $86,697 | $19,010 | $192,404 | | Ryan | $76,570 | $76,570 | $14,710 | $167,850 | | Wray | $76,570 | $76,570 | $17,264 | $170,404 |

  44. Summary Compensation Table

    (1)Reflects the fair value of a performance share unit award based on a grant date probable outcome assumption of performance at the 50th percentile; the maximum value of this award assuming performance at the highest level for Messrs. Handy, Ohsberg and Wray and Mses. Noons and Ryan is $468,312; $173,394; $153,140; $208,468 and $153,140, respectively. (2)Such grants are subject to time-based vesting. (h)Reflects the fair value of a performance share unit award based on a grant date probable outcome assumption of performance at the 55th percentile; the maximum value of this award assuming performance at the highest level for Messrs. Handy, Ohsberg, Wray and Mses. Noons and Ryan is $900,597; $333,344; $294,517; $400,581 and $294,517, respectively. (i)Reflects the fair value of a performance share unit award based on the grant date probable outcome assumption of performance at the 70th percentile; the maximum value of this award assuming performance at the highest level for Messrs. Handy and Ohsberg and Ms. Ryan is $852,878; $316,715; and $274,012, respectively. (j)The following table shows the components of this column for 2022:

  45. Summary Compensation Table

    | Performance Share Unit Award (1) | Restricted Stock Unit Award Under RLGIP (2) | | $191,809 | $16,667 |

  46. Summary Compensation Table

    (1)Reflects the fair value of a performance share unit award based on the grant date probable outcome assumption of performance at the 70th percentile; the maximum value of this award assuming performance at the highest level is $290,679. (2)Represents a plan-based award earned under the RLGIP in January 2023, based upon achievement of plan targets in 2022. Such grant is subject to additional time-based vesting. (k)Between December 31, 2022 and December 31, 2021, the value of Ms. Noons’ accumulated benefits under the Pension Plan decreased by $384,912 and under the Supplemental Pension Plan increased by $24,284. As permitted by SEC rules, the aggregate decrease is not listed in this table. _______________________

  47. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table contains information concerning grants of plan-based awards under our cash and equity incentive plans to the named executive officers during the year ended December 31, 2024.

  48. Grants of Plan-Based Awards

    | GRANTS OF PLAN-BASED AWARDS | | | | | | | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) (a) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Handy | 05/21/24 | 3,897 | 389,712 | 584,568(b) | | | | | | | | | | 03/19/24 | | | | 4,740 | 9,480 | 18,960(c) | | | | 234,156(d) | | | 03/19/24 | | | | | | | 9,480(e) | | | 234,156(f) | | Noons | 05/21/24 | 1,663 | 166,277 | 249,416(b) | | | | | | | | | | 03/19/24 | | | | 2,110 | 4,220 | 8,440(c) | | | | 104,234(d) | | | 03/19/24 | | | | | | | 4,220(e) | | | 104,234(f) | | Ohsberg | 05/21/24 | 1,346 | 134,649 | 201,974(b) | | | | | | | | | | 03/19/24 | | | | 1,755 | 3,510 | 7,020(c) | | | | 86,697(d) | | | 03/19/24 | | | | | | | 3,510(e) | | | 86,697(f) | | Ryan | 05/21/24 | 1,079 | 107,913 | 161,870(b) | | | | | | | | | | 05/21/24 | 22,500 | 90,000 | 135,000(g) | | | | | | | | | | 03/19/24 | | | | 1,550 | 3,100 | 6,200(c) | | | | 76,570(d) | | | 03/19/24 | | | | | | | 3,100(e) | | | 76,570(f) | | Wray | 05/21/24 | 1,222 | 122,234 | 183,351(b) | | | | | | | | | | 03/19/24 | | | | 1,550 | 3,100 | 6,200(c) | | | | 76,570(d) | | | 03/19/24 | | | | | | | 3,100(e) | | | 76,570(f) |

  49. Grants of Plan-Based Awards

    (a)Amount listed reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For 2024, assumptions related to the financial reporting of stock awards are presented in Note 17 to the Consolidated Financial Statements presented in the 2024 Form 10-K (b)Reflects the 2024 threshold, target and maximum award available under the Executive Bonus Plan. Awards under such plan are based upon an allocation from the available Bonus Pool, based upon individual performance and contribution to the Corporation’s success. Threshold awards reflect the minimum payment level, which is 1% of the target amount, and maximum awards reflect a payout of 150% of the target award. This plan is described under the heading “Compensation Discussion and Analysis - Short-Term Cash Incentive Compensation” earlier in this Proxy Statement. Actual awards are reflected in the Summary Compensation Table. The grant date represents the date that the terms were approved by the Committee. (c)Reflects the threshold, target and maximum number of shares available under the performance share unit award granted on March 19, 2024. This grant is described under the heading “Compensation Discussion and Analysis - Long-Term Equity Compensation” earlier in this Proxy Statement. (d)For purposes of this table, we have assumed that relative performance will be at the 50th percentile, resulting in a 100% award. The actual number of shares that will be earned will depend on the Corporation’s relative performance during the performance measurement period and, therefore, actual amounts may be different. (e)Reflects a restricted stock award granted on March 19, 2024. This grant is described under the heading “Compensation Discussion and Analysis - Long-Term Equity Compensation” earlier in this Proxy Statement. (f)Amount reflects the value of the restricted stock award granted based on the closing market price of our stock of $24.70 on March 19, 2024 (i.e. grant date), which is subject to time based vesting. (g)Reflects the 2024 threshold, target and maximum award available under the Wealth Management Business Building Incentive Plan. This plan is described under the heading “Compensation Discussion and Analysis - Short-Term Cash Incentive Compensation” earlier in this Proxy Statement. The actual award is reflected in the Summary Compensation Table. The grant date represents the date the terms were approved by the Compensation Committee. _______________________

  50. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information with respect to the named executive officers concerning unexercised stock option awards and unvested stock awards as of December 31, 2024.

