Form DEF 14A WEBSTER FINANCIAL CORP For: Mar 25

You are cordially invited to attend the Webster Financial Corporation (“Webster”) Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Thursday, April 28, 2022 at 4:00 p.m., Eastern Time. The Annual Meeting will be held virtually via the Internet for the safety of our directors, colleagues and shareholders in light of the continued uncertainty and ongoing concerns relating to the COVID-19 pandemic. We also believe that a virtual meeting allows us to facilitate participation for more shareholders, regardless of their geographic location, and gives us another opportunity to reduce our environmental impacts.

You will be able to participate in the virtual Annual Meeting, vote your shares electronically, and submit live questions by visiting www.virtualshareholdermeeting.com/WBS2022. At the Annual Meeting, you will be asked: (i) to elect fifteen directors to serve for one-year terms; (ii) to approve, on a non-binding, advisory basis, the compensation of the named executive officers of Webster; (iii) to ratify the appointment of KPMG LLP as the independent registered public accounting firm of Webster for the year ending December 31, 2022; and (iv) to transact any other business that properly comes before the Annual Meeting or any adjournments of the meeting.

We encourage you to read the accompanying Proxy Statement, which provides information regarding Webster and the matters to be voted on at the Annual Meeting. Also enclosed is our 2021 Annual Report.

It is important that your shares be represented at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, you may vote your common shares via a toll-free telephone number or on the Internet or you may complete, date, sign and return the enclosed proxy card in the enclosed postage-paid envelope. If you attend the meeting and prefer to vote during the meeting, you may do so. Shareholders who attend the Annual Meeting by following the instructions in this Proxy Statement will be considered to be attending the meeting “in person”.

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders (the “Annual Meeting”) of Webster Financial Corporation (“Webster”) will be held on Thursday, April 28, 2022 at 4:00 p.m., Eastern Time, in a virtual-only format via the Internet, for the following purposes:

The Board of Directors has fixed the close of business on March 3, 2022 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting. Only shareholders of record at the close of business on that date will be entitled to notice of and to vote at the Annual Meeting or any adjournments thereof.

In light of the continued uncertainty and ongoing concerns relating to the COVID-19 pandemic, for the safety of our directors, colleagues and shareholders, we have determined that the Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. If you plan to attend the virtual meeting, please see “Information About the Annual Meeting” on page 2. Shareholders will be able to attend, vote and submit questions from any location via the Internet. Shareholders who attend the Annual Meeting by following the instructions in this Proxy Statement will be considered to be attending the meeting “in person.”

This Proxy Statement (this “Proxy Statement”) is being furnished to the shareholders of Webster Financial Corporation, a Delaware corporation (“Webster” or the “Company” or the “Corporation”), as part of the solicitation of proxies by its Board of Directors (the “Board of Directors” or the “Board”) from holders of its outstanding shares of Common Stock, par value $.01 per share (“Common Stock”), for use at the Annual Meeting of Shareholders of Webster to be held on Thursday, April 28, 2022 at 4:00 p.m., Eastern Time, in a virtual-only format via the Internet (the “Annual Meeting”) and at any adjournments thereof. This Proxy Statement, together with the enclosed proxy card, is being mailed to shareholders of Webster on or about March 25, 2022.

The Annual Meeting has been called for the following purposes:

If you vote using the enclosed proxy card, your shares will be voted in accordance with the instructions indicated. Executed but unmarked proxies will be voted:

Except for procedural matters incident to the conduct of the Annual Meeting, the Board of Directors does not know of any matters other than those described in the Notice of Annual Meeting that are to come before the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons named in the proxy will vote the shares represented by such proxy on such matters as determined by a majority of the Board of Directors. The proxies confer discretionary authority to vote on any matter of which Webster did not have notice at least 30 days prior to the date of the Annual Meeting.

The presence of a shareholder at the Annual Meeting will not automatically revoke that shareholder’s proxy. A shareholder may, however, revoke a proxy at any time before it is voted: (i) by delivering either a written notice of revocation of the proxy or a duly executed proxy bearing a later date to James P. Blose, Esq., Corporate Secretary, Webster Financial Corporation, 200 Elm Street, Stamford, Connecticut 06902; (ii) by re-voting by telephone or on the Internet; or (iii) by attending the Annual Meeting and voting in person. Shareholders who attend the Annual Meeting by following the instructions below will be considered to be attending the meeting “in person.” The cost of soliciting proxies for the Annual Meeting will be borne by Webster. In addition to use of the mail, proxies may be solicited personally or by telephone or telecopy by directors, officers and employees, who will not be specially compensated for such activities. Webster also will request persons, firms and companies holding shares in their names or in the name of their nominees, which are beneficially owned by others, to send proxy materials to and obtain proxies from those beneficial owners and will reimburse those holders for their reasonable expenses incurred in that connection. Webster also has retained Morrow Sodali LLC, a proxy soliciting firm, to assist in the solicitation of proxies at a fee of $8,500 plus reimbursement of certain out-of-pocket expenses.

The Annual Meeting will be held virtually via the Internet for the safety of our directors, colleagues and shareholders in light of the continued uncertainty and ongoing concerns relating to the COVID-19 pandemic. We also believe that a virtual meeting allows us to facilitate participation for more shareholders, regardless of their geographic location, and gives us another opportunity to reduce our environmental effects.

Shareholders as of the record date may attend, vote and submit questions virtually at our Annual Meeting by logging in at www.virtualshareholdermeeting.com/WBS2022. To log in, shareholders (or their authorized representatives) will need the 16-digit control number provided on their proxy card, voting instruction form or Notice.

If you are not a shareholder or do not have a control number, you may still access the meeting as a guest, but you will not be able to vote or submit questions.

During the Annual Meeting, we intend to answer questions on matters to be considered at the meeting and that are pertinent to shareholders generally, subject to time constraints. We may group and answer together questions that are substantially similar to avoid repetition. If pertinent questions are submitted that cannot be answered during the meeting due to time constraints, management will post answers to a representative set of such questions by consolidating, repetitive questions on the Corporation’s website at www.wbst.com as soon as practicable after the Annual Meeting.

If you experience any technical difficulties accessing the Annual Meeting or during the meeting, please call the toll-free number that will be available on our virtual shareholder login site (www.virtualshareholder meeting.com/WBS2022) for assistance. We will have technicians ready to assist you with any technical difficulties you may have beginning 15 minutes prior to the start of the Annual Meeting at 3:45 p.m., Eastern Time, on April 28, 2022.

Who Can Vote - The securities which can be voted at the Annual Meeting consist of shares of Common Stock of Webster with each share entitling its owner to one vote on all matters properly presented at the Annual Meeting. There is no cumulative voting of shares. The Board of Directors has fixed the close of business on March 3, 2022 as the record date for the determination of shareholders of Webster entitled to notice of and to vote at the Annual Meeting. On the record date, there were 7,717 holders of record of the 179,604,705 shares of Common Stock then outstanding and eligible to be voted at the Annual Meeting.

Voting - If your Common Stock is held by a broker, bank or other nominee (i.e., in “street name”), you should receive instructions from that person or entity that you must follow in order to have your shares of Common Stock voted. If you hold your Common Stock in your own name and not through a broker or another nominee, you may vote your shares of Common Stock:

Whichever of these methods you select to transmit your instructions, the proxy holders will vote your Common Stock in accordance with your instructions. If you give a proxy without specific voting instructions, your proxy will be voted by the proxy holders as recommended by the Board of Directors.

Quorum and Vote Requirements - The presence, in person or by proxy, of at least one-third of the total number of outstanding shares of Common Stock entitled to vote at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting. Assuming the presence of a quorum at the Annual Meeting, directors will be elected by a majority of the votes cast by shares present in person or represented by proxy and entitled to vote. The affirmative vote of the majority of the votes cast is required to approve the non-binding, advisory vote on the compensation of the named executive officers of Webster and to ratify the appointment of Webster’s independent registered public accounting firm. Shareholders’ votes will be tabulated by the person or persons appointed by the Board of Directors to act as inspectors of election for the Annual Meeting. Shareholders who attend the Annual Meeting by following the instructions in this Proxy Statement will be considered to be attending the meeting “in person.”

Broker Non-Votes and Abstentions - Under New York Stock Exchange (“NYSE”) Rule 452, which governs NYSE brokerage members, brokerage firms may not vote on non-routine matters in their discretion on behalf of their clients if such clients have not furnished voting instructions. A “broker non-vote” occurs when a broker’s customer does not provide the broker with voting instructions on non-routine matters for shares owned by the customer but held in the name of the broker. Proposal 3 concerns a routine matter and thus brokerage firms may vote, in person or by proxy, on such proposal on behalf of their clients without voting instructions. Because none of the other matters to be voted upon at the Annual Meeting are considered routine matters under Rule 452, there potentially can be broker non-votes at the Annual Meeting. Both abstentions and broker non-votes will be treated as shares present for purposes of determining the presence of a quorum at the Annual Meeting. Abstentions and broker non-votes will not be counted for purposes of determining the number of votes cast on Proposals 1 or 2 and, therefore, will have no effect on the outcome of the votes for those proposals. Abstentions will not be counted for purposes of determining the number of votes cast on Proposal 3 and, therefore, will have no effect on the outcome of the vote for that proposal.

Electronic Delivery of Proxy Materials - As a shareholder, you have the option of electing to receive future proxy materials (including annual reports) online over the Internet. This online service provides savings to Webster by eliminating printing, mailing, processing and postage costs associated with hard copy distribution and reduces our environmental impact. You may enroll for this service on the Internet after you vote your shares in accordance with the instructions for Internet voting set forth on the enclosed proxy card. You may also enroll for electronic delivery of future Webster proxy materials at any time on our website at www.wbst.com. Under “Resources,” choose “Transfer Agent” and select the “Click Here to Enroll” link. Then select the box indicating your appropriate form of share ownership and follow the instructions for electronic delivery enrollment. In the future, you will receive an email message, at the address you provided while enrolling, informing you that the Webster proxy materials are available to be viewed online on the Internet. Follow the instructions to view the materials and vote your shares. Your enrollment in electronic delivery of Webster proxy materials will remain in effect until revoked by you.

Annual Report on Form 10-K - Webster is required to file an annual report on Form 10-K for its 2021 fiscal year with the Securities and Exchange Commission (the “SEC”). Shareholders may obtain, free of charge, a copy of the Form 10-K by writing to Investor Relations, Webster Financial Corporation, 200 Elm Street, Stamford, Connecticut 06902. Our annual report on Form 10-K is available on the Company’s website, www.wbst.com.

