SCHEDULE 14A
(Rule 14a-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.   )
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 Soliciting Material Under Rule 14a-12
United Financial Bancorp, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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ufbancorplogorgb3a34.jpg
April 4, 20163, 2019
Dear Shareholder:
You are cordially invited to attend the annual meeting of shareholders of United Financial Bancorp, Inc. (the “Company”). The meeting will be held at the Connecticut Science Center, 250 Columbus Boulevard, Hartford, Connecticut 06103 on Thursday,Monday, May 19, 201613, 2019 at 10:11:00 a.m.
At the Annual Meeting you will be asked to: (1) elect one Director;two Directors; (2) consider and approve an advisory (non-binding) proposal on the Company’s executive compensation; (3) ratify the appointment of Wolf & Company, P.C. as our independent auditors for the current year; and (4) transact such other business as may properly come before the Annual Meeting or any adjournments thereof.
The Board of Directors unanimously recommends that you vote FOR the election of the Board’s nomineenominees for election as Director; FOR the pay package;package and FOR the ratification of Wolf & Company, P.C. as our independent auditors.
We encourage you to read the accompanying Proxy Statement, which provides information regarding United Financial Bancorp, Inc. and the matters to be voted on at the Annual Meeting. We have also enclosed a copy of our 20152018 Annual Report to Shareholders, which includes United Financial Bancorp, Inc.’s Annual Report to the SEC on Form 10-K for the year ended December 31, 2015.2018.
It is important that your shares are represented at this meeting, whether or not you attend the meeting in person and regardless of the number of shares you own. To make sure your shares are represented, we urge you to complete and mail the enclosed proxy card. If you attend the meeting, you may vote in person even if you have previously voted.
We look forward to seeing you at the meeting.
 
                        
 
Sincerely,    
/s/ William H. W.H.W. Crawford, IV
William H. W. Crawford, IV
Chief Executive Officer and President
                        




UNITED FINANCIAL BANCORP, INC.ufbancorplogorgb3a33.jpg
45 Glastonbury Boulevard, Glastonbury,225 Asylum Street, Hartford, CT 0603306103
866-959-2265
 
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 19, 2016
13, 2019
 
NOTICE IS HEREBY GIVEN that the 20162019 Annual Meeting of Shareholders (the “Annual Meeting”) of United Financial Bancorp, Inc. (the “Company” or “United”), the holding company for United Bank (the “Bank”), will be held on Thursday,Monday, May 19, 2016,13, 2019, at 10:11:00 a.m., at the Connecticut Science Center, 250 Columbus Boulevard, Hartford, Connecticut 06103 for the following purposes:
  
1.To elect one (1) Directortwo (2) Directors of the Company.
2.To consider and approve an advisory (non-binding) proposal on the Company’s executive compensation.
3.To ratify the appointment of Wolf & Company, P.C. as independent auditors of the Company for the year ending December 31, 2016.
2019.
4.To transact such other business as may properly come before the Annual Meeting or any adjournments thereof.
NOTE: The Board of Directors is not aware of any other business to come before the Annual Meeting.
Pursuant to the Company’s bylaws, the Board of Directors of the Company has fixed the close of business on March 10, 2016,4, 2019, as the record date for the determination of shareholders entitled to vote at the Annual Meeting. Only holders of common stockCommon Stock 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.
YOUR VOTE IS IMPORTANT
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE DATE, SIGN AND COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON IF YOU DO ATTEND THE ANNUAL MEETING.
 
                        
 
By Order of the Board of Directors
 
/s/ Marliese L. Shaw
Marliese L. Shaw
Corporate Secretary


Glastonbury,Hartford, Connecticut
April 4, 20163, 2019





UNITED FINANCIAL BANCORP, INC.
45 Glastonbury Boulevard, Glastonbury,225 Asylum Street, Hartford, CT 0603306103
866-959-2265
 
 
PROXY STATEMENT
 
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of United Financial Bancorp, Inc. (the “Company” or “United”), the holding company for United Bank (the “Bank”), to be used at the Annual Meeting of Shareholders of the Company (the “Annual Meeting”) which will be held at the Connecticut Science Center, 250 Columbus Boulevard, Hartford, Connecticut 06103 on Thursday,Monday, May 19, 201613, 2019 at 10:11:00 a.m., and at any adjournment thereof. This Proxy Statement is expected to be first mailed to shareholders on or about April 4, 2016.3, 2019.

MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

The Annual Meeting has been called for the following purposes: (1) to elect one Directortwo Directors of the Company; (2) to consider and approve an advisory (non-binding) proposal on the Company’s executive compensation; (3) to ratify the appointment of Wolf & Company, P.C. as our independent auditors for the year ending December 31, 2016;2019; and (4) to transact such other business as may properly come before the Annual Meeting or any adjournments thereof.

If you vote using the enclosed form of proxy, your shares will be voted in accordance with the instructions indicated. Executed but unmarked proxies will be voted FOR the election of the Board’s nomineenominees as Director; FOR the compensation package; and FOR the ratification of the appointment of United’s independent auditors. 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.

SOLICITATION OF PROXIES

All costs of the solicitation of proxies will be borne by the Company. In addition to solicitation by mail, Directors, officers and other employees of the Company or the Bank may solicit proxies personally, by telephone or other means without additional compensation. The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of the common stock.Common Stock. The Company has also retained Morrow & Co.,Sodali LLC, 470 West Avenue, Stamford, Connecticut 06902, a proxy soliciting firm, to assist in the solicitation of proxies at a fee of $12,500,$11,000, plus reimbursement of certain out-of-pocket expenses.

REVOCATION OF PROXIES

Shareholders who execute proxies retain the right to revoke them. A shareholder giving a proxy may revoke it at any time prior to its exercise by (i) filing with the Secretary of the Company written notice of revocation, (ii) submitting a duly-executed proxy bearing a later date, or (iii) appearing at the Annual Meeting and voting in person. Unless so revoked, the shares represented by the proxies will be voted according to the shareholder’s instructions on the proxy or, if no instructions are given, in favor of the proposals described in this Proxy Statement. In addition, shares represented by proxies will be voted as directed by the Board of Directors with respect to any other matters that may properly come before the Annual Meeting or any adjournment. Proxies solicited by this Proxy Statement may be exercised only at the Annual Meeting and any adjournment thereof and will not be used for any other meeting.

WHO CAN VOTE

Only shareholders of record as of the close of business on March 10, 2016,4, 2019, are entitled to vote at the Annual Meeting. As of March 10, 2016,4, 2019, there were approximately 50,015,37951,128,470 shares of common stock,the Company's Common Stock, no par value (the “Common Stock”), issued and outstanding. The Company has no other class of securities outstanding at this time. Each share of Common Stock is entitled to one vote except as described below. All votes, whether voted in person or by proxy, will be tabulated by the Company’s Inspector of Elections appointed for the Annual Meeting by the Board of Directors. Abstentions and broker non-votes are counted for purposes of establishing a quorum. Pursuant to the Company’s Certificate of Incorporation, shareholders are not entitled to cumulate their votes for the election of Directors. The presence, in person or by proxy, of the holders of at least a majority of the total number of outstanding shares of Common Stock entitled to vote at the Annual Meeting (after subtracting any shares in excess of the Limit described below) is necessary to constitute a quorum.




As provided in the Company’s Certificate of Incorporation, holders of Common Stock who beneficially own in excess of 10% of the outstanding shares of Common Stock (the “Limit”) are not entitled to vote with respect to shares held in excess of the Limit. A person or entity is deemed to beneficially own shares owned by an affiliate of, as well as by persons acting in concert with, such person or entity. The Company’s Certificate of Incorporation authorizes the Board of Directors to (i) make all determinations necessary to implement and apply the Limit, including determining whether persons or entities are acting in concert, and (ii) demand that any person who is reasonably believed to beneficially own Common Stock in excess of the Limit supply information to the Company to enable the Board of Directors to implement and apply the Limit.

VOTING PROCEDURES

There is no cumulative voting for the election of Directors, and they are elected by a pluralitymajority of the vote.votes cast (broker non-votes are not deemed to be “cast”) at a meeting of shareholders at which Directors are to be elected, with a plurality vote standard retained in the event of contested Director elections. At the Annual Meeting, one Director hastwo Directors have been nominated and are not contested for a term of four years. Ratification of the appointment of the independent auditors requires the affirmative vote of a majority of the shares present or represented at the Annual Meeting and entitled to vote on the matter. An abstention by a shareholder present or represented at the Annual Meeting will have the same effect as a vote against the proposal to ratify the appointment of the independent auditors. Broker non-votes, however, are not counted as present and entitled to vote on the proposal, and have no effect on that vote. All of the matters to be voted on except the ratification of the auditors are considered “non-routine” matters. Therefore, if you do not provide your broker or nominee with voting instructions with regard to those matters, your broker or nominee will not be able to vote your shares on these votes.matters. If you prefer, you may vote by using the telephone or Internet. For information on submitting your proxy or voting by telephone or Internet, please refer to the instructions on the enclosed proxy.

Approval of the Company’s Executive Compensation as described in the Compensation Discussion and Analysis and the tabular disclosure regarding named executive officer compensation (together with the accompanying narrative disclosure) in this Proxy Statement (Proposal 2). Approval of this non-binding advisory vote on the Company’s executive compensation as described in this Proxy Statement requires the affirmative vote of holders of a majority of our common stockCommon Stock present in person or represented by proxy and entitled to vote on the matter. An abstention by a shareholder present or represented at the Annual Meeting will have the same effect as a vote against the proposal to consider and approve the Company’s executive compensation. Broker non-votes, however, are not counted as present and entitled to vote on the proposal, and have no effect on that vote. Because this proposal is advisory, it will not be binding upon the Board of Directors if approved. However, the Compensation Committee and the Board of Directors will take into account the outcome of the vote when considering future executive compensation arrangements.

Executed but unmarked proxies will be voted FOR all proposals.

Except for procedural matters incident to the conduct of the Annual Meeting, the Company 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 properly come before the Annual Meeting, the persons named as proxies will vote upon such matters as determined by a majority of the Board of Directors.

Enclosed with this Proxy Statement is United Financial Bancorp, Inc.’s Annual Report to Shareholders for the year ended December 31, 2015,2018, which includes United Financial Bancorp, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015.2018.

CORPORATE GOVERNANCE

General
The Company formerly known as Rockville Financial, Inc. was formed on September 13, 2010 as a state-chartered, stock holding company in anticipation of the second step conversion of its predecessor mutual holding company, Rockville Financial, MHC, Inc. Fifty-five percent of the Company’s common stockCommon Stock was owned by Rockville Financial MHC, Inc., a state-chartered mutual holding company and the Company held all of the common stock of Rockville Bank (the “Bank”).

On March 3, 2011, the Company completed a plan of conversion and reorganization whereby Rockville Financial MHC, Inc. converted from a partially public mutual holding company structure to a fully public stock holding company structure. At that time, Rockville Financial MHC, Inc. ceased to exist and Rockville Bank became a wholly-owned subsidiary of Rockville Financial, Inc.

The Company completed a merger of equals (the “Merger”) with United Financial Bancorp, Inc. (“Legacy United”) on April 30, 2014,2014. The Company was the legal acquirer and changed its name to United Financial Bancorp, Inc. in connection


with the Merger. United Bank, a wholly-owned subsidiary of the legacy United Financial Bancorp, Inc., merged with and into Rockville Bank, and

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Rockville Bank changed its name to United Bank upon legal close. References in this proxy statement to the Company prior to the date of the Merger refer to Pre-Merger Rockville Financial, Inc. (“Rockville” or “Legacy Rockville”).

The business and affairs of the Company are managed by or under the direction of its Board of Directors. Members of the Board of Directors inform themselves of the Company’s business through discussions with its Chief Executive Officer and President, and with other key members of management, by reviewing materials provided to them, and by participating in meetings of the Board of Directors and its committees.

Board Leadership Structure

The Company separates the roles of Chief Executive Officer and Chairman of the Board in recognition of the differences between the two roles. Our Chief Executive Officer is responsible for setting the strategic direction for the Company, providing day-to-day leadership and managing our performance. The Chairman of the Board provides guidance to our Chief Executive Officer, works with our Chief Executive Officer to set the agenda for Board meetings and presides over meetings of the full Board, including executive sessions of the independent directors.Directors.

Risk Oversight

The Board of Directors of the Company (the “Board”) has the primary responsibility for general risk oversight of the Company with the Risk Committee of the BankCompany responsible for monitoring interest rate, credit, liquidity, strategic, technology and operational risk, and the Audit Committee of the Company responsible for monitoring financial risk. The Board and the Risk Committee periodically review Management’s implementation of a comprehensive Risk Management Program to identify, assess, mitigate, monitor, and most importantly communicate risk profiles inherent within the organization. Management assumes the responsibility for identifying and assessing various risks for the Board, Risk Committee and Audit Committee to ensure both proper mitigation and remediation plans are in place as well as compliance with all regulatory guidelines. The Company’s Risk division includes a Chief Risk Officer (“CRO”) whomwho reports directly to the Chief Executive Officer, as well as a dedicated Information Security Officer, Compliance Director, Director of Enterprise Risk Manager,Management, Branch Review Officer, SecurityBusiness Continuity Officer and BSA/AML/OFACBSA and Fraud Officer reporting to the CRO. The Director of Internal Audit additionally monitors risk and reports to the Audit Committee. Numerous initiatives were implemented throughout 20152018 to continue to provide the Board, Risk Committee and Audit Committee information in a timely manner to facilitate effective risk mitigation efforts throughout the organization. The Board’s oversight is also augmented by the Risk Steering Committee, which is chaired by the CRO and includes a slate of voting members comprised of most members of Executive Management, and the Enterprise Risk Management Officer. The Board’s oversight is additionallyas well as augmented by the Risk Management Committee, which is also chaired by the CRO, as well asand includes a slate of voting members comprised of Risk Division officers as well as officers throughout the Company.

As a regulated financial institution, United Bank is examined on a Federal and State mandated schedule, by the respective banking authorities. The results of these examinations are presented to the full Board promptly and fully, along with Management’s formal response as prepared for and forwarded to the respective Federal or State agencies. Any findings and recommendations contained in the Reports of Examination, as well as Internal Audit reports, are promptly implemented for corrective action and formally tracked by the Director of Internal Audit and directly communicated to the Audit Committee. These formalized processes provide a consistent, transparent, very detailed and “strong” review of any areas of concern and serve as additional risk management oversight. Risk management is also incorporated into the Compensation Committee process in the form of a risk assessment for various compensation plans as approved by the CRO.

Independence of Board of Directors and Members of Its Committees

It is the policy of the Company’s Board of Directors that a majority of its Directors be independent of the Company and its subsidiaries within the meaning of applicable laws and regulations and the listing standards of the NASDAQ Global Select Market. The Governance and Nominating Committee reviews the independence of Board members on an ongoing basis and, at least once a year, makes a determination of each Director’s independence against the independence criteria and delivers a report to the Board.

Since the Company’s formation in 2004 and full conversion in 2011 and for many years prior thereto as a mutual savings bank, the Company’s Board of Directors has been chaired by an independent member of the Board. The Chairman of the Board works with the Chief Executive Officer and President on Board procedures so as to maintain objectivity while at the same time taking advantage of the banking experience and insight of management in order to make effective use of the Board for the Company’s benefit. The Board believes it important to retain the flexibility to allocate the responsibilities of the office of Chairman of the Board in any manner that it determines from time to time to be in the best interests of the Company.


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The Holding Company’s Board of Directors has affirmatively determined that the DirectorDirectors nominated for election at the Annual Meeting, and all Directors of the Company whose terms continue, and all former Directors of the Company who served in that position during 2015, are independent, with the exception of William H. W. Crawford, IV, the Company’s Chief Executive Officer.Officer and President. The Company’s Board of Directors has also affirmatively determined the Board’s Audit Committee is comprised entirely of independent Directors within the meaning of applicable laws and regulations, the listing standards of the NASDAQ Global Select Market and the Company’s corporate guidelines as set forth in the Company’s Audit Committee Charter. In addition, the Company’s Board of Directors has affirmatively determined that the Board’s Compensation Committee and Governance and Nominating Committee are comprised entirely of independent Directors within the meaning of applicable laws and regulations, and the listing standards of the NASDAQ Global Select Market.

Independence Standards

As described above, the Company’s Board of Directors examines the independence of its members annually. In order for a Director to be considered independent, the Board must determine that the Director has no material relationship with the Company or its affiliates, either directly or as a partner, shareholder or officer of an organization that has such a material relationship. At a minimum, a Director will not be considered independent if, among other things, the Director:
1.Has been employed by the Company or its affiliates in the current year or past three years.
2.Has accepted, or has an immediate family member who has accepted, any compensation from the Company or its affiliates in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence (except for board services, retirement plan benefits, non-discretionary compensation or loans made by the Bank in accordance with applicable banking regulations).
3.Has an immediate family member who is, or has been in the past three years, employed by the Company or its affiliates as an executive officer.
4.Has been or has an immediate family member who has been, a partner in, a controlling shareholder or an executive officer of any organization to which the Company made or from which it received, payments (other than those which arise solely from investments in the Company’s securities or under non-discretionary charitable contribution matching programs) that exceed five percent of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, in any of the past three fiscal years.
5.Has been or has an immediate family member who has been employed as an executive of another entity where any of the Company’s executives serve or have served during the past three years on that entity’s compensation committee.
6.Is or has an immediate family member who is a current partner of the Company’s outside auditor, or was a partner or an employee of the Company’s outside auditor who worked on the Company’s audit at any time during any of the past three years.

Board Meetings and Committees

The business of the Company’s and the Bank’s Boards of Directors is conducted through regularly scheduled meetings and activities of the Boards and their committees. During 2015,2018, the Board of Directors of the Company held ten (10)eight (8) regular meetings and nofive (5) special meetings. No Director attended fewer than 75% of the aggregate of the Company’s Board and committee meetings in 2015,2018, of which he or she was a member, during the period he or she was a Director and a committee member.

Director Attendance at Annual Meetings of Shareholders

It is the Company’s policy to encourage the attendance of each member of the Board of Directors at the Company’s Annual Meeting of Shareholders. The Company expects all of its Directors to attend the Annual Meeting. Last year, all of the Directors attended the 20152018 Annual Meeting.

Committees of the Boards of Directors

The Company’s Board of Directors has four committees as described below:five committees: the Audit Committee, the Compensation Committee, the Executive Committee, and the Governance and Nominating Committee. The Bank’s Board of Directors has a Risk Committee in addition to the four committees described above. The current members of the committees of the Boards of Directors of the Company and the Bank are as follows:


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Committees ofRisk Committee. Each committee operates under a written charter approved by the Board of Directors that governs its composition, responsibilities and operation. Each committee reviews and reassesses the adequacy of its charter at least annually. The current charters of all five committees can be found on the Company
Governance and Nominating
Executive CommitteeCommitteeCompensation Committee
Michael A. BarsPaula A. AielloPaula A. Aiello
Michael F. Crowley
Michael A. Bars, Company’s website under the link entitled “Corporate Overview - Governance Documents” at www.unitedfinancialinc.com.Vice Chair
Kristen A. Johnson, Chair
Kristen A. Johnson
Michael F. Crowley, Chair
Carol A. Leary, Vice Chair
Carol A. LearyKristen A. JohnsonRaymond H. Lefurge, Jr.
Raymond H. Lefurge,Jr., Vice Chair
Carol A. Leary
Kevin E. RossRaymond H. Lefurge, Jr.
Robert A. Stewart, Jr., Chair
Robert A. Stewart, Jr.
Audit Committee
Paula A. Aiello, Vice Chair
Raymond H. Lefurge, Jr.
Kevin E. Ross, Chair
Robert A. Stewart, Jr.

Committees of the Board of Directors of the Bank
Executive CommitteeAudit CommitteeCompensation Committee
Michael A. Bars
Paula A. Aiello, Vice Chair
Paula A. Aiello
Michael F. CrowleyDavid A. EngelsonC. Perry Chilberg
Kristen A. JohnsonRaymond H. Lefurge, Jr.Carol Moore Cutting
Carol A. LearyDavid J. O’Connor
Kristen A. Johnson, Chair
Raymond H. Lefurge,Jr., Vice Chair
Rosemarie Novello Papa
Carol A. Leary, Vice Chair
Kevin E. Ross
Kevin E. Ross, Chair
Raymond H. Lefurge, Jr.
Robert A. Stewart, Jr., Chair
Robert A. Stewart, Jr.Rosemarie Novello Papa
Richard M. Tkacz
Governance and Nominating
CommitteeRisk Committee
Paula A. Aiello
Michael A. Bars, Chair
Michael A. Bars, Vice Chair
C. Perry Chilberg
Michael F. Crowley, Chair
Michael F. Crowley
Kristen A. JohnsonCarol Moore Cutting
Carol A. Leary
David J. O’Connor, Vice Chair
Raymond H. Lefurge, Jr.Richard M. Tkacz
Robert A. Stewart, Jr.
These documents also can be requested in print by writing to Marliese L. Shaw, Corporate Secretary and Investor Relations, United Financial Bancorp, Inc., 225 Asylum Street, Hartford, CT 06103. Ms. Shaw can be reached by e-mail at: mshaw@bankatunited.com.

The 2018 Committee Structure
DirectorsAudit CommitteeCompensation CommitteeExecutive CommitteeGovernance and Nominating CommitteeRisk Committee
Paula A. AielloŸ   VC
Michael A. Bars  ŸVCC
Michael F. Crowley ŸŸC 
Kristen A. Johnson CŸŸ 
Carol A. LearyŸVC Ÿ 
Raymond H. Lefurge, Jr.VCŸVC Ÿ
Kevin E. RossC Ÿ Ÿ
Robert A. Stewart, Jr. ŸCŸ 
Number of Meetings in 2018910no meetings68
C    Denotes Committee Chairperson.
VC    Denotes Committee Vice Chairperson.

Audit Committee

The Audit Committee of the Company’s Board of Directors meets periodically with the Company’s independent registered public accounting firm and management to review accounting, auditing, internal audit, compliance and financial reporting matters. This committee met ten (10) times during the year ended December 31, 2015. Each member of the Audit Committee is independent in accordance with the listing standards of the NASDAQ Global Select Market and the Securities and Exchange Commission’s (“SEC”) Audit Committee independence standards. The Board of Directors has determined that Mr. Lefurge is an audit committee financial expert under the rules of the SEC. The Audit Committee acts under a written charter adopted by the Board of Directors. The Audit Committee Charter can be found on the Company’s website under the link entitled “Corporate Overview - Governance Documents” at www.unitedfinancialinc.com. This document also can be requested in print by writing to Marliese L. Shaw, Corporate Secretary and Investor Relations, United Financial Bancorp, Inc., 45 Glastonbury Boulevard, Glastonbury, CT 06033. Ms. Shaw can be reached by e-mail at: mshaw@bankatunited.com. All of the members of the Audit Committee have a basic understanding of finance and accounting and are able to read and understand fundamental financial statements.

The Compensation Committee of the Company’s Board of Directors met fourteen (14) times during the year ended December 31, 2015. The Compensation Committee acts under a written charter adopted by the Board of Directors. The Compensation Committee Charter can be found on the Company’s website under the link entitled “Corporate Overview - Governance Documents” at www.unitedfinancialinc.com. This document also can be requested in print by writing to Marliese L.

5


Shaw, Corporate Secretary and Investor Relations, United Financial Bancorp, Inc., 45 Glastonbury Boulevard, Glastonbury, CT 06033. Ms. Shaw can be reached by e-mail at: mshaw@bankatunited.com.

The Executive Committee of the Company’s Board of Directors met nine (9) times during the year ended December 31, 2015. The Executive Committee acts under a written charter adopted by the Board of Directors. The Executive Committee Charter can be found on the Company’s website under the link entitled “Corporate Overview - Governance Documents” at www.unitedfinancialinc.com. This document also can be requested in print by writing to Marliese L. Shaw, Corporate Secretary and Investor Relations, United Financial Bancorp, Inc., 45 Glastonbury Boulevard, Glastonbury, CT 06033. Ms. Shaw can be reached by e-mail at: mshaw@bankatunited.com.

The Risk Committee of the Bank’s Board of Directors met eight (8) times during the year ended December 31, 2015. The Risk Committee acts under a written charter adopted by the Board of Directors of the Bank. The Risk Committee Charter can be found on the Company’s website under the link entitled “Corporate Overview - Governance Documents” at www.unitedfinancialinc.com. This document also can be requested in print by writing to Marliese L. Shaw, Corporate Secretary and Investor Relations, United Financial Bancorp, Inc., 45 Glastonbury Boulevard, Glastonbury, CT 06033. Ms. Shaw can be reached by e-mail at: mshaw@bankatunited.com.

Compensation Committee Interlocks and Insider Participation

Each member of the Compensation Committee of the Company’s Board of Directors is independent in accordance with the listing standards of the NASDAQ Global Select Market. There were no Compensation Committee “interlocks” during 2015,2018, which generally means that no executive officer of the Company served as a member of the compensation committee or board of directors of another non-tax-exempt company, an executive officer of which serves on the Company’s Compensation Committee.Committee or Board of Directors.

The Governance and Nominating Committee and Selection of Nominees for the Board

The Company has adopted a Governance and Nominating Committee Charter.Charter and Governance Guidelines. The Governance and Nominating Committee Charter, as well as the Governance Guidelines, can be found on the Company’s website under the link entitled “Corporate Overview - Governance Documents” at www.unitedfinancialinc.com. This document also can be requested in print by writing to Marliese L. Shaw, Corporate Secretary and Investor Relations, United Financial Bancorp, Inc., 45 Glastonbury Boulevard, Glastonbury, CT 06033. Ms. Shaw can be reached by e-mail at: mshaw@bankatunited.com. ThisThe Charter sets forth the procedure for selecting (i) Director nominees for election and/or re-election to the Board of Directors at the annual meeting of shareholders, (ii) candidates to fill vacancies on the Board in between annual meetings of shareholders, and (iii) Board members for membership on Board committees. This committee met four (4) times during the year ended December 31, 2015.

The Governance and Nominating Committee is responsible for recommending current Directors for re-nomination and for identifying and recruiting Director candidates as needed. Director candidates are recommended based upon their character and track record of accomplishments in leadership roles as well as their professional and corporate experience, skills and expertise; and more specifically based upon their observance of the highest standards of business and personal ethics and integrity, their active support of community activities in our market area, and their willingness to participate in appropriate business development efforts and Bank outreach events. Current Directors whose terms are expiring and those persons nominated by shareholders, if any, are reviewed under similar considerations, and also based on contribution, change of status and commitment to the Company. The Governance and Nominating Committee seeks to align Board composition with the Company’s strategic direction so that the Board’s members bring skills, experience and background that are relevant to the key strategic and operational issues that they


will review, oversee and approve. Because being the best community bank in our market is a cornerstone of United Bank’s strategic direction, community outreach and community leadership are important considerations in reviewing and selecting directorDirector candidates. Because the Company is a financial institution, familiarity with financial matters and business acumen are other important considerations. The Governance and Nominating Committee and the other members of the Board view the Company’s Board of Directors as a deliberative body and seek members who are willing to learn from each other and deliberate issues as they arise. The Governance and Nominating Committee completes an evaluation of the Board and its Committees annually and presents those results to the Company’s Board of Directors.