  51. Outstanding Equity Awards at Fiscal Year-End

    | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END | | | | | | | | | | | Name | Option Awards | | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options (#) | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (a) | Equity Incentive Plan Awards: | | | | | | | | | | | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (a) | | | Exercisable | Unexercisable | | | | | | | | | Handy | | | | | | 5,752(b) | 180,325 | | | | | | | | | | | | 9,510(c) | 298,139 | | | | | | | | | | 9,480(d) | 297,198 | | | | | | | | | | 9,480(e) | 297,198 | | Noons | 1,800 | | | $39.55 | 10/13/2025 | 1,848(b) | 57,935 | | | | | | | | | | | | 4,230(c) | 132,611 | | | | | | | | | | 4,220(d) | 132,297 | | | | | | | | | | 632(f) | 19,813 | | | | | | | | | | 352(g) | 11,035 | | | | | | | | | | 4,220(e) | 132,297 | | Ohsberg | | | | | | 2,136(b) | 66,964 | | | | | | | | | | | | 3,520(c) | 110,352 | | | | | | | | | | 3,510(d) | 110,039 | | | | | | | | | | 3,510(e) | 110,039 | | Ryan | 2,000 | | | $40.25 | 10/18/2026 | | | | | | | 1,800 | | | $58.05 | 10/17/2027 | | | | | | | | | | | | 1,848(b) | 57,935 | | | | | | | | | | | | 3,110(c) | 97,499 | | | | | | | | | | 3,100(d) | 97,185 | | | | | | | | | | 3,100(e) | 97,185 | | Wray | | | | | | 1,848(c) | 57,935 | | | | | | | | | | | | 3,110(c) | 97,499 | | | | | | | | | | 3,100(d) | 97,185 | | | | | | | | | | 3,100(e) | 97,185 |

  52. Outstanding Equity Awards at Fiscal Year-End

    (a)Based upon market closing price of $31.35 on December 31, 2024, the last trading day of our 2024 fiscal year. (b)Amount represents a performance share unit award that was based on the Corporation’s relative performance during the performance measurement period beginning January 1, 2022 and ending December 31, 2024, and was further subject to a time-based vesting period, which ended on January 24, 2025. For purposes of this table, we have estimated that the Corporation’s relative performance will be at a percentile ranking of 40, resulting in 80.0% of the target award being earned. Final performance results will be ascertained in early 2025, and may be different than the amount listed in this table. (c)For purposes of this table, we have assumed that the Corporation’s relative performance during the performance measurement period (January 1, 2023 and ending December 31, 2025) was at the percentile ranking of 50 resulting in a 100.0% award, which was our performance assumption for this grant as of December 31, 2024. Actual results may be different. (d)For purposes of this table, we have assumed that the Corporation’s relative performance during the performance measurement period (January 1, 2024 and ending December 31, 2026) was at the percentile ranking of 50, resulting in a 100.0% award, which was our performance assumption for this grant as of December 31, 2024. Actual results may be different. (e)This restricted stock unit grant will become fully vested on March 19, 2027. (f)This restricted stock unit grant will become fully vested on January 24, 2025. (g)This restricted stock unit grant will become fully vested on January 24, 2026. _______________________

  53. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information with respect to the named executive officers concerning the exercise of stock options and stock awards that vested during the year ended December 31, 2024.

  54. Option Exercises and Stock Vested

    | OPTION EXERCISES AND STOCK VESTED | | | | | | | Option Awards | | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Handy | — | — | 6,017(a) | 197,538(b) | | Noons | — | — | 2,713(c) | 86,301(d) | | Ohsberg | — | — | 2,243(a) | 73,638(b) | | Ryan | — | — | 1,953(a) | 64,117(b) | | Wray | — | — | 1,953(a) | 64,117(b) |

  55. Option Exercises and Stock Vested

    (a)Amounts shown represent the final settlement of a performance share unit (“PSU”) award granted on January 25, 2021. This award and related performance results are discussed under the heading “Compensation Discussion and Analysis - Long-Term Equity Incentive Compensation” earlier in this Proxy Statement. Taking into consideration shares withheld for payment of applicable taxes, Messrs. Handy, Ohsberg and Wray and Ms. Ryan and acquired a net amount of 3,289; 2,243; 1,077; and 1,070 shares, respectively. (b)Amount represents the value of shares earned and related dividends on the date performance results were certified by the Committee. (c)Amount shown represent the vesting of a restricted stock unit award granted on January 25, 2021 and the final settlement of a PSU award granted on January 25, 2021. The PSU award and related performance results are discussed under the heading “Compensation Discussion and Analysis - Long-Term Equity Incentive Compensation” earlier in this Proxy Statement. Taking into consideration shares withheld for payment of applicable taxes, Ms. Noons acquired a net amount of 481 shares from the vesting of her restricted stock units and 1,068 shares from her PSU award. (d)Amount shown represents the value of shares earned and related dividends on the date performance results were certified by the Committee for the performance share unit grant made on January 25, 2021 and the value of restricted stock units that vested during the year.

  56. Pension Benefits

    Pension Benefits The following table sets forth information with respect to the pension benefits of the named executive officers. Information about the Pension Plan and Supplemental Pension Plan can be found under the heading “Compensation Discussion and Analysis - Retirement and Other Benefits” earlier in this Proxy Statement. Messrs. Handy, Ohsberg and Wray and Ms. Ryan are not eligible to participate in these retirement plans, and therefore, are excluded from the table.

