UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
September 19, 2013
WASHINGTON TRUST BANCORP, INC.
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(Exact Name of Registrant as Specified in Charter)
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Rhode Island
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001-32991
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05-0404671
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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23 Broad Street, Westerly, Rhode Island 02891
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (401) 348-1200
Former name or address, if changed from last report: N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 19, 2013, Edward O. Handy, III was appointed President and Chief Operating Officer of Washington Trust Bancorp, Inc. (the “Corporation") and The Washington Trust Company (the “Bank”). Mr. Handy will assume his new position at the end of November 2013.
Mr. Handy, 52, joins Washington Trust from RBS Citizens, N.A., where he served as President of Citizens Bank, Rhode Island since 2009 and President of Citizens Bank, Connecticut since 2010. He served as Executive Vice President, Head of Commercial Real Estate for Citizens Financial Group from 2007 to 2009.
Under the terms of his at-will employment arrangement, Mr. Handy will receive an annual salary of $385,000 (payable on a bi-weekly basis) or such higher amount as may be determined from time to time by the Compensation Committee of the Corporation's Board of Directors (the "Compensation Committee"). Beginning in 2014, Mr. Handy will be eligible for incentive compensation under the Annual Performance Plan, with a target bonus payment of 40% of salary. Mr. Handy will be eligible for equity grants in such number, at such times and on such other terms as may be approved by the Compensation Committee, in its sole discretion. He will be eligible to participate in any and all employee benefit plans generally available to other newly hired officers of the Bank. He will also be eligible for perquisites generally provided to other executive officers.
The Corporation has agreed to enter into a Change in Control Agreement with Mr. Handy that would provide him with two years of salary; bonus payment (based on the average bonus paid within the previous three years); and medical and dental benefit continuation in the event of termination of employment under certain circumstances in connection with a Change-in Control (as defined in the agreement) of the Corporation or the Bank. Notwithstanding the preceding sentence, if the aggregate payments and benefits to be made to Mr. Handy (the "Severance Payments") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code (the "Code") and therefore, result in excise tax under Section 4999, then the Severance Payments will be reduced to the extent necessary so that the Severance Payments do not exceed the total amount of payments permissible under Section 280G of the Code.
Mr. Handy also will receive a one-time hiring bonus of $100,000 to be paid in January 2014. Upon his first date of employment, he will be granted 3,500 Restricted Stock Units of the Corporation, which will become vested upon the 5-year anniversary of his first date of employment.
The terms of his at-will employment arrangement are outlined in the employment offer letter, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 8.01 Other Events.
On September 20, 2013, the Corporation issued a press release announcing Mr. Handy's appointment as President and Chief Operating Officer of the Corporation and the Bank. Joseph J. MarcAurele will continue to serve as Chairman and Chief Executive Officer of the Corporation and the Bank.
Item 9.01 Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit No.
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Exhibit
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10.1
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Edward O. Handy, III Employment Offer Letter
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99.1
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Press release dated September 20, 2013
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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WASHINGTON TRUST BANCORP, INC.
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Date: September 25, 2013
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By:
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/s/ David V. Devault
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David V. Devault
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Vice Chairman, Secretary and Chief Financial Officer
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Exhibit 10.1
September 19, 2013
Mr. Edward O. Handy, III
10 Fox Run
East Greenwich, RI 02818
Dear Ned,
I am very pleased to offer you a key executive position on the Washington Trust management team. This letter will confirm the terms of our employment offer.
I. Title, Position and Salary
Upon hire, you will be named President and Chief Operating Officer of The Washington Trust Company and of Washington Trust Bancorp, Inc. You will be responsible for managing Commercial Lending, Retail Lending, Retail Banking, Marketing, and Technology.
The salary will be $7,403.85 per week (paid on a biweekly basis), which is the annual equivalent of $385,000. You will be eligible for a salary review on January 1, 2015.
II. One-Time Signing Bonus and Equity Grant
In recognition that you are forfeiting bonus and equity compensation with your current employer to join Washington Trust, we have agreed to provide a one-time signing bonus of $100,000 to be paid at the end of January 2014.