The Board of Directors is currently composed of 15 directors. On January 31, 2022, the Board of Directors appointed Jack L. Kopnisky, Mona Aboelnaga Kanaan, John P. Cahill, James J. Landy, Maureen B. Mitchell, Richard L. O’Toole and William E. Whiston as directors in connection with the completion of Webster’s merger with Sterling Bancorp (“Sterling”). John R. Ciulla, William L. Atwell, E. Carol Hayles, Linda H. Ianieri, Laurence C. Morse, Karen R. Osar, Mark Pettie and Lauren C. States continued serving as directors following the merger with Sterling.

At the Annual Meeting, all fifteen current Webster directors have been nominated for election to serve for one-year terms. Unless otherwise specified on the proxy, it is the intention of the persons named in the proxy to vote the shares represented by each properly executed written proxy and each properly submitted telephone or Internet proxy for the election as directors of the persons named below as nominees. The Board of Directors believes that the nominees will stand for election and will serve if elected as directors. If, however, any person nominated by the Board fails to stand for election or is unable to accept election, the proxies will be voted for the election of such other person as the Board of Directors may recommend. Assuming the presence of a quorum at the Annual Meeting, directors will be elected by a majority of the votes cast by shares present in person or represented by proxy and entitled to vote at the Annual Meeting. There are no cumulative voting rights in the election of directors.

As required by Webster’s Bylaws, directors must be elected by a majority of the votes cast with respect to such director in uncontested elections (meaning the number of shares voted “for” a director must exceed the number of votes cast “against” that director). In addition, under Webster’s Bylaws, incumbent directors nominated for reelection are required, as a condition to such nomination, to submit a conditional letter of resignation. In the event an incumbent nominee for director fails to receive a majority of the votes cast at an annual meeting, the Nominating and Corporate Governance Committee will consider the resignation and make a recommendation to the Board as to whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date the election results are certified. The director who failed to receive a majority of the votes cast will not participate in the Board’s decision.

The following table sets forth the names of the Board of Directors’ nominees for election as directors, all of whom are current directors of Webster. Also set forth in the table is certain other information with respect to each such person’s age at December 31, 2021, the periods during which such person has served as a director of Webster and positions currently held with Webster and its wholly owned subsidiary, Webster Bank, National Association (“Webster Bank”).

Following the table are biographies of each of the nominees which contain information regarding each such person’s business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board of Directors to determine that such person should serve as a director as of the time of filing of this Proxy Statement. Each director brings a strong and unique background and set of skills to the Board, giving the Board as a whole competence and experience in a wide variety of areas, including corporate governance, board service, executive management, business, finance, technology and marketing. The process undertaken by the Nominating and Corporate Governance Committee in recommending qualified candidates is described beginning on page 19 under “Corporate Governance - Director Qualifications and Nominations.”

William L. Atwell is the retired Founder and Managing Director of Atwell Partners, LLC, a Darien, Connecticut based company which provided consulting services and market insights to the financial services industry, where he worked from 2012 to 2019. Mr. Atwell was President of Cigna International at Cigna Corporation from 2008 to 2012 and also served as a Senior Vice President for Cigna Healthcare from 1996 to 2000. Earlier in his career, Mr. Atwell held various senior executive positions with The Charles Schwab Corporation, including President of Individual Investor Enterprise and Schwab Bank. Mr. Atwell began his career at Citibank, where over the course of twenty-three years, he held various senior executive roles both domestically and internationally. He is the retired Chairman of the

Board of Blucora, Inc. (NASDAQ: BCOR), a provider of technology-enabled financial solutions headquartered in Irving, Texas. Currently, Mr. Atwell serves as an independent trustee of AQR Mutual Funds (AQR Capital Management LLC) and is the chair of its nominating & governance committee and a member of its audit committee. Mr. Atwell served as a trustee from 2006-2018 and is the former Chairman (2012-2015) of the Fairfield University board of trustees. Mr. Atwell is Lead Independent Director, and a member of the Compensation, Nominating and Corporate Governance and Executive Committees.

Mr. Atwell’s role as a former President of Cigna International and over 40 years of executive experience in the retail financial services industry, including banking, brokerage, healthcare and insurance, provides insight regarding Webster’s opportunities and challenges.

John P. Cahill serves as Chancellor to the Archdiocese of New York, overseeing the temporal matters of the Archdiocese of New York, a position he has held since 2019. Prior to joining the Archdiocese of New York, Mr. Cahill was Counsel at Chadbourne & Parke LLP from 2007 to 2019, during which time the firm was acquired by Rose Fulbright LLP. Earlier in his career, Mr. Cahill served in various capacities in the administration of the Governor of New York George E. Pataki including Secretary and Chief of Staff to the Governor from 2002-2006. Mr. Cahill co-founded the Pataki-Cahill Group LLC in March 2007, a strategic consulting firm focusing on the economic and policy implications of domestic energy needs, where he continues as Principal.

Mr. Cahill serves as a director of Ecoark Holdings, Inc. and serves on their Nominating and Corporate Governance Committee as Chair and on their Audit and Compensation Committees and as a Director of the National September 11^th Memorial & Museum and the World Trade Center Foundation, Inc. Mr. Cahill is a member of the Compensation and Nominating and Corporate Governance Committees.

Having a distinguished career in the public and private sectors, Mr. Cahill has extensive experience as an attorney in government and in private business and has extensive knowledge of the financial services industry and the banking community.

John R. Ciulla is President and Chief Executive Officer (“CEO”) and a director of Webster and Webster Bank. He was appointed as CEO and a director of Webster in January 2018 and served as Chairman from April 2020 to January 2022. Mr. Ciulla joined Webster in 2004 and has served in a variety of management positions at the Company, including Chief Credit Risk Officer and Senior Vice President, Commercial Banking, where he was responsible for several business units. He was promoted from Executive Vice President and Head of Middle Market Banking to lead Commercial Banking in January 2014, and to President in October 2015. Prior to joining Webster, he was managing director of The Bank of New York, where he worked from 1997 to 2004. Mr. Ciulla most recently served on the Federal Reserve Systems Federal Advisory Council as a representative of the Federal Reserve Bank of Boston. He also serves on the board of the Connecticut Business and Industry Association (“CBIA”). Mr. Ciulla is a member of the Executive Committee.

Mr. Ciulla’s position and experience as President and CEO of Webster, and his day-to-day leadership of the Company, provide him with thorough knowledge of Webster’s opportunities, challenges and operations.

E. Carol Hayles was Executive Vice President and Chief Financial Officer of CIT Group Inc. (NYSE: CIT), a financial services company headquartered in Livingston, New Jersey from November 2015 to May 2017, during which time she was responsible for overseeing all financial operations. She served as Controller and Principal Accounting Officer of CIT Group Inc. from July 2010 to November 2015 where she was responsible for managing the financial accounting and reporting functions, including SEC and regulatory reporting. Prior to CIT, Ms. Hayles spent 24 years in various finance roles at Citigroup, Inc., most recently as Deputy Controller, and began her career at PricewaterhouseCoopers LLP. Ms. Hayles currently serves on the board of Blucora, Inc. (NASDAQ: BCOR), a provider of technology-enabled financial solutions headquartered in Dallas, Texas and eBay, Inc. (NASDAQ: EBAY), a global commerce corporation based in San Jose, California. She is the Chair of the Audit Committee and a member of the Executive and Technology Committees.

Ms. Hayles’ experience as former Executive Vice President and Chief Financial Officer of a public company in the financial services industry and her strong background in finance provides the Board with strong executive and financial experience.

Linda H. Ianieri retired from PricewaterhouseCoopers LLP in 2017, where she spent almost 40 years providing audit and advisory services to a broad range of both public and private financial services companies, and she served as the firm’s Chief Auditor for Banking and Capital Markets clients. Ms. Ianieri was also elected to the firm’s Board of Partners and Principals from 2009 to 2017 where she served on several committees and was the Chair of its Risk and Quality Committee. She was a director on the Morgan Stanley Bank, N.A. board from 2017 to 2019 and served as chair of its audit committee. Ms. Ianieri is a member of the Audit and Nominating & Corporate Governance Committees.

Ms. Ianieri’s extensive experience as a Certified Public Accountant and as a former Partner with PricewaterhouseCoopers LLP provides the Board with strong financial skills and experience.

Mona Aboelnaga Kanaan is Managing Partner at K6 Investments LLC, a private investment firm founded by Ms. Aboelnaga Kanaan in 2011 that invests globally in the fnancial services, technology, consumer products and entertainment industries. Earlier in her career, Ms. Aboelnaga Kanaan was President and Chief Executive Officer of Proctor lnvestment Managers LLC (“Proctor”), a private equity firm she co-founded in 2002 which invested in traditional and alternative asset management companies. Ms. Aboelnaga Kanaan oversaw Proctor’s strategic development, acquisition program, and international distribution strategy, and then sold Proctor to National Bank of Canada in 2006 and continued as Proctor’s President and Chief Executive Officer until 2013. Currently, Ms. Aboelnaga Kanaan is the first US-based member of the board of Perpetual Limited (ASX: PPT), the Australian-based diversified global financial services company, and serves on the Investment and People Committees. With a passion for financial inclusion and innovation, Ms. Aboelnaga Kanaan also serves as a director and Audit Committee Chair of FinTech Acquisition Corp Vl (NASDAQ: FTVI), on the Board of Advisors of Ibancar, a FinTech specializing in collateralized auto lending in the countiy of Spain, and on the Advisory Board and FinTech Task Force of Dubai-based VC Fund, Global Ventures. Previously, Ms. Aboelnaga Kanaan served as a director of Siguler Guff Small Business Credit Opportunities Fund and Peridiem Global Investors (on behalf of National Australia Bank). Ms. Aboelnaga Kanaan is a Trustee of The Chapin School, the Fashion Institute of Technology of the State University of New York and International House, New York (a graduate student housing non-profit organization), and a member of the Council on Foreign Relations. She is also a Leadership Fellow of the National Association of Corporate Directors. Ms. Aboelnaga Kanaan is Chair of the Technology Committee and a member of the Executive and Risk Committees.

Ms. Aboelnaga Kanaan is an experienced Chief Executive Officer, entrepreneur, private equity investor and corporate director with over thirty years of experience in the financial services sector and over twenty-one years of experience in leadership roles. She has invested, divested and managed transformative strategic transactions in a broad range of asset classes, investment strategies, product areas and distributions channels, and brings a fresh perspective on the financial services market to the Board.

