UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Webster Financial Corporation

(Exact Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

March 23, 201822, 2019

To the Shareholders of

Webster Financial Corporation:

You are cordially invited to attend the Webster Financial Corporation Annual Meeting of Shareholders to be held on Thursday, April 26, 201825, 2019 at 4:00 p.m., Eastern Time, at the New Britain Museum of American Art, 56 Lexington Street, New Britain, CT 06052.

At the Annual Meeting, you will be asked: (i) to elect ten directors to serve forone-year terms; (ii) to approve, on anon-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, 2018;2019; (iv) to approve a proposal to amend and (iv)restate the Webster Financial Corporation Employee Stock Purchase Plan; and (v) 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 20172018 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 in person, you may do so.

WEBSTER FINANCIAL CORPORATION

Webster Plaza

145 Bank Street

Waterbury, Connecticut 06702

800-325-2424

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON

APRIL 26, 201825, 2019

To the Shareholders of

Webster Financial Corporation:

NOTICE IS HEREBY GIVENthat the annual meeting of shareholders (the “Annual Meeting”) of Webster Financial Corporation (“Webster”) will be held on Thursday, April 26, 201825, 2019 at 4:00 p.m., Eastern Time, at the New Britain Museum of American Art, 56 Lexington Street, New Britain, CT 06052, for the following purposes:

The Board of Directors has fixed the close of business on February 26, 201828, 2019 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.

Waterbury, Connecticut

March 23, 201822, 2019

IT IS IMPORTANT THAT YOU VOTE PROMPTLY. THEREFORE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE VOTE YOUR COMMON SHARES VIA THE TOLL-FREE TELEPHONE NUMBER LISTED ON THE PROXY CARD, THE INTERNET OR BY MAIL.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on April 26, 2018:25, 2019: This Proxy Statement, along with our Annual Report on Form10-K for the fiscal year ended December 31, 20172018 and our 20172018 Annual Report, are available free of charge on the Investor Relations section of our website (www.wbst.com).

WEBSTER FINANCIAL CORPORATION

Webster Plaza

145 Bank Street

Waterbury, Connecticut 06702

800-325-2424

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 26, 201825, 2019

Solicitation, Voting and Revocability of Proxies

This Proxy Statement (the “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 from holders of its outstanding shares of Common Stock, par value $.01 per share (the “Common Stock”), for use at the Annual Meeting of Shareholders of Webster to be held on Thursday, April 26, 201825, 2019 at 4:00 p.m., Eastern Time, at the New Britain Museum of American Art, 56 Lexington Street, New Britain, CT 06052 (the “Annual Meeting”) and at any adjournments thereof. The Proxy Statement, together with the enclosed proxy card, is being mailed to shareholders of Webster on or about March 23, 2018.22, 2019.

The Annual Meeting has been called for the following purposes:

1.   To elect ten directors to serve forone-year terms (Proposal 1);

2.   To approve, on anon-binding, advisory basis, the compensation of the named executive officers of Webster (Proposal 2);

3.   To ratify the appointment by the Board of Directors of the firm of KPMG LLP as the independent registered public accounting firm of Webster for the year ending December 31, 20182019 (Proposal 3);

4.   To approve a proposal to amend and restate the Webster Financial Corporation Employee Stock Purchase Plan (Proposal 4); and

4.5.   To transact any other business that properly comes before the Annual Meeting or any adjournments thereof.

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:

1.   FOR the election of the Board’s nominees as directors;

2.   FOR the approval, on anon-binding, advisory basis, of the compensation of the named executive officers of Webster;

3.   FOR the ratification of the appointment of Webster’s independent registered public accounting firm.firm;

4.   FOR the approval of the amendment and restatement of the Employee Stock Purchase Plan.

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 John H. Beers, Assistant Secretary, Webster Financial Corporation, 145 Bank Street, Waterbury, Connecticut 06702; (ii) byre-voting by telephone or on the Internet; or (iii) by attending the Annual Meeting and voting in person. The cost of soliciting

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 thenon-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.firm, and to approve the amendment and restatement of the Webster Financial Corporation Employee Stock Purchase Plan. Shareholders’ votes will be tabulated by the persons appointed by the Board of Directors to act as inspectors of election for the Annual Meeting.

2

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 (number of shares voted “for” a director must exceed the number of votes cast “against” that director). In a contested election (a situation in which the number of nominees exceeds the number of directors to be elected), the standard for election of directors will be a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. 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

3

Nominating and Corporate Governance Committee in recommending qualified candidates is described beginning on page 1213 under “Corporate Governance - Director Qualifications and Nominations.”