  57. Pension Benefits

    | PENSION BENEFITS | | | | | | Named Executive Officer | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) (a) | Payments During Last Fiscal Year ($) | | Noons | Pension Plan | 31.5 | 1,878,589 | — | | | Supplemental Pension Plan | 31.5 | 984,336 | — |

  58. Pension Benefits

    (a)Present value of accumulated benefits under the Pension Plan and Supplemental Pension Plan as of December 31, 2024, determined using mortality assumptions after benefit commencement based on the PRI-2012 Mortality Table and projected forward using Scale MP-2020 (generational) with no mortality assumption prior to benefit commencement and other assumptions consistent with those presented in Note 16 to the Consolidated Financial Statements presented in the 2024 Form 10-K, except that retirement age for Ms. Noons is based upon age 65, the earliest retirement age at which she can receive unreduced benefits. Present value is expressed as a lump-sum; however, the Supplemental Pension Plan does not provide for payment of benefits in a lump-sum, but rather payment only in the form of an annuity with monthly benefit payments. The present value calculation for the Pension Plan reflects a 50% probability that the pension is paid as a lump sum and a 50% probability that it is paid as a life annuity. The present value calculation for the Supplemental Pension Plan assumes payment as a life annuity. _______________________

  59. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan We provide executives with the opportunity to defer up to 100% of regular base salary earnings (but not below the level sufficient to cover any required withholding taxes and any elected benefit plan deductions) and annual bonus earnings into the Nonqualified Deferred Compensation Plan. This plan also provides certain employer contributions, as described earlier in this Proxy Statement. The following table outlines employee and employer contributions to the Nonqualified Deferred Compensation Plan, earnings on plan balances during the year and the aggregate amount of all plan obligations as of December 31, 2024.

  60. Nonqualified Deferred Compensation Plan

    | NONQUALIFIED DEFERRED COMPENSATION | | | | | | | Named Executive Officer | Executive Contributions in Last FY ($) (a) | Registrant Contributions in Last FY ($) (b) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) (c) | | Handy | 56,193 | 69,381 | 285,525 | — | 3,246,300 | | Noons | 47,412 | 4,948 | 140,462 | — | 664,923 | | Ohsberg | 5,175 | 2,780 | 8,150 | — | 336,404 | | Ryan | 25,550 | 1,030 | 19,201 | — | 225,357 | | Wray | — | 297 | 30,848 | — | 578,495 |

  61. Nonqualified Deferred Compensation Plan

    (a)Reflects deferrals of salary and bonus payments that were accrued under the Nonqualified Deferred Compensation Plan during 2024. Salary amounts are disclosed as “Salary Deferrals” in footnote (a) of the Summary Compensation Table under the year 2024. Bonus amounts are disclosed as “Non-Equity Incentive Plan Compensation Deferrals” in footnote (a) of the Summary Compensation Table under the year 2023. (b)Represents credits for amounts that would have been contributed by the Bank under the 401(k) Plan, but for certain IRS limitations, as described earlier in this Proxy Statement. Mr. Handy’s credit also includes a contribution of 5% of his salary, or $38,971, which is described earlier in this Proxy Statement. This amount is disclosed in the Summary Compensation Table, under All Other Compensation in 2024. (c)Includes employee and employer contributions that have been reflected in the Summary Compensation Table in this Proxy Statement and previous proxy statements as outlined in the table below. Aggregate balance may also include amounts contributed when the executive was not a named executive officer; such amounts were not reported in previous proxy statements.

  62. Nonqualified Deferred Compensation Plan

    | Named Executive Officer | 2024 ($) | Previous Years ($) | Total Reported ($) | | Handy | 125,573 | 2,024,628 | 2,150,201 | | Noons | 52,361 | 82,176 | 134,537 | | Ohsberg | 7,955 | 283,783 | 291,738 | | Ryan | 26,580 | 170,392 | 196,972 | | Wray | 297 | 396 | 693 |

  63. Nonqualified Deferred Compensation Plan

    Contributions are credited with earnings/losses based upon the executive’s selection of publicly-traded mutual funds. Investment elections can be changed at any time. The following table summarizes the annual rate of return for the year ended December 31, 2024, for the investment options.

  64. Nonqualified Deferred Compensation Plan

    | Fidelity® Blue Chip Growth Fund - Class K6 | 38.14% | C&S Institutional Realty Shares | 6.24% | | JP Morgan Equity Income Fund - Class R5 | 12.67% | Fidelity Freedom® Income K Fund | 4.40% | | Vanguard 500 Index Fund Admiral Class | 24.97% | Fidelity Freedom® 2005 K Fund (a) | 11.18% | | MFS Mid Cap Growth Fund Class R6 | 14.79% | Fidelity Freedom® 2010 K Fund | 5.33% | | MFS Mid Cap Value Fund Class R6 | 14.11% | Fidelity Freedom® 2015 K Fund | 6.29% | | Vanguard Mid-Cap Index Fund Admiral Shares | 15.22% | Fidelity Freedom® 2020 K Fund | 7.37% | | Fidelity Small Cap Group Fund | 20.53% | Fidelity Freedom® 2025 K Fund | 8.26% | | JPMorgan Small Cap Value Fund Class R6 | 9.22% | Fidelity Freedom® 2030 K Fund | 9.37% | | Vanguard Small-Cap Index Fund Admiral Shares | 14.23% | Fidelity Freedom® 2035 K Fund | 11.09% | | Fidelity Emerging Markets Fund | 7.12% | Fidelity Freedom® 2040 K Fund | 13.32% | | Lazard International Strategic Equity Portfolio Inst. Shares | (1.36)% | Fidelity Freedom® 2045 K Fund | 14.22% | | Vanguard FTSE All-World ex-US Index Fund Admiral Shares | 5.44% | Fidelity Freedom® 2050 K Fund | 14.18% | | Loomis Sayles Core Plus Bond Fund Class N | 0.85% | Fidelity Freedom® 2055 K Fund | 14.19% | | PIMCO Low Duration Fund Class Institutional Class | 4.82% | Fidelity Freedom® 2060 K Fund | 14.15% | | Vanguard Inflation-Protected Securities Fund Admiral Shares | 1.86% | Fidelity Freedom® 2065 K Fund | 14.18% | | Vanguard Total Bond Market Index Fund Admiral Shares | 1.24% | Fidelity Freedom® 2070 K Fund (b) | (2.24)% | | Fidelity® Treasury Money Market Fund | 4.90% | | |