Jack L. Kopnisky was appointed Executive Chairman of Webster and Webster Bank as of January 31, 2022. Previously, Mr. Kopnisky was President and Chief Executive Officer of Sterling since 2011, and Chief Executive Officer of its principal banking subsidiary, Sterling National Bank, since January 2020. Prior to joining Sterling, Mr. Kopnisky served as Chief Executive Officer of SJB Escrow Corporation from 2009 to 2011. From 2005 to 2008, Mr. Kopnisky was President and Chief Executive Officer of First Marblehead Corporation, a provider of outsourcing services for private education lending. Prior to joining First Marblehead Corporation, Mr. Kopnisky held several top executive positions at KeyCorp as President of the Consumer Banking Group and Chief Executive Officer and President of KeyBank USA, President of Retail Banking and President and Chief Executive Officer of Key Investment.

Currently, Mr. Kopnisky serves on the boards of NYC Partnership and Grove City College, and serves as a member of the Board of Trustees of St. Thomas Aquinas College, Summer Search of NYC, Children’s Museum of Manhattan, and the Westchester County Association. Mr. Kopnisky is Chair of the Executive Committee.

Mr. Kopnisky has almost forty years of experience in the banking and financial services industry, in which he has held senior leadership positions. He provides the Board with strong leadership skills and a strategic vision for future growth.

James J. Landy served as the Chair of the Board of Directors of Hudson Valley Holding Corp. and Hudson Valley Bank from January 2015 to June 2015 and Executive Chair from 2012 to 2014. Having been employed by

Hudson Valley Bank from 1977 to 2015, Mr. Landy has served in various management and senior leadership positions, including President and Chief Executive Officer of Hudson Valley Holding Corp. from 2001 to 2012 and President and Chief Executive Officer of Hudson Valley Bank, National Association from 2001 to 2012.

Currently, Mr. Landy serves as the Chair of the Board of Directors of St. Joseph’s Hospital, Yonkers along with serving as a director for several civic, municipal, charitable and ecumenical organizations throughout the New York metropolitan area. Mr. Landy is a member of the Audit and Risk Committees.

Having over forty-four years of commercial banking and extensive executive management experience, as the former President and Chief Executive Officer of a commercial bank, Mr. Landy brings to the Board a unique perspective and understanding of the financial services industry, client products and operations.

Maureen B. Mitchell is Senior Advisor at The Boston Consulting Group, a position she has held since 2017, where she advises on issues of strategy transformation, product development and digital execution. Previously, Ms. Mitchell was President of Global Sales and Marketing and a director of GE Asset Management, Inc from 2009 to 2016, and the Global Head of Distribution at Highland Capital Management, LP from 2008 to 2009. Ms. Mitchell’s previous experience includes ten years at Bear Stearns Asset Management, where she was a Senior Managing Director and Global Head of Institutional Sales and Client Services.

Currently, Ms. Mitchell serves as a member of the Board of Trustees of Natixis/Loomis Sayles Mutual Funds, a position she has held since 2017, and serves on the Contracts and Governance Committees. Ms. Mitchell was a director of Fieldpoint Private Bank and Trust from 2017 to 2018, a director of Investment Company Institute (ICI Board of Governors) from 2015 to 2016, and a diretor of GE Asset Management, Inc. from 2009 to 2016, GE Investment Distributors, Inc. from 2014 to 2016, GE Asset Management from 2012 to 2016 and GE Asset Management Funds II PLC from 2012 to 2014. Ms. Mitchell is a member of the Audit and Technology Committees.

Ms. Mitchell is an experienced corporate board director and C-Suite executive for global companies with more than thirty years of experience in the financial services sector. She has broad experience in the areas of banking, asset management, insurance and private equity with a strong history of driving growth and transforming organizations through the lens of strategic vision.

Laurence C. Morse is the Managing Partner of Fairview Capital Partners, Inc., a West Hartford, Connecticut based investment management firm established in 1994 that oversees venture capital funds, some of which invest capital in venture capital partnerships and similar investment vehicles that provide capital primarily to minority-controlled companies. Mr. Morse is a former director of the Institute of International Education, a member of the Board of Trustees of Harris Associates Investment Trust (which oversees the Oakmark Family of Mutual Funds), currently Chair of the Board of Trustees of Howard University, and is a former director of Princeton University Investment Company, a former Trustee of Princeton University and a former director and chairman of the National Association of Investment Companies, a private, not-for-profit trade association that represents 52 private equity and specialty finance investment firms. Mr. Morse is Chair of the Compensation Committee and a member of the Nominating and Corporate Governance and Executive Committees.

Mr. Morse’s entire career has been spent in the investment management field, including as the co- founder and Managing Partner of an investment management firm, which provides the Board with extensive knowledge of the capital markets and accounting issues. His experience has made him adept at performing rigorous risk assessments of managers and management teams, and assessing new technologies, products and services, business strategies, markets and industries.

Karen R. Osar was Executive Vice President and Chief Financial Officer of Chemtura Corporation (NYSE: CHMT), a specialty chemicals company headquartered in Middlebury, Connecticut from 2004 until her retirement in March 2007. From 1999 to April 2003, Ms. Osar served as Senior Vice President and Chief Financial Officer of Westvaco Corporation and Mead Westvaco Corporation. She is a former director and audit committee member of Innophos Holdings, Inc. (NASDAQ: IPHS), a publicly held specialty chemicals company headquartered in Cranbury, New Jersey, a former director and audit committee member of Sappi Limited (JSE: SAP), a publicly held company and one of the largest global producers of coated paper and chemical cellulose, headquartered in Johannesburg, South Africa, and from 1999 through 2006 she served as a director and audit and finance committee chair of Allergan, Inc., a publicly held multi-specialty health care company focused on developing and commercializing pharmaceuticals. Ms. Osar is a member of the Compensation and Risk Committees.

Ms. Osar’s experience as the former Chief Financial Officer of a public company, her previous corporate finance experience at JPMorgan Chase & Company, and her service as Chair of the Audit Committee for Webster and as the former chair of the audit committee of another public company, provides the Board with strong corporate finance and accounting experience. Her board committee service also provides corporate governance and executive compensation expertise.

Richard L. O’Toole is Executive Vice President of The Related Companies, a position he has held since 2008, where he supports leadership in driving extraordinary growth through development and management of residential and commercial projects across the country. Mr. O’Toole is responsible for tax structuring and origination of new business opportunities. Prior to joining The Related Companies, Mr. O’Toole was a Partner in the Tax Department with Paul Hastings Janofsky & Walker from 2000 to 2005.

Mr. O’Toole has served on the board of Equinox Holding Inc, a privately held company, since 2016 where he also serves on the Compensation Committee, and on the board of Motivate, the operator of Citi Bike, a privately held company, since 2015 where he also serves on the Compensation Committee. Previously, Mr. O’Toole served on the board of Ladder Capital Corp (NYSE: LADR) from 2017 to 2019. Mr. O’Toole was the Chair of the Board of Directors of Sterling and Sterling National Bank, a position he held since 2017. Mr. O’Toole serves as Chair of the Nominating and Corporate Governance Committee and is a member of the Executive and Compensation Committees.

Mr. O’Toole has over thirty-eight years of legal and merger and acquisition experience and expertise in real estate and tax matters. He has strong leadership skills and corporate governance oversight experience.

Mark Pettie is President of Blackthorne Associates, LLC, a Woodcliff Lake, New Jersey based company which provides consulting services to firms investing in a wide range of consumer-oriented businesses. Mr. Pettie served as Chairman and Chief Executive Officer of Prestige Brands Holdings, Inc. (NYSE: PBH), a publicly held company headquartered in Irvington, New York which developed, sold, distributed and marketed over-the-counter drugs, household cleaning products and personal care items, from January 2007 until September 2009. He was President of the Dairy Foods Group with ConAgra from 2005 to 2006. From 1981 to 2004, Mr. Pettie held various positions of increasing responsibility in general management, marketing and finance at Kraft Foods and was named Executive Vice President and General Manager of Kraft Foods’ Coffee Division in 2002. He is Chair of the Risk Committee and a member of the Technology and Executive Committees.

Mr. Pettie’s experience as the former Chief Executive Officer and Chairman of a public company brings strong executive experience to the Board, along with his expertise in finance and marketing. He also has extensive business and corporate governance experience as a director for both public and private companies.

Lauren C. States retired in 2014 from the IBM Corporation (NYSE: IBM), an American multinational technology company headquartered in in Armonk, New York, after a career of more than thirty-six years. Ms. States served as Vice President, Strategy and Transformation for IBM’s Software Group and was a member of the Growth and Transformation senior leadership team. From 2008 to 2013, she was a leader in the company’s transformation to cloud computing and served as Chief Technology Officer in the corporate strategy function. Over her career, she has served in a broad variety of roles including technology, strategy, transformation, sales and talent development. She is a director of Clean Harbors, Inc. (NYSE: CLH), an environmental, energy and industrial services company headquartered in Norwell, Massachusetts, and a director of Diebold Nixdorf, Inc. (NYSE: DBD), a global financial and retail technology company, headquartered in Hudson, Ohio. Ms. States serves on the board of NetBase Quid, Santa Clara, California (a marketing research company). In addition, Ms. States serves as a director for Code Nation (a technology non-profit organization), and as a trustee for International House, New York (a graduate student housing non-profit organization). She is also a director for the New England Science & Sailing Foundation, Stonington, Connecticut (a non-profit that provides STEM-based education programs). Ms. States holds the Cyber for Executives certification from the National Cybersecurity Center as well as a CERT Certificate in Cybersecurity Oversight, issued by NACD and Carnegie Mellon University. Ms. States is a member of the Risk and Technology Committees.

Ms. States’ experience as a former Chief Technology Officer at a public company, and her broad background in technology, strategy and transformation, provides the Board with strong executive and technology experience.

William Whiston is the Chief Financial Officer for the Archdiocese of New York, a religious not-for-profit organization based in New York City, a position that he has held since January 2002. Prior to joining the Archdiocese

of New York, Mr. Whiston served as an Executive Vice President and Member of Allied Irish Bank from 1972 to 2002. In his years at Allied Irish Bank, Mr. Whiston handled many key functions, including Head of Acquisitions and Brand Development, Head of e-Commerce and Information Technology, Head of Church and non-for-profit Financial Consulting Services and Head of Operations.

Currently, Mr. Whiston serves as a Trustee of St. Patrick’s Cathedral, St. Patrick’s Landmark Foundation and St. Joseph’s Seminary. Mr. Whiston is a member of Provident Healthcare, the member of Archcare, the healthcare arm of the Archdiocese of New York. He serves on the boards of Mutual of America Investment Corporation and Mutual of America Variable Life Insurance Portfolios, Inc., a position he has held since 2011, where he also serves on the Audit Committee of both. Mr. Whiston is a member of the Audit and Risk Committees.

Mr. Whiston has over forty-four years of business experience in the areas of finance, financial services and e-commerce. Being a former bank executive, he has experience in a wide range of roles and provides the Board of Directors with a unique perspective on business management matters.