The Company does not have a diversity policy relating to Board membership, nor has it articulated a specific definition of diversity in this context.

During the period extending from April 30, 2014 through the 2017 annual meeting of shareholders (the “Three-Year Period”), but excluding nominations with respect to the 2017 annual meeting of shareholders,In addition, the Governance and Nominating Committee is authorized to propose Director nominees for election and/or re-election to the Board in accordancereviews all transactions with applicable

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federal securities laws and applicable stock exchange listing regulations, by majority voterelated parties, as further described on page 3 of the Legacy Rockville Directors serving on thethis Proxy Statement. The Governance and Nominating Committee (with respectoversees the continuing education programs for all Directors. To assist in remaining current with their board duties and committee responsibilities, the Company's Board participates in the Bank Director's Membership Program. This Program offers the Directors access to electionthe BankDirector.com online video training series, a wide range of a successor to a Legacy Rockville Director) or by majority vote of the Legacy United Directors servingin-person conferences, periodic digital magazine, peer-based and webinar educational programs on the Governancecorporate governance, committee duties, board leadership and Nominating Committee (with respect to election of a successor to a Legacy United Director), as the case may be. In filling any vacancy on the Board of Directors during the Three-Year Period, the Board must consider only nominees recommended by the Governance and Nominating Committee.industry developments.

The nomineefollowing table states our Directors’ names, their ages as of December 31, 2018, the years they began serving as Directors and the years their current term expires.

  Position(s) held with United Financial Bancorp, Inc. Age 
Director
Since(1)
 
Expiration of
Term
Nominees        
Paula A. Aiello Director 56 2008 2019
Kevin E. Ross Director 66 1991 2019
         
Retiring Director        
Carol A. Leary Director 71 2001 2019
         
Continuing Directors        
Robert A. Stewart, Jr. Chairman 67 1991 2020
Michael A. Bars Director 63 2003 2021
Kristen A. Johnson Director 52 2010 2021
William H. W. Crawford, IV Director, Chief Executive Officer and President 53 2011 2022
Michael F. Crowley Director 60 2001 2022
Raymond H. Lefurge, Jr. Vice Chairman 69 2003 2022
(1)The reported date is the date the individual became a Director of Rockville Bank or United Bank. Each of Ms. Aiello, Dr. Leary and Messrs. Ross, Stewart and Crowley joined the Board of Directors of the Company upon the closing of the Merger on April 30, 2014.

The nominees for election as a Director at the annual meeting described below under “Election of Directors (Proposal 1)” waswere recommended to the Board by the Governance and Nominating Committee in accordance with the procedures set forth above. In determining to recommend re-election of the DirectorDirectors whose term expiresterms expire in 2015,2019, the Governance and Nominating Committee and the Board reviewed the specific credentials of the nomineenominees and the general skill set and experience of the Board. One current Director whose term expires at this meeting, Dr. Leary, has reached the mandatory retirement age which makes her ineligible for re-election. Although the Governance and Nominating Committee may choose to recommend an increase in Board size in the future, it also determined that the nine (9)eight (8) remaining Directors, including the nominee,nominees, collectively have the requisite skill sets and experience to enable the Board to operate effectively. Although the Governance and Nominating Committee and Board considered all aspects of the nominees’ credentials and experience, the following attributes were influential in its determination:

Mr. StewartMs. Aiello is the presidentChief Financial Officer and Vice President of an insurance agencyAdministration for Youth Opportunities Upheld, Inc. in Worcester, Massachusetts. She is a certified public accountant and is a member of the Massachusetts Society of Certified Public Accountants, the American Institute of Certified Public Accountants and the Central Massachusetts Financial Executives


Organization. Ms. Aiello earned a Bachelor of Science degree in Business Administration with a major in Accounting from Bryant University. Her financial and leadership experience are valuable to the Board’s overall capabilities.

Mr. Ross is a consultant at Ross, Webber & Grinnell Insurance, located in Springfield, MassachusettsHolyoke, Massachusetts. Prior to 2018, Mr. Ross was a certified insurance counselor and the Vice President and Treasurer of Ross Insurance Agency, Inc., located in Holyoke, Massachusetts. He has served on the boardboards of directors of many civic associations and non-profit corporations over the years. Mr. Ross attended Worcester Academy and is currently a director and executive committee member of Behavioral Health Network, Inc.Bryant University. His expertiseexperience in matters relating tothe insurance and financial services industries, and his long time significant leadership and involvement in community service experience are valuable to the Board’s overall capabilities.

The eight (8)six (6) other members of the Company’s Board are currently serving terms that expire in 2017, 20182020, 2021 and 2019.2022. The Governance and Nominating Committee and the Board do not consider the qualifications of these individuals annually. However, in reviewing the candidates for nomination or re-nomination each year, the Governance and Nominating Committee and Board do consider the mix of talents and experience of the entire Board. Among other things, the Governance and Nominating Committee and the Board consider the following qualities or experience of those members whose terms expire in 2017, 20182020, 2021 and 20192022 to be significant and relevant:

Ms. Aiello is the Chief Financial Officer and Vice President of Administration for Youth Opportunities Upheld, Inc. in Worcester, Massachusetts. She is a certified public accountant and is a member of the Massachusetts Society of Certified Public Accountants, the American Institute of Certified Public Accountants and the Central Massachusetts Financial Executives Organization. Her financial and leadership experience are valuable to the Board’s overall capabilities.

Mr. Bars is a managing partner withof Kahan, Kerensky & Capossela, LLP, the largest law firm headquartered in Vernon, Connecticut and one of the largest law firms in Eastern Connecticut. Kahan, Kerensky & Capossela, LLP is a general practice law firm with offices in Vernon and Mansfield, Connecticut. Mr. Bars is a past member of the Board of Directors of The Hundred Club of Connecticut, Inc. and is a past Trustee and Chair of the Board of Trustees of Eastern Connecticut Health Network, Inc., a local health network which was acquired in September 2016. He has served on the boards of directors of numerous community organizations. Mr. Bars earned a Bachelor of Arts degree in English from the University of Massachusetts, a Juris Doctorate from Seton Hall University School of Law and a Master of Business Administration with a concentration in Finance from the University of Connecticut. His legal and community service experience are valuable to the Board’s overall capabilities.

Mr. Crawford, Chief Executive Officer and President joined the Company in 2011 as President and Chief Executive Officer and President of United Financial Bancorp, Inc. (formerly Rockville Financial, Inc.) and United Bank (formerly Rockville Bank). and held this position until the Merger, at which time Mr. Crawford's title became Chief Executive Officer of both entities. Mr. Crawford assumed the role of President again in November 2017. Prior to joining the Company, Mr.  Crawford served in numerous executive roles with Wells Fargo Bank, Wachovia Bank and SouthTrust Bank from 1997 to 2010 including: Executive Vice President, Commercial Banking, Eastern Virginia, Regional President/Executive Vice President in four different markets: Raleigh/Durham, Southeast Florida, Greensboro/Winston Salem and Norfolk/Virginia Beach. Mr. Crawford has 2730 years of industry experience including leading regional banks exceeding $4 billion in deposits and 1,000+ employee organizations. At United Bank, Mr. Crawford promotes an employee culture that emphasizes customer service, community giving and employee volunteerism. He currently serves as Chairman of the United Bank Foundation Connecticut, Inc., which supports hundreds of local nonprofits in Connecticut each year. He has received accolades in recent years for his civic engagement, including the Human Relations Award in 2014 from the National Conference of Community and Justice (NCCJ) and an Honorary Degree from Manchester Community College in 2013 for his commitment to supporting students seeking an affordable higher education. In addition, due to his extensive banking experience that spans nearly three decades, Mr. Crawford is frequently invited to speak at local, regional and national industry events. Mr. Crawford earned a Bachelor of Arts degree in Economics from the College of William & Mary.

Mr. Crowley is the presidentPresident of aCrowley Real Estate Appraisers, Inc. and M.F.C. Systems, Inc., companies located in Wilbraham, Massachusetts that provide commercial real estate appraisal, firm locatedrealty consultation and project management services in Wilbraham,the region. He develops and has ownership interests in a number of commercial real estate ventures in the Western Massachusetts region and has extensive experience in valuing commercial real estate throughout the region. Mr. Crowley is a current Director and Past President of the Springfield Riverfront Development Corporation, the real estate subsidiary of the Naismith Memorial Basketball Hall of Fame and has served on numerous civic and governmental boards of directors over the past 28 years. Mr. Crowley earned his Bachelor of Arts degree in Government from Western New England College, and he holds the MAI designation from the Appraisal Institute. His real estate subject matter expertise and community service experience are valuable to the Board’s overall capabilities.

Mr. Lefurge is a certified public accountant in public practice for over 48 years, and a member of the American Institute of Certified Public Accountants and Connecticut Society of Certified Public Accountants. He is the sole shareholder of the auditing, tax and accounting services firm of Lefurge & Gilbert, PC, CPAs, located in Vernon, Connecticut, where he also holds the position of President. Mr. Lefurge previously served as a director of a local publicly traded community bank and served as their Audit Committee Chairman. In addition, he served as a member of the Audit and Corporate Compliance Committee and the Planning Committee of the former Eastern Connecticut Health Network, a local health network which was acquired in September 2016. He additionally serves as trustee of an educational trust for the benefit of students of Vernon, Connecticut. He is an “audit committee


financial expert” under the rules of the SEC. Mr. Lefurge earned his Bachelor's degree in Accounting from the University of Dayton, Dayton, Ohio. His financial and leadership experience are valuable to the Board’s overall capabilities.

Ms. Johnson is the Vice President of Human Resources and Corporate Secretary of Connecticut Water Services,Service, Inc. in Clinton, Connecticut. Prior to joining Connecticut Water Services,Service, Inc., she served as Senior Vice President, Human Resources and Organizational Development Officer at Rockville Bank from 1996 to 2007. In addition to her leadership role at Connecticut Water Service, Inc., Ms. Johnson was appointed to that company's Board of Directors in 2018. She received a Bachelor of Arts degree from Elms College and earned a Master's degree from American International College in Human Resources Development. She is additionally a Certified Compensation Professional. Her human resources leadership and executive compensation, banking and related business experience, as well as her community service experience, are valuable to the Board’s overall capabilities.

Dr. LearyMr. Stewart is the President of Bay Path University,Chase, Clarke, Stewart & Fontana, Inc., an insurance agency located in Longmeadow, Massachusetts, and servesSpringfield, Massachusetts. He has served on the boardboards of directors of several major area not-for-profit organizations, including serving asmany civic associations and non-profit corporations, and is currently a director and executive committee member of the compensation committee for a major charitable foundation locatedBehavioral Health Network, Inc. Mr. Stewart earned his Bachelor's degree in Company’s local community. As the leader of a complex organization with hundreds of employees, Dr. Leary’s executive experience, as well as her extensive knowledge ofEnglish from Colgate University. His expertise in matters relating to insurance and financial services and community affairs, is valuable to the Board’s overall capabilities.


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Mr. Lefurge is a certified public accountant and the president of an accounting firm located in Vernon, Connecticut. He is in public practice for over 45 years, and is a member of the American Institute of Certified Public Accountants and Connecticut Society of Certified Public Accountants. He also is an “audit committee financial expert” under the rules of the SEC. His financial and leadershipservice experience are valuable to the Board’s overall capabilities.

Mr.ELECTION OF DIRECTORS
(Proposal 1)

The Certificate of Incorporation of the Company provides that the number of Directors shall not be fewer than eight (8) nor more than sixteen (16). Currently, the Board of Directors has set the number of Directors of the Company and of the Bank at eight (8). The Company’s Bylaws provide that no person age 70 or older is eligible for election and/or re-election as a Director. Dr. Carol A. Leary, a current Director, is at an age that makes her ineligible for re-election at the Annual Meeting. She will retire at this year’s Annual Meeting.

Two (2) Directors will be elected at the Annual Meeting to serve for a four-year term expiring in 2023. Following the recommendation of the Governance and Nominating Committee, the Board of Directors has recommended and nominated Paula A. Aiello and Kevin E. Ross, is current Board members, for re-election as Director. Except as noted below, there are no arrangements known to Management between Paula A. Aiello and Kevin E. Ross and any other person pursuant to which such nominee was selected. In accordance with the vice presidentBylaws of the Company, Paula A. Aiello and treasurerKevin E. Ross are entitled to be nominated at the 2019 Annual Meeting, subject to satisfaction of an insurance agency located in Holyoke, Massachusettsthe Company’s re-nomination policies and has servedcriteria applicable to incumbent Directors.

The persons named on the boardenclosed proxy intend to vote for the election of directors of many civic associationsMs. Aiello and non-profit corporations overMr. Ross, unless the years. His experience inproxy is marked by the insurance and financial services industries, and his long time significant leadership and involvement in community service are valuableshareholder to the Board’s overall capabilities.contrary. If Ms. Aiello or Mr. Ross is unable to serve, all valid proxies will be voted for the election of such substitute as the Board of Directors may recommend. The Board knows of no reason why Ms. Aiello or Mr. Ross might be unavailable to serve.

Shareholder Nominations for the Board

Nominations by shareholders of record will be considered by the Governance and Nominating Committee if such nomination is submitted in writing to the Secretary of the Company either by mail or in person at the principal offices of the Company located at 45 Glastonbury Boulevard, Glastonbury,225 Asylum Street, Hartford, CT 0603306103 not less than 100 days prior to any meeting of shareholders called for the election of Directors; provided however, that if fewer than 100 days’ notice of the meeting is given to shareholders, such nomination shall be mailed or delivered in person to the Secretary of the Company prior to the earlier of the close of business on the 10th day following (i) the date on which notice of such meeting was given to shareholders; or (ii) the date on which a public announcement of such meeting was first made.

To be considered, the shareholder’s nomination must contain (i) the name, age, business address and residence address of each proposed nominee; (ii) the principal occupation of each proposed nominee; (iii) the total number of shares of common stockCommon Stock of the Company that will be voted for each proposed nominee; (iv) the name and address of the notifying shareholder; (v) the number of shares of common stockCommon Stock of the Company that are beneficially owned by the notifying shareholder; (vi) any other information relating to the proposed nominee as required to be included in a proxy statement filed pursuant to the proxy rules of the SEC; and (vii) the nominee’s written consent to serve as a Director if elected.






Code of Ethics

The Company’s Standards of Conduct Policy is designed to promote the highest standards of ethical and professional conduct by the Company’s Directors, executive officers, including the principal executive officer, the principal accounting officer and employees, and is adopted annually. The Standards of Conduct Policy requires that the Company’s Directors, executive officers and employees avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner and otherwise act with integrity and in the Company’s best interest. Under the terms of the Standards of Conduct Policy, Directors, executive officers and employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Standards of Conduct Policy.

The Company also has a Whistleblower Policy that requires Directors, executive officers and employees to comply with appropriate accounting and internal controls and establishes procedures to report any perceived wrongdoing, questionable accounting or auditing matters in a confidential and anonymous manner. The Whistleblower Policy also prohibits the Company from retaliating against any Director, executive officer or employee who reports actual or apparent violations of the Standards of Conduct Policy. In accordance with this policy, communication of reports is directly to the Director of Internal Audit or the Chairman of the Audit Committee. A copy of the Standards of Conduct Policy, including the Whistleblower Policy is available, without charge, upon written request to Marliese L. Shaw, Corporate Secretary and Investor Relations, United Financial Bancorp, Inc., 45 Glastonbury Boulevard, Glastonbury,225 Asylum Street, Hartford, CT 06033.06103.

Shareholder Communications with the Board

The Company endeavors to ensure that the Board of Directors or individual Directors, if applicable, consider the views of its shareholders, who may communicate with the Board of Directors by sending a letter or an e-mail to the Company’s Secretary, Marliese L. Shaw (mshaw@bankatunited.com) or by written correspondence to the Board of Directors or an individual Director with a copy to Ms. Shaw. All communications to the Board will be reviewed by the Company’s Chairman and Chief Executive Officer and President, with appropriate recommendations then being made to the Board. The Company believes that this procedure allows the Board to be responsive to shareholder communications in a timely and appropriate manner.






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RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

General

The Audit Committee has appointed Wolf & Company, P.C. as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the year ending December 31, 2016,2019, subject to ratification by the shareholders. In making its selection, the Audit Committee considered whether Wolf & Company, P.C.’s provision of services other than audit services is compatible with maintaining the independence of the Company’s independent public accountants. In addition, the Audit Committee reviewed the fees proposed by Wolf & Company, P.CP.C. for tax services and other fees for the year ending December 31, 2016,2019, and concluded that those fees are compatible with the independence of Wolf & Company, P.C.

Audit Fees

The Audit Committee reviewed the fees described below for audit related services and tax services and concluded that those fees are compatible with the independence of Wolf & Company, P.C. for the years ended December 31, 20152018 and 2014.2017. The following table sets forth the aggregate fees billedincurred by the Company's independent registered public accounting firm, Wolf & Company, P.C. for the years ended December 31, 20152018 and 2014:2017:
 December 31, December 31,
 2015 2014 2018 2017
 (In Thousands) (In Thousands)
Audit Fees(1)
 $446
 $403
 $515
 $505
Tax Preparation Fees(2)
 71
 67
 93
 90
All Other Fees(3)
 59
 17
Audit-Related Fees(4)
 5
 85
Information Technology Fees(3)
 49
 9
Total $581
 $572
 $657
 $604
(1)Includes estimated fees for the consolidated financial statement audit of the Company, the audit of internal control over financial reporting, quarterly reviews, the HUD compliance audits for United Bank and out-of-pockedestimated out-of-pocket costs.
(2)Consists of tax return preparation and tax-related compliance and services.
(3)Consists of WolfPAC license and implementation fees in 2015 and 2014, and Bank Secrecy Act data validation services in 2015.2018 and WolfPAC Informational Technology Risk Assessment, Operational Risk Assessment and Control Remediation Plan modules in 2018 and 2017.
(3)Consists of work related to the Company’s Form S-8 filing for the United Financial Bancorp, Inc 2015 Omnibus Stock Incentive Plan in 2015, the Company's S-4 filing for the merger with United Financial Bancorp, Inc. in 2014, and the Company's Form S-3 filing for the issuance of subordinated debt securities in 2014.



Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Auditor

Consistent with SEC requirements regarding auditor independence, the Audit Committee has adopted a policy to pre-approve all audit and permissible non-audit services provided by the independent auditor. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The Audit Committee has delegated authority to the Chair of the Audit Committee to pre-approve up to $50,000 in audit and permissible non-audit services. Any decisions by the Chair of the Audit Committee under this delegated authority will be reported at the next meeting of the Audit Committee, and ratification of any action so taken will be sought.

All engagements of the independent auditor to perform any audit services and non-audit services during 20152018 were pre-approved by the Audit Committee in accordance with the Company’s Audit Committee Charter. There were no instances where this was waived.

REPORT OF THE AUDIT COMMITTEE

In accordance with rules adopted by the Securities and Exchange Commission, the Audit Committee of the Board of Directors of the Company submits this report for 2015.2018.

The Audit Committee of the Board of Directors is responsible for providing independent, objective oversight of the Company’s accounting functions and internal controls. Its responsibilities include appointing, compensating and monitoring the Company’s independent auditors. During 2015, prior to2018, the passing of Director Magdefrau theAudit Committee was comprised of four (4) directors,Directors, Ms. Aiello, Dr. Leary, Mr. Lefurge and Messrs. Crowley, Magdefrau and Ross, and after the passing of Director Magdefrau theMr. Ross. Each Committee was comprised of four (4) directors, Ms. Aiello and Messrs. Lefurge, Ross and Stewart, each of whommember is independent as defined by the rules of the NASDAQ Global Select Market and the SEC.

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Management is responsible for the Company’s internal controls and financial reporting process. The independent auditors, Wolf & Company P.C., are responsible for performing an independent auditaudits of the Company’s consolidated financial statements and internal controls over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) and to issue a reportreports thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

In connection with these responsibilities, the Audit Committee met with management and Wolf & Company, P.C. to review and discuss the 20152018 consolidated financial statements. The Audit Committee also discussed with Wolf & Company, P.C. the matters required by Auditing Standard No. 16,1301, as amended as issued by the Public Company Accounting Oversight Board. The Audit Committee also received written disclosures and a letter from Wolf & Company, P.C. required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with Wolf & Company, P.C. the firm’s independence.

Based upon the Audit Committee’s discussions with management and the independent auditors, and the Audit Committee’s review of the presentations of management and the independent auditors, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in United Financial Bancorp, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015,2018, which is expected to be filed with the SEC on March 7, 2016.February 28, 2019.

March 3, 2016
February 28, 2019

The Audit Committee:

Kevin Ross, Chairman,
Paula A. Aiello, Vice Chairman,
Raymond H. Lefurge, Jr., Vice Chairman
RobertPaula A. Stewart, Jr.Aiello
Carol A. Leary


ELECTION OF DIRECTORS
(Proposal 1)

The Certificate of Incorporation of the Company provides that the number of Directors shall not be fewer than eight (8) nor more than sixteen (16). Currently, the Board of Directors has set the number of Directors of the Company at nine (9) and of the Bank at fifteen (15). The Company’s Bylaws provide that no person age 70 or older is eligible for election and/or re-election as a Director; provided, however, that, during the Three-Year Period, no Legacy United Director or Legacy Rockville Director who served as a Director as of the closing of the Merger will be ineligible for re-election as a Director by virtue of being aged seventy (70) years or more at the time of re-election.

One (1) Director will be elected at the Annual Meeting to serve for a four-year term expiring in 2020. Following the recommendation of the Governance and Nominating Committee, the Board of Directors has recommended and nominated Robert A. Stewart, Jr., current Board member, for re-election as Director. Except as noted below, there are no arrangements known to Management between Robert A. Stewart, Jr. and any other person pursuant to which such nominee was selected. In accordance with the Bylaws of the Company adopted in connection with the Merger, Mr. Stewart is entitled to be nominated at the 2016 Annual Meeting, subject to satisfaction of the Company’s re-nomination policies and criteria applicable to incumbent Directors.

The persons named on the enclosed proxy intend to vote for the election of Mr. Stewart, unless the proxy is marked by the shareholder to the contrary. If Mr. Stewart is unable to serve, all valid proxies will be voted for the election of such substitute as the Board of Directors may recommend, or the Board of Directors may determine to reduce the number of directorships to eliminate the resulting vacancy. The Board knows of no reason why Mr. Stewart might be unavailable to serve. The table below and on the following pages sets forth certain information with respect to Mr. Stewart, and each Director of the Company continuing in office.

NOMINEE FOR DIRECTOR FOR FOUR YEAR TERM TO EXPIRE IN 2020
  Director
  
Age(1)
 
Since(2)
Robert A. Stewart, Jr., Chairman 64 1991
Mr. Stewart is President of Chase, Clarke, Stewart & Fontana, Inc., an insurance agency located in Springfield, Massachusetts. Mr. Stewart has also served on the board of directors of many civic associations and non-profit corporations and is currently a director and executive committee member of Behavioral Health Network, Inc.    

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CONTINUING DIRECTORS (TERMS TO EXPIRE IN 2017)
  Director
  
Age(1)
 
Since(2)
Michael A. Bars 60 2003
Mr. Bars is a managing partner of the law firm of Kahan, Kerensky & Capossela, LLP, a general practice law firm with offices in Vernon and Mansfield, Connecticut, is on the Board of Directors of The Hundred Club of Connecticut, Inc. and is a past Trustee and Chair of the Board of Trustees of Eastern Connecticut Health Network, Inc.    
Kristen A. Johnson 49 2010
Ms. Johnson is the Vice President of Human Resources and Corporate Secretary of Connecticut Water Services, Inc. in Clinton, Connecticut. Prior to joining Connecticut Water Company in 2007, she served as Senior Vice President, Human Resources and Organizational Development Officer at Rockville Bank.    

CONTINUING DIRECTORS (TERMS TO EXPIRE IN 2018)

  Director
  
Age(1)
 
Since(2)
William H. W. Crawford, IV 50 2011
Chief Executive Officer Crawford joined the Company in 2011 as the President and Chief Executive Officer of United Financial Bancorp, Inc. (formerly Rockville Financial, Inc.) and United Bank (formerly Rockville Bank) and held this position until the Merger, at which time Mr. Crawford's title became Chief Executive Officer of both entities. Prior to joining the Company, Mr. Crawford served in numerous executive roles with Wells Fargo Bank, Wachovia Bank, and SouthTrust Bank from 1997 to 2010 including: Executive Vice President, Commercial Banking, Eastern Virginia, Regional President/Executive Vice President in four different markets: Raleigh/Durham, Southeast Florida, Greensboro/Winston Salem, and Norfolk/Virginia Beach. Mr. Crawford has 27 years of industry experience including leading regional banks exceeding $4 billion in deposits and 1,000+ employee organizations.    
Michael F. Crowley 57 2001
Mr. Crowley is President of Crowley Real Estate Appraisers, Inc. and M.F.C. Systems, Inc., companies that provide commercial real estate appraisal, realty consultation and project management services in the region. He develops and has ownership interests in a number of commercial real estate ventures in the Western Massachusetts region. Mr. Crowley is a current Director and Past President of the Springfield Riverfront Development Corporation, the real estate subsidiary of the Naismith Memorial Basketball Hall of Fame and has served on numerous civic and governmental boards of directors over the past 26 years.    

CONTINUING DIRECTORS (TERMS TO EXPIRE IN 2018)
  Director
  
Age(1)
 
Since(2)
Raymond H. Lefurge, Jr., Vice Chairman 66 2003
Mr. Lefurge is a certified public accountant and is a member of the American Institute of Certified Public Accountants and Connecticut Society of Certified Public Accountants. He is the sole shareholder of the auditing, tax and accounting services firm of Lefurge & Gilbert, PC, CPAs, located in Vernon, Connecticut, where he also holds the position of President. Mr. Lefurge previously served as a director of a local publicly traded community bank and served as their Audit Committee Chairman. In addition, he currently serves as a member of the Audit and Corporate Compliance Committee and the Planning Committee of Eastern Connecticut Health Network, a local health network. He also serves as trustee of an educational trust for the benefit of students of Vernon, Connecticut.    