  65. Nonqualified Deferred Compensation Plan

    (a)Fund was available for selection as an investment benchmark from January 1, 2024 through June 21, 2024. (b)Fund was available for selection as an investment benchmark from June 28, 2024 through December 31, 2024. _______________________ Upon election to defer income, the individual must also elect distribution timing and form of payment. In-service distributions may be in a lump sum payable in a specific year or in four annual installments commencing in the year a named student reaches age 18. Accounts may also be distributed commencing in the year following retirement in a lump sum or annual installments over five or ten years. Retirement is defined as separation from employment after age 65 or after age 55 with ten or more years of service for executives, and for directors as termination of directorship after age 55. Employer contributions are always payable in a lump sum in the year following separation. In the event of pre-retirement separation, accounts become payable in a lump sum in the following year, regardless of distribution election. The Nonqualified Deferred Compensation Plan was restated to comply with Section 409A of the Code effective January 1, 2008. The rules under Section 409A of the Code generally apply to amounts deferred after December 31, 2004 and related earnings (“post-409A accounts”). Amounts deferred prior to January 1, 2005 and related earnings (“grandfathered balances”) are subject to the rules applicable prior to the effective date of Section 409A. Participants may change distribution timing and form of grandfathered balances, provided a full calendar year passes between the year in which the change was requested and the new distribution date. Distribution elections on post-409A accounts may only be changed if (a) the new election is made at least 12 months before the first scheduled payment; (b) the distribution or first installment is delayed at least five years from the originally scheduled payment date; and (c) the new election is not effective until at least 12 months have elapsed. Participants can receive an early distribution of grandfathered balances, less a withdrawal penalty equal to 10% of the participant’s total grandfathered balance. In the event of an unforeseeable emergency, executives and directors may receive a distribution from grandfathered balances and/or post-409A accounts, to the extent necessary to meet the emergency and resulting income tax and penalties, subject to certain limitations outlined in the plan.

  66. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, the following presents information regarding the relationship of the annual total compensation of our median employee and the annual total compensation of Mr. Handy. As of December 20, 2024, we employed 637 individuals, all of whom were located in the United States. This population consisted of full-time, part-time, and temporary employees. We did not retain or engage any independent contractors or similar workers during 2024. To identify the “median employee” from our employee population as of December 20, 2024, we compared the amount of salary, wages and fringe benefits of all of our employees as reflected in box 1 of Form W-2 for 2024. Since all of our employees are located in the United States, as is Mr. Handy, we did not make any cost-of-living adjustments in identifying the “median employee.” Once we identified our median employee, we combined all elements of such employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $79,701. Mr. Handy’s annual total compensation, as reported in the Summary Compensation Table included elsewhere in this Proxy Statement, was $1,706,254. Based on this information, for 2024 the ratio of the annual total compensation of Mr. Handy, to the annual total compensation of our median employee was 21.41 to 1. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  67. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid to our executive officer and certain financial performance of the Corporation. For further information concerning the Corporation’s variable pay-for-performance philosophy and how the Corporation aligns executive compensation with the Corporation’s performance, refer to the descriptions included under the heading “Compensation Discussion and Analysis” earlier in this Proxy Statement.

  68. Pay Versus Performance

    | Pay Versus Performance Table | | | | | | | | | | Year | Summary Compensation Table Total for Principal Executive Officer (“PEO”) (a) | Compensation Actually Paid to PEO (b) | Average Summary Compensation Table Total for Non-PEO NEOs (c) | Average Compensation Actually Paid to Non-PEO NEOs (d) | Value of Initial Fixed $100 Investment Based On: | | Net Income (000s) (g) | Company Selected Performance Measure ROE (h) | | | | | | | Total Shareholder Return (“TSR”) (e) | Peer Group TSR (f) | | | | 2024 | 1,706,254 | 1,543,038 | 739,234 | 712,877 | 87.09 | 147.87 | (28,059) | (5.84)% | | 2023 | 1,476,768 | 506,038 | 818,953 | 335,244 | 74.73 | 106.87 | 48,176 | 10.57% | | 2022 | 1,902,010 | 1,230,105 | 773,436 | 560,992 | 101.04 | 110.67 | 71,681 | 14.49% | | 2021 | 1,842,107 | 2,298,530 | 919,985 | 850,822 | 115.44 | 132.19 | 76,870 | 14.03% | | 2020 | 1,646,713 | 1,608,566 | 860,270 | 712,813 | 88.20 | 92.50 | 69,829 | 13.51% |