The Board of Directors recommends that shareholders vote FOR the election of all of its director nominees.

The business and affairs of Webster are managed under the direction of the Board. Members of the Board are kept informed of Webster’s business through discussions with the Executive Chairman of the Board, President and CEO and Webster’s executive officers, by reviewing materials provided to them and by participating in meetings and strategic planning sessions of the Board and its committees. The Board is also kept apprised by the Executive Chairman of the Board, President and CEO and management of continuing educational programs on corporate governance and fiduciary duties and responsibilities. In addition, new directors of Webster participate in an orientation program, which is designed to familiarize them with Webster’s business and operations and with their duties as directors under applicable laws and regulations. Each member of the Board also serves as a director of Webster Bank.

Webster believes in the importance of sound and effective corporate governance. Over the years, Webster has forged an explicit link between its corporate culture and corporate governance by identifying its core values, communicating them and living them every day. With uncompromising commitment to its core principles, Webster continues to add value for its customers, shareholders, employees and the communities it serves. The Board has adopted corporate governance practices and policies which the Board and senior management believe promote this philosophy. Certain of such practices and policies are listed in the chart below and certain of those listed are discussed in greater detail elsewhere in this Proxy Statement.

Sustainability and commitment to community have been intrinsic to Webster since its founding in 1935. Through the years that followed, Webster grew, reaching $1 million in assets by 1938. We were the first bank to offer GI and FHA loans in Connecticut. Today, we are a leading SBA lender to small businesses, women, and minority businesses. We continued to grow over the ensuing decades, and our geographic footprint to include Massachusetts, Rhode Island, New York, and Wisconsin. Following our merger with Sterling in early 2022, we have more than $60 billion in assets and remain headquartered in Connecticut.

Webster has been recognized for its commitment to excellence. In 2020, we were recognized as one of the most reputable banks in the U.S., as well as for our progress in security technology, corporate reputation, serving our customers and community citizenship efforts. In addition, Forbes listed Webster as one of “America’s Best Banks.” In 2021, Webster maintained an “Outstanding” rating for its Community Reinvestment Act (CRA) performance and was the Top Small Business Administration (SBA) lender in New England (by dollar volume).

Webster’s 2021 “Environmental, Social and Governance Report” summarizes many of the ways Webster strives to be a good corporate citizen by conducting business in an environmentally responsible manner, being a caring neighbor and employer, and being as transparent as possible in its governance. Our ESG Report may be found on our website at https://public.websteronline.com/about/environmental-social-governance.

With ongoing support for renewable energy and energy-efficient solutions, our efforts to protect the environment while reducing expenses resulted in a winning combination for our customers, employees, shareholders and communities.

In 2021, Webster Bank created or maintained commitments for approximately $360 million in loans for renewable energy and energy-efficient components, nearly double the level of lending in 2020.

Webster supports a wide range of registered non-profit agencies that serve low-to moderate-income individuals, families and communities throughout our footprint. Webster works with organizations that address hunger and homelessness, equity and economic inclusion, financial empowerment and developing self-reliance with a focus on human services.

Webster also fosters good corporate citizenship through its support of United Way, mentoring and Junior Achievement. Our values-driven, community-minded colleagues demonstrate how community service is a core Webster value.

Again in 2021, Webster invested more than $444.4 million to support local community development efforts, the majority of which were affordable housing initiatives that have been identified as a critical need across our footprint.

Webster is committed to its employees, developing talent and strong teams with an energized culture, a diverse and inclusive work environment, and employee-friendly policies. Webster’s Diversity, Equity, Inclusion and Belonging (DEIB) strategy is critical to our growth and success as a leading commercial bank. Webster’s compensation program aims to attract, retain and reward high-performing talent at all levels through a pay-for-performance philosophy.

Webster fosters transparent governance policies. Webster seeks to have a Board of Directors with diverse experience in business and in areas relevant to Webster. Webster has six female directors and two African American directors. Webster’s Board has regular executive sessions of the independent directors, at which the lead independent director presides.

The security of Webster’s customers’ private information is one of Webster’s key priorities. Webster expects employees and each relevant supplier to be responsible for the security and confidentiality of client information. Training is required at the time of hire and during each year of employment.

Webster takes a comprehensive approach to risk management with a defined enterprise risk management framework providing a structured approach for identifying, assessing and managing risk.

Maintaining a robust control environment is a critical priority at Webster, as it helps ensure that we are in compliance with applicable laws, regulations and policies.

Webster regularly engages with shareholders and stakeholders, including its regulators.

Our Board continues to oversee our ESG efforts, with the primary responsibility for coordination of that oversight to the Nominating and Corporate Governance Committee. Our management-level ESG Committee is comprised of senior executives across the Company, who meet quarterly and the ESG Committee reports to the Nominating and Corporate Governance Committee.

Webster is committed to a Board leadership structure that provides for objective and independent Board leadership and oversight of management. Prior to the merger with Sterling, our Board leadership consisted of Mr. Ciulla, our President and CEO, as Chairman of the Board and Mr. Atwell as Lead Independent Director.

Effective January 31, 2022, Webster completed its merger with Sterling. At that time, Mr. Kopnisky became Executive Chairman of the Board, with Mr. Ciulla continuing to serve as President and CEO and Mr. Atwell continuing to serve as Lead Independent Director.

The Board has determined that Mr. Kopnisky as Executive Chairman, Mr. Ciulla as President and CEO and Mr. Atwell as Lead Independent Director is the best leadership structure for the Company at this time, based on present needs and circumstances. This structure will, among other things, allow for Mr. Kopnisky to preside at meetings of the Company’s shareholders and the Board and, in conjunction with Mr. Ciulla, to set the overall strategy and tone for the Company, while Mr. Ciulla focuses on the Company’s operations and strategic priorities and Mr. Atwell provides additional and independent leadership for the Board, including presiding over executive sessions of independent directors and other clearly defined duties and responsibilities.

Our Board appointed Mr. Kopnisky to serve as Executive Chairman of the Board based on his leadership qualities, management capability and knowledge of the business and industry, including as a result of his tenure as President and CEO of Sterling and its predecessor since 2011. The independent directors continue to support Mr. Atwell’s appointment as our Lead Independent Director. They believe Mr. Atwell is a seasoned leader who possesses the characteristics and qualities critical for a Lead Independent Director. As a former President of Cigna International and with 40 years of executive experience, Mr. Atwell is respected among the directors and demonstrates high personal integrity, a breadth of knowledge in management, operations and corporate governance, a willingness to listen and to engage with substance and impact, and a readiness to challenge management. The Nominating and Corporate Governance Committee and our Board believe that Mr. Atwell’s Lead Independent Director role, tasked with duties consistent with those of an Independent Chairman, creates a strong independent voice in the boardroom and serves our shareholders’ best interests.

Our Lead Independent Director is appointed in accordance with Webster’s Corporate Governance Policy, which provides that the Board shall appoint an independent director to serve as the Lead Independent Director of the Board for a one-year term, or until a successor is appointed. The Lead Independent Director presides over the executive sessions of the independent directors and assists and advises the Executive Chairman of the Board and has other robust and well-defined duties as described below.

In connection with the completion of Webster’s merger with Sterling and in accordance with the merger agreement between Webster and Sterling, Webster’s Bylaws were amended to provide for certain governance arrangements for the combined company and the combined bank (such amendment, the “Bylaw Amendment”), effective as of the effective time of the merger (the “Effective Time”). The Bylaw Amendment provides that from and after the Effective Time and until the date of Webster’s 2024 annual meeting of stockholders (the “Expiration Date”), the number of directors that comprises the entire Board and the board of directors of Webster Bank (the “Bank Board”) will be 15 and no vacancy on the Board or Bank Board created by the cessation of service of a director will be filled by the Board or Bank Board, respectively, and the Board and Bank Board, as applicable, may not nominate any individual to fill such vacancy, unless (i) such individual would be an independent director of Webster or Webster Bank, as applicable (unless such predecessor director was not an independent director), (ii) in the case of a vacancy created by the cessation of service as a Continuing Sterling Director (as defined below), not less than a majority of the Continuing Sterling Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy, and (iii) in the case of a vacancy created by the cessation of service of a Continuing Webster Director (as defined below), not less than a majority of the Continuing Webster Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy. In addition, any appointment pursuant to clauses (ii) and (iii) of this paragraph must be made in accordance with applicable law and the rules of the New York Stock Exchange (or other national securities exchange on which Webster’s securities are listed). The terms “Continuing Sterling Directors” and “Continuing Webster Directors” mean, respectively, the directors of Sterling and Webster who were selected to be directors of Webster and Webster Bank by Sterling or Webster, as applicable, as of the Effective Time, pursuant to the merger agreement, and any directors of Webster or Webster Bank, as applicable, who are subsequently appointed or nominated and elected to fill a vacancy created by the cessation of service of any such director (or any successor thereto) pursuant to the Bylaw Amendment.

The Bylaw Amendment also provides that as of the Effective Time, Mr. Kopnisky will serve as Executive Chairman of the Board and the Bank Board, Mr. Ciulla will serve as the President and Chief Executive Officer of

Webster and Webster Bank and as a member of the Board and the Bank Board and Mr. Atwell will serve as the Lead Independent Director of the Board and the Bank Board. Effective as of the 24-month anniversary of the Effective Time or any earlier date as of which Mr. Kopnisky ceases for any reason to serve in the position of Executive Chairman (the “Chairman Succession Date”), (i) Mr. Ciulla will be the successor to Mr. Kopnisky as the Chairman of the Board and the Bank Board, and will continue as the President and Chief Executive Officer of Webster and Webster Bank, and (ii) Mr. Kopnisky will cease to serve as a member of the Board and Bank Board and will serve as a strategic consultant to Webster and Webster Bank until the 36-month anniversary of the Effective Time or until such earlier time as of which Mr. Kopnisky ceases for any reason to serve as a consultant. From the Effective Time until the Chairman Succession Date, the Lead Independent Director of the Board and the Bank Board will be an independent director chosen from among the Continuing Webster Directors. From and after the Chairman Succession Date until the Expiration Date, the Lead Independent Director of the Board and the Bank Board will be an independent director chosen from among the Continuing Sterling Directors.

Prior to the Expiration Date, any amendment to the provisions of the Bylaw Amendment implementing, and any other provision of Webster’s Bylaws or other resolution relating to, the governance arrangements described above, will require the affirmative vote of at least 75% of the full Board.

Pursuant to the NYSE listing standards, Webster is required to have a majority of “independent directors” on its Board. In addition, the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee must be composed solely of independent directors. The NYSE listing standards define specific relationships that would disqualify a director from being independent and further require that for a director to qualify as “independent,” the board of directors must affirmatively determine that the director has no material relationship with the Company.