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CONTINUING DIRECTORS (TERMS TO EXPIRE IN 2019)
  Director
  
Age(1)
 
Since(2)
Paula A. Aiello 53 2008
Ms. Aiello is Chief Financial Officer and Vice President of Administration for Youth Opportunities Upheld, Inc. of Worcester. She is a certified public accountant and is a member of the Massachusetts Society of Certified Public Accountants, the American Institute of Certified Public Accountants and the Central Massachusetts Financial Executives Organization.    
Carol A. Leary 68 2001
Dr. Leary is President of Bay Path University, located in Longmeadow, Massachusetts. She serves on the board of directors of several major national, state and area not-for-profit organizations, including serving as a director and member of the compensation committee for a major charitable foundation located in Company’s local community, namely the Frank Stanley Beveridge Foundation.    
Kevin E. Ross 63 1991
Mr. Ross is Vice President and Treasurer of Ross Insurance Agency, Inc., located in Holyoke, Massachusetts. He has also served on the board of directors of many civic associations and non-profit corporations over the years.    
(1)Ages presented are as of December 31, 2015.
(2)The reported date is the date the individual became a Director of Rockville Bank or United Bank. Each of Ms. Aiello, Dr. Leary and Messrs. Ross, Stewart and Crowley joined the Board of Directors of the Company upon the closing of the Merger on April 30, 2014.

INFORMATION ABOUT EXECUTIVE OFFICERS
Executive Officers of United Financial Bancorp, Inc.
The following individuals are the executive officers of United Financial Bancorp, Inc. and hold the offices set forth below opposite their names.
Name Age(1)
Age(1)
 Position
William H.W. Crawford, IV 5053 Chief Executive Officer and President
Eric R. Newell 3639 Executive Vice President, Chief Financial Officer and Treasurer
Mark A. Kucia 5255Executive Vice President
Brandon C. Lorey50 Executive Vice President
David C. Paulson 5356 Executive Vice President
Marliese L. Shaw 5154 Executive Vice President, Corporate Secretary and Investor Relations
Elizabeth K.Kenney Wynnick 4649 Executive Vice President, Assistant Corporate Secretary
     (1) Ages presented are as of December 31, 2015.2018.

The executive officers of United Financial Bancorp, Inc. are elected annually and hold office until their respective successors have been elected or until death, resignation, retirement or removal by the Board of Directors. Pursuant to the Company’s Bylaws, the removal of Mr. Crawford from, or the failure to appoint Mr. Crawford to, the Chief Executive Officer position, and any amendment to or termination of any employment agreement with Mr. Crawford, prior to the expiration of the Three-Year Period, requires the affirmative vote of at least two-thirds of the full Board of Directors, excluding Mr. Crawford.


12


Executive Officers of United Bank
The following individuals are the executive officers of United Bank and hold the offices set forth below opposite their names:
Name Age(1)
Age(1)
 Position
William H.W. Crawford, IV 5053 Chief Executive Officer and President
Eric R. Newell 3639 Executive Vice President, Chief Financial Officer and Treasurer
Dena M. Hall42Western Massachusetts Regional President, Chief Marketing Officer
Craig W. Hurty 5457 Executive Vice President, Chief Human Resources Officer
Mark A. Kucia 5255 Executive Vice President, Chief Credit Officer
Brandon C. Lorey 4750 Executive Vice President, Head of Consumer Banking
David C. Paulson 5356 Executive Vice President, Head of Wholesale Banking
Marliese L. Shaw 5154 Executive Vice President, Corporate Secretary and Investor Relations
John J. Smith 6366 Executive Vice President, Chief Information & Administrative Officer
Elizabeth K.Kenney Wynnick 4649 Executive Vice President, Chief Risk Officer and Assistant Corporate Secretary
     (1) Ages presented are as of December 31, 2015.2018.

The executive officers of United Bank are elected annually and hold office until their respective successors have been elected or until death, resignation, retirement or removal by the Board of Directors.

Biographical Information of Executive Officers of United Who Are Not Directors

Dena M. Hall, Western Massachusetts Regional President, Chief Marketing Officer, joined United Bank in 2005 and served as the Senior Vice President of Marketing and Community Relations until she was promoted to her current position in May, 2014. Prior to joining the Company she was the Marketing Director at Woronoco Savings Bank (now Berkshire Bank) in Westfield, Massachusetts. Ms. Hall also serves as the President of the United Bank Foundation Massachusetts and the United Bank Foundation Connecticut.

Craig W. Hurty, Executive Vice President, Chief Human Resources Officer, joined United Bank in June 2014. Previously, Mr. Hurty was with Aetna, Inc. for fourteen years where he held a variety of executive roles including Vice President, HR Shared Services, HR Head for Business Operations, and Head of Talent Strategies and Services. Prior to Aetna, Mr. Hurty developed his human resources skills inheld management and staff roles with PacifiCare Health Systems. Mr. HurtyHurty's career began his career in the executive search and compensation consulting practice of KPMG Peat Marwick and in sales with Northwestern Mutual Life. Mr. Hurty earned his Bachelor of Arts degree in Economics from Harvard University.

Mark A. Kucia, Executive Vice President, Chief Credit Officer, joined Rockville Bank in October 2005 and ran the Commercial Banking Department from August 2007 until March 2014 when he was appointed to his current position. Prior to joining the Bank, Mr. Kucia served as Vice President, Senior Commercial Real Estate Lender at Liberty Bank located in Middletown, Connecticut and worked at Mechanics Bank in Hartford, Connecticut and BayBank in Springfield, Massachusetts, in a variety of roles covering all aspects of commercial banking. Mr. Kucia’s career began at the New York City offices of National Westminster Bank, PLC, on a corporate lending team.



Brandon C. Lorey, Executive Vice President, Head of Consumer Banking, joined Rockville Bank in February 2013 and served as the Senior Vice President, Head of Consumer Lending until April 2014 when he was promoted to Executive Vice President, Head of Consumer Lending. He was promoted to his current position in June 2015. Prior to joining the Bank, Mr. Lorey was the Chief Credit and Lending Officer for H&R Block Bank in Kansas City where he was in charge of loan origination and credit administration. Previously, he served as Senior Vice President at Sovereign Bank in Pennsylvania and held various roles at Chevy Chase Bank, Federal Savings Bank in Maryland, including Vice President of risk, finance, operations and direct sales.

Eric R. Newell, Executive Vice President, Chief Financial Officer and Treasurer joined Rockville Bank in May 2011 as Vice President, Treasury Officer and was promoted to Senior Vice President, Director of Treasury in March 2012. He was promoted to Executive Vice President, Head of Treasury and Corporate Strategy in May 2013, and to his current position in November 2013. Although he retains the title of Treasurer for the Company, during 2018 he relinquished the title of Treasurer of the Bank. Mr. Newell holds a CFA designation and prior to joining the Bank he served as an analyst at Alliance Bernstein, as an analyst for Fitch Ratings, and as a Bank Examiner with the Federal Deposit Insurance Corporation (“FDIC”), out of the Hartford, Connecticut office.


13


David C. Paulson, Executive Vice President, Head of Wholesale Banking, joined Rockville Bank in March 2014. Prior to joining the Bank, Mr. Paulson was with Santander Bank N.A., where he was Managing Director and Commercial Banking Executive Vice President. Prior to Santander, Mr. Paulson served as Regional Vice President, – Commercial Banking for Wells Fargo, as well as Commercial Banking Director, Senior Vice President for Wachovia Bank. Mr. Paulson is on the Board of Trustees for the Bushnell Theater in Hartford, Connecticut.

Marliese L. Shaw, Executive Vice President, Corporate Secretary/Secretary and Investor Relations Officer, joined Rockville Bank in May 2004 as Vice President, Treasury Officer, was appointed Vice President, Treasury Officer and Investor Relations Officer upon the close of the Company’s initial public offering, and was promoted to Senior Vice President, Investor Relations Officer in March 2012 and appointed Senior Vice President, Corporate Secretary and Investor Relations Officer in May 2013. She was promoted to her current position in April 2014. Prior to 2004, Ms. Shaw served as Vice President, Treasury Officer for Tolland Bank, subsidiary of Alliance Bancorp of New England, located in Vernon, Connecticut. Ms. Shaw earned her Bachelor of Arts degree in Economics with a minor in Real Estate Finance from the University of Connecticut.

John J. Smith, Executive Vice President, Chief Information & Administrative Officer, joined United Bank in January 2016. Prior to joining the Bank,Mr. Smith has over 30 years of experience in Banking Technology and Operations. Mr. Smith was most recently with New York-based CIT Group for the past ten years, where he was the Chief Information Officer for the CIT Bank Unit from 2010 to 2015 and the Chief Information Officer of Consumer & Small Business Banking from 2005 to 2010.building out CIT’s highly successful digital banking platform. Prior to CIT Group, Mr. Smith was the Chief Information Officer responsible for operationstechnology and technologyoperational services at the NYCE CorporationCorporation. There, among other responsibilities, he was instrumental in developing the company’s digital payments strategy and held similar IT roles earlier in his careerproducts, substantially growing volumes while reducing operating expenses. Smith also led technology operations at Summit Bank and UJB/Financial.Bancorp, a large regional bank holding company operating in five states. Mr. Smith wasoversaw the bank's technology strategy and operations, as well as directed a significant number of successful acquisition integration efforts as Summit Bancorp grew from a community bank to over $35 billion in total assets. Mr. Smith is a Board member of Jack Henry and Associates' Mid-TierAssociates’ Advisory Board, Chairman of his local IT user group in New Jersey and a former Board member of The State of New Jersey Office of Information Technology.Board.

Elizabeth K.Kenney Wynnick, Executive Vice President, Chief Risk Officer, joined Rockville Bank in April 2012 as Senior Vice President, Director of Internal Audit, was promoted to Executive Vice President, Director of Internal Audit in April 2014, and was promoted to her current position in December 2014. Ms. Wynnick holds a CPA and CFSA designationdesignations and is licensed to practice law in Connecticut. Prior to joining the Bank, she served as General Auditor of NewAlliance Bank and as Deputy General Auditor of Webster Bank. Ms. Wynnick graduated Magna Cum Laude from Bentley College with a Bachelor of Science Degree in Accountancy with a minor in Law, and received her Juris Doctorate Degree from the University of Connecticut School of Law. She is a member of the American Institute of Certified Public Accountants (AICPA), Connecticut Society of Certified Public Accountants (CSCPA), The Institute of Internal Auditors (IIA), American Bar Association (ABA) and Connecticut Bar Association (CBA).

BENEFICIAL OWNERSHIP OF COMMON STOCK BY MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The table below sets forth information as of March 10, 2016,4, 2019, with respect to principal beneficial ownership of Common Stock by each Director of the Company and each of the Named Executive Officers, and by any person (including any “group” as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) who is known to the Company to be the beneficial owner of more than 5% of the Company’s Common Stock and with respect to ownership of Common Stock by all Directors and executive officers of the Company and the Bank as a group.
 

Name and Address of Beneficial Owner 
Number of Shares
Beneficially Owned(1)
   
Percent of
Outstanding Shares(2)
T. Rowe Price Associates, Inc. 3,537,554
 
(3 
) 
 7.07%
100 East Pratt Street      
Baltimore, MD 21202      
       
BlackRock, Inc. 3,187,113
 
(3 
) 
 6.37%
55 East 52nd Street
      
New York, NY 10022      
       
Dimensional Fund Advisors LP 2,562,202
 
(3 
) 
 5.12%
Building One, 6300 Bee Cave Road      
Austin, TX 78746      

14


Name of Beneficial Owner 
Shares of
Common
Stock
Owned
Directly
   
Shares of
Common
Stock
Owned
Indirectly(13)
   
Shares of
Common
Stock
Underlying
Options(4)
 
Shares of
Common
Stock
Underlying
Restricted
Stock
Shares(5)
 
Total
Shares of
Common
Stock
Beneficially
Owned
 
Percent of
Outstanding
Shares(2)
    Non-Management Directors:
Paula A. Aiello 12,939
    —
    13,808
 —
 26,747
 *
Michael A. Bars 54,700
 
(6) 
 —
    31,206
 —
 85,906
 *
Michael F. Crowley 30,324
    7,009
 
(7) 
 27,617
 —
 64,950
 *
Kristen A. Johnson 33,409
    18,806
    13,007
 —
 65,222
 *
Carol A. Leary 31,406
    —
    41,989
 —
 73,395
 *
Raymond H. Lefurge, Jr. 64,107
 
(8) 
 13,864
 
(9) 
 31,206
 —
 109,177
 *
Kevin E. Ross 32,790
    —
    56,360
 —
 89,150
 *
Robert A. Stewart, Jr. 38,067
    8,419
 
(10) 
 28,743
 —
 75,229
 *
                 
    Named Executive Officers:
William H. W. Crawford, IV 73,558
    15,998
    376,416
 —
 465,972
 *
Eric R. Newell 24,603
    11,340
 
(11) 
 105,598
 —
 141,541
 *
David C. Paulson 5,606
    503
    —
 —
 6,109
 *
Mark A. Kucia 28,658
    25,571
    158,237
 —
 212,466
 *
Brandon C. Lorey 7,104
    5,713
 
(12) 
 88,485
 —
 101,302
 *
All Directors and Executive                
Officers as a Group (18 persons) 469,340
    135,970
    1,141,457
 —
 1,746,767
 3.49%
Name and Address of Beneficial Owner 
Number of Shares
Beneficially Owned(1)
   
Percent of
Outstanding Shares(2)
Dimensional Fund Advisors LP 4,272,910
 
(3 
) 
 8.36%
Building One, 6300 Bee Cave Road      
Austin, TX 78746      
       
BlackRock, Inc. 3,984,825
 
(3 
) 
 7.79%
55 East 52nd Street
      
New York, NY 10022      
       
T. Rowe Price Associates, Inc. 3,612,207
 
(3 
) 
 7.06%
100 East Pratt Street      
Baltimore, MD 21202      
       
FJ Capital Management, LLC 3,301,726
 
(3 
) 
 6.46%
1313 Dolley Madison Boulevard, Suite 306      
McLean, VA 22101      
Name of Beneficial Owner
Shares of
Common
Stock
Owned
Directly
   
Shares of
Common
Stock
Owned
Indirectly(13)
  
Shares of
Common
Stock
Underlying
Options(4)
 
Total
Shares of
Common
Stock
Beneficially
Owned
 
Percent of
Outstanding
Shares(2)
    Non-Management Directors:
Paula A. Aiello18,575
    —
   13,808
 32,383
 *
Michael A. Bars70,606
 
(5) 
 —
   7,699
 78,305
 *
Michael F. Crowley44,557
    7,009
 
(6) 
—
 51,566
 *
Kristen A. Johnson39,045
    20,490
   13,007
 72,542
 *
Carol A. Leary33,382
    —
   —
 33,382
 *
Raymond H. Lefurge, Jr.75,999
 
(7) 
 14,996
 
(8) 
18,315
 109,310
 *
Kevin E. Ross46,205
    —
   —
 46,205
 *
Robert A. Stewart, Jr.48,786
    8,619
 
(9) 
—
 57,405
 *
             
    Named Executive Officers:
William H. W. Crawford, IV85,723
    17,979
   275,576
 379,278
 *
Eric R. Newell25,445
    21,252
 
(10) 
104,641
 151,338
 *
John J. Smith22,025
    245
   —
 22,270
 *
David C. Paulson19,962
    1,095
   —
 21,057
 *
Brandon C. Lorey13,031
 
(11) 
 6,504
 
(12) 
49,349
 68,884
 *
All Officers as a Group (17 persons)632,924
    166,552
   754,948
 1,554,424
 3.04%
 
(*)Less than 1% of the common stockCommon Stock outstanding.
(1)Based on information provided by the respective beneficial owners and on filings with the SEC made pursuant to the Securities Exchange Act of 1934.
(2)Based on approximately 50,015,37951,128,470 shares of common stockCommon Stock issued and outstanding as of March 10, 2016.4, 2019.
(3)Based solely on information provided in the Schedules 13G filed with the SEC by Dimensional Fund Advisors LP, BlackRock, Inc., T. Rowe Price Associates, Inc., BlackRock, Inc. and Dimensional Fund Advisors LPFJ Capital Management, LLC for United Financial Bancorp, Inc. All shares are held with shared voting and dispositive power.
(4)Includes shares of underlying options that are presently exercisable or will become exercisable within 60 days after March 10, 2016.4, 2019. Shares subject to options that are presently exercisable or will become exercisable within 60 days after March 10, 20164, 2019 are deemed outstanding for purposes of computing the percentage ownership of the person holding such options, but are not deemed outstanding for purposes of computing the percentage ownership of any other persons.
(5)Includes shares of underlying restricted stock shares that will vest and settle within 60 days March 10, 2016. Shares underlying restricted stock that will vest and settle within 60 days after March 10, 2016 are deemed outstanding for purposes of computing the percentage ownership of the person holding such restricted stock, but are not deemed outstanding for purposes of computing the percentage ownership of any other persons.
(6)Includes 12,133 shares which are pledged.
(7)(6)Shares held in an IRA Plan account.


(8)(7)Includes 19,716 shares held jointly with his spouse.
(9)(8)Includes 11,50312,612 shares held by his spouse and 2,3612,384 shares held in a SEP IRA Plan account.
(10)(9)Includes 8,211 shares held in an IRA Plan account and 209408 shares held in custodianship for his grandchildren.
(11)(10)Includes 2,0004,537 shares held in an IRA Plan account.
(11)Includes 4,818 shares which are pledged.
(12)Includes 3,000 shares held in an IRA Plan account.
(13)Includes shares allocated to the account of the individuals under the United Bank 401(k) Plan. The respective individuals have vested shares as follows: Ms. Johnson – 18,80620,490 shares; Mr. Crawford – 15,99817,979 shares; Mr. Newell – 9,34016,715 shares; Mr. Smith – 245 shares; Mr. Paulson – 503 shares; Mr. Kucia – 25,5711,095 shares and Mr. Lorey - 2,712– 3,504 shares.

Shares of common stockCommon Stock of United Financial Bancorp, Inc. purchased through personal investment (including through 401-K investments) for the Directors and Named Executive Officers listed above are as follows: Ms. Aiello – 4,719 shares; Mr. Bars – 30,33421,958 shares; Mr. Crowley – 22,37822,376 shares; Ms. Johnson – 37,56138,923 shares; Dr. Leary – 7,6937,682 shares; Mr. Lefurge – 49,32655,764 shares; Mr. Ross – 4,8524,851 shares; Mr. Stewart – 11,61812,124 shares; Mr. Crawford – 16,99818,979 shares; Mr. Newell – 14,00821,453 shares; Mr. Smith – 245 shares; Mr. Paulson – 503 shares; Mr. Kucia – 29,0001,095 shares and Mr. Lorey – 5,7136,504 shares. SharesAll shares of common stockCommon Stock of United Financial Bancorp, Inc. sold in the open market during 20152018 were related to the exercise of stock options and for the Directors and Named Executive Officers listed above are as follows: Mr. Bars – 4,112 shares, Mr. Crawford – 47,000 shares, Mr. Crowley – 28,74313,800 shares, and Dr. Leary – 14,37125,512 shares and Mr. Ross – 14,202 shares. Shares of common stockCommon Stock of United Financial Bancorp, Inc. gifted to organizations during 20152018 for the Directors and Named Executive Officers listed above are as follows: Mr. Crowley – 1,820 shares and Ms.Dr. Leary – 6,270512 shares.


15


Section 16(a) Beneficial Ownership Reporting Compliance

Based solely upon a review of information furnished to the Company pursuant to Rule 16a-3(e) during the year ended December 31, 2014,2018, all of the Company’s Directors and Executive Officers subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 filed all required reports on a timely basis.

COMPENSATION DISCUSSION AND ANALYSIS

In this section we discuss and analyze the compensation of the “Named Executive Officers” including the Chief Executive Officer, the Chief Financial Officer and the three most highly compensated executive officers. In addition, in accordance with SEC rules, we also include our Former Chief Operating Officer. The discussion and analysis also includes a description of our decision making process as well as the Company’s compensation philosophy, programs and the material factors affecting our decision making for 20152018 compensation.

The following discussion provides detailed information on the compensation practices related to our Named Executive Officers for fiscal year 2015.2018. All Named Executive Officers of the Company are also Named Executive officersOfficers of the Bank. Equity compensation for Named Executives Officers is paid by the Company while cash compensation and benefits are provided by the Bank.

Our 20152018 Named Executive Officers (“NEO”) were: 
William H.W. Crawford, IV Chief Executive Officer and President
Eric R. Newell Executive Vice President, and Chief Financial Officer and Treasurer
John J. SmithExecutive Vice President, Chief Information and Administrative Officer
David C. Paulson Executive Vice President, and Head of Wholesale Banking
Mark A. KuciaExecutive Vice President and Chief Credit Officer
Brandon C. Lorey Executive Vice President, and Head of Consumer Banking
Marino J. Santarelli*
Executive Vice President and Chief Operating Officer
* As of December 16, 2015, Mr. Santarelli was no longer an employee at the Company.

For additional information regarding compensation of the Named Executive Officers, see “Summary Compensation Table” and other compensation-related tables and disclosure below.

Executive Summary

2015 wasExecutive leadership at United Financial Bancorp, Inc.'s first full year achieved improved earnings in 2018 as a combined company after completing its strategic mergerresult of equals between United Financial Bancorp, Inc.the continuing execution on the Company's Four Key Objectives as discussed below. Net income for the year ended December 31, 2018 was $59.9 million, or $1.17 per diluted share, compared to net income of $54.6 million, or $1.07 per diluted share, for the year ended December 31, 2017. Assets totaled $7.36 billion at December 31, 2018, increasing $242.7 million from $7.11 billion at December 31, 2017. Asset quality remained stable and Rockville Financial, Inc. in 2014.strong with the ratio of non-performing assets to total assets at 0.44% on December 31, 2018. The Company isremains the third largest public bank headquartered in Connecticut, providing financial services to customers through more than 50 branches and commercial loan offices concentrated in Connecticut, Massachusetts and Rhode Island.


Steady Performance into Challenging Headwinds

The executive team delivered steady loan and deposit growth during the year, which included the Company's fourth quarter acquisition of six branches from Webster Bank, the consolidation of three existing branches following the Webster Bank branch acquisition, the opening of a de novo branch in downtown Hartford, and the preparation for the opening of two de novo branches in southern Connecticut, specifically in Greenwich and Westport. Additionally, during the fourth quarter of 2018, the Company restructured its mortgage banking division in order to serve mortgage customers more cost-effectively through its direct mortgage banking model. United Financial Bancorp's balance sheet remained solid and asset quality, liquidity, capital and interest rate risk were well managed. The Company maintained its focus on its objective to invest in areas that will improve revenue and the customer experience, by investing in its information technology, business banking, commercial lending and cash management capabilities. Given a near-flat yield curve, there was pressure on expense management and infrastructure investments making it more difficult to achieve earnings growth while balancing longer term objectives. The organization was able to protect and grow franchise value, its top priority, in this challenging operating environment. Competition for loans and deposits was brisk throughout New England, but United Bank continued to win its share of profitable business in the marketplace.

The Company recorded strong organic loan growth during the year, and participated in strategic loan portfolio purchases throughout 2018. Loan originations and purchases totaled $1.75 billion in 2018 compared to $1.94 billion in 2017. The loan portfolio purchases added $250.6 million of loans to the balance sheet during the year ended December 31, 2018, which supports the Company’s efforts to geographically diversify and shift the composition of the loan portfolio into favorable consumer products with more favorable risk adjusted returns.

Net interest income increased $7.3 million, or 3.9%, compared to 2017, primarily due to the increase in average interest-earning assets of $301.8 million. The earning asset growth is largely reflective of the organic loan growth and the loan portfolio purchases. The Company’s tax-equivalent net interest margin for the year ended December 31, 2018 was 2.92%, a significant presencedecrease of nine basis points under the prior year of 3.01%.

The Company experienced an increase in contiguous Westernnon-interest income of $2.1 million for the year ended December 31, 2018, compared to 2017. This increase was driven primarily by (a) an increase in service charges and Central Massachusettsfees, predominantly transaction fees and revenue generated by the Company’s investment advisory subsidiary, United Wealth Management, Inc., (b) an increase in Bank Owned Life Insurance ("BOLI") income and (c) a decrease in the net loss of limited partnership investments.

For the year ended December 31, 2018, non-interest expense increased $15.0 million over the comparative period in 2017. The increase in non-interest expense was primarily due to an increase in salaries and employee benefits, which includes 52 branch locations with deposits averaging $85 million per branch,was a result of more full-time employees in 2018 compared to 2017 to support growth initiatives, as well as several commerciala severance expense recorded as the Company shifted its mortgage banking strategy, which resulted in reduced staffing levels in the mortgage division. In addition, occupancy and mortgage loan production officesequipment increased by $3.6 million compared to 2017 which was primarily due to various expense increases as a result of the Company’s move of the corporate headquarters to Hartford, Connecticut, and the increase in those markets.rental costs as the Company opened new branches in 2018.

Strong Performance ResultsFundamental to the Company’s success has been its focus on Four Key Objectives which guide management decisions and provide a balanced view of progress. The Four Key Objectives and 2018 performance toward these goals are as follows.

SinceKey Objective #1: Align earning asset growth with organic capital and low cost core deposit generation to maintain strong capital and liquidity

During the Company's conversionyear ended December 31, 2018, loans and deposits grew 5.9% and 9.1%, respectively, from the prior year end, and capital grew 2.8% over the same time period.
The Company grew non-interest bearing deposit accounts 2.7% in the year ended December 31, 2018 from the prior year end.
Key Objective #2: Re-Mix cash flows into better yielding risk adjusted return on assets with lower funding costs relative to a fully public entitypeers

Continued growth focused on commercial business loans, which increased 5.5% year-over-year.
Continued discipline with the risk-adjusted return on capital (“RAROC”) model.


Key Objective #3: Invest in 2011,people, systems, and technology to grow revenue and improve customer experience while maintaining an attractive cost structure



During 2018, the Company has grownshifted its mortgage banking strategy to $6.2 billion in total assets from $1.7 billionreflect customers’ preference to conduct business both over the Internet and increased core earnings per share at a 29% compound annual growth rate. Return on average equity has increased during that timethrough direct sales channels. Consequently, the mortgage business division was restructured to 8.08% from 2.30% and tangible common equity has declined to 8.23% from 17.64%. The Company has incurred less than 10 basis points of net credit losses annually since 2011, reflecting continued stable asset quality. The Company's interest rate risk positioning is neutral, liquidity is well managed andstreamline the Company has focused on acquiring executivecustomer experience and talent that is capableimprove efficiency.
The Company’s ratio of effectively managing such growth.

Over the last few years United has recruited a large team of top relationship bankers with deep experience in each of its lines of business and geographies. These strategic hires have helped fuel strong loan, deposit, revenue and earnings growth. The Company has additionally made significant investments in human resources and systems related to information technology, finance, risk management and compliance in order to meet risk management and regulatory requirements. Through its 2014 strategic merger of equals United has created a significantly improved cost structure evidenced by its 2.17% operating non-interest expense to average assets ratioincreased to 2.21% for the year 2015,ended December 31, 2018, compared to 2.10% and significant franchise value, both of which have yet to be reflected in2.11% for the Company's share price. Executive leadership balanced many critical decisions to achieve expense disciplineyears ended December 31, 2017 and effective operating leverage with its investments.