4

member of the board of the Business Council of Fairfield County. Mr. Ciulla is a member of the Executive Committee.

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

John J. Crawford is President of Strategem, LLC, a New Haven, Connecticut based company which provides consulting services to the business andnot-for-profit community on business and financial strategies. Mr. Crawford served as President, Chief Executive Officer and a director of Aristotle Corporation, a New Haven, Connecticut based education training company from October 1992 through December 2002. Mr. Crawford continued to serve on the Board of Directors of Aristotle Corporation until August 31, 2005. From 1994 until December 2000, he served as President and Chief Executive Officer of the South Central Connecticut Regional Water Authority, New Haven, Connecticut. Mr. Crawford is Lead Director, Chair of the Nominating and Corporate Governance Committee and a member of the Audit Committee and the Executive Committee.Committees.

Mr. Crawford’s extensive executive and corporate governance experience as a former Chief Executive Officer of three companies, including a financial institution, and his over 20 years of service on Webster’s Board, including fifteensixteen years as the Lead Director, provides him with a seasoned view of Webster’s operations and challenges.

Elizabeth E. Flynn was Vice Chairman of Marsh, LLC in New York, New York, a global leader in insurance broking and risk management until her retirement on December 31, 2015. Ms. Flynn was President of

5

to minority-controlled companies. Mr. Morse is a 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), a member of the Board of Trustees of Howard University, and is a former director of Princeton University Investment Company 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 a memberchair of the Compensation Committee and a member of the Nominating and Corporate Governance Committee and the Executive Committee.

Mr. Morse’s entire career has been spent in the investment management field, including as theco- 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 director and audit committee member of Innophos Holdings, Inc. (NASDAQ:IPHS), a publicly held specialty chemicals company headquartered in Cranbury, New Jersey, a 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 Chair of the Audit Committee and a member of the Risk Committee and the Executive Committee.

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.

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 develops, sells, distributes and marketsover-the-counter drugs, household cleaning products and personal care items, from January 2007 until September

6

sales and talent development. She is a director of Clean Harbors, Inc. (NYSE:CLH), a publicly held company headquartered in Norwell, Massachusetts, and is a member of the board of ScriptEd.Code Nation. She also serves as a Trustee for International House, New York. Ms. States is a member of the Audit Committee and the Risk Committee.

Ms. States’ experience as former Chief Technology Officer of a public company, and her broad background in technology, strategy and transformation, provides the Board with strong executive and technology experience. She has a CERT Certificate in Cybersecurity Oversight, issued by the NACD and Carnegie Mellon University.

James C. Smith isnon-executive Chairman of Webster and Webster Bank and an advisor to the Company. Mr. Smith joined Webster Bank in 1975 and was appointed CEO of the bank and the holding company in 1987 and Chairman in 1995, and served in those positions until his retirement in 2017. He was elected President, Chief Operating Officer and a Director of Webster Bank in 1982 and of the holding company at its inception in 1986. He served as President of Webster and Webster Bank until 2000, and again from 20092008 until 2011. Mr. Smith serves as Vice Chairman of the Midsize Banks Coalition of America. He is a past member of the board of directors of the American Bankers Association and served several years asco-chairman of the ABA’s American Bankers Council for midsize banks. He is a past member of the board of directors of the Financial Services Roundtable. Mr. Smith served as a member of the Federal Advisory Council, which advises the deliberations of the Federal Reserve Board of Governors, and served on the board of directors of the Federal Reserve Bank of Boston. He served on the board of directors of the Federal Home Loan Bank of Boston. He served on the executive committee of the Connecticut Bankers Association. Mr. Smithco-chairs the Connecticut Economic Resource Center, and previously served as co-chair of the Connecticut Governor’s Commission on Fiscal Stability and Economic Growth. He is also actively engaged in community service and supports numerous civic organizations including serving as General Chairman of the Hartford Bishops’ Foundation, serving on the Trinity Health of New England Strategic Planning Committee, and previously served as a member of Saint Mary’s Health System board in Waterbury, Connecticut. Mr. Smith is Chair of the Executive Committee.

Mr. Smith’s extensive experience as Chief Executive Officer of Webster through 2017 provides invaluable knowledge of Webster’s operations, challenges and opportunities.

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

78

CORPORATE GOVERNANCE

General

The business and affairs of Webster are managed under the direction of the Board of Directors (the “Board”). Members of the Board are kept informed of Webster’s business through discussions with the Chairman of the Board, the Chief Executive Officer and Webster’s other 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 Chairman of the Board, the Chief Executive Officer 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.