  69. Pay Versus Performance

    (a)Reflects the total compensation reported for Mr. Handy (our Chief Executive Officer) in the “Total” column of the Summary Compensation Table for each corresponding year. Refer to the heading “Executive Compensation - Summary Compensation Table” earlier in this Proxy Statement. (b)Amounts listed under “Compensation Actually Paid to PEO” have been calculated in accordance with instructions provided under Item 402(v) of Regulation S-K. The amounts listed do not reflect the actual amount of compensation earned by or paid to Mr. Handy during the applicable year. The following table reconciles this amount to the Summary Compensation Table Total for each corresponding year:

  70. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards (1) | Other Equity Award Adjustments (2) | Reported Change in the Actuarial Present Value of Pension Benefits (3) | Pension Benefit Adjustments (4) | Compensation Actually Paid to PEO | | 2024 | 1,706,254 | (664,426) | 501,210 | — | — | 1,543,038 | | 2023 | 1,476,768 | (495,328) | (475,402) | — | — | 506,038 | | 2022 | 1,902,010 | (597,014) | (74,891) | — | — | 1,230,105 | | 2021 | 1,842,107 | (563,399) | 1,019,822 | — | — | 2,298,530 | | 2020 | 1,646,713 | (529,383) | 491,236 | — | — | 1,608,566 |

  71. Pay Versus Performance

    (1)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (2)The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The dollar amounts reported in this column represent the sum of the following:

  72. Pay Versus Performance

    | Year | Year End Fair Value of Equity Awards Granted During Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2024 | 594,396 | (93,076) | — | (42,710) | — | 42,600 | 501,210 | | 2023 | 338,727 | (504,223) | — | (409,106) | — | 99,200 | (475,402) | | 2022 | 440,991 | (497,450) | — | (74,695) | — | 56,263 | (74,891) | | 2021 | 688,165 | 214,644 | — | 62,695 | — | 54,318 | 1,019,822 | | 2020 | 693,056 | (131,885) | — | (95,576) | — | 25,641 | 491,236 |

  73. Pay Versus Performance

    (3)The amounts included in this column are the amounts reported in the “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each applicable year. Mr. Handy is not eligible for the Pension Plan. (4)As noted in the prior footnote, Mr. Handy is not eligible for the Pension Plan. (c)Reflects the average of the amounts reported in the “Total” column of the Summary Compensation Table for the named executive officers excluding Mr. Handy, who served as our CEO during each of the years listed, (collectively, the “non-PEO NEOs”) for each corresponding year. Refer to the heading “Executive Compensation - Summary Compensation Table” earlier in this Proxy Statement. For purposes of this table, the non-PEO NEOs for 2024 and 2023 are Mses. Noons and Ryan and Messrs. Ohsberg and Wray; for 2022 and 2020 are Messrs. Gim, Ohsberg and Hagerty and Ms. Ryan; and for 2021, Messrs. Gim and Ohsberg and Mses. Noons and Ryan. (d)Amounts listed under “Average Compensation Actually Paid to Non PEO NEOs” have been calculated in accordance with instructions provided under Item 402(v) of Regulation S-K. The amounts listed do not reflect the actual amount of compensation earned by or paid to the executives during the applicable year. The following table reconciles this amount to the Summary Compensation Table Average for each corresponding year.

  74. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Equity Award Adjustments (1) | Reported Change in the Actuarial Present Value of Pension Benefits (2) | Pension Benefit Adjustments (3) | Compensation Actually Paid to Non-PEO NEOs | | 2024 | 739,234 | (193,139) | 185,501 | (74,876) | — | 712,877 | | 2023 | 818,953 | (181,907) | (142,652) | (720,012) | 83,408 | 335,244 | | 2022 | 773,436 | (222,324) | (19,713) | — | 118,363 | 560,992 | | 2021 | 919,985 | (229,576) | 384,485 | (278,814) | 109,486 | 850,822 | | 2020 | 860,270 | (202,052) | 189,547 | (643,102) | 103,299 | 712,813 |

  75. Pay Versus Performance

    (1)The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  76. Pay Versus Performance

    | Year | Average Year End Fair Value of Equity Awards Granted During Year | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2024 | 218,353 | (32,679) | — | (14,974) | — | 14,801 | 185,501 | | 2023 | 127,245 | (174,283) | — | (118,631) | — | 23,017 | (142,652) | | 2022 | 164,222 | (174,132) | — | (32,612) | — | 22,809 | (19,713) | | 2021 | 258,259 | 81,581 | — | 23,207 | — | 21,438 | 384,485 | | 2020 | 264,522 | (50,364) | — | (34,433) | — | 9,822 | 189,547 |

  77. Pay Versus Performance

    (2)The amounts included in this column are the average amounts reported in the “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each applicable year for Non-PEO NEOs. Mr. Gim and Ms. Noons are the only NEOs who were eligible for the Pension Plan. (3)The average total pension benefit adjustments for each applicable year include the average aggregate of two components: (i) the actuarially determined service cost for services rendered by covered NEOs during the applicable year (the “service cost”); and (ii) the average entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with U.S. GAAP. The amounts deducted or added in calculating the pension benefit adjustments are as follows:

  78. Pay Versus Performance

    | Year | Average Service Cost | Average Prior Service Cost | Total Average Pension Benefit Adjustments | | 2024 | — | — | — | | 2023 | 83,408 | — | 83,408 | | 2022 | 118,363 | — | 118,363 | | 2021 | 109,486 | — | 109,486 | | 2020 | 103,299 | — | 103,299 |