On your first date of employment, you will be granted 3,500 Restricted Stock Units of Washington Trust Bancorp, Inc. You will be eligible for dividend equivalents payable in the same manner and at the same time as dividends paid to our shareholders. This grant will become vested on the five year anniversary of your first date of employment.
III. Incentive Compensation
You will be eligible to participate in the Annual Performance Plan beginning in 2014 (payable in early 2015). Your target bonus payment will be 40% of your eligible plan compensation. Plan payments are based on corporate performance (return on equity, net income, and earnings per share) and an assessment of your individual performance. The allocations to corporate and individual performance are 70% and 30%, respectively.
IV. Equity Compensation
You will be eligible for equity grants in such number, at such times, and on such terms as may be approved by the Compensation Committee of the Board of Directors, in its sole discretion. Generally, these grants occur annually with a target value similar to your cash bonus opportunity, further modified for your individual performance. Grants may be subject to time-based or performance-based vesting, or a combination thereof, at the discretion of the Compensation Committee.
V. Welfare Benefits
You will be eligible for benefits under The Washington Trust Company Welfare Benefit Plan on the first day of the month following or coinciding with your first date of employment. This comprehensive benefit plan features medical, dental, life and long-term disability insurance, as well as medical reimbursement and dependent care reimbursement accounts.
VI. Retirement Plans
You will be eligible to participate in The Washington Trust Company 401(k) Plan effective on the first day of the quarter following or coinciding with your three-month anniversary. Under this Plan, you may contribute up to 25% of salary earnings, subject to an IRS dollar limit ($17,500 in 2013). The Plan also allows for catch-up contributions for participants who are age 50 or older ($5,500 in 2013). If you defer at least 5% of salary earnings, the Bank will make a matching contribution of 3%. In addition, you are eligible for a non-elective employer contribution of 4% of salary earnings, regardless of whether you choose to contribute to the Plan.
You are also eligible to participate in The Washington Trust Company Nonqualified Deferred Compensation Plan (“Nonqualified Plan”). This “401(k) mirror plan” accomplishes the following goals:
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Compensation Deferral
: Allows you to defer up to 25% of salary and 100% of bonus to provide supplemental retirement and tax benefits.
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Restoration of Benefits Lost due to Qualified Plan Limits
: Provides for payments of certain amounts that would have been contributed by the Bank under the 401(k) Plan (“excess employer contributions”), but for the deferral under the Nonqualified Plan and/or IRS limitations on annual compensation under qualified plans. Excess employer contributions would include matching contributions as well as the 4% non-elective contribution.
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Employee and employer contributions to the Nonqualified Plan are credited with earnings/losses based on your selection of investment measurement options (publicly-traded mutual funds). Plan balances are protected under a rabbi trust agreement.
Employer contributions under both the qualified 401(k) Plan and the Nonqualified Plan will become vested after two years of service.
VII. Change in Control Agreement
You will enter into a Change in Control Agreement that, upon a change in control event, will provide two years of salary; bonus payment (based on the average bonus paid within the previous three years); and medical and dental benefit continuation. Benefits may be reduced to ensure that they do not exceed Section 280G limits, and therefore result in excise tax under Section 4999.
VIII. Miscellaneous
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You will accrue four weeks of vacation per calendar year beginning in 2014.
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You will be granted a car allowance of $500 per month that includes mileage. This payment is reported as income and subject to applicable taxes. In determining your taxable income, we may deduct actual business miles at the standard mileage rate.
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You will be reimbursed up to $8,000 annually for social club membership for the purpose of meeting with clients. This reimbursement is reported as income and subject to applicable taxes.
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This offer of employment is subject to the successful completion of a criminal background check. While we hope that your employment relationship with the Bank will be rewarding and long-term, we recognize that either party is free to terminate this relationship at will in the future.
I am pleased to make this offer to you and look forward to welcoming you aboard. Please confirm your acceptance in writing by signing below and returning this letter to my attention. Please feel free to call me if you have any questions. Welcome to Washington Trust!
Sincerely,
/s/ Kristen L. DiSanto
Kristen L. DiSanto
Executive Vice President
Human Resources
I accept the terms of the above offer and agree to start my employment on November 18, 2013. I represent that I am not a party to any other agreement, including a non-solicitation, non-competition, or assignment agreement that might interfere with my full compliance with the terms and conditions of my employment with The Washington Trust Company or any of its subsidiaries.