Webster’s Commitment to Environmental, Social and Governance Issues

It’s in our DNA

Sustainability and commitment to community have been intrinsic to Webster since its founding. What is now known as Webster Bank was founded in 1935, during the Great Depression, by Waterbury, Connecticut native Harold Webster Smith. Mr. Smith started the bank with $25,000 borrowed from friends and family to help people buy and build homes.

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 and today we are a leading SBA lender to small businesses, women, and minority businesses. The Corporation’s dedication to the communities it serves remained strong after it went public in 1986. We continued to grow over the ensuing decades, broadening our geographic footprint to include Massachusetts, Rhode Island, and New York, remaining headquartered in Waterbury. Today, we have more than $26$27 billion in assets.

89

The Webster Way – Values-Guided, Community-Minded

Webster remains a values-guided, community-minded bank focused on helping its customers achieve their unique goals. Putting people first, Webster bankers take the time to understand what matters most to our customers, responding with personalized solutions, and acting with responsibility, respect, ethical behavior, citizenship, and teamwork.

Every Webster banker is guided byThe Webster Way. It is our unshakeable core, the common bond we share as a values-guided, community-minded organization, and the principles we believe in and stand for every day. They bring us together, set us apart, and guide us in every action we take to live up to our customers:

The Webster Way also captures the essence of Webster’s commitment to its constituents – its customers, the communities where it does business, its employees, and its shareholders. As a matter of policy and longstanding practice, Webster engages in environmentally responsible practices at its facilities and enters into commercial loans with renewable energy and energy-efficient components; works ceaselessly to improve life in the communities it serves; provides an inclusive environment where bankers can continually grow professionally; and follows transparent governance practices to safeguard Webster for all of its constituencies.

Commitment to Excellence

Webster has been recognized for its commitment to excellence. In 2017,2018, we were named one of the Top 25 “most reputable banks” in the country, according to the 20172018 Survey of Bank Reputations conducted by the independent organization Reputation Institute. The annual survey measures U.S. consumers’ perceptions of major bank brands. In addition, Webster earned the highest score of any Northeast-based bank and ranked seventh overallwon multiple categories in the United States.2018 Bank Director “Ranking Banking” survey, including Best Board, Northeast, U.S. In 2017,2018, Webster received an “Outstanding” rating for its Community Reinvestment Act (CRA) performance, and was also named one of the top midsize employers nationwide, including recognitionTop Small Business Administration (SBA) lender in the banking and financial services category, according to Forbes’ “America’s Best Employers of 2017.”New England (by volume).

Webster’s Commitment to ESG

Webster’s inaugural2018 “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. ItOur ESG Report may be found on our website atwww.wbst.com.

Board Leadership

Beginning in 2018, Webster has separated the roles of Chairman of the Board and principal executive officer. Mr. Smith was appointednon-executive Chairman following his retirement on December 31, 2017, and Mr. Ciulla was appointed Chief Executive Officer. In addition, there is a lead independent director who 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 Director of the Board for aone-year term, or until a successor is appointed. The lead independent director presides over the executive sessions of independent directors and assists and advises the Chairman of the Board. During fiscal year 2017,2018, Mr. Crawford served as the lead independent director.

910

Director Independence

Pursuant to the New York Stock Exchange (“NYSE”) listing standards, Webster is required to have a majority of “independent directors” on its Board. In addition, the Audit Committee, Compensation Committee, and the 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 and executive officers 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” on page 4341 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, Becker, Crawford, Morse, Pettie, Shivery and Mses. Flynn, Hayles, 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. In connection with this evaluation, 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. Mr. Smith is not considered independent because he has been an executive officer of Webster within the past three years.

Executive Sessions of Independent Directors

In keeping with Webster’s Corporate Governance Policy, in 20172018 the Board held 53 meetings that were limited to independent directors. The lead independent director presides over the executive sessions of independent directors.

Risk Oversight

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, as well as two senior risk officers who report to the Chief Risk Officer.

Board and Committee Meetings

During 2017,2018, Webster held 9 meetings of its Board. Each 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.

Committees of the Board; Code of Business Conduct and Ethics and Corporate Governance Guidelines

The Board has established five standing committees. The standing committees are the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, the Executive Committee and the Risk Committee. The Board has adopted a charter for each of these committees, as well as corporate governance guidelines that address themake-up and functioning of the Board and qualification

10

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 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 these materials on the Company’s website at: www.wbst.com.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:

Webster Financial Corporation

145 Bank Street

Waterbury, Connecticut 06702

Attn: Harriet Munrett Wolfe, Esq.