The Board, with the assistance of the Nominating and Corporate Governance Committee, conducted an evaluation of director independence, based primarily on a review of the responses of the directors to questions regarding employment and compensation history, affiliations and family and other commercial, industrial, banking consulting, legal, accounting, charitable and legal relationships with Webster, including those relationships described under “Compensation Committee Interlocks and Insider Participation” and “Transactions with Related Persons” on page 46 of this Proxy Statement, and on discussions with the Board. As a result of this evaluation, the Board affirmatively determined that each of Messrs. Atwell, Cahill, Landy, Morse, O’Toole, Pettie, and Whiston and Mses. Aboelnaga Kanaan, Hayles, Ianieri, Mitchell, Osar and States is an “independent director” for purposes of Section 303A of the Listed Company Manual of the NYSE and applicable SEC rules and regulations. Additionally, the Board also affirmatively determined that Elizabeth E. Flynn, who resigned from the Board effective on January 31, 2022, was also an “independent director” for purposes of Section 303A of the Listed Company Manual of the NYSE and applicable SEC rules and regulations. In connection with its evaluation of director independence, the Board considered that Webster provides lending and other financial services to directors, their immediate family members, and their affiliated organizations in the ordinary course of business and without preferential terms or rates.

Mr. Ciulla is not considered independent because he is an executive officer of Webster and Webster Bank. Additionally, Mr. Kopnisky is not considered independent because he is the Executive Chairman of Webster and Webster Bank.

In keeping with Webster’s Corporate Governance Policy, in 2021 the Board held 6 meetings that were limited to independent directors. The Lead Independent Director presides over the executive sessions of independent directors.

The Board administers its risk oversight function primarily through the Risk Committee, which is described in more detail below. The Risk Committee meets frequently throughout the year and reports its findings to the full Board on an ongoing basis. In addition, the Compensation Committee and the Risk Committee review and assess risks as related to Webster’s compensation programs. Webster also has a Chief Risk Officer, Daniel H. Bley, who reports in that capacity to the Risk Committee.

During 2021, Webster continued to respond to the COVID-19 pandemic, maintaining prior initiatives to support its employees, customers, and the communities we serve. The Board of Directors focused, among other things, on the execution of the merger with Sterling and on the continuation of the strategic initiatives to drive incremental revenue and cost savings measures across the organization. In 2021, Webster held 18 meetings of its Board. As discussed above in this proxy statement, seven former directors of Sterling were appointed in 2022 in connection with the completion of the merger. Each other incumbent director attended at least 75 percent of the aggregate of (i) the total number of meetings held by the Board during the period that the individual served and (ii) the total number of meetings held by all committees of the Board on which the individual served during the period that the individual served.

The Board has established six standing committees. The standing committees are the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, the Executive Committee, the Risk Committee and the newly formed Technology Committee. With the exception of the Technology Committee,

the Board has adopted a charter for each of these committees, as well as corporate governance guidelines that address the make-up and functioning of the Board and qualification guidelines for board members (the “Corporate Governance Policy”). The Technology Committee charter will be adopted at an upcoming Board meeting. The Board has also adopted a code of business conduct and ethics (the “Code of Business Conduct”) that applies to all employees, officers and directors. Each employee, officer and director participates in an annual training session that focuses on topics covered by Webster’s Code of Business Conduct. The training reinforces Webster’s core values and Webster’s commitment to full compliance with applicable laws and regulations. You can find links to the Corporate Governance Policy and Code of Business Conduct on the Company’s website at: www.wbst.com.

You can also obtain a printed copy of any of the materials referred to above, without charge, by contacting us at the following address:

The Board has determined that all of the directors who currently serve on the Audit, Compensation, and Nominating and Corporate Governance Committees are, and all directors who served on those committees during 2021 were, “independent” for purposes of Section 303A of the Listed Company Manual of the NYSE and applicable SEC rules and regulations. In addition, all of the directors who serve on the Risk Committee are, and all directors who served on the committee during 2021, were “independent.”

The Board has appointed an Audit Committee that oversees the Company’s financial reporting process, the system of internal financial and accounting controls, the audit process, and compliance with applicable laws and regulations. The Audit Committee reviews the Company’s quarterly and annual financial statements, including management’s discussion and analysis, and regulatory examination findings. The Audit Committee recommends the appointment of an independent registered public accounting firm and is responsible for the oversight of such firm. A copy of the Audit Committee’s charter is available on the Company’s website at: www.wbst.com. During 2021, the Audit Committee held 13 meetings. The members of the Audit Committee currently are Mses. Hayles (Chair), Ianieri and Mitchell and Messrs. Landy and Whiston. Each of the members of the Audit Committee meets, and during 2021 each of the members of the Audit Committee met, the independence requirements of the rules of the NYSE and applicable rules and regulations of the SEC. The Board has determined that each of the members of the Audit Committee is financially literate and that each member qualifies as an “audit committee financial expert”, as that term is defined in Item 407(d)(5) of Regulation S-K.

The Board has appointed a Compensation Committee that oversees compensation and benefits matters at the Company. During 2021, the Compensation Committee held 6 meetings. In 2021, Compensation Committee meetings were attended by Webster’s Chairman, President and CEO, other than while his compensation and benefits were discussed. For a description of the role of Webster’s CEO in determining or recommending the amount of compensation paid to our named executive officers during 2021, see “Compensation Discussion and Analysis”. In 2022, Compensation Committee meetings may be attended by Webster’s President and CEO, other than while his respective compensation and benefits are discussed. The members of the Compensation Committee currently are Messrs. Morse (Chair), Atwell, Cahill and O’Toole, and Ms. Osar. Each of the members of the Compensation Committee meets, and during 2021 each of the members of the Compensation Committee met, the independence requirements of the rules of the NYSE, and also serves as the Compensation Committee of the Company’s subsidiary, Webster Bank. A copy of the Compensation Committee’s charter is available on the Company’s website at: www.wbst.com. The Compensation Committee may delegate to its chairperson or any other Compensation Committee member such power and authority as the Compensation Committee deems appropriate, except such powers and authorities required by law to be exercised by the whole Compensation Committee or subcommittee thereof.

Pursuant to the Compensation Committee’s charter, among other responsibilities, the Committee is charged with annually reviewing and approving annual bonus arrangements and long-term incentive compensation paid to the

CEO. The Compensation Committee reviews and makes recommendations to the Board with respect to the annual base salary, and severance and/or change in control or similar agreements/provisions, if any, for the CEO; annually determining such compensation and benefits for the Company’s executive officers other than the CEO; annually recommending to the Board the content of the annual performance evaluation for the CEO and reviewing performance evaluations for the Company’s executive officers; administering and implementing the Company’s performance based incentive plans; reviewing the talent management and succession planning processes to ensure that there is a pool of qualified candidates to fill future Company executive officer positions; and reviewing and approving on a periodic basis the Company’s employee stock ownership guidelines. The Compensation Committee also reviews and makes recommendations to the Board with respect to director compensation.

For information on the role of compensation consultants in determining or recommending the amount or form of executive or director compensation, see “Compensation Discussion and Analysis – Compensation Consultant.”

The Board has appointed an Executive Committee that has responsibility for serving as an exploratory committee for mergers and acquisitions and to serve as an ad hoc committee as needed. The Executive Committee did not meet during 2021. The current members of the Executive Committee are Messrs. Kopnisky (Chair), Atwell, Ciulla, Morse, O’Toole, Pettie, and Mses. Aboelnaga Kanaan and Hayles.

The Board has appointed a Nominating and Corporate Governance Committee that has overall responsibility for recommending corporate governance process and board operations for the Company. The Nominating and Corporate Governance Committee identifies director candidates, reviews the qualifications and experience of each person considered as a nominee for election or reelection as a director, and recommends director nominees to fill vacancies on the Board and for approval by the Board and the shareholders. A copy of the Nominating and Corporate Governance Committee’s charter is available on the Company’s website at: www.wbst.com. During 2021, the Nominating and Corporate Governance Committee held 2 meetings. The current members of the Nominating and Corporate Governance Committee are Messrs. O’Toole (Chair), Atwell, Cahill, and Morse and Ms. Ianieri. Each member of the Nominating and Corporate Governance Committee meets, and during 2021 each member of the Nominating and Corporate Governance Committee met, the independence requirements of the rules of the NYSE.

The Board has appointed a Risk Committee whose primary function is to assist the Board in fulfilling its oversight responsibilities regarding the Company’s enterprise risk management, receiving information regarding the Company’s policies, procedures and practices relating to risk, and discussing material regulatory issues, compliance matters, and emerging risks to the Company. The Risk Committee also has responsibility for overseeing management’s monitoring of security issues. During 2021, the Risk Committee held 5 meetings. The current members of the Risk Committee are Messrs. Pettie (Chair), Landy and Whiston and Mses. Aboelnaga Kanaan, Osar and States.

On January 31, 2022, the Board appointed a Technology Committee that assists the Board in fulfilling its oversight responsibilities with respect to the overall role of technology and innovation in executing the business strategy of the Company. The Committee is responsible for reviewing and approving the Technology Strategic Plan, reviewing significant technology investments and expenditures and monitoring and evaluating existing and future trends in technology and innovation that may affect the Corporation’s strategic plans, including the inherent risks related to adoption and mitigation. The current members of the Technology Committee are Mses. Aboelnaga Kanaan (Chair), Hayles, Mitchell and States and Mr. Pettie.

Each year, the Board undergoes a self-assessment process to evaluate performance of the Board and Committees. As part of the self-assessment process, the Board considers which attributes and skill sets are important to ensure optimal performance of the Board. The information learned through this process is utilized when considering outside director candidates.

The Board believes that it should be composed of directors with diverse experience in business and in areas that are relevant to the Company, and that directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of the shareholders. Directors should also have an objective perspective and practical wisdom and should be willing and able to devote the required amount of time to Webster’s business. In addition to depth and breadth of business and civic experience in leadership positions, a potential director’s ties to Webster’s markets are considered in order to ensure diversity and broad geographic and demographic representation reflective of the markets served. These attributes are embodied in Webster’s Qualification Guidelines for Board Members (the “Guidelines”). The Nominating and Corporate Governance Committee reviews and assesses the effectiveness of the Guidelines periodically.

The Board is committed to sustaining a board that achieves balance between depth of experience in the oversight of Webster and fresh approaches to oversight and strategic deliberations, particularly as Webster’s business and best practices of corporate governance evolve. At the closing of the merger with Sterling on January 31, 2022, Webster added seven new directors to its Board, each of whom previously served on the Board of Directors of Sterling. In addition to the former Sterling directors, Webster has added five new outside directors since 2014 and seven directors have retired since 2014.

