Webster Financial (WBS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 21, 2025, will be held virtually to maximize shareholder participation regardless of location.

• Shareholders will vote on electing twelve directors, a non-binding advisory vote on executive compensation, and ratification of KPMG LLP as the independent auditor for 2025.

• The company reported $752 million in net income, 6.5% deposit growth, and 3.5% loan growth for 2024, with significant balance sheet optimization and strategic acquisitions.

• Notable 2024 actions include the acquisition of Ametros, a joint venture with Marathon Asset Management, and the sale of a factored receivables portfolio.

Voting matters and shareholder proposals

• Proposal 1: Election of twelve directors for one-year terms.

• Proposal 2: Advisory (non-binding) vote to approve executive compensation (Say-on-Pay).

• Proposal 3: Advisory (non-binding) vote to ratify KPMG LLP as independent auditor for 2025.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 12 members, 11 of whom are independent; all directors stand for annual election by majority vote.

• Board committees (Audit, Risk, Compensation and HR, Nominating and Corporate Governance, Technology) are composed entirely of independent directors.

• Lead Independent Director role is established for additional oversight and governance.

• Annual board and committee self-assessments, director orientation, and ongoing education are in place.

• Stock ownership guidelines and anti-hedging/pledging policies for directors and executives.