Executive Vice President, General Counsel and Secretary

The Board has determined that all of the Directors who serve on the Audit, Compensation, and Nominating and Corporate Governance committees are “independent” for purposes of Section 303A of the Listed Company Manual of the NYSE. In addition, all of the Directors who serve on the Risk Committee are “independent.”

Audit Committee

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 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 2017,2018, the Audit Committee held 56 meetings. The members of the Audit Committee currently are Ms. Osar (Chair) and Messrs. Crawford, Pettie, and Mses. Flynn,Hayles and States. Each of the members of the Audit Committee meets 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 Ms.Mses. Osar and Hayles and Messrs. Crawford and Pettie qualify as “audit committee financial experts,” as that term is defined in Item 407(d)(5) of RegulationS-K.

Compensation Committee

The Board has appointed a Compensation Committee. During 2017,2018, the Compensation Committee held 54 meetings. Compensation Committee meetings are attended by Webster’s President and Chief Executive Officer (“CEO”) and President,, other than while theirhis compensation and benefits are 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 2017,2018, see “Compensation Discussion and Analysis.” The members of the Compensation Committee currently are Messrs. ShiveryMorse (Chair), Atwell, Becker and Morse.Ms. Flynn. Each of the members of the Compensation Committee meets 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 termlong-term incentive compensation paid to the CEO. The 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

1112

CEO; annually determining such compensation and benefits for the members of the Company’s ExecutiveOperating Management Committee other than the CEO; annually recommending to the Board the content of the annual performance evaluation for the CEO and reviewing performance evaluations for all members of the ExecutiveOperating Management Committee; 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 ExecutiveOperating Management Committee positions; and reviewing and approving on a periodic basis the Company’s employee stock ownership guidelines. The Committee also reviews and makes recommendations to the Board with respect to director compensation.

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

Executive Committee

The Board has appointed an Executive Committee that has responsibility for serving as an exploratory committee for mergers and acquisitions and to serve as anad hoccommittee as needed. The Executive Committee did not meet during 2017.2018. The members of the Executive Committee are Messrs. Smith (Chair), Ciulla, Crawford, Morse, Pettie, Shivery and Ms. Osar.

Nominating and Corporate Governance Committee

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 2017,2018, the Nominating and Corporate Governance Committee held 23 meetings. The members of the Nominating and Corporate Governance Committee are Messrs. Crawford (Chair), Morse, ShiveryAtwell, Becker and Ms. Flynn.Morse. Each member of the Nominating and Corporate Governance Committee meets the independence requirements of the rules of the NYSE.

Risk Committee

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 2017,2018, the Risk Committee held 5 meetings. The members of the Risk Committee are Messrs.Mr. Pettie (Chair), Atwell, Becker, and Mses. Flynn, Hayles, Osar and States.

Director QualificationsWebster Financial Corporation

145 Bank Street

Waterbury, Connecticut 06702

Attn: Harriet Munrett Wolfe, Esq.

Executive Vice President, General Counsel and Nominations

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.Secretary

The Board believeshas determined that it shouldall of the Directors who serve on the Audit, Compensation, and Nominating and Corporate Governance committees are “independent” for purposes of Section 303A of the Listed Company Manual of the NYSE. In addition, all of the Directors who serve on the Risk Committee are “independent.”

Audit Committee

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 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 2018, the Audit Committee held 6 meetings. The members of the Audit Committee currently are Ms. Osar (Chair) and Messrs. Crawford, Pettie, and Mses. Hayles and States. Each of the members of the Audit Committee meets 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 Mses. Osar and Hayles and Messrs. Crawford and Pettie qualify as “audit committee financial experts,” as that term is defined in Item 407(d)(5) of RegulationS-K.

Compensation Committee

The Board has appointed a Compensation Committee. During 2018, the Compensation Committee held 4 meetings. Compensation Committee meetings are attended by Webster’s President and Chief Executive Officer (“CEO”), other than while his compensation and benefits are 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 2018, see “Compensation Discussion and Analysis.” The members of the Compensation Committee currently are Messrs. Morse (Chair), Atwell, Becker and Ms. Flynn. Each of the members of the Compensation Committee meets 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 composed of directors with diverse experience in business and in areas that are relevantexercised by the whole Compensation Committee or subcommittee thereof.