16


Our 2015 financial performance compares favorably to more seasoned and larger banks headquartered in Connecticut and is generally in line with national averages.2016, respectively.

Strong Earnings Performance
•Key Objective #4Earned a record $49.6 million: Grow operating revenue, maximize operating earnings, grow tangible book value and pay dividends. Achieve more revenue into net interest income or $1.00 per diluted share
Delivered return on average assets (ROA) of 0.87%, return on average equity (ROAE) of 8.08%, and return on tangible common equity (ROTCE) of 10.35%
•Expense discipline reflected in 60% efficiency ratiocore fee income

GrowthDuring 2018, the Company continued its strategy of reducing its effective tax rate through utilization of tax exempt loans, investments in municipal securities and BOLI, maintaining entities in our unconsolidated corporate structure that have state tax advantages, and maintaining a portfolio of tax credit investments that include alternative energy and affordable housing. These tax reduction strategies support tangible book value creation. Furthermore, the Company identified additional tax strategies and planning opportunities while completing the income tax return for the prior year, resulting in a $1.7 million income tax benefit associated with the tax rate change following the enactment of the Tax Cut and Jobs Act, which was signed into law on December 22, 2017.
•Grew loans by $716 million, or 18%
•Grew deposits by $402 million, or 10%

Dividends
•Paid out $22.5 million in dividends, or $0.46The Company continued to pay its dividend, totaling $0.48 per share, for each of the years ended December 31, 2018, 2017, and 2016.
•Dividend increased by 20% in the first quarter of 2015
•Dividend yield of 3.51% in 2015

The unprecedented low interest rate environment has presented the Company with near term challenges given the size and scope of its transformational merger. Since announcing the strategic merger of equals in November 2013, tangibleTangible book value per share was reducedtotaled $11.54 as of December 31, 2018, an increase of $0.30 per share, or 2.7%, compared to $9.65$11.24 per share at December 31, 20142017, which increased $0.71 per share, or 6.7%, in 2017 from $11.32 at September 30, 2013,December 31, 2016.
Revenue increased $9.4 million, or 17%4.3%, via exchange ratio, one-time merger chargesfrom 2017 and accelerated share repurchases. Importantly, the 2-year to 10-year treasury yield spread has declinedincreased $16.9 million in 2017, or 8.4%, from 240 basis points to 121 basis points since November 2013, which significantly reduced the earnings power of the Company's net interest income over what was included in our pro forma financial statements at the time the Merger was announced. In response to this challenging interest rate environment, Management significantly accelerated fee income growth, loan growth, continued to optimize the branch network and made investments to reduce the tax rate. Therefore, despite the challenging environment for all banks, United's core earnings grew 65% from 2014 to 2015.2016.

While United’s ManagementThe Company’s focus remains to continue improving operating leverage, growing revenue and Board of Directors are not satisfied with our short-term total shareholder return ("TSR"), it is consistent with the trend in our sector (S&P 500 banks had a negative one percent TSR in 2015 and the Company had a negative seven percent TSR in 2015). The 3-Year TSR was below the median for the compensation peer group as well, which includes the time frame in which investors may have reacted to the expenses incurred in the Merger. However, there are other factors and metrics that are important as well. In a more long-term view, the 5-Year TSR is reported at 88% which is above the compensation peer group median of 72%. Additionally, significant progress was made in 2015 in a very difficult operating environment to position the Company for future success. Dividendsearnings per share, building tangible book value per share and compounded annual growth rateincreasing franchise value, while operating in a safe and sound manner. Earnings improvements are all highly correlated withsought in a responsible and sustainable way. All of these aforementioned objectives should result in continued long term shareholder value creation. In its first full year as a new company, United paid dividends to shareholders of $0.46 per share and increased tangible book value by $0.42 per share, equating to a 4% growth rate for the year 2015. This will remain a key focus for Management and the Board in 2016 and beyond. Management has a laser focus on risk adjusted return on capital ("RAROC"), as well as asset quality, the efficiency ratio and risk management. our shareholders.

The executive compensation program design accomplishes the objective of attracting, motivating and retaining the talent needed to grow revenue and earnings and oversee the platform of a larger enterprise. Executive interests are aligned with shareholders under a robust governance structure that regularly analyzes its practices versus the market and pay relative to performance. The Compensation Committee has:

•Established the Company's Chief Executive Officer's compensation to include 55% of "At Risk Pay," consistent the compensation of the chief executive officers in the peer group at 54% of "At Risk Pay."
•Included in the "At Risk Pay" structure were stock awards granted during 2015 that were 50% performance based, comprised of metrics that align executives with shareholders' interests - total shareholder return and core earnings per share.
•Further, two significant decisions were made by the Compensation Committee in 2015 in regards to pay relative to performance. First, although the Company's stock award incentive plans were nearly depleted for available shares to grant to directors and officers, the Company did not approach shareholders for approval of a new stock incentive plan until the earning performance of the newly combined Company had been proven over several quarters.
•Second, the Compensation Committee deferred executive officer base salary increases until 2016 once the Company had achieved efficiencies and gained earnings power through the Merger. Named Executive Officers did not receive base salary increases in 2015 and annual stock award grants were delayed to the fourth quarter of 2015 from their historical second quarter granting practice.

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The Company will continue to heavily weigh the financial performance and risk profile of the Company in its assessment of appropriate compensation management.

The non-GAAP financial measures presented in this document provide supplemental perspectives on operating results, performance trends and financial condition. A reconciliation of non-GAAP measures to GAAP measures is attached as Appendix A.

Best Practice Compensation and Governance Programs and Policies

Our compensation programs incorporate best practices, including the following:



What We Do
Pay for performanceAnnual say on pay vote
Above target and maximum long term incentive payouts only when we outperform our peer benchmarks and our Strategic PlanDouble trigger change in control severance provision that requires both a change in control and qualifying termination event.
Incentive plan directly linked to strategic and objective financial goalsStock ownership guidelines and stock holding requirements for Executives and Board of Directors
A significant portion of long-term incentives earned based on relative TSR performanceTotal direct target compensation aimed at market median with actual pay that varies based on performance
Robust clawback policy allowing our Board to recoup any excess compensation paid to the Named Executive Officers if the Company restates its financial results upon which an award is basedA Compensation Committee composed entirely of independent Directors oversees the Company's executive compensation policies
Prohibit our senior executive officers and Directors from engaging in hedging transactions

Discourage (and limit) pledging of Company stock
Annual peer group reviewAnnual risk assessments performed
Shareholder engagementIndependent compensation consultant
What We Don’t Do
No tax-gross ups in our change in control arrangements.
Do not allow pledged stock to count toward stock ownership guidelines
No single trigger equity acceleration upon a change in control
No repricing of stock options without shareholder approval
No dividend equivalents paid prior to vesting
No dividends paid on unearned performance shares
No excessive perquisites

Say on Pay ConsiderationResults

At our Annual Shareholder Meeting held on May 21, 2015, our shareholders voted to approveThe Company holds an advisory vote on “say on pay” and “say on pay frequency” proposals. Based on the voting results, the Board of Directors determined to hold the “say on pay” vote annually. Our last “say on pay” vote was conducted in 20152018 and our shareholders showed support of the Company’s compensation practices with 83%94% of shares represented at the Annual Shareholder Meeting voting in favor of the proposal. Although the vote is non-binding, the Compensation Committee has considered its result. Management has reachedregularly reaches out to investors to discuss Company performance and strategy, and the Committee will continue to review and evolve programs and practices to ensure alignment with emerging best practices and regulatory guidelines.

Highlights of 2018 Key Compensation Decisions

The Company has operated under the same compensation philosophy it developed in 2012. The Company has not made any major changes to our executive compensation program since that time, although the Compensation Committee monitors our pay program through regular market based studies performed by their independent consultant. The latest comprehensive review was conducted in 2015. Our executive compensation programs are designed to attract, motivate and retain a talented leadership team committed to driving superior results that deliver long-term shareholder value. Our incentive programs are designed to promote pay for performance and reward executives for performance that is aligned with the Four Key Objectives, which ultimately creates long-term shareholder value. Annually, we review our compensation philosophy and our pay programs to ensure that our compensation program meets our objectives and aligns with our performance and business strategy while maintaining good corporate governance practices. The Compensation Committee's annual review includes market based studies performed by their independent consultant.

For 2015,2018, the following compensation decisions were made in consideration of the Company’s philosophy and performance:
Base salaries were reviewed and were determined to be market competitive; noNo changes were made to base salaries in 2015.
Thethe annual incentive program which continues to use a scorecard approach to measure performance in a balanced manner and reduce unnecessary risk taking.
Base salaries were reviewed in the fourth quarter of 2017 based on independent consultant analysis and increased for the Named Executive Officers by 3.8% on average, effective in January, 2018, in order to remain competitive with the market.
During the fourth quarter of 2018, based on independent consultant analysis the Compensation Committee approved base salary increases for the Named Executive Officers by 3.4% on average, effective in January 2019.
Annual equity awards were granted with a balanced mix of performance and time-vested shares that aligns the executive team with shareholder value and interests, and vests over a 3-year performance period. Performance-


vested shares only vest if we achieve predefined goals for relative Total Shareholder Return and Pre-Tax Pre-Provision profit.
In recognition of our 20152018 financial performance and accomplishments, the annual incentives were awarded between target and maximum.at 117% of target.
We made annualAnnual equity awards were granted with a balanced mix of performance and time-vested shares that reward future performance and alignaligns the executive team with shareholder value and time-vesting restricted stock.

Corporate Governance Highlights
The Company maintains important corporate governance polices:
Robust stock ownership guidelines for Executives and Board of Directors.
Double trigger change in control severance provision that requires bothinterests over a change in control and qualifying termination event.
No tax-gross ups in our change in control arrangements.
Robust clawback policy allowing our Board to recoup any excess compensation paid to the Named Executive Officers if the Company restates its financial results upon which an award is based.
Dividends are not paid on unearned3-year performance shares.
Anti-hedging policy prohibits our senior executive officers and Directors from engagement in hedging transactions.period.

Objectives of the Company’s Compensation Programs and Compensation Philosophy

Below we summarize our philosophy and guiding principles as well as our decision process and the outcomes of that process. Our executive compensation programs are designed to enable the Company to attract, motivate and retain talent needed for the Company’s success, reward executives for performance, align executive interests with those of our shareholders, provide competitive compensation and ensure a balanced approach that promotes sound risk management practices.








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We plan to achieve these objectives through several guiding principles.
PrinciplesHow we achieve the principles
Provide market competitive
compensation that enables the
Company to attract and retain
executives
•       Competitive base pay ranges are designed to target market median with flexibility to recognize individual performance, experience and contribution.
•       Total compensation is targeted to market median for achieving median performance. Actual total compensation varies as appropriate to reflect individual and Company performance.
•       Market is defined using a combination of published industry survey sources (representing similar size and scope) and a proxy peer group of publicly-traded banks similar in size and region.region is reviewed annually.
•       Retention of key executives is supported through the use of multi-year vesting schedules for stock.
A significant portion of pay will
be performance-based and support
our goal to deliver shareholder
value
•       More than 50% of our total compensation opportunity is performance-based, represented by our short and long-term incentive plans.
•       A portfolio of performance measures will be tied to strategic goals, and specifically, the Company's Four Key Objectives, that are intended to deliver long-term shareholder value.
Support a culture of ownership
that aligns our executives’
interests with those of
shareholders
•       Ownership guidelines and holding requirements support our culture of encouraging executives to have significant stock holdings.
Focus on long-term/stock
perspective and balanced
approach to rewards that supports
sound risk management practices
•       Long-term equity compensation supports our goal to align rewards with the time horizon of potential risk.
•       Our total compensation program in aggregate is designed to balance multiple perspectives including short / short/long term performance, cash / cash/equity, relative / relative/absolute performance and fixed / fixed/variable pay.

Risk Assessment

The Company adheres to a conservative and balanced approach to risk. Management and the Board conduct regular reviews of the business to ensure it remains within appropriate regulatory guidelines and practice. In addition, the Company is periodically examined by the Federal Reserve Bank of Boston, the Federal Deposit Insurance Corporation and the Connecticut Department of Banking.

Beginning in late-2014In late-2017 and during 2015,2018, the Chief Risk Officer conducted a thorough risk assessment of the Company’s 20152018 incentive plans. BeginningAdditionally, in late-2015late-2018 and during 2016,2019, the Chief Risk Officer conducted a thorough risk assessment of the Company’s 20162019 proposed plans. The in depthin-depth reviews were presented to the Compensation Committee, and, based on the Chief Risk Officer’s review, the Company concluded that the compensation programs provide appropriate balance across many performance measures, have controls on the range of payouts, allow Committee discretion in making awards and ultimately do not pose material risk to the Company. Going forward, the Company will continue to monitor and evolve its programs to ensure they are aligned with emerging regulations and best practices.






Role of the Compensation Committee, Management and the Compensation Consultant in the Executive Compensation Process

Role of the Compensation Committee

The Compensation Committee (the “Committee”) of our Board of Directors discharges the responsibilities of the Board of Directors (the “Board”) with regard to compensation paid to our Named Executive Officers, as well as all other executive officers (other than payments or benefits that are generally available to all other employees of the Company). During 2015, the Committee was comprised of four (4) directors: Ms. Johnson, Dr. Leary, Ms. Aiello and Mr. Lefurge, each of whom is an independent director under the NASDAQ Global Select Market listing requirements. To fulfill its responsibilities, the Committee meets throughout the year (14(10 times in 2015)2018) and also takes action by written consent. The Chairman of the Committee reports on Committee actions at meetings of the Company’s Board.

The Committee operates under a written charter that establishes its responsibilities. A copy of the Compensation Committee Charter can be found on the Company’s website under the link entitled “Corporate Overview - Governance Documents” at www.unitedfinancialinc.com. The Committee reviews the charterCharter annually to ensure that the scope of the charterCharter is consistent with the Committee’s expected role. Under the charter,Charter, the Committee is charged with general responsibility for the oversight and administration of our executive compensation program. Annually, the Committee reviews all compensation components and

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performance for the Company’s Chief Executive Officer and other executive officers, including base salary, annual incentive,short-term incentives, long-term incentives/equity,incentives (equity), benefits and other perquisites. In addition to reviewing competitive market values, the Committee examines the total compensation mix, pay-for-performance relationship and alignment with our compensation philosophy. The Committee also reviews the employment agreements for named executive officers.Named Executive Officers. As the Committee makes decisions regarding the Chief Executive Officer and other executive officers’ compensation, input and data from management and outside advisors are provided for external reference and perspective. While the Chief Executive Officer makes recommendations on other executive officers’ compensation, the Committee is ultimately responsible for approving compensation for all executive officers. The Committee meets regularly in executive session without management.

Role of the Compensation Consultant

Pursuant to its charter,Charter, the Committee has the sole authority to retain, terminate, obtain advice from, oversee and compensate its outside advisors, including its compensation consultant. The Committee has access to the funding it needs to solicit advisory services to meet their requirements.

For 2015,2018, the Committee retained Meridian Compensation Partners, LLC (“Meridian”) as its independent executive compensation consultant. Meridian reports directly to the Committee and the Committee may replace Meridian or hire additional consultants at any time. Meridian attends meetings of the Committee, as requested, and communicates with the Chair of the Committee between meetings; however, the Committee makes all decisions regarding the compensation of the Company’s executive officers.

Meridian provides various executive compensation services to the Committee with respect to the Company’s executive officers and other key employees at the Committee’s request. Meridian advises the Committee on the principal aspects of the executive compensation program, informs the Committee of evolving best practices and provides market information and analysis regarding the competitiveness of the program design and helps the Committee assess the relationship of pay and performance.

The Committee regularly reviews the services provided by its outside consultant and believes that Meridian is independent in providing specialized executive compensation consulting services. The Committee conducted a specific review of its relationship with Meridian in 2015,2018 and determined that Meridian’s work for the Committee did not raise any conflicts of interest and is consistent with the guidance provided under the Dodd-Frank Act, the SEC and the NASDAQ. The Committee continues to monitor the independence of its compensation consultant on a periodic basis.

Role of the Company’s Management

The Company’s Managementmanagement provides information and input, as requested by the Committee to facilitate decisions related to executive compensation. At the start of each year, the Chief Executive Officer develops proposed Company goals and objectives that are reviewed and approved by the Board of Directors. Performance measures for the incentive plan are derived from the Board approved goals.

Members of management may be asked to provide input relating to potential changes in compensation programs for review by the Committee. The Chief Executive Officer and the Executive Vice President, Chief Human Resources Officer provide the Committee and other advisors with Company information related to the Committee’s needs.



The Committee occasionally requests members of executive management to be present at Committee meetings where executive compensation and Company or individual performance are discussed and evaluated. Executives provide insight, suggestions or recommendations regarding executive compensation; however, only Committee members vote on decisions regarding executive compensation.

The Chief Executive Officer reviews executive performance with the Committee and makes recommendations relating to executive compensation decisions. The Committee meets with the Chief Executive Officer to discuss his own performance and compensation package, but ultimately decisions regarding the Chief Executive Officer's compensation are discussed and approved during Executive Session, when the Chief Executive Officer is not present. Decisions regarding other executives’ performance and compensation are made by the Committee considering recommendations from the Chief Executive Officer.







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Inputs to Committee Decisions

Competitive Benchmarking

Understanding the competitive landscape is a key element the Committee considers in setting program targets and making compensation decisions. The Committee relies on data and advice from Meridian, including benchmarking data, best practices information and general education to members of the Committee as needed throughout the year.

A primary data source used in setting a competitive market for the Named Executive Officers is the information publicly disclosed by a custom peer group. In August 2017, Meridian worked with the Committee to update its peer group consistingin preparation for the comprehensive analysis that was performed in the fourth quarter of twenty-five (25)2017 in order to affirm the pay decisions that would be effective January 1, 2018. The 2017 peer group consisted of twenty-three (23) publicly traded banks, respectively, of similar asset size and region. In August 2018, Meridian worked with the Committee to develop a newreview its peer group for use in 2014 based uponevaluating executive compensation in 2018, and determined that the Company's post-merger asset size of $5.5 billion.peer group remain unchanged. The peer group included banks and thrifts approximately a half to two times the Company’sCompany's assets, and includestargeting median assets similar in size to the Company. The peer groups included banks located in the Northeast and Mid-Atlantic. In June 2015, Meridian worked withMid-Atlantic regions.

Both the Committee to update the peer group. The 2015 peer group has median assets of $6.0 billion compared to United’s assets of $6.2 billion as of December 31, 2015. Both2017 and 2018 peer groups were approved by the Committee and served as a reference for pay program designs and pay decisions. The following banks were included in the 20142017 and 20152018 peer groups (we note which banks were unique to one year):groups:
Berkshire Hills Bancorp, Inc. LakelandNBT Bancorp, Inc.
Boston Private Financial Holdings,Bridge Bancorp, Inc. National PennNorthwest Bancshares, Inc.
Brookline Bancorp, Inc. NBT Bancorp, Inc.
Century Bancorp, Inc.Northwest Bancshares, Inc. (2015 only)OceanFirst Financial Corp.
Community Bank System, Inc. Provident Financial Services, Inc.
ConnectOne Bancorp, Inc. (2015 only) S&T Bancorp, Inc.
Customers Bancorp, Inc. Sandy Spring Bancorp, Inc.
Dime Community Bancshares, Inc. Sterling BancorpTompkins Financial Corporation
Eagle Bancorp, Inc. Sun Bancorp, Inc. (2014 only)
Financial Institutions, Inc.Tompkins Financial CorporationTrustCo Bank Corp NY
First Commonwealth Financial Corp. TrustCo Bank Corp NYUnivest Corporation of PA
Flushing Financial Corporation Washington Trust Bancorp, Inc.
Hudson Valley HoldingIndependent Bank Corp. (2014 only) WSFS Financial Corporation
Independent Bank Corp.Lakeland Bancorp, Inc.  
In addition to the peer group, Meridian included data from published surveys including the 2014 Pearl Meyer & Partners Bank Compensation Survey and the 20142017 McLagan Regional Banking Survey. These industry-specific surveys provide data on more than 100 banking institutions. The information from thesethis competitive data sourcessource and the peer group were used to make 2015 base salary decisions andfor the Named Executive Officers in the fourth quarter of 2017 that were to confirm 2015 annual incentive award targets and payout ranges. The 2015 peer group, in combination with the 2015 McLagan Regional Banking Survey, was usedbe effective on January 1, 2018, as well as to determine long-term incentive award targets for the November 20152017 equity grant.grant and confirm 2018 annual incentive award targets and payout ranges.
20152018 Executive Compensation Program Components and Decisions
The Company’s executive compensation program consists of the following components: base salary, short-term incentive, long-term equity awards and participation in our employee and executive benefit plans.


Base Salaries. Base salaries are reviewed annually and adjusted as appropriate to reflect each executive’s performance, contribution, experience and pay relative to the market. Internal responsibilities and relationships which may be unique to the Company are taken into consideration. During 2015, base salaries for the executive officers did not change, with the exception of Mr. Lorey's base salary, which was increased in April of 2015 to reflect his new role of Head of Consumer Strategy.










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The following summarizes the 20152018 salaries for the Company’s Named Executive Officers:
Named Executive Officer2015 Base Salary*
Mr. William H. W. Crawford, IV$595,000
Mr. Eric R. Newell$300,000
Mr. David C. Paulson$275,000
Mr. Mark A. Kucia$275,000
Mr. Brandon C. Lorey**$275,000
Mr. Marino J. Santarelli$305,000
Named Executive Officer 2017 Base Salary 
2018 Base Salary*
 % Increase
Mr. William H. W. Crawford, IV $639,600 $665,184 4%
Mr. Eric R. Newell $332,850 $346,164 4%
Mr. John J. Smith $329,600 $339,488 3%
Mr. David C. Paulson $297,150 $309,036 4%
Mr. Brandon C. Lorey $297,150 $309,036 4%
         
 *20152018 base salaries are unchanged from the prior year, with the exception of Mr. Lorey.salary increases were effective January 8, 2018.
In November 2018, based on the updated competitive benchmarking data, the Committee approved the following base salaries for our Named Executive Officers, effective January 7, 2019:

**
Named Executive Officer2019 Base Salary
Mr. Lorey's base salary increased from $240,000 to $275,000, effective April 20, 2015.William H. W. Crawford, IV$685,140
Mr. Eric R. Newell$356,549
Mr. John J. Smith$349,673
Mr. David C. Paulson$318,307
Mr. Brandon C. Lorey$318,307

Short-Term Incentive Compensation. All executive officers participate in the Company’s Senior Officer Incentive Compensation Plan (the “SOICP”), which is administered by the Compensation Committee of the Board of Directors. The SOICP is an annual incentive plan designed to encourage participants to focus on key performance goals during the fiscal year. The SOICP provides participants with an opportunity to earn variable rewards that are contingent on a combination of Company and Individual performance. In 2015,2018, the performance period was January 1, 20152018 through December 31, 2015.2018.

The SOICP provides that each participant has a defined incentive opportunity expressed as a percentage of base salary. The incentive opportunity reflects a target award that will be paid assuming all financial and individual goals are achieved. The target incentive opportunity is 50%55% of base salary for the Chief Executive Officer and 40% for the Executive Vice Presidents.

As shown in theThe table below four differentsummarizes the performance goals were established by the Compensation Committee for the SOICP. Performance was measured by a combination of Company and individual goals to support a “balanced” view of performance and incorporate sound risk management features.

features and allocated such that 80% of the award is based on financial metrics and 20% is based on individual performance.
Performance Measure  Weight        
OperatingNon-GAAP Efficiency (Non-Interest Expense / Average Assets)  25%20%
Asset Quality (Originated(All Non-Performing Assets / Average Assets)  25%20%
OperatingNon-GAAP Return on Tangible Common Equity  25%20%
Non-GAAP Pre-Tax Pre-Provision / Average Assets20%
Individual Performance  25%20%

Performance for each measure is defined at threshold, target and stretch levels which correspond to a range of potential payouts (50% of target incentive for threshold performance, 100% of target incentive for target performance and 150% of target for stretch performance for each metric). Awards are interpolated in between these levels to provide for incremental rewards.

In order for the planPlan to “activate” the Company must attain the Plan Gate/Trigger, which is defined as 80% of the budgeted Operating Net Income. The budgeted operating net incomeNet Income for 20152018 was $38.2$64.8 million (80% is equal to $30.6$51.8 million). If this level of Operating Net Income was not met, the SOICP would not have paid out any awards regardless of performance on other goals. Once 80% of the


budgeted Operating Net Income was achieved, the incentive plan activated and payouts were determined based on Company and individual performance as defined below.

As shown in the following table, below, the Company met stretch levelachieved above target results for all four corporate measures, two of the three corporate performance measures, and just below target for the third.which were achieved at stretch. Individual performance is assessed for each executive to determine the award related to individual goals. The final payout is then calculated for each executive.

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  Performance
  Measures
 Weighting Threshold Target Stretch Actual 
Earned
%
Plan Gate/Trigger — — $30.6 million — $44.2 million 
Plan
Activated
Operating Efficiency (NIE/AA) 25% 2.25% 2.18% 2.10% 2.19% 93%
Asset Quality 25% 85bps 73bps 61bps 35bps 150%
Operating ROTCE 25% 6.99% 8.00% 8.50% 10.94% 150%
Individual
Performance
 25% Set individually based on role 
Varies by
Participant
 Varies
  Performance Measures Weighting Threshold Target Stretch Actual 
Earned
%
Plan Gate/Trigger — — $51.8 million — $59.9 million 
Plan
Activated
Non-GAAP Efficiency (NIE/AA)(1)
 20% 2.20% 2.15% 2.10% 2.14% 110%
Asset Quality (All NPA/AA) 20% 90bps 80bps 70bps 45bps 150%
Non-GAAP ROTCE(1)
 20% 10.00% 10.50% 11.00% 11.07% 150%
Non-GAAP PTPP/AA(1)
 20% 1.00% 1.10% 1.15% 1.05% 75%
Individual Performance 20% Set individually based on role 
Varies by
Participant
(1)The non-GAAP financial measures presented in this document provide supplemental perspectives on operating results, performance trends and financial condition. The SOICP permits management to exclude certain events, with the approval of the Compensation Committee. A reconciliation of non-GAAP measures to GAAP measures is attached as Appendix A.

The individual performance component of the SOICP is based on the Chief Executive Officer’s recommendation to the Committee of each individual’s performance and the Committee's assessment of the CEO's performance. Individual performance is weighted 25%20% and evaluated based on a payout scale of 50% to 150%.