  79. Pay Versus Performance

    (e)Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Corporation’s share price at the end and the beginning of the measurement period by the Corporation’s share price at the beginning of the measurement period. (f)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Nasdaq Bank Index. (g)The dollar amounts reported represent the amount of net income reflected in the Corporation’s audited financial statements for the applicable year. (h)Reflects the Corporation’s ROE as calculated under GAAP and reflected in the Corporation’s audited financial statements for the applicable year. ROE is a key performance metric in the short-term and long-term incentive programs, which represent a significant portion of compensation for the PEO and NEOs. We believe this metric is strongly aligned with shareholder value. Corporation’s Most Important Financial Performance Measures As described in greater detail under the heading “Compensation Discussion and Analysis” earlier in this Proxy Statement, the Corporation’s executive compensation program reflects a variable pay for performance philosophy. The metrics that the Corporation uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our executives to increase the value of our enterprise for our shareholders. Selecting and defining the performance measurements for the incentive awards was a critical decision for the Compensation Committee. Measures needed to reflect our strategic plan and growth strategy, as well as shareholder expectations. In addition, measures had to be within the control and influence of the executives so that there is a true correlation between actual contribution and reward. The most important financial performance measures used by the Corporation to link compensation actually paid to executives, for the most recently completed fiscal year, to the Corporation’s performance are as follows: ▪Net Income ▪Return On Equity (ROE) ▪Core ROE ▪Fully diluted earnings per share (EPS) The following chart sets forth the relationship between the Corporation’s TSR over the five-year period presented to that of the peer group presented for this purpose, the Nasdaq Regional Bank Index and the Nasdaq Bank Index. (a) Beginning in 2025, the Corporation will use the Nasdaq Regional Bank Index to compare TSR. This index provides a measure of performance of smaller, regional banks that operate primarily in specific geographic areas within the United States, as opposed to the national or multinational banks. We believe this is a better match to our corporate structure and may be more reflective of economic conditions and trends affecting smaller, regional banks. For purposes of the chart above, we have provided both the Nasdaq Regional Bank Index and the Nasdaq Bank Index. Comparison of Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the five-year period presented. We are also choosing to provide supplemental information in this chart regarding our Core Net Income in order to provide greater context in light of our balance sheet repositioning. Core Net Income is objectively defined by S&P Global Market Intelligence as GAAP results adjusted to use net income after taxes and before extraordinary items, less net income attributable to non-controlling interest, gain on the sale of held to maturity and available for sale securities, amortization of intangibles, goodwill and nonrecurring items. S&P Global Market Intelligence uses a consistent tax rate in all tax adjusted metrics. Comparison of Compensation Actually Paid and Return on Equity The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our ROE during the five-year period presented. We are also choosing to provide supplemental information in this chart regarding our Core ROE in order to provide greater context in light of our balance sheet repositioning. Core ROE is objectively defined by S&P Global Market Intelligence as GAAP results adjusted to use net income after taxes and before extraordinary items, less net income attributable to non-controlling interest, gain on the sale of held to maturity and available for sale securities, amortization of intangibles, goodwill and nonrecurring items. S&P Global Market Intelligence uses a consistent tax rate in all tax adjusted metrics.

  80. Pay Versus Performance

    | Director Compensation |

  81. Pay Versus Performance

    Our director compensation philosophy is to provide competitive, fair and reasonable compensation to non-employee directors in order to attract the expertise and leadership necessary to provide strong corporate governance and maximize long-term shareholder value. Further, we believe director compensation should be aligned with the long-term interests of shareholders by creating and encouraging stock ownership. The Compensation Committee, with the assistance of the compensation consultant, reviews director compensation annually to ensure that it is appropriate, competitive and effective. This process focuses on pay elements; compensation levels and mix; board and committee expertise, structure and roles; and best practices of comparable companies in our industry.

  82. Director Compensation Table

    Director Compensation Table Employee directors receive no additional compensation for Board service. Compensation received by Mr. Handy as an employee of the Corporation and/or the Bank is shown in the Summary Compensation Table earlier in this Proxy Statement. The following table summarizes compensation paid to non-employee directors for the fiscal year ended December 31, 2024.

  83. Director Compensation Table

    | DIRECTOR COMPENSATION TABLE | | | | | Name | Retainer Earned or Paid in Cash ($) | Stock Awards ($) (a) | Total ($) (b) | | John J. Bowen(c) | 15,667 | — | 15,667 | | Steven J. Crandall(c) | 13,667 | — | 13,667 | | Robert A. DiMuccio, CPA | 72,000 | 35,034 | 107,034 | | Joseph P. Gencarella, CPA | 51,000 | 35,034 | 86,034 | | Mark K.W. Gim | 61,000 | 35,034 | 96,034 | | Constance A. Howes, Esq. | 73,667 | 35,034 | 108,701 | | Joseph J. MarcAurele(c) | 21,667 | — | 21,667 | | Sandra Glaser Parrillo | 47,000 | 35,034 | 82,034 | | Debra M. Paul(d) | 35,167 | 35,034 | 70,201 | | John T. Ruggieri | 84,000 | 35,034 | 119,034 | | Edwin J. Santos | 69,000 | 35,034 | 104,034 | | Lisa M. Stanton | 67,000 | 35,034 | 102,034 | | Angel Taveras, Esq.(d) | 37,167 | 35,034 | 72,201 |

  84. Director Compensation Table

    (a)Amount listed reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for restricted stock unit awards granted on June 20, 2024. Assumptions related to the financial reporting of restricted stock units are presented in Note 17 to the Consolidated Financial Statements presented in the 2024 Form 10-K. As of December 31, 2024, Directors DiMuccio, Gencarella, Howes, Parrillo, Ruggieri, Santos and Stanton had 3,220 unvested restricted stock units; Director Gim had 2,590 unvested restricted stock units; and Directors Paul and Taveras had 1,360 unvested restricted stock units. (b)There are no Option Awards, Non-Equity Incentive Plan Compensation, Change in Pension Value, Nonqualified Deferred Compensation Earnings or All Other Compensation required to be disclosed in this table. (c)Messrs. Bowen, Crandall and MarcAurele retired from the Corporation’s Board on April 23, 2024. (d)Ms. Paul and Mr. Taveras joined the Corporation’s Board on March 1, 2024.