Pursuant to the Company,Compensation Committee’s charter, among other responsibilities, the Committee is charged with annually reviewing and that directors should possessapproving annual bonus arrangements and long-term incentive compensation paid to the highest personalCEO. The Committee reviews and professional ethics, integritymakes recommendations to the Board with respect to the annual base salary, and values, and be committed to representingseverance and/or change in control or similar agreements/provisions, if any, for 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

12

experience in leadership positons, a potential director’s tiesCEO; annually determining such compensation and benefits for the members of the Company’s Operating Management Committee other than the CEO; annually recommending to Webster’s markets are considered in orderthe Board the content of the annual performance evaluation for the CEO and reviewing performance evaluations for all members of the Operating Management Committee; administering and implementing the Company’s performance based incentive plans; reviewing the talent management and succession planning processes to ensure diversitythat there is a pool of qualified candidates to fill future Operating Management Committee positions; and broad geographicreviewing and demographic representation reflectiveapproving on a periodic basis the Company’s employee stock ownership guidelines. The Committee also reviews and makes recommendations to the Board with respect to director compensation.

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

Executive Committee

The Board has appointed an Executive Committee that has responsibility for serving as an exploratory committee for mergers and acquisitions and to serve as anad hoccommittee as needed. The Executive Committee did not meet during 2018. The members of the markets served. These attributesExecutive Committee are embodied in Webster’s Qualification GuidelinesMessrs. Smith (Chair), Ciulla, Crawford, Morse, Pettie, and Ms. Osar.

Nominating and Corporate Governance Committee

The Board has appointed a Nominating and Corporate Governance Committee that has overall responsibility for Board Members.recommending corporate governance process and board operations for the Company. 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. Consistent with this commitment to constructive refreshment, Webster has added three new directors since 2014 and has had two directors retire.

When consideringidentifies director 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 reviewreviews the qualifications and experience of each candidate. If the Committee believesperson considered as 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 15th 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 14, 2018 and by filing a Current Report on Form8-K under the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission on February 15, 2018. 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 nominatenominee for election or reelection as a director, (i)and recommends director nominees to fill vacancies on the name, age, business addressBoard and residence addressfor approval by the Board and the shareholders. A copy of such person, (ii) the principal occupation or employment of such person, (iii)Nominating and Corporate Governance Committee’s charter is available on 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 Securities Exchange Act of 1934, as amended (including without limitation such person’s written consent to being named in the 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,Company’s website at:www.wbst.com. During 2018, the Nominating and Corporate Governance Committee considers, among other things,held 3 meetings. The members of the same factors set forth above.Nominating and Corporate Governance Committee are Messrs. Crawford (Chair), Atwell, Becker and Morse. Each member of the Nominating and Corporate Governance Committee meets the independence requirements of the rules of the NYSE.

13

CEO; annually determining such compensation and benefits for the members of the Company’s Operating Management Committee other than the CEO; annually recommending to the Board the content of the annual performance evaluation for the CEO and reviewing performance evaluations for all members of the Operating Management Committee; 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 Operating Management Committee positions; and reviewing and approving on a periodic basis the Company’s employee stock ownership guidelines. The Committee also reviews and makes recommendations to the Board with respect to director compensation.

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

Executive Committee

The Board has appointed an Executive Committee that has responsibility for serving as an exploratory committee for mergers and acquisitions and to serve as anad hoccommittee as needed. The Executive Committee did not meet during 2018. The members of the Executive Committee are Messrs. Smith (Chair), Ciulla, Crawford, Morse, Pettie, and Ms. Osar.

Nominating and Corporate Governance Committee

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 2018, the Nominating and Corporate Governance Committee held 3 meetings. The members of the Nominating and Corporate Governance Committee are Messrs. Crawford (Chair), Atwell, Becker and Morse. Each member of the Nominating and Corporate Governance Committee meets the independence requirements of the rules of the NYSE.

Risk Committee

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 2018, the Risk Committee held 5 meetings. The members of the Risk Committee are Mr. Pettie (Chair), and Mses. Flynn, Hayles, Osar and States.

Director Qualifications and Nominations

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

13

experience in leadership positons, 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 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. Consistent with this commitment to constructive refreshment, Webster has added four new outside directors since 2014 and, with Mr. Becker’s retirement effective with the 2019 Annual Meeting, will have had four directors retire.

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 15th 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 14, 2019 and by filing a Current Report on Form8-K under the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission on February 14, 2019. 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 Securities Exchange Act of 1934, as amended (including without limitation such person’s written consent to being named in the 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.

14

Compensation of Directors

The following table summarizes the compensation paid to Webster’snon-employee directors during 2018. Employee directors of Webster receive no additional compensation for serving as directors or committee members of Webster or its subsidiaries. Except as described below, no other compensation was paid to any such director.

15

Webster uses a combination of cash and 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.

In addition to payment of annual board and committee retainers,non-employee directors received 1,103 shares of restricted stock, with the exception of Ms. Hayles who on a pro rata basis received 616 shares of restricted stock. The Lead Director received 1,355 shares of restricted stock. Per his Retirement and Advisory Services Agreement, the Chairman is not eligible to receive equity grants. All restricted stock vests after one year and has 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.