For 2015,2018, all Named Executive Officers exceededmet their individual performance goals and received above target, but less than stretch level payoutsgoals. In recognition of the team's collective contributions, each earned a payout of 100% for the individual component.performance measure. Each Executive has individual goals specific to his or her role that focus on the successful execution of the Company's 2015 strategic plan.2018 Strategic Plan (Mr. Crawford's performance is discussed in the "Chief Executive Officer Compensation Review" section of this document). Some of the individual items that were considered by the Compensation Committee include:
 
Mr. Newell’sNewell was effective in handling the financial planning process in a year characterized by growth constraints related to economic factors impacting the banking industry. He collaborated constructively with other executives to balance overall financial performance while prioritizing specific business investment objectives and opportunities. In addition to his normal duties involving accounting policy and operations and the management of liquidity and interest rate risk, Mr. Newell provided support ofto the CEO and the Board in understanding competitive advantagesevaluating capital deployment and opportunities was criticalvalue creation projects. He took the lead strategic role in negotiating and working with Webster Bank to ensure a successful integration of six branches and a $109.4 million assumption of deposits. His oversight of corporate facilities involved the strategic decision making process.  He workedsuccess of two de-novo branch projects. Mr. Newell additionally frequently visited with various internal groups to listen and exchange viewpoints in order to better understand environmental factors affecting the Company's performance.

Mr. Smith's leadership resulted in the development and issuance of the 2018-2020 Technology Strategic Plan, which further enhanced alignment with business leadersunit goals and introduced key performance metrics to assessimprove service levels. The Plan continues to support the return on equityorganization's Four Key Objectives by enhancing customer experience through digital transformation, by introducing initiatives to support revenue and deposit generation, and by augmenting efficiency improvements by building capacity and pursuing opportunities for better expense management. Mr. Smith renegotiated enterprise technology agreements with third parties to achieve significant operational cost savings with more formalized service level expectations. Mr. Smith's department had a large role in the successful completion of specific products orthe acquisition and integration of six former Webster Bank branches. They additionally made numerous improvements in the customer service experience, business linesprocess, work flows and made substantial progresssystems related to areas such as wire transfer, wholesale lending, on-line account opening, loan application processing and debit card issuance. In addition, Mr. Smith took proactive steps with internal funds transfer pricing profitability at unit levels in retail, commercial,employee initiatives designed to effectively monitor the work environment and wholesale banking. He developedimprove communication and led a robust budgeting and reporting process which contributed to the flexible management of non-interest expenses and efficiency goals.collaboration efforts.

Mr. Paulson led the recruitment and onboardingWholesale Banking line of successful commercial banking teamsbusiness to improved profitability, growing the balance sheet in Massachusetts and Connecticut resulting in significant year over year increases in loan production anda manner consistent with the launch of two new C&I verticals (Education and Not for Profit Lending and Franchise Lending). His leadership andCompany's objectives, continuing the intense focus on loan level hedging opportunities contributed greatly to the Bank’s revenue.  He sponsoreddeposit growth, and managed important loan and cash management technology system advancements, implemented a powerful risk adjusted capital profitability model, and championed the value of back office functions in providing excellent service to customers.maintaining Net Interest

Mr. Kucia continues to build out a scalable credit platform
Margin ("NIM") and credit quality standards amidst challenging market conditions. He was also effective in sustaining Return on Average Equity ("ROE") and Return on Average Assets ("ROA") performance on new loan originations above target. Mr. Paulson sponsored numerous efforts to enhance productivity and automation in his business line, and his team achieved improved operating leverage during the course of the year. He also worked closely with the technology and compliance organizations to ensure that supports originations with quick decision makingseveral initiatives were delivered to market appropriately. Mr. Paulson's regular work on matters involving both commercial and sound portfolio management utilizing risk management best practices. Underretail interests and his leadership in 2015,dialog across the Bank maintained excellent asset quality while generating record loan production. He made strong contributions in analyzing and evaluating nichevarious business lines reinforced strong internal collaboration, fostering successful customer relationships and other opportunities.service.

Mr. Lorey led a consumer lending organization that met and exceeded revenue and expense expectations in all markets. He assumed executive oversightharmonized the Consumer Banking focus of the retailorganization across several business lines and did this well in a challenging economic environment and in highly competitive markets. Customer service measures were consistently strong and continued to improve throughout the year. Strategically targeted fee increases improved fee revenue generation during the year. Loan servicing areas were consolidated and servicing costs were lowered, supported in particular by cross-training optimization initiatives. The deployment of a new business banking capability began to facilitate and enhance deposit gathering activities. Mortgage lending was reorganized to reduce operating expense and provide service to customers through the direct channel that their actions demonstrated that they prefer. Beyond this, Mr. Lorey promoted progressive ways of improving communication in the branch network customer contact center, virtual banking and wealth management organizationsinstilling an organizational mindset that is set on keeping customers in the spotlight as the organization develops and made significant improvements in management, operational efficienciesdelivers its products and performance metrics. Mr. Lorey has made balanced improvements to consumer lending guidelines, deployed a successful empowerment plan with branch managers, and increased productivity and turnaround times with mortgage lending. Under his direction, annual mortgage loan production has increased from $150 million in 2012 to $700 million in 2015.services.

The following table shows the total payout opportunity and the total actual payout of annual cash incentives for the full year January 1, 20152018 through December 31, 2015.2018.
Named Executive Officer 2015 Incentive Target 2015 Incentive Actual % of Target Incentive 2018 Incentive Target 2018 Incentive Actual % of Target Incentive
Mr. William H.W. Crawford, IV $297,500 $385,158 129% $365,851 $428,046 117%
Mr. Eric R. Newell $120,000 $159,858 133% $138,466 $162,005 117%
Mr. John J. Smith $135,795 $158,880 117%
Mr. David C. Paulson $110,000 $144,130 131% $123,614 $144,629 117%
Mr. Mark A. Kucia $110,000 $144,130 131%
Mr. Brandon C. Lorey(1)
 $105,819 $140,967 133% $123,614 $144,629 117%
Mr. Marino J. Santarelli(2)
 $122,000 $116,986 96%

(1)    Mr. Lorey's 2015 Incentive Target was pro-rated for his base salary change as discussed above.
(2)    Mr. Santarelli's earned incentive award in 2015 was based on the change-of-control provision of his employment agreement.

23


Long-Term Equity Awards. The Committee and management believe that equity compensation is a critical component of a total direct compensation package which enhances the Company’s ability to recruit, retain and reward key talents needed for the Company’s success, align executives’ interests with those of our shareholders, encourage executives’ best performance and provide incentives for long-term sustained performance. Our shareholder approved stock incentive plan allowallows us to execute our philosophy by providing equity compensation to our key executives and Board members.

The Committee approved equity awards to members of the executive management team, including the CEO NEOs and Directors,NEOs, pursuant to the Company’s shareholder-approved 2015 Omnibus Stock Incentive Award Plan (the “2015 Plan”). In determining the form of equity to be granted, the Committee considered many factors including the ability to drive corporate performance, retention, executive officers’ current stock ownership level, tax and accounting treatment and the impact on dilution. Awards were made in consideration of market practice and alignment with the Company’s compensation philosophy. In 2017, the Compensation Committee approved Equity Grant Guidelines for Executive Officers to consider that long-term incentive awards could be granted at Target and that the grant itself could vary up to plus or minus 20% of Target to allow for recognition of the variation of the Company's and individual's performance in the prior year. Any adjustments to the Target grant level for the current year were determined to result in a change to the time-vested portion of the award only. Performance share units will remain at the peer driven Target value with any adjustments at payout based on future Company performance. Adjustments to the grant value for any given year does not change the overall Target award (as a percentage of salary) for future years. The 20152018 annual equity grants were comprised of 50% performance-vesting restricted stock units (“performance shares”) and 50% time-vesting restricted stock.

At the time of the 2018 annual equity grants, Mr. Newell and Mr. Lorey each received an enhanced grant. Both of these individuals are in critically important leadership roles which drive corporate performance and strategy. After reviewing the positioning of their total compensation relative to the market reference information available and considering the status and composition of their current stock ownership levels, the Committee decided to enhance their grant amounts, for this particular grant, beyond the established guidelines. It was determined that the guidelines were not adequate to reinforce the value of retaining these two executives in their respective roles. In both cases, the additional amounts provided to enhance these grants maintained an equal proportioning between time and performance based vesting. This will strengthen retention and improve market competitiveness with an emphasis on long term performance.



    
Named Executive Officer
2015 Equity Awards2018 Equity Awards
The 2015
Plan
Time-
Vested
Restricted
Stock
(# of
Shares)
 
The 2015
Plan
Performance-
Vested
Restricted
Stock Units
(# of Shares)
 
Total
Value at
Target
($000)
Time-
Vested
Restricted
Stock
(# of
Shares)
 
Performance-
Vested
Restricted
Stock Units
(# of Shares)
 
Total
Value at
Target
($000)
Mr. William H.W. Crawford, IV 20,395 20,395 $554 14,697 14,697 $466
Mr. Eric R. Newell 5,876 5,876 $160 8,741 8,741 $277
Mr. John J. Smith 4,286 4,286 $136
Mr. David C. Paulson 5,386 5,386 $146 3,901 3,901 $124
Mr. Mark A. Kucia 5,386 5,386 $146
Mr. Brandon C. Lorey 5,386 5,386 $146 7,803 7,803 $247
Mr. Marino J. Santarelli(1)
 — — —
(1)Mr. Santarelli did not receive an equity award in 2015 as his separation was announced in October 2015, prior to the November 2015 equity grant date.

Performance-vested restricted stock units have a three-year performance period (January 1, 20162019 – December 31, 2018)2021) with performance criteria reflecting two key financial measures with equal weighting: the three-year change in Core Earnings Per Share (“Core EPS”) and three-year Total Shareholder Return (“TSR”). and the three year average of Pre-Tax Pre-Provision profit as a percentage of Average Assets ("PTPP/AA"), a non-GAAP measure. These goals were selected to reflect our focus of the Company's Four Key Objectives, which include sound risk management and shareholder value enhancement over the long-term horizon.horizon, and equally balance metrics between peer-based and absolute number measures. Performance for both goalsthe TSR goal will be evaluated after three years based on the Company’s performance relative to the SNL U.S. Bank and Thrift index with assets between $3.5 billionindex. Performance for the PTPP/AA goal will be based based on the Company’s reporting of this profitability metric to shareholders for calendar years 2019, 2020 and $10 billion.2021, and then averaging the reported value for each year over the entire three year performance period relative to goals established by the Committee at the beginning of the performance period.

         
3 year Performance
Relative to SNL U.S. Bank
& Thrift Index
3 year Performance Relative to PTPP/AA GoalPayout Schedule
75th to 100thpercentile
Stretch150% of target
50th to 74thpercentile
Target100% of target
35th to 49thpercentile
Threshold50% of target
Below the 35th percentile
Below threshold0% of target

Each measure’s performance is determined independently. A payout percentage will be interpolated between 50% and 150% dependent on the reported percentile to peers. However, if either the Core EPS changepeers or TSR metric is negative for the performance period, the total payout will be capped at Target.percentile to goal. The performance-based restricted stock units will vest as soon as practical after performance results are known and the Committee reviews and certifies the results.

Time-vested restricted stock granted from the 2015 Plangrants have an incremental vesting schedule which vests 33.33% per year beginning on first anniversary of the grant date.


24Performance-based restricted stock units were awarded to eligible executives on November 18, 2015 which vested on the last day (or next business day) of the performance period, or December 31, 2018. However, because of the relative metrics involved in the vesting of these units, the result cannot be determined until after fourth quarter earnings are reported by the Company's performance reference group, which was defined by the Compensation Committee to include exchange traded U.S. Banks and Thrifts with assets between $3.5 billion and $10 billion as of December 31, 2018. The vesting of these performance units was based on two relative metrics: Core Earnings Per Share growth and Total Shareholder Return. For the first metric, Core Earnings Per Share growth, the Company’s performance was in the 10th percentile of the reference group of institutions. As a result, the performance units tied to this metric did not meet the Threshold performance and there was no payout related to those units. For the second metric, Total Shareholder Return, the Company’s performance was in the 45th percentile of the reference group of institutions. As a result, the performance units tied to this metric met the Threshold performance but were less than Target performance. On an interpolated basis, the payout was determined to be 83.33% of the Target for the Total Shareholder Return metric. Thus, the total payout for both of these metrics, which were equally weighted and made up the total number of performance shares, was 42% of Target.



 
  Named Executive Officer
2016 - 2018 Performance Cycle
 
Performance-
Vested
Restricted
Stock Units Target (# of Shares)
 
Performance-
Vested
Restricted
Stock Units Vested
(# of Shares)
 
Total
Vested as of December 31, 2018
(%)
Mr. William H.W. Crawford, IV 20,395 8,565 42%
Mr. Eric R. Newell 5,876 2,467 42%
Mr. John J. Smith*
  -  -  -
Mr. David C. Paulson 5,386 2,262 42%
Mr. Brandon C. Lorey 5,386 2,262 42%
* Mr. Smith was hired after the grant date of November 18, 2015.

Chief Executive Officer Compensation Review
The Compensation Committee reviews executive compensation annually with an expanded analysis conducted every other year. During 2017, an expanded analysis was conducted, including an in-depth market evaluation performed for Mr. Crawford’s role as CEO and President. In partnership with its compensation consultant, Meridian, in July of 2017 the Committee studied Mr. Crawford's realizable and realized pay-for-performance alignment in comparison to the Company's peer group during the analyzed performance period. This study was followed by a full executive compensation analysis in October of 2017. The Committee considered various compensation components in comparison to publicly traded banks that were similar in regional location and asset size. As this information was considered, the Committee also continued to prioritize the maintenance of an appropriate “at-risk” or “performance-based” mix in Mr. Crawford’s total compensation. 

In terms of base salary, the Committee approved a 4% increase for Mr. Crawford effective January 1, 2018 which brought this component of his compensation to $‎665,184, which was slightly below the market median. During 2018, the Committee approved a 3% increase for Mr. Crawford effective January 7, 2019 which brought this component of his compensation to $‎685,140, and continues to be slightly below the market median. Mr. Crawford’s short-term incentive target is 55% and is capped at 82.5% of base salary, or 150% of target. Mr. Crawford’s long-term incentive target remained at 70%, in line with the market median, equally balanced between time-vesting and performance-vesting stock. Overall, the Company’s pay mix for the CEO and President position is similar to market with 55% of pay "at-risk" versus 56% for the Company's peer group.

For the 2018 performance year, Mr. Crawford was awarded a short-term incentive payout under the Senior Officer Incentive Plan of $428,046, or approximately 117% of his target incentive. This payout reflected Company performance that met operational efficiency goals, and exceeded asset quality and operating return goals, but did not meet profitability expectations. Individual performance assessment considers that over Mr. Crawford's tenure, since joining the Company in 2011, the Company has generated 18% revenue growth and 25% earnings per share growth in terms of compound annual growth rates each year. In addition, the Committee again recognized Mr. Crawford’s highly effective individual performance in areas such as constituent relationships, strategic focus and talent management.

In November 2018, as part of the Company’s normal cycle, Mr. Crawford was awarded a stock grant with a fair market value of $465,601, comprised of 50% time-vesting restricted stock and 50% performance-vesting restricted stock units. This award was equal to 70% of Mr. Crawford’s salary at the end of 2018 and a 1% increase in dollar value over the previous year.

The non-GAAP financial measures presented in this document provide supplemental perspectives on operating results, performance trends and financial condition. A reconciliation of non-GAAP measures to GAAP measures is attached as Appendix A.

Benefits and Supplemental Executive Retirement Plans

In addition to the compensation paid to executive officers as described above, executive officers received, along with and on the same terms as other employees, certain benefits pursuant to the 401(k) Plan and life insurance. All of the Named Executive Officers are also eligible to participate in the Supplemental Savings and Retirement Plan ("SSRP"). This Plan provides restorative payments to select highly compensated executives designated by the Compensation Committee who are prevented by federal law from receiving the full benefits contemplated by the 401(k) Plan.



In December 2012, the Company adopted a defined contribution Supplemental Executive Retirement Plan (“SERP”) for Mr. Crawford to fulfill the promise made in Mr. Crawford’s 2011 employment agreement, as well as to encourage retention and provide an additional opportunity for long-term performance-based compensation. The SERP provides Mr. Crawford annual contributions on the last day of the plan year equal to 30% of base salary, less all employer contributions (other than matching contributions) to his accounts under the 401(k) Plan and the SSRP. Mr. Crawford has the opportunity to receive an additional annual contribution equal to 15% of base salary if certain performance criteria are achieved during overlapping three-year performance periods, as established within ninety (90) days of the beginning of each performance period by the Committee. The most recent three-year performance period was the period commencing on January 1, 2016 and ending on December 31, 2018. The performance goal for this three-year period was not achieved and the Compensation Committee did not approve the payment of the additional performance contribution for that time period.

In addition to the contributions described above, the SERP account balance is credited with interest each month based on the monthly Moody’s Seasoned Aaa Corporate Bond Yield. At termination of employment, Mr. Crawford receives his vested account balance, payable as a lump-sum on the first day of the month following the one year anniversary of his separation from service. If termination occurs for reasons other than death, disability, involuntary termination following a change in control, or for cause, the percentage of the account that is vested is as follows: 50% at December 31, 2015, and an additional 10% at each subsequent anniversary until fully vested, if Mr. Crawford remains continuously employed by the Company through December 31, 2020. If termination occurs due to death or disability, the account balance becomes 100% vested and the balance is distributed as a lump-sum payment on the first of the month following separation from service. Upon involuntary termination (or termination for good reason) within two years following a change in control, the account balance becomes 100% vested and an additional amount is added to the account equal to the product of A and B, where:
A is an amount equal to 30% of annual salary, less all employer contributions (other than matching contributions) to Mr. Crawford’s accounts under the 401(k) Plan and the SSRP for the respective Plan year, and;
B is the lesser of 10 or the number of years between Mr. Crawford’s age at separation from service and age 65.

All benefits under the SERP are forfeited if Mr. Crawford is terminated for cause. As the SERP is an unfunded, non-qualified plan, Mr. Crawford has the status of an unsecured general creditor of the Company with respect to the benefits accrued under the SERP.

Messrs. Crawford, Newell, Smith, Paulson and Lorey received automobile allowances; Messrs. Crawford, Newell, Paulson and Lorey received club dues reimbursement; and Mr. Smith received a relocation expense reimbursement and a housing stipend. The value of these benefits are disclosed in the notes to the Summary Compensation Table.

Death Benefits for Certain Officers

The Bank maintains an unfunded plan for a select group of officers whose lives have been insured by Bank Owned Life Insurance (“BOLI”) pursuant to which $25,000 is payable to a beneficiary designated by the officer upon the death of the officer while actively employed by the Bank or after attaining eligible retirement age, and the balance is payable to the Bank.

Executive Employment/Severance Agreements

The Company has entered into employment agreements with all of its Named Executive Officers and certain other executive officers. All of these contracts reflect an initial two-year term, which are automatically extended annually for a one-year period, with the exception of Mr. Crawford, CEO and President. On November 20, 2017, the Committee entered into an amended employment agreement with Mr. Crawford with an initial term of one-year, which will be automatically extended annually for additional one-year periods. The agreement provides for an initial base salary of $639,600 per year. The agreement also provides that Mr. Crawford will be eligible to earn annual incentive compensation with an incentive target in amounts determined by the Company’s Compensation Committee. Mr. Crawford will be eligible to participate in employee and executive benefit plans and programs of the Bank.

On December 18, 2015, the Company entered into new employment agreements with Messrs. Newell, Paulson and Lorey, effective January 1, 2016; and with Mr. Smith on January 19, 2016. The initial term of the agreements with Messrs. Newell, Paulson and Lorey was until December 31, 2017, and automatically extends annually for a one-year period; and the initial term of the agreement with Mr. Smith was until January 18, 2018, and automatically extends annually for a one-year period.

The employment agreements include change in control provisions. The Company believes these agreements are necessary to preserve a stable executive team during the transition process related to a change in control, and appropriate to provide


a level of financial security so that executives will remain focused on shareholders’ and customers’ interests in connection with the change in control.

Named Executive Officers are not entitled to receive severance benefits due simply to a change in control. The change in control provisions provide for the payment of severance benefits upon a “double trigger” event. A “double trigger” event used in this context means that an executive is only entitled to change in control benefits if the executive’s employment is terminated without cause or the executive resigns for good reason within two years of a change in control.

If the payments and benefits payable in connection with a change in control would be subject to the excise tax under Section 4999 of the Internal Revenue Code (the “Code”), the Named Executive Officer will receive either (a) the payment reduced to the maximum amount that will not result in any excise tax under Code Section 4999 being triggered; or (b) the full payment, in which case, the Named Executive Officer will be responsible for paying the excise tax, but only if this alternative leaves the Named Executive Officer in a better after-tax position.

Equity Compensation Grant PracticesDeath Benefits for Certain Officers

The CommitteeBank maintains an unfunded plan for a select group of officers whose lives have been insured by Bank Owned Life Insurance (“BOLI”) pursuant to which $25,000 is solely responsible forpayable to a beneficiary designated by the developmentofficer upon the death of the schedule of equity awards made to our Chief Executive Officerofficer while actively employed by the Bank or after attaining eligible retirement age, and the other Named Executive Officers. As a general matter, the Committee’s processbalance is independent of any consideration of the timing of the release of material non-public information, including with respectpayable to the determination of grant dates or stock option exercise prices. Similarly, we have never timed the release of material non-public information to affect the value of executive compensation. In general, the release of such information reflects long-established timetables for the disclosure of material non-public information such as earnings reports or, with respect to other events reportable under federal securities laws, the applicable requirements of such laws with respect to timing of disclosure. The Committee’s decisions are reviewed by the full Board of Directors.Bank.

In accordance with our equity plan, the Committee may grant stock options only at or above fair market value, which is defined as the closing sales price of our common stock on the NASDAQ on the date of grant.


Stock Ownership Guidelines:

In 2012, the Committee implemented stock ownership guidelines to encourage select senior executive officers and directors to hold meaningful ownership in Company stock and align their interests with those of our shareholders.

Our policy requires senior executive officers and Board members to obtain and maintain beneficial ownership (by Company grant and through individual purchase) of the following amount of shares in the Company’s common stock.

Position / LevelRequirement
Directors
Board Member3 times Board retainer
Senior Executive Officers
Chief Executive Officer3 times base salary
Executive Vice Presidents2 times base salary
Senior Vice Presidents1 times base salary

Beneficially owned shares include shares that the individual owns or has voting power including the power to vote, or to direct the voting; and/or, investment power including the power to dispose or to direct the disposition. Shares owned by an individual in the Company’s benefit plans (e.g. 401(k)) count toward the stock ownership requirement. In addition, unvested time-vesting restricted stock count toward the stock ownership requirements since those shares convey voting rights during the vesting period. Until the requirement is met, senior executive officers and Directors are expected to hold 75% of net of tax shares from equity grants. There were no exceptions to this holding requirement in 2015.

Hedging Policy and Pledging Restrictions

Our policy prohibits our senior executive officers and Directors from engaging in transactions having the effect of hedging the unvested portion of any equity or equity-linked award. In addition, the Company does not permit shares pledged for senior executive officers and Directors to be applied toward stock ownership guidelines, and limits the number of shares they may pledge.

Clawback PolicyExecutive Employment/Severance Agreements

The Company has adoptedentered into employment agreements with all of its Named Executive Officers and certain other executive officers. All of these contracts reflect an initial two-year term, which are automatically extended annually for a Clawback Policy (the “Policy”),one-year period, with the exception of Mr. Crawford, CEO and President. On November 20, 2017, the Committee entered into an amended employment agreement with Mr. Crawford with an initial term of one-year, which wouldwill be triggeredautomatically extended annually for additional one-year periods. The agreement provides for an initial base salary of $639,600 per year. The agreement also provides that Mr. Crawford will be eligible to earn annual incentive compensation with an incentive target in amounts determined by any restatementthe Company’s Compensation Committee. Mr. Crawford will be eligible to participate in employee and executive benefit plans and programs of the Bank.

On December 18, 2015, the Company entered into new employment agreements with Messrs. Newell, Paulson and Lorey, effective January 1, 2016; and with Mr. Smith on January 19, 2016. The initial term of the agreements with Messrs. Newell, Paulson and Lorey was until December 31, 2017, and automatically extends annually for a one-year period; and the initial term of the agreement with Mr. Smith was until January 18, 2018, and automatically extends annually for a one-year period.

The employment agreements include change in control provisions. The Company believes these agreements are necessary to preserve a stable executive team during the transition process related to a change in control, and appropriate to provide


a level of financial statements.security so that executives will remain focused on shareholders’ and customers’ interests in connection with the change in control.

Named Executive Officers are not entitled to receive severance benefits due simply to a change in control. The Policy covers performance-based incentive and equity compensation awarded when vesting, settlementchange in control provisions provide for the payment of severance benefits upon a “double trigger” event. A “double trigger” event used in this context means that an executive is only entitled to change in control benefits if the executive’s employment is terminated without cause or payment is contingent up on the achievementexecutive resigns for good reason within two years of a specified performance metric. Excess compensation, determined to bechange in control.

If the amount of compensation that would not have been paid to the Executive Officer if the financial statements were correct at the time of the payment,payments and benefits payable in connection with a change in control would be subject to recoupment at the discretionexcise tax under Section 4999 of the Committee.

Chief Executive Officer Compensation Review
In recognizing the strong performance of Mr. Crawford during his five year tenure with the Company, the Committee has taken a balanced view encompassing both short and long term considerations. Mr. Crawford led the Company in delivering

25


record net income in 2015 and since 2011 led the Company’s growth in total assets to $6.2 billion from $1.7 billion, and led the growth in earnings per share at a compounded annual rate of 29%. This has translated into a Total Shareholder Return of 88% over a five year period, exceeding the peer group median and average, and ranking 8th highest out of the 26 banks in the group, inclusive of the Company. However, over a three year period the Total Shareholder Return ranks below the peer group median and average, we believe primarily driven by non-core one-time expenses related to the transformational merger of equals in 2014 and the challenges in meeting some of the Merger targets due to the flattening yield curve. With Mr. Crawford’s total compensation in 2014 trailing the peer group median and average, ranking only 18th highest out of the 26 banks in the group, the Committee’s compensation decisions reflected both his positive track record in the long term with the short term need to produce the expected operating efficiencies resulting from the Merger. 