When considering candidates for the Board, the Nominating and Corporate Governance Committee takes into account a number of factors in addition to the foregoing competencies, including the following:

When seeking candidates for director, the Nominating and Corporate Governance Committee may solicit suggestions from incumbent directors, management or others, including third party search firms. The Committee will review the qualifications and experience of each candidate. If the Committee believes a candidate would be a valuable addition to the Board, it will recommend to the full Board that candidate’s election.

Webster’s Bylaws permit shareholders eligible to vote at the Annual Meeting to make nominations for directors, provided such nominations are made pursuant to timely notice in writing to the Secretary of Webster. To be timely, notice must be delivered to, or mailed to and received at, the principal executive offices of Webster not less than 30 days nor more than 90 days prior to the date of the meeting, provided that at least 45 days’ notice or prior public disclosure of the date of the Annual Meeting is given or made to shareholders. If less than 45 days’ notice or prior public disclosure of the date of the Annual Meeting is given or made to shareholders, notice by the shareholder to be timely must be received by Webster not later than the close of business on the 15^th day following the day on which such notice of the date of the Annual Meeting was mailed or such public disclosure was made. Public disclosure of the date of the Annual Meeting was made by the issuance of a press release on February 18, 2022 and by filing a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) with the SEC on February 18, 2022. The Nominating and Corporate Governance Committee will consider candidates for director suggested by shareholders applying the criteria for candidates described above and considering the additional information required by Article III, Section 13 of Webster’s Bylaws, which must be set forth in a shareholder’s notice of nomination. Section 13 of Webster’s Bylaws requires that the notice include: (a) as to each person whom the shareholder proposes to nominate for election or reelection as a director, (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and

number of shares of Webster which are beneficially owned by such person, and (iv) any other information relating to such person that is required to be disclosed in solicitations or proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including without limitation such person’s written consent to being named in this Proxy Statement as a nominee and to serving as a director if elected); and (b) as to the shareholder giving notice, (i) the name and address, as they appear on Webster’s books, of such shareholder, and (ii) the class and number of shares of Webster which are beneficially owned by such shareholder. In considering any nominees for directors recommended by a shareholder, the Nominating and Corporate Governance Committee considers, among other things, the same factors set forth above.

In addition to satisfying the foregoing requirements under the Company’s Bylaws, to comply with the universal proxy rules (once effective) for our 2023 Annual Meeting of Shareholders, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 27, 2023.

The following table summarizes the compensation paid to Webster’s non-employee directors during 2021. Employee directors of Webster receive no additional compensation for serving as directors or committee members of Webster or its subsidiaries. Webster does not issue option awards, and no non-employee directors have any option awards outstanding. Except as described below, no other compensation was paid to any such director.

Webster uses a combination of cash and shares of restricted stock to attract and retain qualified candidates to serve on the Board. Webster targets director compensation to be at the median for its peer group (as described in “Compensation Discussion and Analysis” below), with the opportunity to earn significantly more based on Webster’s total shareholder return. Stock Ownership Guidelines have also been established for directors to closely align directors’ interests with those of Webster’s shareholders.

Annually, Webster engages an independent compensation consultant McLagan, which is part of the Rewards Solutions practice at Aon plc (“McLagan”), to offer market perspectives on the compensation of Webster’s directors. To provide this perspective, McLagan utilizes publicly available proxy information from Webster’s Peer Group. During its review in late 2020, McLagan recommended that no changes be made to director compensation for 2021 since Webster directors were positioned fairly relative to the peer group median. The Compensation Committee reviewed the information and agreed with this recommendation.

In addition to payment of annual board and committee retainers, the Lead Independent Director received 1,752 shares of restricted stock and each of the other non-employee directors received 1,421 shares of restricted stock. All shares of restricted stock vest after one year and have a two-year holding period following the vesting period. Webster continued to reimburse directors for reasonable travel expenses incurred in connection with attending Board meetings.

The following schedule shows the annualized retainer fees in effect in 2021:

The Webster stock ownership guidelines during 2021 required non-employee directors to own Webster Common Stock with a market value equal to at least $300,000. The stock ownership guidelines for non-employee directors were revised for 2022 to now require ownership of 5x the annual board member cash retainer. Non-employee directors who do not meet the guidelines agree to hold all long-term incentives, which include vested shares of restricted stock and exercised stock options (net of exercise price and taxes), until they achieve the required ownership threshold of Webster Common Stock.

In 2022, following the completion of the merger with Sterling, the Compensation Committee recommended, and the Board approved, an increase in non-employee director compensation. Beginning February 1, 2022, non-employee directors will receive an annual board member retainer of $ 90,000, paid quarterly and prorated for the number of months served in the case of a director who joined or left the Board during the year and an annual equity award in the amount of $110,000, with shares determined based on the ten-day average closing price of common stock prior to the date of grant. Further, for 2022, the annual retainer for the Lead Independent Director was increased to $130,000. The annual retainers for each committee chair were also approved as follows: Audit Committee Chair $35,000, Risk Committee Chair $30,000, Compensation Committee Chair $20,000, Nominating and Corporate Governance Committee Chair $20,000 and Technology Committee Chair $20,000. The retainers for being a member on a committee were eliminated.

The Company’s shareholders and other interested persons who want to communicate with the Board of Directors, any individual Director, the Lead Director, the non-management directors as a group or any other group of directors, can write to:

All communications received (except for communications that are primarily commercial in nature or relate to an improper or irrelevant topic) will be forwarded to the intended recipient(s) or the full Board, as appropriate.

Webster typically schedules a meeting of the Board of Directors in conjunction with the annual meeting and expects that all members of the Board of Directors will attend the annual meeting, absent a valid reason, such as a previously scheduled conflict. Last year all of the individuals then serving as directors attended the annual meeting.

The following table sets forth information regarding the executive officers of Webster and Webster Bank. Executive officers are appointed annually by the Board of Directors. All ages are provided as of December 31, 2021 and all titles are current as of the mailing of this proxy statement.

Provided below is biographical information for each of Webster’s executive officers other than Mr. Kopnisky and Mr. Ciulla. For information regarding Mr. Kopnisky and Mr. Ciulla, see “Election of Directors-Information as to Nominees.”

Daniel H. Bley is Chief Risk Officer of Webster and Webster Bank. He joined Webster in 2010. Prior to joining Webster, Mr. Bley worked at ABN AMRO and Royal Bank of Scotland from 1990 to 2010, having served as Managing Director of Financial Institutions Credit Risk and Group Senior Vice President, Head of Financial Institutions and Trading Credit Risk Management. Mr. Bley currently serves on the Board of Directors of Junior Achievement of Greater Fairfield County.

James P. Blose, Esq. is General Counsel and Corporate Secretary of Webster and Webster Bank. Mr. Blose was Executive Vice President, General Counsel and Chief Legal Officer of Sterling and Sterling National Bank from 2015 to 2022 in conjunction with Sterling’s acquisition of Hudson Valley Holding Corporation and Hudson Valley Bank for which Mr. Blose was Executive Vice President, General Counsel & Secretary from October 2013 to June 2015. Prior to joining Hudson Valley Bank, Mr. Blose was a partner at the law firm Griffin, Coogan, Blose, Sulzer & Horgan, P.C., located in Bronxville, New York, from December 2003 to October 2013, where his primary role was outside general counsel to Hudson Valley Holding Corporation and Hudson Valley Bank.

Javier L. Evans is Chief Human Resources Officer of Webster and Webster Bank. Mr. Evans was Executive Vice President, Chief Business Operations and Services Officer for Sterling and Sterling National Bank having been appointed to this position in February 2021. Prior to this appointment, Mr. Evans served as Chief Human Resources Officer of Sterling and Sterling National Bank from October 2017 to February 2021. Mr. Evans joined Sterling National Bank in conjunction with the merger of Astoria Bank where he was Senior Vice President of Human Resources. Prior to joining Astoria Bank in 2014, Mr. Evans was responsible for Human Resources services and programs at TD Bank and TD Securities for select divisions while supporting investment management and securities.

Glenn I. MacInnes is Chief Financial Officer of Webster and Webster Bank. He joined Webster in 2011. Prior to joining Webster, Mr. MacInnes was Chief Financial Officer at New Alliance Bancshares for two years and was employed for 11 years at Citigroup in a series of senior positions, including Deputy CFO for Citibank North America and CFO of Citibank (West) FSB. Mr. MacInnes serves on the Board of Wellmore Behavioral Health, Inc.

Luis Massiani is Chief Operating Officer of Webster and Webster Bank. Mr. Massiani was President of Sterling National Bank and Chief Operating Officer of Sterling Bancorp since January 2021. He was Senior Executive Vice President since October 2014, and Chief Financial Officer from October 2013 to March 1, 2021 of Sterling Bancorp and Sterling National Bank. Prior to the combination with Sterling in October 2013, Mr. Massiani was Executive Vice President and Chief Financial Officer at Provident NY Bancorp and Provident Bank from December 2012 to October 2013. Prior to joining Provident, Mr. Massiani was Director of the Investment Banking Department of Credit Suisse Securities (USA) LLC from May 2011 to December 2012. Mr. Massiani also served first as Vice President and then as a Director of the investment banking department of Citadel Securities LLC, from September 2009 to May 2011.

Christopher J. Motl is President of Commercial Banking of Webster and Webster Bank. He joined Webster in 2004 and was responsible for establishing and growing the Sponsor and Specialty Banking Group and was most recently Executive Vice President and Director of Middle Market Banking. Prior to joining Webster, Mr. Motl worked at CoBank, where he was Vice President and Relationship Manager. Mr. Motl is on the board of Special Olympics of Connecticut and the Travelers Championship.

Beatrice Ordonez is Chief Innovation Officer of Webster and Webster Bank. Ms. Ordonez was Chief Financial Officer since March, 2021 and Executive Vice President since February, 2021 of Sterling and Sterling National Bank. Prior to joining Sterling, Ms. Ordonez was Chief Financial Officer of OTC Markets Group from December 2015 to January 2021. Ms. Ordonez’s prior experience includes serving as Chief Operations Officer and Managing Director of Convergex Group from October 2006 to June 2015.

Charles L. Wilkins is Head of HSA Bank. He joined Webster in January 2014. Prior to joining Webster, he was President of his own consulting practice specializing in healthcare and financial services from June 2012 to December 2013.

The Compensation Committee (“Committee”) met with management to review and discuss the Compensation Discussion and Analysis (“CD&A”) disclosures that follow. Based on such review and discussion, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in the Company’s Form 10-K for its 2021 fiscal year, and the Board has approved the recommendation.