Certain annual board and committee retainer fees were increased by the Board effective in May 2018. The following schedule shows the retainer fees in effect in 2018 prior to and following such increase:

Webster stock ownership guidelines requirenon-employee directors to own Webster Common Stock with a market value equal to at least $300,000.Non-employee directors who do not meet the guidelines agree to hold all long term incentives, which include vested restricted stock and exercised stock options (net of exercise price and taxes), until they achieve the required ownership threshold of Webster Common Stock.

Communications with Directors

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

[Name of Director or Directors]

c/o Lead Director of the Board of Directors

Webster Financial Corporation

P.O. Box 10741986

754 Chapel Street

New Haven, Connecticut 06510Waterbury, CT 06722

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.

Director Attendance at Annual Meetings

Webster typically schedules a meeting of the Board of Directors in conjunction with the annual meeting and expects that the Board of Directors will attend the annual meeting, absent a valid reason, such as a

16

previously scheduled conflict. Last year all of the individuals then serving as directors attended the annual meeting.meeting, except for Mr. Shivery who retired effective with the 2018 Annual Meeting.

15

Statement and incorporated by reference in the Company’s Form10-K for its 20172018 fiscal year, and the Board has approved the recommendation.

Compensation Committee

Charles W. ShiveryLaurence C. Morse (Chair)

William L. Atwell

Joel S. Becker

Laurence C. MorseElizabeth E. Flynn

16

Objectives of Compensation Program

Webster’s executive compensation program is designed to attract, engage and retain qualified executives and to reward actions and results that the Committee and Board of Directors believe will increase Economic ProfitsProfit 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 highly 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 are expected to increase Economic ProfitsProfit over time.

The compensation program has four primary objectives:

Compensation Best Practices

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

1819

Setting 20172018 Compensation

In February 2017,2018, the Committee reviewed all elements of compensation for NEOs and approved the compensation structure. The programThis structure is intended to provide NEOs with a compensation opportunity commensurate with persons with similar duties and responsibilities at other financial institutions.institutions of similar size. In determining levels of NEOs’ 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 persons employed by 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 pay is tied to financial and strategic performance. Consequently, actual compensation received will vary from targeted compensation.

Compensation Consultant

In carrying out its responsibilities, the Committee engages McLagan, an Aon Company (“McLagan”), an independent compensation consultant, to offer market perspectives on annual pay, current executive 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 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 20172018 performance relative to peers and opined on management’s proposals to the Committee regarding 20172018 executive compensation. At the direction of the Committee, McLagan also provided data and best practices regarding the transition package and new pay structure for our newnon-executive Chairman and provided recommendations for the pay structure for our new President & CEO. McLagan attended all Committee meetings and in each one of those meetingsmeeting 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 and directors during 2017.2018.

Compensation Peer Group

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 2017,2018, 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

19

McLagan prepared an evaluation of our Peer Group for use in 2017.2018. As a result of the evaluation, a recommendation was made that our current Peer Group met the criteria stated above and no change was needed. The Committee approved the recommendation and identified the 12 companies listed below as the Peer Group for 2017:2018.

In 2019, as a result of the annual Peer Group review, and on the recommendation of McLagan, Webster will be adding seven companies to the Peer Group bringing the total number of companies to 19. The new additions to the Peer Group will be: Chemical Financial Corporation; IBERIABANK Corporation; Old National Bancorp; Prosperity Bancshares, Inc.; UMB Financial Corporation; Umpqua Holdings Corporation; and United Bancshares. Chemical Financial Corporation and TCF Financial Corporation announced their intent to merge by the end of 2019. The decision was made, with the concurrence of McLagan, that the new Chemical/TCF firm will remain in the Peer Group and the total number of companies in the Peer Group following the merger will be 18.

Elements of 20172018 Compensation

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’ interests with the long-term goals and performance of the Company. LTI grants consist of a 75%/25% mix of performance basedperformance-based shares and time-based restricted stock. Performance shares have a three-year performance period with cliff vesting, and time-based restricted stock has a three-year vesting schedule ofone-third on each anniversary date of the grant.

21

The Committee reviews all elements of compensation annually, 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 earlylate 2017, 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 20162017 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

20

Annual Cash Incentive Compensation—Compensation – Plan Overview

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 2017,2018, target incentives were set for each of the NEOs between 26% and 27%29% 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.

21

Annual Cash Incentive Scoring - Results

Corporate Financial Performance - Webster’s 20172018 results compared to plan are set forth in the table below. The Committee has discretion to make adjustments for extraordinary, unusual ornon-recurring items. For 2017,2018, no adjustments were made.