One significant action the Committee executed in 2015 in order to align pay with performance was to postpone an increase in base salary for Mr. Crawford from the Merger on April 30, 2014 through the end of 2015.  After an evaluation of market data in October 2015 provided by Meridian, the Committee increased the Chief Executive Officer’s base salary by 3% to $615,000 effective January 1, 2016.  At the time of the decision, the Committee wanted to affirm Mr. Crawford’s efforts to position the Bank favorably in a challenging business environment, but did not believe the base salary increase would keep pace with his peer group.  A priority for the Committee was to maintain an appropriate “at-risk” portion of Mr. Crawford’s compensation; the Meridian market evaluation indicated that 55% of Mr. Crawford’s compensation was “at risk” should the Company not achieve the approved performance metrics versus 54% average “at risk” pay for Chief Executive Officers of banks in the compensation peer group. One strategy utilized to achieve this mix was the decision to award 50% of Mr. Crawford’s 2015 equity grant in the form of performance-based restricted stock units with Total Shareholder Return and Earnings Per Share as performance metrics. Mr. Crawford received equity grants with a fair market value of $554,000 comprised entirely of restricted stock (50% performance-vesting and 50% time-vesting). All equity grants were delayed until the end of 2015 to allow for the establishment of post-merger results and shareholder approval of a new stock plan. The Committee decided to have Mr. Crawford’s short-term incentive target remain at 50% of base salary for 2015 and his cap remain at 75% of base salary, or 150% of target, noting that the target is based on a base salary that is lower than his peers. Based on the Company’s stretch performance on asset quality and operating ROTCE, slightly below target performance on operating efficiency, and his highly effective individual performance as Chief Executive Officer, Mr. Crawford was awarded an incentive under the 2015 SOICP of $385,158, or approximately 129% of his target incentive.

Benefits and Supplemental Executive Retirement Plans

In addition to the compensation paid to executive officers as described above, executive officers received, along with and on the same terms as other employees, certain benefits pursuant to the 401(k) Plan and life insurance. All ofInternal Revenue Code (the “Code”), the Named Executive Officers are also eligibleOfficer will receive either (a) the payment reduced to participatethe maximum amount that will not result in the Supplemental Savings and Retirement Plan. This Plan provides restorative payments to select highly compensated executives designated by the Compensation Committee who are prevented by federal law from receivingany excise tax under Code Section 4999 being triggered; or (b) the full benefits contemplated bypayment, in which case, the 401(k) Plan.
Mr. Kucia participatesNamed Executive Officer will be responsible for paying the excise tax, but only if this alternative leaves the Named Executive Officer in an individual Supplemental Executive Retirement Agreement designed to provide him with retirement benefits outside of the Retirement Plan of Rockville Bank which was closed to new entrants as of January 1, 2005. The Committee believes this nonqualified supplement retirement benefit is both appropriate and common for executives based on information reviewed by the Committee at the time the Plan was established in 2010.
In December 2012, the Company adopted a defined contribution supplemental executive retirement plan (“SERP”) for Mr. Crawford to fulfill the promise made in Mr. Crawford’s 2011 employment agreement, as well as to encourage retention and provide an additional opportunity for long-term performance-based compensation. The SERP provides Mr. Crawford annual contributions on the last day of the plan year equal to 30% of base salary, less all employer contributions (other than matching contributions) to his accounts under the 401(k) Plan and the Supplemental Savings and Retirement Plan. Mr. Crawford has the opportunity to receive an additional annual contribution equal to 15% of base salary if certain performance criteria are achieved during overlapping three-year performance periods, as established within ninety (90) days of the beginning of each performance period by the Committee. The initial performance periods ending December 31, 2013 and December 31, 2014, were based on one-year and two-year periods, respectively, each commencing on January 1, 2013. The first full three-year performance period was the period commencing on January 1, 2013 and ending on December 31, 2015. The performance goal for that three-year period was achieved and the Compensation Committee approved the payment of the additional performance contribution for that time period.better after-tax position.
In addition to the contributions described above, the SERP account balance is credited with interest each month based on the monthly Moody’s Seasoned Aaa Corporate Bond Yield. At termination of employment, Mr. Crawford receives his vested account balance, payable as a lump sum on the first day of the month following the one year anniversary of his separation from service. If termination occurs for reasons other than death, disability, involuntary termination following a change in control, or for cause, the percentage of the account that is vested is as follows: 50% at December 31, 2015, and an additional 10% at each

26


subsequent anniversary until fully vested, if Mr. Crawford remains continuously employed by the Company through December 31, 2020. If termination occurs due to death or disability, the account balance becomes 100% vested and the balance is distributed as a lump sum payment on the first of the month following separation from service. Upon involuntary termination (or termination for good reason) within two years following a change in control, the account balance becomes 100% vested and an additional amount is added to the account equal to the product of A and B, where:
A is an amount equal to 30% of annual salary, less all employer contributions (other than matching contributions) to Mr. Crawford’s accounts under the 401(k) Plan and the Supplemental Savings and Retirement Plan for the respective plan year, and;
B is the lesser of 10 or the number of years between Mr. Crawford’s age at separation from service and age 65.
All benefits under the SERP are forfeited if Mr. Crawford is terminated for cause. As the SERP is an unfunded, non-qualified plan, Mr. Crawford has the status of an unsecured general creditor of the Company with respect to the benefits accrued under the SERP.
Messrs. Crawford, Paulson, Lorey and Santarelli received automobile allowances; Messrs. Crawford, Newell, Paulson, Kucia, Lorey and Santarelli received club dues reimbursement; and Messrs. Crawford,Newell and Kucia received reimbursements for the cost of the preparation of their individual tax returns. The value of these benefits are disclosed in the notes to the Summary Compensation Table.
Death Benefits for Certain Officers

The Bank maintains an unfunded plan for a select group of officers whose lives have been insured by Bank Owned Life Insurance (“BOLI”) pursuant to which $25,000 is payable to a beneficiary designated by the officer upon the death of the officer while actively employed by the Bank or after attaining eligible retirement age. The benefits ofage, and the Plan are primarily for the Bank but each policy provides that a $25,000 portion of the proceeds upon death be paidbalance is payable to the officer’s designated beneficiary.Bank.

Executive Employment/Severance Agreements

The Company has entered into employment agreements with all of its Named Executive Officers and certain non-executiveother executive officers. All of these contracts reflect an initial two-year term, which are automatically extended annually for a term of one year,one-year period, with the exception of Mr. Crawford, CEO who has a three year contract.and President. On November 14, 2013,20, 2017, the Committee entered into a newan amended employment agreement with Mr. Crawford with an initial term of three years, effective as of April 30, 2014. The term of the agreement is until April 30, 2017, subject to possible annual extensions.one-year, which will be automatically extended annually for additional one-year periods. The agreement provides for an initial base salary of $500,000$639,600 per year. The agreement also provides that Mr. Crawford will be eligible to earn annual incentive compensation with an incentive target in amounts determined by the Company’s Compensation Committee. Mr. Crawford will be eligible to participate in employee and executive benefit plans and programs of the Bank.

On December 18, 2015, the Company entered into new employment agreements with Messrs. Newell, Paulson and Lorey, effective January 1, 2016; and with Mr. Smith on January 19, 2016. The initial term of the agreements with Messrs. Newell, Paulson and Lorey was until December 31, 2017, and automatically extends annually for a one-year period; and the initial term of the agreement with Mr. Smith was until January 18, 2018, and automatically extends annually for a one-year period.

The employment agreements include change ofin control provisions. The Company believes these agreements are necessary to preserve a stable executive team during the transition process related to a change ofin control, and appropriate to provide


a level of financial security so that executives will remain focused on shareholders’ and customers’ interests in connection with the change ofin control.

Named Executive Officers are not entitled to receive severance benefits due simply to a change ofin control. The change ofin control provisions provide for the payment of severance benefits upon a “double trigger” event. A “double trigger” event used in this context means that an executive is only entitled to change ofin control benefits if the executive’s employment is terminated without cause or the executive resigns for good reason within two years of a change ofin control.

If the payments and benefits payable in connection with a change ofin control would be subject to the excise tax under Section 4999 of the Internal Revenue Code (the “Code”), the Named Executive Officer will receive either (a) the payment reduced to the maximum amount that will not result in any excise tax under Code Section 4999 being triggered; or (b) the full payment, in which case, the Named Executive Officer will be responsible for paying the excise tax, but only if this alternative leaves the Named Executive Officer in a better after-tax position.


Equity Compensation Grant Practices


The Committee is solely responsible for the development of the schedule of equity awards made to our Chief Executive Officer and the other Named Executive Officers. As a general matter, the Committee’s process is independent of any consideration of the timing of the release of material non-public information, including with respect to the determination of grant dates or stock option exercise prices. Similarly, we have never timed the release of material non-public information to affect the value of executive compensation. In general, the release of such information reflects long-established timetables for the disclosure of material non-public information such as earnings reports or, with respect to other events reportable under federal securities laws, the applicable requirements of such laws with respect to timing of disclosure. The Committee’s decisions are reviewed by, and must be approved by, the Company's full Board of Directors.




27


Executive Compensation Decisions for 2016In accordance with our equity plan, the Committee may grant stock options only at or above fair market value, which is defined as the closing sales price of our Common Stock on the NASDAQ on the date of grant.

Base Salaries. Stock Ownership Guidelines

In November 2015,2012, the Committee approvedimplemented stock ownership guidelines to encourage select senior executive officers and Directors to hold meaningful ownership in Company stock and align their interests with those of our shareholders. The stock ownership guidelines for Board members were modified in 2017 to five times the Board retainer from three times the Board retainer, thereby increasing the stock ownership guidelines for Board members to $200,000 from $75,000. All Directors meet the stock ownership guideline requirements as of December 31, 2018.
Our policy requires senior executive officers and Board members to obtain and maintain beneficial ownership (by Company grant and through individual purchase) of the following base salaries for our Named Executive Officers, effective January 1, 2016:amount of shares in the Company’s Common Stock.

            
Position / LevelRequirement
NamedDirectors
Board Member5 times Board retainer
Senior Executive Officers
Chief Executive Officer 2016 Base Salary3 times base salary
Mr. William H. W. Crawford, IVExecutive Vice Presidents $615,0002 times base salary
Mr. Eric R. NewellSenior Vice Presidents $317,000
Mr. David C. Paulson$283,000
Mr. Mark A. Kucia$283,000
Mr. Brandon C. Lorey$283,0001 times base salary

Short-Term Incentive Compensation. Beneficially owned shares include shares that the individual owns or has voting power including the power to vote, or to direct the voting; and/or, investment power including the power to dispose or to direct the disposition. Shares owned by an individual in the Company’s benefit plans (e.g. 401(k)) count toward the stock ownership requirement. In November 2015,addition, unvested time-vesting restricted stock count toward the Committee also established objectivesstock ownership requirements since those shares convey voting rights during the vesting period. Until the requirement is met, senior executive officers and Directors are expected to hold 75% of net of tax shares from equity grants. There were no exceptions to this holding requirement in 2018.

Hedging Policy and Pledging Restrictions

Our policy prohibits our senior executive officers and Directors from engaging in transactions having the effect of hedging the unvested portion of any equity or equity-linked award. In addition, the Company does not permit shares pledged for


senior executive officers and Directors to be applied toward stock ownership guidelines, and limits the 2016 annual cash incentives,number of shares they may pledge.

Clawback Policy

The Company has adopted a Clawback Policy (the “Policy”), which willwould be payable in 2017.triggered by any restatement of the financial statements. The targetPolicy covers performance-based incentive opportunity remains 50%and equity compensation awarded when vesting, settlement or payment is contingent upon the achievement of base salary fora specified performance metric. Excess compensation, determined to be the Chiefamount of compensation that would not have been paid to the Executive Officer and 40% forif the Executive Vice Presidents.

Executive Employment/Severance Agreements. On December 18, 2015,financial statements were correct at the Company entered into new employment agreements with Messrs. Newell, Paulson, Kucia and Lorey, effective January 1, 2016. The initial termtime of the new agreements is until December 31, 2017,payment, would be subject to potential annual extensions followingrecoupment at the initial two-year term. Highlightsdiscretion of the new agreements include:
The payment for health benefits if the termination is by reason of death or disability will be a cash payment equal to COBRA coverage as opposed to the previous agreements which provided for a cash payment to cover continued benefits through Social Security Retirement Age.

In cases of termination "Without Cause of For Good Reason" the severance payment will be based off of "target" bonus, amended from including the greater of target for the current year or actual bonus for the prior year.Committee.

Tax, Accounting and Other Considerations

The Compensation Committee considers the effects of tax and accounting treatments when it determines executive compensation. For example, in 1993,under the Internal Revenue Code was amendedTax Cut and Jobs Act enacted on December 22, 2017, generally compensation paid to disallowapplicable executive officers of publicly traded companies, in excess of $1million, is disallowed from receiving a tax deduction on compensation paid to executive officers in excess of $1 million (section 162(m) of the Internal Revenue Code), unless, among other things, the compensation meets the requirements for performance-based compensation.. In structuring United’s compensation programs and in determining executive compensation, the Committee takes into consideration the deductibility limit for compensation. Despite the loss of deductibility, United continues to commit to providing a significant portion of executive pay in performance-based components, consistent with its compensation philosophy. The Committee reserves the right, however, in the exercise of its business judgment, to establish appropriate compensation levels for executive officers that may exceed the limits on tax deductibility established under Section 162(m) of the Code. The employment contracts for the Named Executive Officers were amended in 2012 and contain change ofin control limitation provisions pursuant to Internal Revenue Code Section 280G. If a change ofin control payment exceeds the limit for deductible payments under Section 280G of the Internal Revenue Code, the higher of (i) safe harbor amounts; or (ii) full payments after tax (i.e., “best of after-tax benefit”) will be paid to the Named Executive Officer. For the full payments, the Named Executive Officer is responsible for paying the excise tax. The Compensation Committee takes into consideration the accounting effects of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 in determining vesting periods for stock options and restricted stock awards under the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee has reviewed and discussed with Management the “Compensation Discussion and Analysis” disclosure appearing above in this Proxy Statement. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors of the Company that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015,2018, which incorporates by reference the disclosure contained in this Proxy Statement.



28



March 10, 201615, 2019

The Compensation Committee:

Kristen A. Johnson, Chairman
Carol A. Leary, Vice Chairman
Paula A. AielloMichael F. Crowley
Raymond H. Lefurge, Jr.
Robert A. Stewart, Jr.


COMPENSATION OF EXECUTIVE OFFICERS AND TRANSACTIONS WITH MANAGEMENT

Summary Compensation Table

The following table sets forth certain information with respect to the compensation of our principal executive officer, principal financial officer and three most highly compensated executive officers. In addition, in accordance with SEC rules, we also include our Former Chief Operating Officer. Each individual listed in the table below may be referred to as a Named Executive Officer or NEO or Executive Officer. No options or other equity-based awards were repriced or otherwise modified during 20152018 for the Named Executive Officers.


Name and Principal PositionYear 
Salary(2)
 
Bonus(3)
 
Stock(4)
Awards
 
Option
Awards
(5)
 
Non-Equity
Incentive Plan
Compensation
(6)
 
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings(7)
 
All Other
Compensation
(8)
TotalYear 
Salary(1)
 
Bonus(2)
 
Stock
Awards(3)
 
Option
Awards
(4)
 
Non-Equity
Incentive Plan
Compensation
(5)
 
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings(6)
 
All Other
Compensation
(7)
Total
(a)(b) (c)$ (d)$ (e)$ (f)$ (g)$ (h)$ (i)$(j)$(b) (c)$ (d)$ (e)$ (f)$ (g)$ (h)$ (i)$(j)$
William H. W.2015 597,288 — 553,928 — 385,158 — 324,0891,860,4632018 667,250 — 465,601 — 428,046 — 347,3641,908,261
Crawford, IV2014 565,865 — 363,941 52,546 344,296 — 319,1021,645,7502017 639,363 — 460,486 — 438,126 — 417,1991,955,174
Chief Executive Officer2013 439,925 — 118,985 118,999 346,290 — 305,0771,329,276
Chief Executive Officer and President2016 617,365 — 430,493 — 353,625 — 378,6501,780,133
Eric R. Newell2015 301,154 — 159,592 — 159,858 — 40,115660,7192018 347,239 — 276,915 — 162,005 — 60,657846,816
Executive Vice President,2014 273,039 — 112,490 37,499 143,233 — 34,641600,9022017 332,850 — 159,993 — 182,402 — 61,040736,285
Chief Financial Officer and Treasurer2013 201,396 — 32,224 32,247 125,130 — 48,245439,2422016 318,219 — 126,786 — 145,820 — 49,351640,176
David C. Paulson(1)
2015 276,058 150,000 146,284 — 144,130 — 56,676773,148
John J. Smith2018 340,604 — 135,780 — 158,880 — 85,552720,816
Executive Vice President,2017 329,600 — 139,985 — 180,621 — 83,415733,621
Chief Information and Administrative Officer2016 306,462 300,000 477,984 — 147,200 — 63,3991,295,045
David C. Paulson2018 309,996  123,584 — 144,629 — 66,994645,203
Executive Vice President,2014 235,865 150,000 299,988 — 150,000 — 31,721867,5742017 297,150 — 129,999 — 162,838 — 67,224657,211
Head of Wholesale Banking2013 — — — — — — —2016 284,088 50,000 113,193 — 130,180 — 62,236639,697
Mark A. Kucia2015 276,058 — 146,284 — 144,130 (25,420) 29,726570,778
Executive Vice President,2014 264,480 — 74,980 24,998 136,939 69,256 32,096602,749
Chief Credit Officer2013 223,135 — 35,987 36,000 139,680 (41,690) 69,042462,154
Brandon C. Lorey(1)
2015 265,692 — 146,284 — 140,967 — 36,347589,2902018 309,996 — 247,199 — 144,629 — 65,207767,031
Executive Vice President,2014 240,923 — 53,973 17,997 124,527 — 20,136457,5562017 297,150 — 139,985 — 162,838 — 59,661659,634
Head of Consumer Banking2013 204,923 85,000 135,987 135,999 139,680 — 153,816855,4052016 284,088 — 113,200 — 130,180 — 42,689570,157
Marino J. Santarelli(1)
2015 293,269 — — — — — 1,727,5012,020,770
Executive Vice President,2014 297,904 — 102,934 34,310 144,305 — 38,941618,394
Chief Operating Officer2013 264,831 — 48,999 48,998 162,960 — 69,752595,540

29


(1)Mr. Paulson was hired on March 2014 and became a Named Executive Officer in 2014; Mr. Lorey became a Named Executive Officer in 2015 and was reported as an NEO in 2013. Mr. Santarelli was Executive Vice President and Chief Operating Officer until December 16, 2015.
(2)Reflects actual base salary amounts paid for fiscal years 2013-2015.2016-2018. Annualized base salaries as of December 31, 20152018 were as follows: Mr. Crawford: $595,000;$665,184; Mr. Newell: $300,000;$346,164; Mr. Smith: $339,488; Mr. Paulson: $275,000; Mr. Kucia: $275,000;$309,036; and Mr. Lorey: $275,000; and Mr. Santarelli: $305,000.$309,036.
(3)(2)The amounts shown representsrepresent special payments made to Mr. Smith in 2016 as agreed upon at the time of his offer of employment and to Mr. Paulson in 20152016 as agreed upon at the time of his offer of employment in 2014.
(4)(3)These amounts represent the aggregate grant date fair value of restricted stock awards made pursuant to United’s 2015 Omnibus Stock Incentive Plan determined in accordance with FASB Topic 718. All time-vesting restricted stock awards vest over three years with the first vesting occurring on the one-year anniversary of the grant. All performance-vesting restricted stock awards vest 100% upon the three year anniversary of the grant if such defined performance metrics are met. The value attributed to performance shares in the Summary Compensation table above (50% of the total value of the Stock Awards) reflects target performance. The maximum value assuming performance at stretch level would be: Mr. Crawford: $692,410;$582,001; Mr. Newell: $199,490;$346,144; Mr. Smith: $169,726; Mr. Paulson: $182,855; Mr. Kucia: $182,855$154,480; and Mr. Lorey: $182,855.$308,999.
(5)(4)No stock option awards were granted to Named Executive Officers in 2015.2018.
(6)(5)Reflects the annual bonus award earned for fiscal year 20152018 under the Senior Officer Incentive Compensation Plan.
(7)(6)Reflects the changesThis benefit is not applicable, as none of Named Executive Officers are participants in the present value of the life annuity from fiscal year end 2014 to 2015 for thea non-qualified defined benefit retirement plan (Supplemental Executive Retirement Agreement).plan.
Name 
Retirement Plan
(Pension)
 
Supplemental
Executive
Retirement Plan
 
Supplemental
Savings &
Retirement Plan
 
Supplemental
Executive Ret.
Agreement
 Total
    (SERP)   (Flat $ Benefit)  
William H.W. Crawford, IV $—
 $—
 $—
 $—
 $—
Eric R. Newell —
 —
 —
 —
 —
David C. Paulson —
 —
 —
 —
 —
Mark A. Kucia —
 —
 —
 (25,420) (25,240)
Brandon C. Lorey —
 —
 —
 —
 —
Marino J. Santarelli —
 —
 —
 —
 —
Name
Retirement Plan
(Pension)
Supplemental
Executive
Retirement Plan
Supplemental
Savings &
Retirement Plan
Supplemental
Executive Ret.
Agreement
Total
(SERP)(Flat $ Benefit)
William H.W. Crawford, IV$—
$—
$—
$—
$—
Eric R. Newell—
—
—
—
—
John J. Smith—
—
—
—
—
David C. Paulson—
—
—
—
—
Brandon C. Lorey—
—
—
—
—
 


(8)(7)All Other Compensation includes 401(k) matching and discretionary contributions, automobile allowance, Company Contributioncontributions to the Supplemental Savings and Retirement Plan, change in present value of SERP, Group term life insurance premium and dividends on unvested restricted stock awards and Mr. Santarelli’s severance payments made based on the change-of-control provisions of his employment agreement.awards.
The following table shows individual amounts for fiscal year 20152018 included in the “All Other Compensation” column.

All Other Compensation - Break Out

 
Name and
Principal
Position
 
401(k)(a)
 
Bank
Owned
Life
Insurance(b)
 
Group
Term
Life
Insurance
(c)
 
Dividend
Paid(d)
 
Automobile
Allowance
 
Supplemental
Savings and
Retirement
Plan
 
Supplemental
Executive
Retirement
Plan(e)
 
Other(f)
 Total
 William H.W. Crawford, IV $15,273 $325 $552 $11,286 $9,346 $11,342 $258,733 $17,232 $324,089
 
 Eric R. Newell 16,047 325 216 3,550 — 2,876 — 17,101 $40,115
 
 David C. Paulson 16,047 — 1,242 6,949 12,462 2,056 — 17,920 $56,676
 
 Mark A. Kucia 16,047 325 696 2,366 — 1,299 — 8,993 $29,726
 
 Brandon C. Lorey 15,952 163 654 1,703 4,154 766 — 12,955
$36,347
 
 Marino J. Santarelli 16,047 325 3,564 3,249 6,000 3,052 — 1,695,264 $1,727,501
 
 
Name and
Principal
Position
 
401(k)(a)
 
Bank
Owned
Life
Insurance(b)
 
Group
Term
Life
Insurance
(c)
 
Dividend
Paid(d)
 
Automobile
Allowance
 
Supplemental
Savings and
Retirement
Plan
 
Supplemental
Executive
Retirement
Plan(e)
 
Other(f)
 Total
 William H.W. Crawford, IV $12,745 $620 $690 $35,383 $9,000 $18,390 $233,469 $37,067 $347,364
 
 Eric R. Newell 12,745 620 270 10,974 9,600 3,706 — 22,742 $60,657
 
 John J. Smith 12,745 — 3,810 16,631 9,600 4,235 — 38,531 $85,552
 
 David C. Paulson 12,745 — 1,290 9,551 12,000 2,105 — 29,303 $66,994
 
 Brandon C. Lorey 12,745 310 690 9,812 9,600 1,994 — 30,056 $65,207
 
 
(a)United’s matching and discretionary contributions to the qualified defined contribution 401(k) retirement plan.
(b)The cost of a $25,000 death benefit through Bank Owned Life Insurance. Mr. Crawford Mr. Newell, Mr. Kucia and Mr. SantarelliNewell have two such benefits.benefits and Mr. Lorey has one such benefit.
(c)Group term life insurance premiums for coverage in excess of $50,000.
(d)Dividends paid on unvested, time-vesting restricted stock and dividend equivalents accrued on unvested, performance-vesting restricted stock.stock units.
(e)The increase in present value of Mr. Crawford’s SERP based on his current compensation structure.
(f)Messrs. Crawford, Paulson,Mr. Crawford's other compensation includes $37,067 of club dues reimbursement. Mr. Newell's other compensation includes $22,481 of club dues reimbursement and reimbursement for mobile device use. Mr. Smith's other compensation includes $20,271 of relocation expense reimbursement agreed upon at the time of his hire, $18,000 of housing stipend and reimbursement for mobile device use. Mr. Paulson's other compensation includes $29,043 of club dues reimbursement and reimbursement for mobile device use; and Mr. Lorey's other compensation includes club dues reimbursement. Messrs. Newell and Kucia's other compensation includes club dues and reimbursement$29,796 of tax preparation services. Mr. Santarelli’s other compensation includes club dues reimbursement and reimbursement of tax preparation services and payments made based on the change-in-control provisions of his employment agreement.for mobile device use.

30


Grants of Plan-Based Awards
The following table presents information on plan-based compensation in 20152018 for the Named Executive Officers. The restricted stock awards were granted under the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan (the “2015 Plan”). See the CD&A “Incentive Compensation” and “Stock Awards” section for detailed descriptions.