The Compensation Discussion and Analysis discusses in detail the 2021 executive compensation program for the Company’s NEOs. The Compensation Committee recommends the base salary for the CEO to the Board of Directors, approves the annual cash incentive and long-term equity-based incentives (“LTI”) for the CEO, and approves the compensation for Webster’s other NEOs. Other executive officers are also compensated under the same compensation program.

At the annual meeting of shareholders held on April 22, 2021, Webster held an advisory vote on executive compensation. Approximately 97% of the shares of Webster Common Stock that were voted on the proposal were voted for the approval of the compensation of the NEOs as discussed in Webster’s 2021 Proxy Statement. The Committee considers the outcome of the vote when determining compensation policies and setting NEO compensation and believes that the results show strong support for Webster’s compensation policies and programs. No changes in the overall structure of the compensation program were made in 2021.

Webster’s 2021 financial performance continued to be impacted by the COVID-19 pandemic and resulting economic impact. Management focused on capital, credit and liquidity, keeping its employees and customers safe, providing various forms of relief to our consumer and business customers, supporting our communities through philanthropy, and continuing to originate loans, accept deposit balances and earn fees.

In April 2021, Webster announced a planned merger of equals with Sterling, which was completed effective January 31, 2022. Accordingly, the following CD&A and executive compensation tables reflect compensation paid under the Webster compensation plans in place during 2021. In connection with the closing of the merger with Sterling, the Committee approved certain compensation related arrangements affecting NEOs as a result of the merger, some of which were disclosed in the Current Report on Form 8-K filed on February 1, 2022 and amended as of February 3, 2022 and are briefly described below.

Amounts related to these compensation actions and awards are not part of the NEOs’ 2021 compensation and thus are not included in the Summary Compensation Table or further discussed in this CD&A, but will be described in next year’s proxy statement.

Webster’s executive compensation program is designed to attract, engage and retain qualified executives and to reward actions and results that the Compensation Committee and Board of Directors believe will increase Economic Profit¹ and maximize shareholder return. Special attention is given to ensuring that compensation plans do not encourage NEOs or other executives to take excessive risks.

Webster’s executive compensation program is performance based and closely aligns total compensation with achievement of Webster’s financial and strategic goals. A meaningful portion of total compensation is variable and tied to future shareholder return, thereby rewarding NEOs and other executives for pursuing strategies that increase Economic Profit over time.

The compensation program has four primary objectives:

The Committee annually reviews best practices in executive compensation and governance and continues to enhance our policies and practices, which include the following:

In February 2021, the Committee reviewed all elements of compensation for the NEOs and approved the compensation structure. This structure is intended to provide the NEOs with a compensation opportunity commensurate with persons with similar duties and responsibilities at other financial institutions of similar size. In determining levels of each NEO’s overall compensation, the Committee also considers the qualifications and experience of the respective officer, Webster’s size and complexity of operations and, to a certain extent, the compensation paid to other employees of the Company. The Committee uses external data as input for the Committee’s analysis and to obtain a general understanding of current market compensation practices, rather than as strict rules for establishing compensation. A meaningful portion of compensation is tied to financial and strategic performance. Consequently, actual compensation received will vary from targeted compensation.

In carrying out its responsibilities, the Committee engages McLagan, which is part of the Rewards Solutions practice at Aon plc (“McLagan”), an independent compensation consultant, to offer market perspectives on annual pay, current executive and director compensation trends and compensation programs currently in place at Webster. The consultant also provides insight into regulatory issues affecting compensation. The Committee has the authority to hire and terminate the consultant and determine the nature and scope of the consultant’s assignments. The Committee has engaged McLagan since June 2010. The Committee reviewed the work performed by McLagan and, under SEC and NYSE regulations, determined that the work did not create a conflict of interest.

McLagan provided the Committee with ongoing insights relating to trends in executive compensation in the banking sector. At the direction of the Committee, McLagan reviewed all elements of compensation for the NEOs

and other executive officers and made recommendations with regard to plan design. McLagan also reviewed an analysis of Webster’s 2021 performance relative to peers and opined on management’s proposals to the Committee regarding 2021 executive compensation. McLagan attended all Committee meetings and, in each meeting, had the opportunity to meet with the Committee in executive session. The Committee weighs the consultant’s perspective as part of its decision-making process. The Committee communicates compensation decisions directly to management. The Committee utilized market context and recommendations from McLagan when determining the amount and form of compensation paid to Webster’s executive officers during 2021.

McLagan provided the Committee additional analysis throughout 2021 in relation to the proposed merger with Sterling. McLagan provided input to the Committee regarding the determination of the achievement of applicable performance metrics with respect to outstanding performance shares, compensation packages for key executives, and termination packages for the executives leaving Webster. They actively worked with management and the Committee in designing performance-based synergy awards for four key executives that align with shareholder interests and encourage retention post-merger. The Committee also used McLagan in recommending new executive compensation program designs for the combined company, changes to the peer group, director compensation, executive benchmark data, 2022 annual cash incentive and LTI plan designs, and stock ownership guidelines for the executives and directors, taking into account the increased scale and scope of activities for the Company following the closing of the merger with Sterling.

The Committee uses a combination of proxy information from the Peer Group and available market compensation survey data to review annually the compensation of Webster’s NEOs relative to comparable positions. The Committee may also use comparisons to the Peer Group to consider other market practices relevant to the scope of the NEOs’ responsibilities. This may include, for example, change in control provisions and stock ownership guidelines.

In 2021, the Committee considered actual and, where available, target compensation data from the Peer Group, along with available market compensation survey data. This data was presented by McLagan and contributed to an assessment of the competitiveness of actual and target pay for Webster’s NEOs.

The Committee reviews the composition of the Peer Group annually with the assistance of McLagan with the objective of maintaining a group of peer banks that individually and collectively represent suitable comparators for compensation-related analyses. Suitability is defined using a number of factors, including size, scope, business mix and geographic focus. Scope measures include total assets, net revenue, market capitalization and number of employees. Business mix is reflected by an analysis of loan composition (consumer, real estate, commercial and construction) and revenue composition (sources and proportion of net interest income and non-interest income). Banks with a geographic focus outside the continental United States are excluded regardless of the appropriateness of their scope and business mix. In late 2020, at the request of the Committee, McLagan prepared an evaluation of our Peer Group for use in 2021. As a result of the evaluation, a recommendation was made that our current Peer Group (less IBERIABANK Corporation, which was acquired by First Horizon National Corporation in 2020) met the criteria stated above and no changes were needed. The Committee approved the recommendation and identified the 17 companies listed below as the Peer Group for 2021.

Subsequent to the approval of the Peer Group, in 2021 TCF Financial Corporation was acquired by Huntington Bancshares Corporation and no longer remained in our peer group, bringing the total number of companies in the Peer Group following the acquisition to 16 from 17.

Webster’s compensation program has three basic elements: base salary, annual cash incentive and LTI. The annual cash incentive rewards current year performance, while the LTI aligns the NEOs’ incentives with the long-term goals and performance of the Company. LTI grants consist of a 60%/40% mix of performance-based shares and time-based restricted stock. Performance shares have a three-year performance period with cliff vesting based on the achievement of applicable performance metrics, and time-based restricted shares have a three-year vesting schedule with one-third vesting on each anniversary of the date of the grant.

The Committee annually reviews all elements of compensation, separately and in aggregate, to ensure that the total amount of compensation is within appropriate competitive parameters based on data from independent sources and based on the performance of the Company and NEOs.

In late 2020, the Committee engaged McLagan to provide an analysis of Webster’s total compensation as well as the individual components compared to the Peer Group and McLagan’s 2020 Top Management Compensation Survey. This was supplemented by management with other data from available market compensation survey data.

This aggregate data contributed to an assessment of the competitiveness of actual and target pay for Webster’s NEOs. Based on the findings, the Committee set the components of pay and the weight of each component creating a structure that reflects Webster’s objectives for compensation (as described earlier) while allowing individual variations based on job scope, tenure, retention risk and other factors relevant to the Committee. Based on 2020 performance, in February 2021 the Committee approved 2021 total direct compensation at target (including the February 2021 LTI grants based on 2020 performance) slightly higher than median Peer Group compensation.

The chart below displays total direct compensation at target by component, including target and pay mix of each component by NEO for the program approved in February 2021. For purposes of this table, “pay mix” represents the percentage of total direct compensation for each component. Titles shown are as of December 31, 2021 and do not reflect any changes resulting from the merger with Sterling.

Annual salary is the only fixed component of Webster’s executive compensation program. In setting salary, the Committee looks at current pay practices, Peer Group comparisons and general market analysis in consultation with its compensation consultant, McLagan. The Committee then establishes salaries that are competitive to the Peer Group and the external market for similar positions. The Committee reviews the salaries on an annual basis.

In the case of a change in role, an officer’s new responsibilities, external pay practices, internal equity, past performance and experience are all considered in determining whether a change in salary is warranted.

As part of the Committee’s annual salary review, salaries were determined to be in line with the median when compared with the actual proxy data of the Peer Group and benchmark survey information. As a result, no adjustments were made to the NEO’s base salaries.

Annual cash incentive compensation is variable based on performance and ties a significant portion of the NEOs’ compensation to achievement of the Company’s annual financial plan and also considers financial performance relative to the Peer Group. The Committee approves measurements for the plan annually. For 2021, target incentives were set for each of the NEOs between 25% and 28% of total compensation. The plan is designed so that the weighted average performance for the financial measures must exceed a predetermined threshold before a payout can be made.

The plan is structured to calculate incentives based on two Primary Components:

The Corporate Component rating generates a potential funding of 0% to 150% of target. A score of 100% results in funding at target. Scores below 50% on an individual measure are reduced to zero and a total weighted score below 50% on the four goals in the aggregate earns no payout.

The two Primary Components are weighted based on each NEO’s responsibilities. The weighting of the Primary Components is shown in the chart below.

Corporate Financial Performance - Webster’s 2021 results compared to plan are set forth in the table below. The Committee has discretion to make adjustments for extraordinary, unusual or non-recurring items. For 2021, adjustments were made for three items resulting in an adjustment of 15.4 percentage points. The adjustments were for restructuring charges incurred to optimize future performance, PPP round 2, and direct investment income.

Performance Relative to Peer Group - As previously described, the Committee has discretion to adjust the Corporate Component Score by plus or minus 20 percentage points based on Webster’s performance against pre-established financial measures or performance relative to its Peer Group. The table below shows Webster’s performance relative to the 16 companies in the Peer Group.

Final Corporate Component – While the performance of the Company would have warranted a positive adjustment relative to peers, the Committee determined that it was not necessary due to the strong level of the Corporate Component of the plan. The result is the final Corporate component being equal to the Financial Performance score of 119.9%.