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 againstpre-established financial measures or performance relative to its Peer Group. The table below shows Webster’s performance relative to the twelve companies in the Peer Group.

2324

Final Corporate Component - TheWhile the performance of the Company would have warranted a positive adjustment relative to peers, the Committee determined that there wouldit was not be an adjustment for Performance Relativenecessary due to Peer Group.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 128.8%133.5%.

Line of Business Component - Given Mr. Motl’s responsibilities asThe annual incentives for the Headline of Commercial Banking, and Mr. Mhatre’s responsibilities as Head of the Community Banking,business leaders are based 60% of target annual incentive for each of them is payable based on the results of thatthe respective line of business whereand 40% on corporate results. The line of business results are based on 80%a combination of financial performancemetrics and 20% performance against strategic objectives.

Mr. Motl led Commercial Banking to record financial and operating performance delivering $109.9 million in Net Income and an 11.9% Return on Allocated Capital – resulting in ainitiatives. The results for each line of business financial score of 107.5%. Commercial Banking’s Economic Profit increased 18% over 2016 which was fueled by solid average loan balances that were up $787 million or 9.3% and ended the year at $9.3 billion. Additionally, deposits helped drive operating results with average deposit balances up 10.6% to end the year at $4.1 billion. Loan growth was driven by Sponsor & Specialty Finance (+12%) while deposit growth from Treasury & Payment Solutions (+15%) led all commercial business units. Commercial Banking continued to make significant progress on stated strategic initiatives: (i) expanding Commercial Real Estate, Sponsor & Specialty Finance and capital markets activities and capabilities; (ii) investing in treasury and payment products and services; (iii) delivering efficiencies through organizational alignment and process enhancements across the business line; and (iv) further aligning the Private Bank’s wealth activities with thoseare shown in the business line. Commercial Banking recognized efficiencies in certain lines of business and utilized those efficiencies to invest in strategic initiatives, which is demonstrated by an efficiency ratio that only increased to 39.1% from 39.0%, after increased investment and related expenses. The Private Bank was integrated into Commercial Banking in April, resulting in a significant improvement in Private Bank financial performance and an increase in the level of quality referrals from Commercial Banking to the Private Bank. Credit quality continued strong with commercial classified,non-performing loans and net charge offs at low levels.table below.

Mr. Mhatre continued to lead Community Banking along its Transformational Strategic Roadmap to deliverpre-tax,pre-provision net revenue of $118 million, with year-over-year growth of 9% – resulting in a line of businesspre-tax,pre-provision financial score of 126%. Coupled with a strategic performance score of over 100%, the total line of business performance score closed at 121%. Community Banking continued to optimize its business model and digitize processes by delivering automated, electronic, mobile services that meet rapidly changing preferences of consumers and businesses, while improving high value customer share and customer satisfaction. Balances grew in each category with loans, deposits and investment assets under administration increasing year over year by 3%, 5% and 13%, respectively. 2017 was a record year for growth in total balances, and average balances per household were up significantly, highlighting progress in growing high value relationships. Investments in electronic infrastructure continued to drive self-service as reflected in 70% of all balance changing transactions being conducted through self-service channels, and number of mobile banking customers growing by 11%. Efficiency improvement initiatives such as ‘Fast-Track’ business loans significantly reduced loan turn times, while improving corresponding customer demand, pull through rates and overall experience. The Boston program balances grew to $425 million and $303 million in deposits and loans respectively, consistent with our long-term goals for that market. Community Banking continued to maintain its‘best-in-class’ customer satisfaction and net promoter scores.

20172018 Annual Cash Incentive Compensation Awarded in February 2018

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

24

25

Discretionary Adjustment for Individual Performance -Based on the CEO’s assessment of each NEO’s individual performance measured against specific performance objectives and overall, the CEO may use discretion to determine 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 NEOs 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 performance 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 February 2019 meeting, the Committee decided to give Mr. Ciulla a positive adjustment to his incentive payment in recognition of the strong performance of the Company led by Mr. Ciulla in his first year as President and CEO.

The CEO made the following positive adjustments to the calculated annual cash incentive awards for Messrs. MacInnes, Motl, Mhatre, and Wilkins: A positive adjustment was made to Mr. MacInnes’ incentive payment in recognition of his contributions related to strategic planning and execution. A positive adjustment was made to Mr. Motl’s incentive payment in recognition of his (i) strategic execution inbuilding-out and expanding our Sponsor and Specialty and Capital Markets businesses and capabilities, all of which created significant value to the franchise, and (ii) his successful management of the Private Bank. A positive adjustment for Mr. Mhatre was made in recognition of his leading the strategic optimization of Community Banking and for his expanded responsibilities. A positive adjustment was made for Mr. Wilkins in recognition of HSA’s performance versus peers (account and deposit growth) as well as strengthening HSA operations.