/s/ Edward O. Handy, III 9/20/2013
Edward O. Handy, III Date
Exhibit 99.1
[Omitted Graphic]
NASDAQ: WASH
Citizens President Edward "Ned" Handy Joins Washington Trust
Company Release - 09/20/2013 10:39
RI's Largest Bank Announces Key Executive Changes
WESTERLY, R.I.--(BUSINESS WIRE)-- The Board of Directors of
Washington Trust Bancorp, Inc.,
(NASDAQ Global Select®; symbol: WASH), the publicly-owned holding company
of The Washington Trust Company, toda
y announced key executive changes with the appointment of Edward “Ned” O. Handy, III as President and Chief Operating Officer and David V. Devault as Vice Chairman, Secretary and Chief Financial Officer. Joseph J. MarcAurele will continue to serve as the Corporation’s Chairman and Chief Executive Officer.
Handy joins Washington Trust from Citizens Bank, where he served as President, Citizens Bank, Rhode Island since 2009 and President Citizens Bank, Connecticut, since 2010, both divisions of RBS Citizens, N.A. He will assume his new position in late November 2013.
"Ned is well known within the industry and brings a wealth of regional banking experience to Washington Trust," stated Joseph J. MarcAurele, Washington Trust Chairman, President, and CEO. Adding, "As a Rhode Island native, Ned is an active community leader and is dedicated to the same principles that have made Washington Trust one of the premier banks in the nation for more than 213 years."
Handy began his banking career as a commercial banker with Fleet National Bank. Over the past 27 years, he has held various positions of increasing authority including serving as President and CEO of Citizens subsidiary Charter One Bank of Ohio and as head of Citizens national commercial real estate finance division. Additionally, he served as a member of Citizens’ Executive Leadership Group.
A Brown University graduate, Handy serves on numerous Rhode Island boards including Rhode Island Foundation, Crossroads Rhode Island, Delta Dental of Rhode Island, Rhode Island Hospital Foundation, Providence Foundation, Greater Providence Chamber of Commerce, and Downtown Providence Parks Conservancy. He also serves as a member of the Providence College Presidents Council, Salve Regina University Presidents Council, and the Rhode Island Commodores. Handy and his family are residents of East Greenwich, RI.
In addition to Handy’s appointment, the Corporation announced that David V. Devault of Westerly, RI, has been promoted to Vice Chairman, Secretary and Chief Financial Officer. MarcAurele stated “David has been instrumental in the Corporation’s successful growth during his 27-year tenure, and will continue to be a valuable part of our leadership team.”
Devault oversees the Corporation’s financial affairs, governance matters, and investment community relations. He is also responsible for managing various operational areas within the organization.
A University of Massachusetts graduate, Devault served with the public accounting firm of KPMG in Providence from 1976 to 1986 when he joined Washington Trust. Over the years, he has held various leadership positions, most recently serving as Senior Executive Vice President, Secretary and Chief Financial Officer. Devault currently serves as a director of the Ocean Community YMCA. He previously served as Chair of the Rhode Island State Alliance of YMCA's, Chairperson of the Providence Chapter of Financial Executives International, and Chairperson and Chief Volunteer Officer of the Westerly-Pawcatuck YMCA.
Washington Trust Bancorp, Inc. is the parent of The Washington Trust Company, a state-chartered bank headquartered in Westerly, Rhode Island. Founded in 1800,
Washington Trust is the oldest community bank in the nation and is the largest independent bank headquartered in Rhode Island. Washington Trust offers a full range of financial services, including commercial banking, small business banking, personal banking, and wealth management and trust services through its offices located in Rhode Island, southeastern Connecticut and eastern Massachusetts. The Corporation’s common stock trades on The NASDAQ Global Select® Stock Market under the symbol WASH. Investor information is available on the Corporation’s web site:
www.washtrust.com
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Washington Trust Bancorp, Inc.
Elizabeth B. Eckel, 401-348-1309
Senior Vice President, Marketing
ebeckel@washtrust.com