 Name 
Grant
Date(1)
 
Estimated Possible Payouts
Under Non-Equity Incentive
Plan
Awards(2)
 
Estimated Possible Payouts
Under Equity Incentive Plan
Awards(3)
 
All
Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#)
 
All Other
Stock
Awards:
Number
of
Securities
Under-
lying
Options
(#)
 
Exercise
or Base
Price of
Option
Awards(4)
($/Sh)
 
Grant
Date Fair
Value of
Stock
and
Option
Awards(5)
($/Sh)
 (a) (b) ( c) (d)(e) (f) (g)(h) (i) (j) (k) (l)
       
Threshold
($)
 
Target
($)
Maximum
($)
 
Threshold
(#)
 
Target
(#)
Maximum
(#)
           
 William H. W. Crawford, IV 11/18/15 37,188 297,500446,250 10,198 20,39530,593 40,790 — — 553,928
 
 
 Eric R. Newell 11/18/15 15,000 120,000180,000 2,938 5,8768,814 11,752 — — 159,592
 
 David C. Paulson 11/18/15 13,750 110,000165,000 2,693 5,3868,079 10,772 — — 146,284
 
 Mark A. Kucia 11/18/15 13,750 110,000165,000 2,693 5,3868,079 10,772 — — 146,284
 
 Brandon C. Lorey 11/18/15 13,227 105,819158,729 2,693 5,3868,079 10,772 — — 146,284
 
 Marino J. Santarelli n/a 15,250 122,000183,000 — —— — — — —
 
 Name
Grant
Date(1)
 
Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards(2)
Estimated Possible Payouts
Under Equity Incentive Plan
Awards(3)
 
All
Other
Stock
Awards:
Number
of
Shares
of Stock
or Units(4)
(#)
 
All Other
Stock
Awards:
Number
of
Securities
Under-
lying
Options
(#)
 
Exercise
or Base
Price of
Option
Awards(5)
($/Sh)
 
Grant
Date Fair
Value of
Stock
and
Option
Awards(6)
($/Sh)
 (a)(b) ( c) (d)(e)(f) (g)(h) (i) (j) (k) (l)
      
Threshold
($)
 
Target
($)
Maximum
($)
Threshold
(#)
 
Target
(#)
Maximum
(#)
           
 William H.W. Crawford, IV11/19/18 36,585 365,851548,7777,439 14,69722,046 14,697 — — 465,601
 
 
 Eric R. Newell11/19/18 13,846 138,466207,6994,371 8,74113,112 8,741 — — 276,915
 
 John J. Smith11/19/18 13,579 135,795203,6932,143 4,2866,429 4,286 — — 135,780
 
 David C. Paulson11/19/18 12,361 123,614185,4211,951 3,9015,852 3,901 — — 123,584
 
 Brandon C. Lorey11/19/18 12,361 123,614185,4213,902 7,80311,705 7,803 — — 247,199
 
 
(1)This column shows the date of the grant for all equity awards granted in 2015.2018.
(2)For Mr. Crawford, the Annual Incentive Compensation Plan target represents 50%55% of base salary. All other executives’ Annual Incentive Compensation Plan targets as a percentage of base salary are 40% of base salary. Incentive opportunity ranges from 12.5%10% to 150% of target. Threshold, Target and Maximum represent an incentive opportunity SOICP.
(3)For awards granted on November 18, 2015,19, 2018, vesting will be determined by the Company’s relative performance of three-year Core Earnings Per Share and Total Shareholder Return.Return and the Company's absolute performance of Pre-Tax Pre-Provision Net Income divided by Average Assets over three years. The payout ranges from 50% to 150% of target.
(4)Column (i) represents the number of time vesting stock awards granted to Named Executive Officers in 2018.
(5)Exercise price would represent the closing price on the grant date if stock option awards were granted.
(5)(6)For stock option awards column (l) would reflect the grant date FASB Topic 718 fair value for awards disclosed in column (j); however notno stock option awards were granted to Named Executive Officers in 2015.2018.

Stock Incentive Award Plans
The Board of Directors and shareholders of the Company approved the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan (the “2015 Plan”) effective as of the Company’s 2015 special meeting in October 2015. The Company presented the 2015 Plan, which includes provisions that are considered to be more shareholder friendly than the 2012 Plan, due to the limited amount of shares remaining to be awarded in the 2012 Plan. The awards from the 2015 Plan consist of several components to meet objectives to provide a well-balanced perspective on long-term performance.The 2015 Plan allows the Company to use stock options, stock awards and performance awards to attract, retain and reward performance of qualified employees and others who contribute to the success of the Company. The Board believes that the availability of stock-based benefits is a key component in this strategy and that this strategy also furthers the objective of aligning the interests of Management and Company shareholders. UponAfter shareholder approval of the 2015 Plan in October 2015, no other awards mayare permitted to be granted from the 2006 Plan, the 2012 Plan or the Legacy United Stock Plans.

31


The following table sets forth certain information with respect to the value of all unexercised options and unvested stock awards previously awarded to each Named Executive Officer as of December 31, 2015.2018.





Outstanding Equity Awards at Fiscal Year-End
 
Option AwardsStock AwardsOption AwardsStock Awards
Name
Grant
Date(1)
 
Number of
Securities
Underlying
Unexercised
Options
 
Exercisable
Options
(#)
 
Number of
Securities
Underlying
Unexercised
Options(2)
 
Unexercisable
(#)
 
Equity
Incentive
Plan
Awards
Number of
Securities
Underlying
Unearned
Options
(#)
Option
Exercise
Price
($)
 
Option
Expiration
Date
Number
of
Shares
or Units
of Stock
That
Have
Not
Vested(3)
(#)
 
Market
Value of
Shares
or Units
of Stock
That
Have
Not
Vested(4)
($)
 
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)
 
Equity
Incentive
Plan
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)
Grant
Date
 
Number of
Securities
Underlying
Unexercised
Options
 
Exercisable
Options
(#)
 
Number of
Securities
Underlying
Unexercised
Options(1)
 
Unexercisable
(#)
 
Equity
Incentive
Plan
Awards
Number of
Securities
Underlying
Unearned
Options
(#)
Option
Exercise
Price
($)
 
Option
Expiration
Date
Number
of
Shares
or Units
of Stock
That
Have
Not
Vested(2)
(#)
 
Market
Value of
Shares
or Units
of Stock
That
Have
Not
Vested(3)
($)
 
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)
 
Equity
Incentive
Plan
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)
William H. W. Crawford, IV11/18/15 — — —— —20,395 262,688 20,395262,688
6/20/14 6,367 20,442 —13.73 6/20/247,560 97,373 15,167195,351
6/21/13 65,384 — —13.25 6/21/23— — ——
6/21/12 239,538 — —10.99 6/21/22— — ——
3/15/11 44,685 — —10.54 3/15/21— — ——
William H.W. Crawford, IV11/19/18 — — —— —14,697 216,046 14,697216,046
11/22/17 — — —— —8,579 126,111 12,172178,928
11/22/16 — — —— —4,296 63,151 12,889189,468
6/20/14 25,469 1,340 —13.73 6/20/24— — ——
6/21/13 65,384 — —13.25 6/21/23— — ——
6/21/12 184,723 — —10.99 6/21/22— — ——
Eric R. Newell11/18/15 — — —— —5,876 75,683 5,87675,68311/19/18 — — — —8,741 128,493 8,741128,493
6/20/14 4,544 14,588 —13.73 6/20/241,821 23,454 5,46270,35111/22/17 — — —— —3,085 45,350 4,07259,858
6/20/13 17,718 — —13.25 6/21/23— — ——11/22/16 — — — —1,265 18,596 3,79655,801
6/20/12 68,748 — —10.99 6/21/22— — ——6/20/14 18,175 957 —13.73 6/20/24— — ——
Eric R. Newell6/21/13 17,718 — —13.25 6/21/23— — ——
6/21/12 68,748 — —10.99 6/21/22— — ——
11/19/18 — — —— —4,286 63,004 4,28663,004
11/22/17 — — —— —2,685 39,470 3,58452,685
11/22/16 — — —— —1,277 18,772 3,83256,330
1/29/16 — — —— —20,649 303,540 ——
David C. Paulson11/18/15 — — —— —5,386 69,372 5,38669,37211/19/18 — — —— —3,901 57,345 3,90157,345
5/12/14 — — —— —8,509 109,596 5,67373,06811/22/17 — — —— —2,559 37,617 3,23147,496
Mark A. Kucia11/18/15 — — —— —5,386 69,372 5,38669,372
6/20/143,030 9,724 —13.73 6/20/241,213 15,623 3,64146,896
6/21/1319,780 — —13.25 6/21/23— — ——
6/21/1286,088 — —10.99 6/21/22— — ——
9/2/1115,091 — —9.50 9/2/21— — ——
11/15/105,187 — —7.42 11/15/20— — ——
3/16/099,479 — —6.09 3/16/19— — ——
2/20/089,858 — —7.90 2/20/18— — ——
David C. Paulson11/22/16 — — —— —1,130 16,611 3,38949,818
11/18/15 — — —— —5,386 69,372 5,38669,37211/19/18 — — —— —7,803 114,704 7,803114,704
6/20/14 2,181 16,725 —13.73 6/20/24873 11,244 2,62133,75811/22/17 — — —— —2,921 42,939 3,23147,496
Brandon C. Lorey6/21/13 19,780 — —13.25 6/21/23— — ——11/22/16 — — —— —1,130 16,611 3,38949,818
2/11/13 59,523 —  12.87 2/11/23— — ——6/20/14 8,723 459 —13.73 6/20/24— — —
6/21/13 17,505 — —13.73 6/20/24— — —
6/21/12 26,922 — —13.25 6/21/23— — —
Marino J. Santarelli6/20/12 86,088 — —10.99 6/21/22— — —
8/5/11 22,260 — —9.71 8/5/21— — —
6/21/13 19,780 — —13.25 6/21/23— — —
2/11/1339,523 — —12.87 2/11/23— — —
(1)Named Executive Officers did not receive options awards in 2015.
(2)Mr. Lorey became a Named Executive Officer in 2015.
(3)All options granted prior to the Merger vested 20% on the grant date and vested 20% annually thereafter if they were granted from Rockville’s 2006 Stock Incentive Award Plan; vested 25% on the grant date and vested 25% annually thereafter if they were granted from Rockville’s 2012 Stock Incentive Plan, with any remaining unvested options granted vesting on an accelerated basis at the time of the Merger. The options granted on June 20, 2014 from Rockville’s 2006 Stock Incentive Award Plan vest 20% on each June 20, 2015-2019, and the options granted from Rockville’s 2012 Stock Incentive Plan on June 20, 2014 vestvested 33.33% on each June 20, 2015-2017. All reported unvested options are granted from Rockville’s 2006 Stock Incentive Award Plan and will vest on June 20, 2019. No options were granted to Named Executive Officers in 2015.2018.
(4)(2)All time-vesting restricted stock awards granted prior to the Merger vested 20% on the grant date and vested 20% annually thereafter if they were granted from Rockville’s 2006 Stock Incentive Award Plan; vested 25% on the grant date and vested 25% annually thereafter if they were granted from Rockville’s 2012 Stock Incentive Plan, with any remaining unvested time-vesting restricted stock granted vesting on an accelerated basis at the timeHalf of the Merger. The time-vesting restricted stock awarded on May 12, 2014January 29, 2016 vest 25%33.33% on each May 12, 2014-2017January 29, 2017-2019, half of the time-vesting restricted stock awarded on January 29, 2016 vest 100% on January 29, 2019, the time-vesting restricted stock awarded on November 22, 2016 vest 33.33% on each November 22, 2017-2019, the time-vesting restricted stock awarded on November 22, 2017 vest 33.33% on each November 22, 2018-2020 and the time-vesting restricted stock awarded on June 20, 2014November 19, 2018 vest 33.33% on each June 20, 2015-2017. The performance-vesting restricted stock granted on June 21, 2012 and the performance-vesting restricted stock granted on June 21, 2013 scheduled to vest 100% on June 30, 2015 and June 30, 2016, respectively, vested at Target at the time of the Merger.November 19, 2019-2021. The performance-vesting restricted stock awarded on May 12, 2014November 22, 2016 vest 100% on June 30, 2017;November 22, 2019, the performance-vesting restricted stock awarded on November 22, 2017 vest 100% on November 22, 2020 and the performance-vesting restricted stock awarded on November 19, 2018 vest 100% on November 19, 2021.

32


performance-vesting restricted stock awarded on June 20, 2014 vest 100% on June 30, 2017; and the performance-vesting restricted stock awarded on November 18, 2015 vest 100% on November 18, 2018.
(5)(3)Market values are based on the closing market price of the Company’s stock of $12.88$14.70 on December 31, 2015.2018.




The following information sets forth the stock awards vested and stock options exercised by the Named Executive Officers during the fiscal year ended December 31, 2015.2018.
Option Exercises and Stock Vested
 
 Option Awards Stock Awards Option Awards Stock Awards
Name 
Number of
Shares
Acquired on
Exercise
 
Value Realized
Upon Exercise ($)
 
Number of
Shares
Acquired on
Vesting
 
Value Realized on
Vesting ($)(1)
 
Number of
Shares
Acquired on
Exercise
 
Value Realized
Upon Exercise ($)
 
Number of
Shares
Acquired on
Vesting
 
Value Realized on
Vesting ($)(1)(2)
William H.W. Crawford, IV — — 3,780 50,954 99,500 551,293 15,384 242,359
Eric R. Newell — — 910 12,267 — — 4,768 75,087
John J. Smith — — 7,783 134,555
David C. Paulson — — 4,255 54,932 — — 4,203 66,202
Mark A. Kucia — — 607 8,182
Brandon C. Lorey — — 437 5,891 — — 4,384 69,038
Marino J. Santarelli(2)
 — — 7,497 101,659
(1)Value reflects the vested shares at the relevant vesting price on May 12, 2015January 19, 2018 of $12.91, June 22, 2015$18.11, November 16, 2018 of $13.48$15.86 and December 16, 2015November 21, 2018 of $13.57.$15.67.
(2)Mr. Santarelli'sValue does not reflect performance shares that were vested onfor the Named Executive Officers with a December 16, 201531, 2018 measurement date, totaling $544,532 at the closing stock price of $14.70 as of the December 31, 2018 vesting date, comprised of 37,043 shares. The final assessment and measurement of these performance awards was completed in accordancethe first quarter of 2019, resulting in 21,487 shares being forfeited by the Named Executive Officers in conjunction with his employment agreement.the final assessment, a value totaling $315,859.

Supplemental Executive Retirement Benefits

The following table provides information regarding the retirement benefits for the NEOs under the Company’s supplemental executive retirement plans, namely the Supplemental Executive Retirement Plan and Supplemental Executive Retirement Agreement, described below. See description of plansthe plan in Compensation Discussion & Analysis.

  Number of Years 
Present Value of
Accumulated
 
Payments During
Last Fiscal
Name Credited Service Benefit($) Year($)
William H. W. Crawford, IV(1)
 5.00 710,077 —
Supplemental Executive Retirement  
Plan (Defined Contribution)  
Eric R. Newell(2)
 — — —
David C. Paulson(2)
 — — —
Mark A. Kucia — — —
Supplemental Executive Retirement 10.17 274,205 —
Agreement (Flat $ Benefit)   
Brandon C. Lorey(2)
 — — —
Marino J. Santarelli(2)
 — — —
   Number of Years 
Present Value of
Accumulated
 
Payments During
Last Fiscal
 NamePlan NameCredited Service Benefit($) Year($)
 
William H. W. Crawford, IV(1)
Supplemental Executive Retirement Plan (Defined Contribution)8.00 1,541,665 —
 
 
Eric R. Newell(2)
 — — —
 
John J. Smith(2)
 — — —
 
David C. Paulson(2)
 — — —
 
Brandon C. Lorey(2)
 — — —
(1)Participant is not yet vested in the benefit under this plan.
(2)Currently not participating in such a plan described above.
Non-Qualified Deferred Compensation
United maintains one non-qualified defined contribution plan, the Supplemental Savings and Retirement Plan.
The Bank adopted the Supplemental Savings and Retirement Plan, which was implemented in connection with the reorganization and offering that took place in 2005. This plan provides restorative payments to executives designated by the Compensation Committee who are prevented by federal law from receiving the full benefits contemplated by the tax-qualified Retirement Plan and the 401(k) Plan. All NEOs participate in the plan. The restorative payments under the plan consist of cash payments in lieu of deferrals and payments for employer matching contributions or discretionary contributions that cannot be made under the 401(k) Plan due to the legal limitations imposed on the 401(k) Plan and payments for benefits that cannot be paid under the Retirement Plan due to legal limitations imposed on benefits payable from the Retirement Plan.

33


The following table provides information in respect to each defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax qualified.


 
Executive
Contributions
 
Registrant
Contributions
 
Aggregate
Earnings in
 
Aggregate
Withdrawals /
 
Aggregate
Balance at
 
Executive
Contributions
 
Registrant
Contributions
 
Aggregate
Earnings in
 
Aggregate
Withdrawals /
 
Aggregate
Balance at
Name in Last FY($) in Last FY($)(1) Last FY($)(2) Distributions($) Last FYE($) in Last FY($) 
in Last FY($)(1)
 
Last FY($)(2)
 Distributions($) Last FYE($)
William H.W. Crawford, IV — 11,342 5,642 — 202,761 — 18,390 (18,832) — 299,288
Eric R. Newell — 2,876 (23) — 13,847 — 3,706 (1,851) — 26,319
John J. Smith 36,671 4,235 (4,096) — 80,829
David C. Paulson — 2,056 — — 2,056 — 2,105 96 — 7,606
Mark A. Kucia — 1,299 (63) — 16,948
Brandon C. Lorey — 766 (7) — 2,924 — 1,994 (470) — 8,357
Marino J. Santarelli — 3,052 (281) — 37,407
(1)
20152018 deferred compensation match on current year deferrals.
(2)20152018 deferred compensation interest accrued on all deferrals.

Potential Payments Upon Termination or Change in Control

The Bank and the Company have employment agreements with Named Executive Officers Messrs. Crawford, Newell, Smith, Paulson Kucia and Lorey. The contracts with the NEOs have been extended toMessrs. Newell, Paulson and Lorey had an initial two-year term ending on December 31, 2015. The2017, which automatically extends annually for a one-year period; and the contract with Mr. Crawford, CEO hadSmith has an initial three yeartwo-year term ending on April 30,January 18, 2018, which automatically extends annually for a one-year period. Mr. Crawford's contract was amended effective November 20, 2017, which may bewas amended to the term to automatically extended annually upon written notice from the Compensation Committee.for a one-year period, beginning November 20, 2018.

Under specified circumstances including change in control, termination for reasons other than cause or resignation due to good reason, the employment agreements provide for certain additional payments. However, the Named Executive Officer’s employment may be terminated for cause without incurring any continuing obligations.

Payments and Benefits upon any Termination

Executive officers are entitled to receive earned and unpaid compensation upon any termination of employment. In addition, all unvested stock awards and all unvested stock options held by the Named Executive Officers will be forfeited upon voluntary termination of employment, except death, disability, retirement and change-in-control.or termination for cause.

Death

The Named Executive Officer’s survivor is entitled to receive earned and unpaid compensation upon the death of the Named Executive Officer and all unvested stock awards and all unvested stock options held by the Named Executive Officer granted from the 2006 Plan will be accelerated and the beneficiary can exercise the options at any time within five years from the termination (but not after the expiration date of the option). All unvested stock awards and all unvested stock options held by the Named Executive Officer granted from the 2012 Plan and from the 2015 Plan will be accelerated and the beneficiary can exercise the options at any time within one year from the termination (but not after the expiration date of the option). The Named Executive Officer is also eligible to receive a lump sumlump-sum payment equal to the pro-rated portion of the annual incentive compensation based on performance actually achieved in that year. In addition, the health care benefit will be provided for the maximum COBRA continuation period available to Executive’s surviving spouse and eligible dependents, if any.

Disability

The Named Executive Officer is entitled to receive earned and unpaid compensation upon the separation from service due to disability of the Named Executive Officer and all unvested stock awards and all unvested stock options held by the Named Executive Officer granted from the 2006 Plan will be accelerated and the beneficiaryNamed Executive Officer can exercise the options at any time within five years from the termination (but not after the expiration date of the option). All unvested stock awards and all unvested stock options held by the Named Executive Officer granted from the 2012 Plan and from the 2015 Plan will be accelerated and the beneficiaryNamed Executive Officer can exercise the options at any time within one year from the termination (but not after the expiration date of the option). The Named Executive Officer is also eligible to receive a lump sumlump-sum payment equal to the pro-rated portion of the annual incentive compensation based on performance actually achieved in that year. In addition, the health care benefit, long-term disability and group-term life insurance will be continued until the Named Executive Officer is of Social Security normal retirement age.


34





Retirement

The Named Executive Officer is entitled to receive earned and unpaid compensation upon the retirement of the Named Executive Officer. The vesting of all unvested stock awards and all unvested stock options held by the Named Executive Officer granted pursuant to the 2006 Plan will be accelerated and the Named Executive Officer can exercise the options at any time within five years from the termination (but not after the expiration date of the option). The vesting of all unvested stock awards, unvested stock units and all unvested stock options held by the Named Executive Officer granted pursuant to the 2012 Plan will vest according to the original grant agreement terms; the 2012 Plan does not have an accelerated vesting upon retirement provision. However, with regard to the stock options granted pursuant to the 2012 Plan all such options shall be exercisable on the earlier of the exercise period or prior to three years from the date of vesting with respect to unvested stock options, or within three years of retirement for vested stock options. The vesting of all unvested stock options held by the Named Executive Officer granted pursuant to the 2015 Plan will vest according to the original grant agreement terms; the 2015 Plan does not have an accelerated vesting upon retirement provision for stock options. However, all such options shall be exercisable on the earlier of the exercise period or prior to three years from the date of vesting with respect to unvested stock options, or within three years of retirement for vested stock options, and any stock options that have not vested within three years of retirement will be forfeited. The vesting of all unvested stock units held by the Named Executive Officer granted pursuant to the 2015 Plan will be accelerated to the date of retirement. All unvested stock awards held by the Named Executive Officer granted pursuant to the 2015 Plan will be forfeited if not vested on or before the date of retirement. In addition, the health care benefit will be continued until the Named Executive Officer is of Social Security normal retirement age.

Voluntary Termination or Involuntary Termination for Cause

A Named Executive Officer who voluntarily terminates employment or whose employment is terminated by the Company due to cause is not entitled to any additional benefits.

Involuntary Termination Without Cause or Voluntary Termination for Good Reason

Involuntary Termination Without Cause or Voluntary Termination by the Executive for Good Reason, the CEO is entitled to:
 
A lump sumlump-sum payment equal to three times the sum of his base salary immediately prior to termination if his employment is terminated before the third-year anniversary of the effective date of his employment agreement (two and one-half times if his employment is terminated between the third-year anniversary and fourth-year anniversary and two and one-quarter times, if his employment is terminated at or following the fourth-year anniversary), plus his annual target incentive compensation payable in cash for the year of termination.
A lump sumlump-sum payment equal to the pro-rata portion of the CEO’s annual target cash incentive compensation for the year of termination.based on performance actually achieved in that year.
A lump sumlump-sum payment equal on an after-tax basis to the present value of the total cost of the medical coverage under the Health Plan that would have been incurred by both the Named Executive Officer and the Company for the period of one and a half years.
A lump sumlump-sum payment equal on an after-tax basis to the cost of continuing coverage under the Company’s group long-term disability and group life insurance policies for threetwo and one-quarter years.
Acceleration of unvested stock options and restricted stock.
Voluntary Termination for Good Reason, Performance share units will be payable at the CEO is entitled to:
A lump sum payment equal to three times the sum of his base salary immediately prior to termination if his employment is terminated before the third-year anniversaryend of the effective date of his employment agreement (two and one-half times if his employment is terminated between the third-year anniversary and fourth-year anniversary and two and one-quarter times if his employment is terminated at or following the fourth-year anniversary), plus his annual target incentive compensation payable in cash for the year of termination.
A lump sum payment equal to the pro-rata portion of the CEO’s annual target cash incentive compensation for the year of termination.
A lump sum payment equalperformance period based on an after-tax basis to the present value of the total cost of the medical coverage under the Health Plan that would have been incurred by both the Named Executive Officer and the Company for theactual results during each defined performance period of one and a half years.as applicable.
A lump sum payment equal on an after-tax basis to the cost of continuing coverage under the Company’s group long-term disability and group life insurance policies for one and a half years.
Acceleration of unvested stock options and restricted stock.

35



The Named Executive Officer (with the exception of the CEO) is entitled to:
 
One and a half times the sum of the Named Executive Officer’s Base Salary immediately prior to termination plus an amount equal to the greater of the Named Executive Officer’s annual target incentive compensation for the year of termination or the Named Executive Officer’s annual incentive compensation received for the latest year preceding the year of termination.
A lump sumlump-sum payment equal to the pro-rata portion of the Named Executive Officer’s annual target incentive compensation for the year of termination.
A lump sumlump-sum payment equal on an after-tax basis to the present value of the total cost of the medical coverage under the Health Plan that would have been incurred by both the Named Executive Officer and the Bank for the period of threeone and a half years.
A lump sumlump-sum payment equal on an after-tax basis to the cost of continuing coverage under the Bank’s group long-term disability and group life insurance policies for threeone and a half years.
Acceleration of unvested stock options, restricted stock and restricted stock.stock units.

Termination Without Cause or Voluntary Resignation for Good Reason Within Two Years after Change-in-Control

Upon termination without cause or voluntary resignation for good reason within two years after a change in control, the Named Executive OfficeOfficer is entitled to the following benefits:
 


A lump sumlump-sum payment equal to three times the sum of the Named Executive Officer’s base salary immediately prior to termination, plus an amount equal to the greater of the portion of the Named Executive Officer’s annual target incentive compensation payable in cash for the year of termination or the portion of the Named Executive Officer’s annual incentive compensation received in cash for the latest year preceding the year of termination. For the CEO, it is three times the sum of his base salary immediately prior to termination if his employment is terminated before the third-year anniversary of the effective date of his employment agreement (two and one-half times if his employment is terminated between the third-year anniversary and fourth-year anniversary and two and one-quarter times if his employment is terminated at or following the fourth-year anniversary), plus his annual target incentive compensation payable in cash for the year of termination.
A lump sumlump-sum payment equal to the pro-rata portion of the Named Executive Officer’s annual target incentive compensation for the year of termination.
Acceleration of unvested stock options, restricted stock and restricted stock.stock units.
A lump sumlump-sum payment equal on an after-tax basis to the present value of the total cost of the medical coverage under the Company’s health plan that would have been incurred by both the Named Executive Officer and the Bank for three years, provided that the Named Executive Officer is not eligible for retiree benefits under the Bank’s health plan or Medicare, and provided further that the Named Executive Officer is in compliance with the non-solicitation, confidentiality and non-disparagement provisions in the Named Executive Officer’s employment agreement.
A lump sumlump-sum payment equal on an after-tax basis to the cost of continuing coverage under the Bank’s group long-term disability and group life insurance policies for three years, provided the Named Executive Officer is in compliance with the non-solicitation, confidentiality and non-disparagement provisions in the Named Executive Officer’s employment agreement.

The above benefits, if any, due under the employment agreements with the Company’s Named Executive Officers are payable in the payroll period following the payroll period in which termination of employment occurs. However, any change in control benefits that are subject to Section 409A of the Code will be delayed six months following the date of termination if the Named Executive Officer is a “key employee” under applicable regulations. If payments are delayed for such six-month period, the Named Executive Officer is entitled to interest on the delayed payment at the six-month CMT Treasury Bill annualized yield rate as published by the U.S. Treasury on the date such payment would have been made but for the delay.

If payments and benefits payable to the Named Executive Officers under the employment agreements, together with other payments and benefits they may have the right to receive on account of a change in control, would exceed the maximum limit imposed on the total of such payments by Section 280G of the Code (without triggering the excise tax imposed under Section 4999 of the Code), then the employment agreements provide that the payments to the Named Executive Officers will be reduced to the maximum amount that will not exceed that limit, provided that the net after-tax proceeds to the Named Executive Officer is not thereby decreased. Specifically, if the payments and benefits payable in connection with a change in control would be subject to the excise tax under Section 4999 of the Code, the Named Executive Officer will receive either (a) the payment reduced to the maximum amount that will not result in any excise tax under Code Section 4999 being triggered; or (b) the full

36


payment, in which case, the Named Executive Officer will be responsible for paying the excise tax, but only if this alternative leaves the Named Executive Officer in a better after-tax position.