  85. Director Compensation Table

    | Compensation Committee Interlocks and Insider Participation |

  86. Director Compensation Table

    The directors who served on the Compensation Committee during the year ended December 31, 2024 were Santos (Chair), DiMuccio, Howes and Parrillo. We are not aware of any Compensation Committee interlocks or relationships involving our executive officers or members of the Corporation’s Board requiring disclosure in this Proxy Statement.

  87. Director Compensation Table

    | Audit Committee Report |

  88. Director Compensation Table

    The Audit Committee has the responsibility to, among other things, oversee and review the preparation of the Corporation's consolidated financial statements and the Corporation’s system of internal controls. The Audit Committee has the sole authority for the appointment, compensation (and negotiations thereof), retention and oversight of the Corporation's independent registered public accounting firm (the “independent auditor”) retained to audit the Corporation’s financial statements and system of internal controls. In accordance with the authorities and responsibilities outlined in its charter, the Audit Committee appointed Crowe LLP as the Corporation’s independent auditor for the fiscal year ended December 31, 2024. Crowe LLP is responsible for expressing opinions that (1) our consolidated financial statements present fairly, in all material respects, the financial position, results of operations and cash flows in conformity with generally accepted accounting principles and (2) we maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024. In this context, the Audit Committee has: ▪reviewed and discussed the Corporation's audited financial statements with management and Crowe LLP; ▪reviewed and discussed the effectiveness of the Corporation's internal controls over financial reporting with management, the internal auditor and Crowe LLP; ▪discussed with Crowe LLP the matters required to be discussed by Auditing Standard 1301; ▪received the written disclosures and the letter from Crowe LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding Crowe LLP’s communications with the Audit Committee concerning independence, and has discussed with Crowe LLP the independent auditor’s independence; and ▪considered whether the provision of non-audit services by Crowe LLP is compatible with maintaining its independence. Based on the review and discussions above, the Audit Committee recommended to the Corporation’s Board that the audited financial statements be included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for filing with the SEC. In addition, the Audit Committee also assessed the performance of Crowe LLP as independent auditor during 2024. A variety of indicators of audit quality relating to Crowe LLP were reviewed including: ▪the quality and candor of its communications with the Audit Committee and with management; ▪how effectively it maintained its independence and employed independent judgment, objectivity and professional skepticism; ▪the quality of insight demonstrated in its review of the Corporation's assessment of internal control over financial reporting and remediation of control deficiencies; ▪available external data about quality and performance, including reports by the PCAOB and the firm’s response to those reports; ▪the firm’s experience with other public companies and community banks; ▪the qualifications, strengths and performance of the lead audit engagement partner and the audit team; ▪the appropriateness of its fees, taking into account the Corporation's size and complexity and the resources necessary to perform the audit; and ▪its tenure as the Corporation's independent auditor and knowledge of the Corporation's operations, accounting policies and practices, and internal control over financial reporting. As a result of our evaluation, the Audit Committee concluded that the continued retention of Crowe LLP as the Corporation's independent registered public accounting firm for the year ending December 31, 2025 is in the best interests of the Corporation and its shareholders. The foregoing report has been furnished by the members of the Audit Committee:

  89. Director Compensation Table

    | John T. Ruggieri (Chair) | Robert A. DiMuccio, CPA | | Joseph P. Gencarella, CPA | Debra M. Paul | | Edwin J. Santos | Lisa M. Stanton | | Angel Taveras, Esq. | |

  90. Director Compensation Table

    The foregoing report shall not be deemed to be “soliciting material” or to be “filed” with the SEC and should not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or under the Exchange Act, except to the extent that this information is specifically incorporated by reference, and shall not otherwise be deemed filed under such acts.

  91. Director Compensation Table

    | Independent Registered Public Accounting Firm |

  92. Director Compensation Table

    The following table presents fees incurred for professional services rendered by the independent registered public accounting firm for the years ended December 31, 2024 and December 31, 2023:

  93. Director Compensation Table

    | | 2024 | 2023 | | Audit fees (a) | $638,305 | $590,000 | | Audit-related fees (b) | 232,260 | 59,100 | | Tax fees | — | — | | All other fees | — | — | | Total fees incurred | $870,565 | $649,100 |

  94. Director Compensation Table

    (a)Annual audit of consolidated and subsidiary financial statements including Sarbanes-Oxley attestation, reviews of quarterly financial statements and other services in connection with statutory and regulatory filings. (b)Reflects fees for services that reasonably relate to the performance of the audit, including certain attestation and agreed upon procedures required by the Department of Housing and Urban Development. Also included in 2024 were fees in connection with a comfort letter associated with the equity offering in December 2024. Also included in 2023 were fees in connection with a consent associated with a registration statement in September 2023. _______________________ The Audit Committee has adopted a policy whereby engagement of the independent registered public accounting firm for audit services and for non-audit services shall be pre-approved by the Audit Committee, subject to the de minimus exception described in Section 10A(i)(1)(B) of the Exchange Act for non-audit services. The Audit Committee pre-approved all services provided by Crowe LLP during the years ended December 31, 2023 and December 31, 2024. The Audit Committee has considered whether the provision of the services identified under the headings “Audit-related fees,” “Tax fees” and “All other fees” is compatible with maintaining Crowe LLP’s independence and has determined that provision of such services is consistent with maintaining the principal auditor’s independence.

