The Corporation’s equity compensation plans include the 2003 Stock Incentive Plan, the 2013 Stock Option and Incentive Plan and the 2022 Long Term Incentive Plan, which have been approved by the Corporation’s Board of Directors and shareholders. Awards are being granted only from the 2022 Long Term Incentive Plan, as there are no securities available for future grants under the 2003 Stock Incentive Plan or 2013 Stock Option and Incentive Plan.

The maximum number of shares of common stock that may be issued under the 2022 Long Term Incentive Plan is 731,474 at December 31, 2024 and is subject to adjustment in accordance with the terms of this plan. The types of permitted equity awards under the 2022 Long Term Incentive Plan include stock options (both incentive and non-qualified options), stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, cash-based awards, and dividend equivalent rights.

As of December 31, 2024, a total of 1,091,406 common stock shares were reserved for issuance under the 2003 Stock Incentive Plan, 2013 Stock Option and Incentive Plan and 2022 Long Term Incentive Plan.

The following table presents share-based compensation expense and the related income tax benefits recognized in the Consolidated Statements of Income (Loss) for stock options, restricted stock units and performance share units:


(Dollars in thousands)
Years ended December 31,	2024	2023	2022
Share-based compensation expense	$2,473	$2,064	$3,247
Related income tax benefits (1)	$441	$492	$857

(1)Includes $183 thousand and $34 thousand, respectively, of excess tax expense recognized upon the settlement of share-based compensation awards in 2024 and 2023, compared to $78 thousand of excess tax benefits in 2022.

As of December 31, 2024, there was $4.1 million of total unrecognized compensation cost related to share-based compensation arrangements, including stock options, restricted stock units and performance share units granted under the Plans. That cost is expected to be recognized over a weighted average period of 2.1 years.

The exercise price of each stock option may not be less than the fair market value of the Bancorp’s common stock on the date of grant, and options shall have a term of no more than ten years. Stock options are designated as either non-qualified or incentive stock options. For the years ended 2024, 2023 and 2022, all stock options granted by the Corporation were designated as non-qualified stock options.

Washington Trust uses historical data to estimate stock option exercise and employee departure behavior in the option-pricing model. The expected term of options granted was derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding. Expected volatility was based on historical volatility of Washington Trust shares. The risk-free rate for periods within the contractual life of the stock option was based on the U.S. Treasury yield curve in effect at the date of grant.

The following presents the assumptions used in determining the grant date fair value of the stock option awards granted to certain key employees:


	2024		2023		2022
Options granted	64,050		49,000		57,700
Cliff vesting period (years)	3		3		3
Expected term (years)	7		6.5		6.5
Expected dividend yield	4.99	%	4.38	%	3.90	%
Weighted average expected volatility	35.63	%	33.15	%	31.67	%
Weighted average risk-free interest rate	4.50	%	4.85	%	4.15	%
Weighted average grant-date fair value	$7.89		$6.71		$12.01

The following table presents a summary of stock options outstanding as of and for the year ended December 31, 2024:


	Number of Stock Options	Weighted Average Exercise Price	Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (000’s)
Options outstanding at beginning of period	409,857	$44.52
Granted	64,050	31.83
Exercised	(10,200)	32.23
Forfeited or expired	(31,487)	45.74
Options outstanding at end of period	432,220	$42.84	6.08	$206
Options exercisable at end of period	271,270	$47.25	4.37	$—

The total intrinsic value is the amount by which the fair value of the underlying stock exceeds the exercise price of an option on the exercise date.

The following table presents additional information concerning options outstanding and options exercisable at December 31, 2024:


	Options Outstanding			Options Exercisable
Exercise Price Ranges	Number of Shares	Weighted Average Remaining Life (Years)	Weighted Average Exercise Price	Number of Shares	Weighted Average Exercise Price

$20.01 to $30.00	47,100	8.80	$26.42	—	$—
$30.01 to $40.00	136,339	7.17	32.67	72,289	33.42
$40.01 to $50.00	122,594	5.45	47.34	72,794	46.54
$50.01 to $60.00	126,187	4.50	55.59	126,187	55.59




Total	432,220	6.08	$42.84	271,270	$47.25

The total intrinsic value of stock options exercised in 2024 was $56 thousand. There were no stock options exercised in 2023. The total intrinsic value of stock options exercised in 2022 was $142 thousand.

In 2024, 2023 and 2022, the Corporation granted to directors and certain key employees 74,751, 30,862 and 21,467 restricted stock units, respectively, with 3-year cliff vesting.

The following table presents a summary of restricted stock units as of and for the year ended December 31, 2024:


	Number of Shares	Weighted Average Grant Date Fair Value
Beginning of period	68,174	$42.21
Granted	74,751	26.61
Vested	(24,008)	48.04
Forfeited	(10,327)	33.81
End of period	108,590	$30.98

The Corporation granted performance share units to certain key employees providing the opportunity to earn shares of common stock over a 3-year performance period. The number of shares to be vested will be contingent upon the Corporation’s attainment of certain performance measures as detailed in the performance share unit award agreements.


		Grant Date Fair Value per Share	Weighted Average Current Performance Assumption	Expected Number of Shares
Performance share units awarded in:	2024	$24.70	100%	39,053
	2023	47.35	97%	37,848
	2022	59.31	79%	19,192


Total				96,093

The following table presents a summary of performance share units as of and for the year ended December 31, 2024:


	Number of Shares	Weighted Average Grant Date Fair Value
Beginning of period	97,272	$50.40
Granted	44,650	24.70
Vested	(23,434)	46.77
Forfeited (1)	(22,395)	45.31
End of period	96,093	$40.53

(1)The number of forfeited shares also includes adjustments made to performance measure estimates on outstanding awards that have not yet vested.