Line of Business Component - The annual incentives for the line of business leaders are based 60% on the results of the respective line of business and 40% on corporate results. The line of business results are based on a combination of financial metrics and strategic initiatives. The results for each line of business are shown in the table below.

Individual NEO Performance - Individual performance is determined through the annual review process as part of the Company-wide performance management process. Each NEO is evaluated based on achievement of individual performance objectives which include strategic goals, personal behavior, risk management, regulatory compliance and people leadership. The Committee evaluates the CEO, and the CEO evaluates the other NEOs in consultation with the Committee.

2021 Annual Cash Incentive Compensation - Upon completing the scoring of the two Primary Components (Corporate and Line of Business), the scores are applied to the CEO’s and each NEO’s annual cash incentive target based on the weightings in the Weight of Primary Component Table to calculate the cash incentive awards. The Committee retains discretion to adjust the CEO’s calculated annual cash incentive award. The CEO retains discretion, in consultation with the Committee, to adjust the other NEOs’ calculated annual cash incentive awards.

Discretionary Adjustment for Individual Performance - Based on the CEO’s assessment of each NEO’s (other than the CEO’s) individual performance measured against specific performance objectives and overall, the CEO may use discretion to recommend a positive or negative adjustment to the calculated annual cash incentive award. Additionally, the CEO in consultation with the Chief Human Resources Officer and the Chief Risk Officer considers potential adjustments (referred to as meaningful consequences) based on each NEO’s record of identifying, managing and mitigating risk, including an assessment of outcomes in the areas of compliance, operating risk, credit, audit findings or regulatory citings, or other contributions that should be taken into account.

The Committee considers potential adjustments for the CEO based on his performance against objectives and his leadership of the Company. In addition, the Committee considers meaningful consequences adjustments to the CEO based on his record of managing and mitigating risk. At its January 2022 meeting, the Committee decided to give Mr. Ciulla a positive adjustment to his incentive payment in recognition of the strong performance of the Company during a year of transformation and his strong leadership in successfully closing the merger with Sterling.

The CEO recommended positive adjustments to the annual cash incentive payments for all the active NEOs (other than himself) for their efforts in 2021. A positive adjustment was made to Mr. MacInnes’ incentive payment in recognition of his leadership on the due diligence and financial activities related to the merger with Sterling Bancorp, his contributions to the transformational project, and for his leadership in investor relations activities after the merger announcement; to Mr. Motl in recognition of his leadership of the company’s comprehensive

transformational and strategic project, his generation of record financial performance in commercial banking, for double digit loan and deposit growth and for his immediate and positive impact on the performance of two additional business lines assigned to him (Business Banking and Webster Investment Advisors); to Mr. Wilkins for taking on broader responsibilities in corporate marketing and call centers as part of the Company’s organizational transformation; and to Mr. Bley in recognition of his execution as Lead Coordinating Executive for COVID-related activities and leadership of the Company’s enterprise risk, credit risk and merger-related risk activities.

Management conducted a thorough review of risk management in the areas of regulatory, internal audit, operating and credit compliance and Sarbanes-Oxley compliance. As a result of the review, none of the NEOs had any significant risk management deficiencies and therefore, no adjustments were made related to risk management.

2021 Final Payment Determination – The Committee determines and approves the short-term incentive award for the CEO and reviews and approves the short-term incentive awards that are recommended by the CEO for the other NEOs. The final tabulations for annual cash incentive compensation are set forth below.

Long-Term Incentive Vehicles: Webster awards two forms of LTI grants, performance shares and restricted stock as displayed in the table below.

Performance Shares: Performance shares vest following the conclusion of the three-year performance period and based upon the achievement of applicable performance metrics as certified by the Committee with 50% based on Company three-year total shareholder return relative to Webster’s Peer Group and 50% based on the three-year average return on equity compared to plan. Performance must meet threshold levels or the shares are forfeited.

The Company does not vest performance-based restricted stock for performance below threshold. A threshold level of performance must be met for each metric in order for payment to be earned. Once threshold performance is achieved, the actual payment level will be interpolated between threshold and 150% of target.

2021 Long-Term Incentive Grant - LTI grants were approved in February but not granted until May 2021. They were made in the form of 60% Performance Shares and 40% time-vested restricted stock, as described above, based in part on each NEO’s 2020 performance and granted based on the NEOs’ 2020 base pay and LTI target percentage.

The Committee may increase or decrease the CEO’s LTI award or the other NEOs’ LTI awards based on a variety of factors, including the Company’s prior year performance against financial and strategic goals. The Committee determines the recommended grant for the CEO and reviews and approves the CEO’s recommendation for the other NEOs. The Committee approved the grants for the CEO and each other NEO, as shown in the chart below.

Pension Plan - Webster Bank maintains a frozen defined benefit pension plan. Webster stopped benefit accruals under the plan for all employees, including the NEOs, after December 31, 2007. The Pension Benefits section of this Proxy Statement further details the pension benefits applicable to the NEOs.

401(k) Plan - Webster Bank maintains a defined contribution 401(k) plan for eligible employees, including the NEOs. All participants in the plan, including each of the NEOs, are eligible to make pre-tax or Roth contributions from 1% to 75% of their pay, up to Internal Revenue Code (“IRC”) limits ($19,500 in 2021). Webster Bank matches the employee’s contributions on a dollar for dollar basis for the first 2% of pay the employee contributes and then 50 cents on the dollar for up to the next 6% of pay the employee contributes. In addition, Webster provides transition credits ranging from 1% to 6% of pay for those employees, including NEOs, who were hired before January 1, 2007 and had reached age 35 or older on January 1, 2008. The purpose of transition credits is to help offset the impact of freezing the pension plan. A two-year vesting schedule applies to all Webster contributions. Under IRC limits, annual compensation in excess of $290,000 in 2021 may not be taken into account for determining benefits or contributions under the qualified plan. Employees who are age 50 or older by the last day of the year may contribute an additional $6,500 to the plan.

Supplemental Defined Contribution Plan - Webster Bank maintains a non-qualified supplemental defined contribution plan for certain executives, including the NEOs. This plan provides each NEO with an allocation to their supplemental 401(k) account equal to the additional match and transition credit contributions that the NEO would have received in the qualified 401(k) plan if there were no IRC compensation or deferral limits. See the Nonqualified Deferred Compensation section of this Proxy Statement for additional details.

Non-Qualified Deferred Compensation Plan - Certain executive officers, including some of the NEOs, were eligible to participate in a closed voluntary non-qualified deferred compensation plan. The plan allowed employees at the senior vice president level and above to defer a portion of their compensation because of the statutory limits under the qualified plan. All deferrals under this plan ceased as of January 1, 2012, but distributions continue based on prior elections. See the Nonqualified Deferred Compensation section of this Proxy Statement for additional details.

During 2021, none of the NEOs was subject to an effective employment agreement; however, all NEOs were subject to change in control and non-competition agreements.

Webster offers a limited number of benefits to the NEOs and other executives in addition to the broad-based employee benefits program. Each benefit supports a specific objective but falls within the overall purpose of recognizing leadership responsibility and contributions to the Company’s goals. Management reviews the benefits with the Committee for consistency with Webster’s organizational culture and market practices. These benefits, which are limited to Supplemental Defined Contribution Plan and additional life insurance benefits, are described in a footnote to the Summary Compensation Table.

Webster’s change in control practices are designed to retain the NEOs during potential and actual change in control activity. During these times, continuity is a key factor in preserving the value of the business. Webster also provides other termination benefits designed to facilitate changes in the status of key executives as needed. The amounts payable, triggering events and other terms of Webster’s change in control and other termination arrangements are set by the Committee based on Company policy and competitive market information. Webster reviews the provisions of the change in control agreements annually. See the Potential Payments Upon Termination or Change in Control section of this Proxy Statement.

Webster believes stock ownership by management is beneficial in aligning the interests of management and shareholders. Executive Stock Ownership Guidelines are established to enhance shareholder value and focus each executive’s attention on the long-term success of the Company. Webster has adopted stock ownership guidelines for all of the executive officers, including the NEOs.

Once achieved, ownership of the guideline amount must be maintained for as long as the executive is subject to the stock ownership guidelines. Even if stock ownership guidelines have been achieved, the NEOs are required to continue to hold all net (after tax withholdings) vested restricted shares and performance shares and net shares of Common Stock delivered after exercising stock options for a minimum of one year. This holding period will remain in effect if the NEO terminates from the Company. NEOs who do not meet the guidelines further agree to hold all net Common Stock received through LTI awards until they achieve their respective ownership thresholds. As of December 31, 2021, all of the NEOs have met their stock ownership guidelines.

Directors, officers and employees of Webster are prohibited from hedging their ownership of Webster securities, including through the use of options, puts, calls, short sales, futures contracts, equity swaps, collars or other derivative instruments relating to Webster securities, regardless of whether such directors, officers and employees have material non-public information about Webster. Directors and executive officers are prohibited from pledging their Webster securities as collateral for a loan.

Internal Revenue Code Section 162(m) generally places a $1 million limit on the amount of compensation a company can deduct in any one year for the Company’s chief executive officer, chief financial officer and three other most highly compensated executive officers. While Webster’s NEO compensation was previously structured so that certain awards qualified for a performance-based compensation exemption from the deduction limitation, that exemption was eliminated beginning in 2018 as a result of the passage of the Tax Cuts and Jobs Act, other than with respect to payments made pursuant to certain grandfathered arrangements. While the Compensation Committee considers deductibility as one factor in determining executive compensation, the Compensation Committee will continue to link pay with performance and consider other factors as noted above, and retains the flexibility to award compensation consistent with the goals of our executive compensation program even if the awards are not deductible for tax purposes.

Salary, bonus, incentive payments and other compensation amounts to Webster’s NEOs are summarized in the following table. Some of the amounts below represent the opportunity to earn future compensation under performance-based compensation incentives that may be forfeited based on future performance vesting. As a result of mixing compensation paid and contingent compensation, the totals shown in the Summary Compensation Table include amounts that the NEOs may never receive. Titles shown are as of December 31, 2021 and do not reflect any changes resulting from the merger with Sterling.

During the fiscal year ended December 31, 2021, the following table displays all non-equity incentive plan and equity incentive plan awards that were made to the NEOs.

The following table sets forth outstanding option awards and unvested stock awards held by Webster’s NEOs as of December 31, 2021.

The table below sets forth the number of shares of stock acquired in fiscal 2021 as a result of the exercising of stock options and the vesting of restricted shares and performance shares awarded to the NEOs under Webster’s compensatory equity programs.