  95. Director Compensation Table

    | Indebtedness and Other Transactions |

  96. Director Compensation Table

    The Bank has had transactions in the ordinary course of business, including borrowings, with certain of our directors and executive officers and their associates, all of which were made on substantially the same terms, including interest rates (except that executive officers and all other employees are permitted a modest interest rate benefit on first mortgages secured by a primary residence and other consumer loans) and collateral, as those prevailing at the time for comparable transactions with other persons, and did not involve more than the normal risk of collectability or present other unfavorable features when granted. Similar transactions may be expected to take place in the ordinary course of business in the future. Extensions of credit outstanding at December 31, 2024 to all directors, executive officers and their related interests amounted to $961,891 in the aggregate. Any such transaction presently in effect with any director or executive officer is current as of this date, and is in compliance with Regulation O.

  97. Director Compensation Table

    | Policies and Procedures for Related Party Transactions |

  98. Director Compensation Table

    We conduct annual procedures, including the use of an electronic questionnaire, to (i) identify parties related to directors and executive officers and (ii) document the existence and terms of any related party transactions. As indicated previously, the approval of loan transactions involving directors, executive officers and their related interest is governed by the provisions of Regulation O. All other transactions involving directors and executive officers are reviewed annually by the Corporation’s Board. The purpose of the review is to determine that such transactions are conducted on terms not materially less favorable than what would be usual and customary in transactions between unrelated persons and, in the case of transactions involving directors, to determine whether such transactions affect the independence of a director in accordance with the relevant rules and standards issued by the SEC and Nasdaq. We do not maintain a formal written policy concerning the aforementioned procedures. Our Code of Ethics provides guidance on business relations between the Corporation and our directors, officers and employees.

  99. Director Compensation Table

    | Section 16(a) Reports |

  100. Director Compensation Table

    Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities (collectively, “Insiders”) to file reports of ownership and changes in ownership with the SEC. Insiders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based solely upon a review of the copies of such reports furnished to us with respect to 2024, and on written representations from certain reporting persons, we believe that, during 2024, all Section 16(a) filing requirements applicable to our Insiders were met.

  101. Director Compensation Table

    | Proposal 2: | Ratification of Selection of Independent Registered Public Accounting Firm |

  102. Director Compensation Table

    The ratification of the Audit Committee’s decision to retain Crowe LLP to serve as our independent registered public accounting firm to audit the Corporation’s consolidated financial statements for the current fiscal year ending December 31, 2025 will be submitted to our shareholders at the Annual Meeting. Factors considered in the Audit Committee’s decision can be found in the Audit Committee Report earlier in this Proxy Statement. Representatives of Crowe LLP will be present at the Annual Meeting, will have the opportunity to make a statement if they so desire and will be available to answer appropriate questions. Action by shareholders is not required by law in the appointment of the independent registered public accounting firm, but their appointment is submitted by the Audit Committee in order to give our shareholders a voice in the designation of our independent registered public accounting firm. If the appointment is not ratified by the affirmative vote of holders of a majority of the shares of common stock represented in person or by proxy at the Annual Meeting and entitled to vote thereon (provided that a quorum is present), the Audit Committee will reconsider its choice of Crowe LLP, but may still retain the firm. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of the Corporation and shareholders. Recommendation: The Board of Directors unanimously recommends that shareholders vote “FOR” this proposal.

  103. Director Compensation Table

    | Proposal 3: | Non-binding Advisory Resolution on the Compensation of the Corporation’s Named Executive Officers |

  104. Director Compensation Table

    As required by Section 14A of the Exchange Act, our Board of Directors is submitting for shareholder approval, on a non-binding advisory basis, the compensation paid to our named executive officers as described in this Proxy Statement pursuant to Item 402 of Regulation S-K. The resolution that is the subject of this proposal is a non-binding advisory resolution. Accordingly, the resolution will not have any binding legal effect regardless of whether or not it is approved and may not be construed as overruling a decision by Washington Trust or the Board of Directors or to create or imply any change to the fiduciary duties of the Board. Furthermore, because this non-binding advisory resolution primarily relates to compensation of our named executive officers that has already been paid or contractually committed, there is generally no opportunity for us to revisit those decisions. However, the Compensation Committee intends to take the results of the vote on this proposal into account in its future decisions regarding the compensation of our named executive officers. Our compensation program is designed to deliver shareholder value by attracting, motivating and retaining our named executive officers, who are critical to our success, by offering a combination of base salary, as well as annual and long-term incentives that are closely aligned to the annual and long-term performance objectives of the Corporation. Please see “Compensation Discussion and Analysis” beginning on page 19 for additional information about our executive compensation programs. We are committed to providing a strong pay for performance link, and as such, we allocate a significant portion of total compensation to performance-based elements. We believe that our compensation structure, which includes absolute and relative performance-based compensation elements, as well as the promotion of meaningful stock ownership through holding requirements and equity grant retention guidelines, promote sound management practices. The Board of Directors values the opportunity to receive input from our shareholders on important matters such as the compensation of the Corporation’s executive officers. We appreciate our shareholders’ past support and approval of compensation programs. Our longstanding compensation principles of supporting the business strategy, paying for performance, providing competitive compensation and aligning with shareholder interests remain unchanged. For these reasons, the Board recommends that shareholders vote in favor of the following resolution: RESOLVED, that the compensation of Washington Trust’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion, be approved. Recommendation: The Board of Directors unanimously recommends that shareholders vote “FOR” this proposal.

  105. Director Compensation Table

    | Other Information |