A thorough review of risk management in the areas of regulatory, internal audit, operating and credit compliance and Sarbanes-Oxley (SOX) took place. As a result of the review, no downward adjustments were made to the annual cash incentive payments of the CEO or the NEOs.

The CEO, in consultation with the President, made the following positive adjustments to the calculated annual cash incentive awards for Messrs. MacInnes and Motl: A positive adjustment was made to Mr. MacInnes’ incentive payment in recognition of his assistance in activities relating to the CEO succession. A positive adjustment was made to Mr. Motl’s incentive payment in recognition of his (i) strategic execution inbuilding-out and expanding our Sponsor and Specialty and Capital Markets businesses and capabilities, all of which created significant value to the franchise, and (ii) his successful integration of the Private Bank into Commercial Banking which resulted in increased profitability for the bank and an expanded leadership role for Mr. Motl.

20172018 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:below.

2627

Long-Term Incentive Compensation – Plan Overview

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

Performance Shares: Performance Shares vest at the conclusion of the three-year performance period and the Committee certifies the results based 50% on Company three-year total shareholder return relative to Webster’s Peer Group and 50% 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 basedperformance-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, actual awards will be interpolated between threshold and 150% of target.

The Committee may increase or decrease the CEO’s LTI award or the other NEOs’ LTI award 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.

27

2018 Long Term Incentive Grant - The February 2018 LTI grants were made based in part on each NEO’s 2017 performance and granted based on the NEOs’ 2017 base pay and LTI target percent. The Committee approved grants at target for the CEO and each NEO, as shown in the tablechart below.

Two-year Supplemental Summary Compensation Table

This table is not required but we included it because our 2018 grants are based in part on 2017 performance.

The chart below shows total direct compensation approved by the Committee for 2016 and 2017 performance. LTI grants made in February 2017 are based in part on 2016 performance and are reflected in the 2016 Total Direct Compensation. LTI grants made in February 2018 are based in part on 2017 performance and are reflected in 2017 Total Direct Compensation. Although the 2018 grants will be discussed in next year’s CD&A, we have voluntarily disclosed the grants in the table set forth below. The 2017 and 2018 grants were in Performance Shares and time-vested restricted stock as described above.

28

Other Executive Benefits

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.

Post-Termination Arrangements

Webster’s change in control practices are designed to retain the NEOs during rumored 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 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.

Executive Stock Ownership

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, NEOs are required to continue to hold all net vested restricted stock 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, 2017,2018, all NEOs with the exception of the CEO have met the stock ownership guidelines.

30

previously structured so that certain awards qualified for a performance-based compensation exemption from the chief financial officer to the extent the compensation paid to any such person exceeds $1,000,000, unless such compensationdeduction limitation, that exemption was based on performance goals determined by a Committee consisting solely of two or morenon-employee directors and the performance goals are approved by the shareholders prior to payment. This rule was changedeliminated beginning in 2018 however, Webster will endeavoras a result of the passage of the Tax Cuts and Jobs Act, other than with respect to maintain this performance-based exemption for 2017 annual incentive payments andmade pursuant to certain grandfathered arrangements. The Company believes that the outstanding performance shares in the long-term incentive program until such payments are made pursuantthat vested in 2018, as well certain performance shares awarded prior to 2018 that may vest in the future, qualify as performance-based pay under the applicable grandfathering rules under IRC Section 162(m). However, whilerules. While the Compensation Committee recognizesconsiders deductibility as one factor in determining executive compensation, the importanceCompensation 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 tax deductibility and endeavors to formulate itsour executive compensation program in atax-effective manner, it also believes it is critical to balanceeven if the awards are not deductible for tax deductibility with ensuring that Webster’s programs are designed appropriately to recognize and reward executive performance, such that at times current tax deductibility limits may be exceeded.purposes.

COMPENSATION OF EXECUTIVE OFFICERS

The following tables contain certain compensation information for the President and CEO, President, Chief Financial Officer, Executive Vice President, Commercial Banking, Executive Vice President, Community Banking, and Executive Vice President, Community Banking.HSA Bank.

Summary Compensation Table

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 named executives may never receive.

31

32

Grants of Plan-Based Awards

During the fiscal year ended December 31, 2017,2018, the following table displays allnon-equity incentive plan and equity incentive plan awards that were made to the NEO.NEOs.