The tables below reflect the compensation and benefits that would be due to each of the Named Executive Officers, following or in connection with any termination of employment. The amounts shown assume that each termination of employment was effective as of December 31, 2015,2018, and the fair market value of the Company’s common stockCommon Stock was $12.88,$14.70, the closing price of common stockCommon Stock on the NASDAQ Global Select Market on that date.the last business day of the year, December 31, 2018. The amounts shown in the table are estimates of the amounts which would be paid upon termination of employment. Actual amounts to be paid can only be determined at the time of the termination of employment.
The following table describes the potential payments based upon a hypothetical termination or a change in control of the Company on December 31, 2015 for William H.W. Crawford, IV. Column (d) assumes an involuntary termination of the executive in mid-year as opposed to the mere expiration of the term of his employment agreement, for which termination payments would be substantially less:
Executive benefits and
Payments Upon
Termination (a)
 
Voluntary
Termination
for Good
Reason
$ (b)
 
Normal
Retirement
$ (c)
 
Involuntary
Not For
Cause
Termination
$ (d)
 
For Cause
Termination
$ (e)
 
Involuntary
or Good
Reason
Termination
within 2
Years of a
CIC
$ (f)
 
Death
$ (g)
 
Disability
$ (h)
Compensation:              
Base Compensation 2,677,500 — 2,677,500 — 2,677,500 — —
Pro-rata Short-Term Incentive 297,500 — 297,500 — 297,500 385,158 385,158
Stock Option Unvested and Accelerated — — — — — — —
Restricted Stock Unvested and Accelerated 828,107 — 828,107 — 828,107 828,107 828,107
Benefits and Perquisites:              
Health and Welfare Benefit Continuation(1)
 56,775 — 56,775 — 105,275 100,124 454,838
Supplemental Executive Retirement Plan(2) Acceleration
 — — 2,140,039 — 2,140,039 710,077 710,077
280G Tax & Scale Back — — — — — — —
Total: 3,859,882 —
5,999,921
—
6,048,421
2,023,466
2,378,180
(1)Includes health care continuation, group term life benefit and long-term disability benefit. The value represents three years continuation of benefits grossed up for tax.
(2)Participant is not yet vested in the benefit under this plan.


















37


The following table describes the potential payments based upon a hypothetical termination or a change in control of the Company on December 31, 20152018 for Eric R. Newell.William H. W. Crawford, IV. Column (d) assumes an involuntary termination of the executive in mid-year as opposed to the mere expiration ofduring the term of his one year employment agreement, for which termination payments would be substantially less:the agreement:
Executive benefits and
Payments Upon
Termination (a)
 
Voluntary
Termination
$ (b)
 
Normal
Retirement
$ (c)
 
Involuntary
Not For
Cause
Termination
$ (d)
 
For Cause
Termination
$ (e)
 
Involuntary
or Good
Reason
Termination
within 2
Years of a
CIC
$ (f)
 
Death
$ (g)
 
Disability  
$ (h)
 
Voluntary
Termination
for Good
Reason
$ (b)
 
Normal
Retirement
$ (c)
 
Involuntary
Not For
Cause
Termination
$ (d)
 
For Cause
Termination
$ (e)
 
Involuntary
or Good
Reason
Termination
within 2
Years of a
CIC
$ (f)
 
Death
$ (g)
 
Disability
$ (h)
Compensation:  
Base Compensation — — 664,850 — 1,329,699 — — 2,319,829 — 2,319,829 — 3,093,105 — —
Pro-rata Short-Term Incentive — — 120,000 — 120,000 159,858 159,858 428,046 — 428,046 — 365,851 428,046 428,046
Stock Option Unvested and Accelerated — — — — — — — 1,300 — 1,300 — 1,300 1,300 1,300
Restricted Stock Unvested and Accelerated(3) — — 248,775 — 248,775 248,775 248,775 1,007,967 — 1,007,967 — 1,007,967 1,007,967 1,007,967
Benefits and Perquisites:  
Health and Welfare Benefit Continuation(1)
 — — 61,167 — 61,167 25,161 375,680 43,959 — 43,959 — 83,510 79,661 316,382
Supplemental Executive Retirement Plan Acceleration(2)
 — — — — 2,303,885 1,541,665 1,541,665
280G Tax & Scale Back — — — — — — — — — — — — — —
Total: — —
1,094,792
—
1,759,641
433,794
784,313 3,801,101 —
3,801,101
—
6,855,618
3,058,639
3,295,360
(1)Includes health care continuation, group term life benefit and long-term disability benefit. The value represents three years continuation of benefits grossed up for tax.
The following table describes the potential payments based upon a hypothetical termination or a change in control of the Company on December 31, 2015 for David C. Paulson. Column (d) assumes an involuntary termination of the executive in mid-year as opposed to the mere expiration of the term of his one year employment agreement, for which termination payments would be substantially less:
Executive benefits and
Payments Upon
Termination (a)
 
Voluntary
Termination
$ (b)
 
Retirement
$ (c)
 
Involuntary
Not For
Cause
Termination
$ (d)
 
For Cause
Termination
$ (e)
 
Involuntary
or Good
Reason
Termination
within 2
Years of a
CIC
$ (f)
 
Death
$ (g)
 
Disability  
$ (h)
Compensation:              
Base Compensation — — 637,500 — 1,275,000 — —
Pro-rata Short-Term Incentive — — 110,000   110,000 144,130 144,130
Stock Option Unvested and Accelerated — — — — — — —
Restricted Stock Unvested and Accelerated — — 325,720 — 325,720 325,720 325,720
Benefits and Perquisites:              
Health and Welfare Benefit Continuation(1)
 — — 5,151 — 5,151 — 18,861
280G Tax & Scale Back — — — — — — —
Total: — —
1,078,371
—
1,715,871
469,850
488,711
(1)(2)Includes group term life benefit and long-term disability benefit. The value represents three years continuation of benefits grossed up for tax. Mr. Paulson has waived participationParticipant is not yet vested in the health care benefit.benefit under this plan.







38


The following table describes the potential payments based upon a hypothetical termination or a change in control of the Company on December 31, 2015 for Mark A. Kucia. Column (d) assumes an involuntary termination of the executive in mid-year as opposed to the mere expiration of the term of his one year employment agreement, for which termination payments would be substantially less:
Executive benefits and
Payments Upon
Termination (a)
 
Voluntary
Termination
$ (b)
 
Retirement(2)
$ (c)
 
Involuntary
Not For
Cause
Termination
$ (d)
 
For Cause
Termination
$ (e)
 
Involuntary
or Good
Reason
Termination
within 2
Years of a
CIC
$ (f)
 
Death
$ (g)
 
    Disability    
$ (h)
Compensation:              
Base Compensation — — 617,909 — 1,235,817 — —
Pro-rata Short-Term Incentive — — 110,000 — 110,000 144,130 144,130
Stock Option Unvested and Accelerated — — — — — — —
Restricted Stock Unvested and Accelerated — — 203,666 — 203,666 203,666 203,666
Benefits and Perquisites:              
Health and Welfare Benefit Continuation(1)
 — — 66,901 — 66,901 61,750 259,323
Supplemental Executive Retirement Agreement Acceleration 125,509 — 338,452 — 473,993 473,993 338,452
280G Tax & Scale Back — — — — — — —
Total: 125,509 —
1,336,928
—
2,090,377
883,539
945,571
(1)(3)Includes health care continuation, group term life benefit and long-term disability benefit. TheParticipant's performance shares will vest in the future based on actual Company performance. To provide a reasonable estimate, we included the fair market value represents three years continuation of benefits grossed up for tax.the target number of shares totaling $584,443 as of December 31, 2018.

The following table describes the potential payments based upon a hypothetical termination or a change in control of the Company on December 31, 20152018 for Brandon C. Lorey.Eric R. Newell. Column (d) assumes an involuntary termination of the executive in mid-year as opposed to the mere expiration ofduring the term of his one year employment agreement, for which termination payments would be substantially less:the agreement:

Executive benefits and
Payments Upon
Termination (a)
 
Voluntary
Termination
$ (b)
 
Normal
Retirement
$ (c)
 
Involuntary
Not For
Cause
Termination
$ (d)
 
For Cause
Termination
$ (e)
 
Involuntary
or Good
Reason
Termination
within 2
Years of a
CIC
$ (f)
 
Death
$ (g)
 
    Disability    
$ (h)
 
Voluntary
Termination
for Good
Reason
$ (b)
 
Normal
Retirement
$ (c)
 
Involuntary
Not For
Cause
Termination
$ (d)
 
For Cause
Termination
$ (e)
 
Involuntary
or Good
Reason
Termination
within 2
Years of a
CIC
$ (f)
 
Death
$ (g)
 
Disability  
$ (h)
Compensation:  
Base Compensation — — 599,291 — 1,198,582 — — 726,945 — 726,945 — 1,453,890 — —
Short-Term Incentive — — 105,819 — 105,819 140,967 140,967
Pro-rata Short-Term Incentive 138,466 — 138,466 — 138,466 162,005 162,005
Stock Option Unvested and Accelerated — — — — — — — 928 — 928 — 928 928 928
Restricted Stock Unvested and Accelerated(2) — — 185,477 — 185,477 185,477 185,477 442,189 — 442,189 — 442,189 442,189 442,189
Benefits and Perquisites:  
Health and Welfare Benefit Continuation(1)
 — — 82,220 — 82,220 77,069 393,633 57,673 — 57,673 — 57,673 24,149 340,763
280G Tax & Scale Back — — — — (121,674) — — — — — — (473,707) — —
Total: — —
972,807
—
1,450,424
403,513
720,077 1,366,201 —
1,366,201
—
1,619,439
629,271
945,885
(1)Includes health care continuation, group term life benefit and long-term disability benefit. The
(2)Participant's performance shares will vest in the future based on actual Company performance. To provide a reasonable estimate, we included the fair market value represents three yearsof the target number of shares totaling $244,152 as of December 31, 2018.



The following table describes the potential payments based upon a hypothetical termination or a change in control of the Company on December 31, 2018 for John J. Smith. Column (d) assumes an involuntary termination of the executive during the term of the agreement:

Executive benefits and
Payments Upon
Termination (a)
 
Voluntary
Termination
for Good
Reason
$ (b)
 
Retirement(2)
$ (c)
 
Involuntary
Not For
Cause
Termination
$ (d)
 
For Cause
Termination
$ (e)
 
Involuntary
or Good
Reason
Termination
within 2
Years of a
CIC
$ (f)
 
Death
$ (g)
 
Disability  
$ (h)
Compensation:              
Base Compensation 712,925 — 712,925 — 1,425,849 — —
Pro-rata Short-Term Incentive 135,795 158,880 135,795 — 135,795 158,880 158,880
Stock Option Unvested and Accelerated — — — — — — —
Restricted Stock Unvested and Accelerated(3)
 602,204 177,418 602,204 — 602,204 602,204 602,204
Benefits and Perquisites:              
Health and Welfare Benefit Continuation(1)
 59,873 — 59,873 — 59,873 28,792 —
280G Tax & Scale Back — — — — — — —
Total: 1,510,797 336,298
1,510,797
—
2,223,721
789,876
761,084
(1)Includes health care continuation, of benefits grossed up for tax.group term life benefit and long-term disability benefit.

39
(2)Participant is early retirement eligible age.
(3)Participant's performance shares will vest in the future based on actual Company performance. To provide a reasonable estimate, we included the fair market value of the target number of shares totaling $172,019 as of December 31, 2018.

The following table describes the potential payments based upon a hypothetical termination or a change in control of the Company on December 31, 2018 for David C. Paulson. Column (d) assumes an involuntary termination of the executive during the term of the agreement:

Executive benefits and
Payments Upon
Termination (a)
 
Voluntary
Termination
for Good
Reason
$ (b)
 
Normal
Retirement
$ (c)
 
Involuntary
Not For
Cause
Termination
$ (d)
 
For Cause
Termination
$ (e)
 
Involuntary
or Good
Reason
Termination
within 2
Years of a
CIC
$ (f)
 
Death
$ (g)
 
    Disability    
$ (h)
Compensation:              
Base Compensation 648,975 — 648,975 — 1,297,950 — —
Pro-rata Short-Term Incentive 123,614 — 123,614 — 123,614 144,629 144,629
Stock Option Unvested and Accelerated — — — — — — —
Restricted Stock Unvested and Accelerated(2)
 271,036 — 271,036 — 271,036 271,036 271,036
Benefits and Perquisites:              
Health and Welfare Benefit Continuation(1)
 3,849 — 3,849 — 3,849 — 11,666
280G Tax & Scale Back — — — — — — —
Total: 1,047,474 —
1,047,474
—
1,696,449
415,665
427,331
(1)Includes group term life benefit and long-term disability benefit.
(2)Participant's performance shares will vest in the future based on actual Company performance. To provide a reasonable estimate, we included the fair market value of the target number of shares totaling $154,659 as of December 31, 2018.



The following table describes the potential payments based upon a hypothetical termination or a change in control of the Company on December 31, 2018 for Brandon C. Lorey. Column (d) assumes an involuntary termination of the executive during the term of the agreement:
Executive benefits and
Payments Upon
Termination (a)
 
Voluntary
Termination
for Good
Reason
$ (b)
 
Normal
Retirement
$ (c)
 
Involuntary
Not For
Cause
Termination
$ (d)
 
For Cause
Termination
$ (e)
 
Involuntary
or Good
Reason
Termination
within 2
Years of a
CIC
$ (f)
 
Death
$ (g)
 
    Disability    
$ (h)
Compensation:              
Base Compensation 648,975 — 648,975 — 1,297,950 — —
Pro-rata Short-Term Incentive 123,614 — 123,614 — 123,614 144,629 144,629
Stock Option Unvested and Accelerated 445 — 445 — 445 445 445
Restricted Stock Unvested and Accelerated(2)
 391,076 — 391,076 — 391,076 391,076 391,076
Benefits and Perquisites:              
Health and Welfare Benefit Continuation(1)
 83,510 — 83,510 — 83,510 79,661 361,467
280G Tax & Scale Back — — — — (369,902) — —
Total: 1,247,620 —
1,247,620
—
1,526,693
615,811
897,617
(1)Includes health care continuation, group term life benefit and long-term disability benefit.
(2)Participant's performance shares will vest in the future based on actual Company performance. To provide a reasonable estimate, we included the fair market value of the target number of shares totaling $212,018 as of December 31, 2018.

CEO Pay Ratio
The Company is making its disclosure of the CEO Pay Ratio, as required by Section 953(b) of the Dodd-Frank Wall Street reform and Consumer Protection Act and Item 402(u) of SEC Regulation S-K. We identified the median employee in 2017 by examining the Box 5 wages reported on the 2017 Form W-2 for all individuals, excluding the CEO, who received compensation during 2017 through December 24, 2017. This employee population included all full-time, part-time or seasonal employees as of December 24, 2017. As there have been no changes in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure, we used the 2017 median employee as our median employee for 2018. We then calculated the CEO’s and median employee’s 2018 total compensation in a comparable manner to the CEO compensation provided in the Summary Compensation Table.

For 2018, the total of all compensation paid to the CEO was $1,908,261. The total of all compensation paid to the median employee was $49,095. The CEO pay to median employee pay was approximately 39:1.

Director Compensation

Director Fees

The Compensation Committee reviews the Board compensation regularly to ensure it is appropriate, competitive and effective. The Company paid fees totaling $632,963 to non-employee Directors during the fiscal year ended December 31, 2015. Directors are not paid separately for their services on the Board of both the Company and the Bank. In 2014,2017, the Committee decided thatto increase the annual cash retainer to $40,000 from $25,000 while eliminating the $1,000 Board fee per meeting, effective upon the closing of the Merger, the non-employee members of theJanuary 1, 2018. The Boards of Directors of the Company and the Bank becameare entitled to the following compensation, with one adjustment in 2015 to approve an increase in the annual equity grant retainer to $30,000 from $25,000:compensation.


Type of Compensation 2018 Fee Amount
Annual Cash Retainer 
$25,000*40,000(1)
Annual Equity Grant Retainer 
$30,000*30,000(1)
Annual Chairman of the Board Retainer 
$60,000**60,000(2)
Annual Vice Chairman of the Board Retainer 
$36,000**36,000(2)
Annual Committee Chair Retainer 
$11,400***11,400(3)
Annual Retainer for Non-Chair Director of the Company 
$6,840+6,840(4)
Board Fee Per Meeting 
$1,000++0(5)
Committee Fee Per Meeting 
$850++850(5)

*Represents an aggregate amount payable for service on either or both of the Boards of Directors.
**The same person serves in this position for the Company and the Bank, and this amount represents an aggregate fee for such service.
***Applies to the Chair of a Committee of the Company or the Bank. A Chair of the same Committee of the Company and the Bank will receive this amount in the aggregate for such service.
+Applies to members of the Board of Directors of the Company who do not serve as Chair of a Committee of the Company or the Bank.
++A joint meeting of the Company and the Bank would be considered one meeting for purposes of the fee.
(1)Represents an aggregate amount payable for service on either or both of the Boards of Directors.
(2)The same person serves in this position for the Company and the Bank, and this amount represents an aggregate fee for such service.
(3)Applies to the Chair of a Committee of the Company or the Bank. A Chair of the same Committee of the Company and the Bank will receive this amount in the aggregate for such service.
(4)Applies to members of the Board of Directors of the Company who do not serve as Chair of a Committee of the Company or the Bank.
(5)A joint meeting of the Company and the Bank would be considered one meeting for purposes of the fee.

On November 18, 2015,19, 2018, each non-employee Director received 2,2091,893 shares of restricted stock from the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The restricted stock granted will vest 100% on the first anniversary of the grant date.

The following table details the compensation paid to each of our non-employee Directors in 2015.2018.
Name(2) 
Fees
Earned
or Paid
in Cash
($)
 
Stock
Awards(3)
($)
 
Option
Awards(4)
($)
 
Non-Equity
Incentive Plan
Compensation
($)
 
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
 
All Other
Compensation
($)
 
Total
($)
 
Fees
Earned
or Paid
in Cash
($)
 
Stock
Awards(3)
($)
 
Option
Awards(4)
($)
 
Non-Equity
Incentive Plan
Compensation
($)
 
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
 
All Other
Compensation
($)
 
Total
($)
Paula A. Aiello 66,915 29,998 — — — — 96,913 60,865 29,985 — — — — 90,850
Michael A. Bars 66,800 29,998 — — — — 96,798 62,450 29,985 — — — — 92,435
Michael F. Crowley 65,950 29,998 — — — — 95,948 64,150 29,985 — — — — 94,135
Kristen A. Johnson 72,325 29,998 — — — — 102,323 63,300 29,985 — — — — 93,285
Carol A. Leary(1)
 — 29,998 — — — — 29,998 — 29,985 — — — — 29,985
Raymond H. Lefurge, Jr. 102,095 29,998 — — — — 132,093 97,675 29,985 — — — — 127,660
Stuart E. Magdefrau(2)
 20,413 — — — — — 20,413
Kevin E. Ross 64,100 29,998 — — — — 94,098 65,425 29,985 — — — — 95,410
Robert A. Stewart, Jr. 107,175 29,998 — — — — 137,173 112,750 29,985 — — — — 142,735
 
(1)Dr. Leary elected to defer 100% of her annual fees, totaling $67,190$66,815 in 2015.2018.
(2)Includes Board fees paid by the Company for Mr. Magdefrau's service prior to his death on April 12, 2015.
(3)As of December 31, 2015,2018, Directors have the following unvested restricted stock shares; Aiello – 2,2091,893 shares; Bars – 2,2091,893 shares; Crowley – 2,2091,893 shares; Johnson – 2,2091,893 shares; Leary – 2,2091,893 shares; Lefurge – 2,2091,893 shares; Ross – 2,2091,893 shares and Stewart – 2,2091,893 shares.
(4)Directors did not have any unvested stock options as of December 31, 2015.2018.
(3)These amounts represent the aggregate grant date fair value of restricted stock awards made pursuant to United’s 2015 Omnibus Stock Incentive Plan determined in accordance with FASB Topic 718. All time-vesting restricted stock awards to Directors vest on the one-year anniversary of the grant.
(4)No stock option awards were granted to Directors in 2018.




40


Deferred Compensation Plan

The Bank maintains the United Bank Non-Qualified Deferred Compensation Plan for Directors, a non-qualified plan that permits Directors to defer all or part of their total fees for a plan year. The participants in the Non-Qualified Deferred Compensation Plan direct the investment of their deferred amounts among several investment funds. Participants elect the method of payment of their deferral accounts either on a date certain or upon termination of their service as a Director. Participants may elect to receive the deferral amounts in a lump sumlump-sum payment or in consecutive annual installments over a period not to exceed five years. The Bank accrued expenses totaling $67,190$66,815 for Director Leary in connection with this plan during the fiscal year ended December 31, 2015.2018.

Compensation in the form of perquisites and other personal benefits provided by usthe Company has been omitted for all individual Directors as the total amount of those perquisites and personal benefits constituted less than $10,000 for 20152018 for each.


Certain Relationships and Related Transactions

Federal regulations require that all loans or extensions of credit to executive officers and directorsDirectors of insured institutions must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and must not involve more than the normal risk of repayment or present other unfavorable features. Notwithstanding this rule, federal regulations permit banks like United Bank to make loans to executive officers and directorsDirectors at reduced interest rates if the loan is made under a benefit program generally available to all Bank employees and does not give preference to any executive officer or directorDirector over any other employee. United Bank maintains certain loan programs whereby employees with one year of service or more, including executive officers and directors,Directors, may obtain loans with an interest rate discount upon request. From time to time, United Bank also makes loans and extensions of credit, directly and indirectly, to its executive officers and directorsDirectors that are not part of an employee discount loan program. These loans are made in the ordinary course of business, are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to United Bank, and do not involve more than the normal risk of collectability or present other unfavorable features.

It is the policy of the Company that any transaction involving insiders (directors(Directors or executive officers) must be conducted at arm’s length and that any consideration paid or received by the Company in connection with such a transaction shall be on terms no less favorable than terms available to an unaffiliated third party under the same or similar circumstances. Any transaction (or series of transactions) between the Company and a Company director,Director, executive officer or immediate family member must be pre-approved by the Board of Directors (without the interested directorDirector or executive officer present). This Policy is in writing and contained in the Company’s Code Of Conduct and Ethics Policy. In reviewing and evaluating potential conflicts of interest and related party transactions, the Board of Directors uses applicable NASDAQ listing standards and SEC rules as a guide, including the impact of a transaction on the independence of any director.Director. The Board of Directors may approve a related-party transaction where it determines that the related party’s independence will not be impaired, the terms are no less favorable than terms available from an unaffiliated third party under the same or similar circumstances, and that the transactions are in the Company’s best interests.  In determining the independence of its directors,Directors, the Board of Directors considers transactions between the Company and a directorDirector that are not required to be disclosed in this proxy statement.

The following information is furnished for outstanding loans made by United Bank to executive officers under the discounted loan programs:
 
Name 
Original Loan
Date
 Loan Type 
Original
Note Rate
 Current Rate 
Largest
Aggregate
Principal
Outstanding
During 2015
 
Principal
Balance
as of
12/31/15
 
Interest
Paid
During 2015
 
Original Loan
Date
 Loan Type 
Original
Note Rate
 Current Rate 
Largest
Aggregate
Principal
Outstanding
During 2018
 
Principal
Balance
as of
12/31/18
 
Interest
Paid
During 2018
          
Eric R. Newell 6/26/2014 
Fixed
Residential
 3.75% 
3.25%
Rate Modified
 $523,340
 $509,871
 $18,207
William H.W. Crawford, IV 12/4/2014 Fixed Residential 3.50% 
3.00%
Rate Modified
 $600,000
 $587,553
 $18,081



41


ELECTION OF DIRECTORS
(Proposal 1)

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
ELECTION OF ROBERTPAULA A. STEWART, JR.AIELLO AND KEVIN E. ROSS TO SERVE AS
DIRECTOR DIRECTORS OF THE COMPANY FOR A TERM OF FOUR YEARS, AND UNTIL HIS
OR HER SUCCESSOR IS QUALIFIED AND ELECTED.

ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION
(Proposal 2)

As part of our commitment to corporate governance best practices, and as required by the Section 14A(a)(2)(1) of the Securities Exchange Act of 1934, the Company’s Board of Directors is providing shareholders with the opportunity to cast an advisory vote on its compensation program at the Annual Meeting through the following resolution:

“RESOLVED, that the shareholders approve the Company’s executive compensation, as described in the Compensation Discussion and Analysis and the tabular disclosure regarding named executive officer compensation (together with the accompanying narrative disclosure) in this Proxy Statement.”


We believe that our compensation policies and procedures, which are described more fully in the “Compensation Discussion and Analysis” section of this Proxy Statement and in the tables and narrative in the “Executive Compensation” section, are strongly aligned with the long-term interests of shareholders. The Company’s executive compensation philosophy is designed to be attractive, market-based, tied to performance and aligned with shareholders’ interests. We believe the Bank’s objective of remaining community centric, focusing on quality personal service, and expanding its lending activities, banking networks and consumer products, will be enhanced by this strategy. Our compensation programs are designed to consider competitive market data, specific role functions that may be unique to our structure, internal equity and the performance of both the individual and the Company. We believe this approach will help us attract, retain and reward the best employees, fulfill the Company’s growth objectives and promote shareholder value.

This vote will not be binding on or overrule any decisions by the Company’s Board of Directors or Compensation Committee, will not create or imply any additional fiduciary duty on the part of the Board of Directors or the Compensation Committee, and will not restrict or limit the ability of our shareholders to make proposals in the future for inclusion in proxy materials related to executive compensation. The Company holds an an advisory vote every year and the next vote will be in 2020. The Company’s Compensation Committee and Board of Directors will, however, take into account the outcome of the vote when considering future executive compensation arrangements.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE COMPANY’S
EXECUTIVE COMPENSATION, AS DESCRIBED IN “COMPENSATION DISCUSSION AND
ANALYSIS”, AND THE TABULAR DISCLOSURE REGARDING NAMED EXECUTIVE OFFICER
COMPENSATION (TOGETHER WITH ACCOMPANYING NARRATIVE DISCLOSURE) IN THIS
PROXY STATEMENT.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
REGISTERED PUBLIC ACCOUNTING FIRM
(Proposal 3)

The Audit Committee has appointed the firm of Wolf & Company, P.C. to be the independent auditorsregistered public accounting firm for United for the year ending December 31, 2016,2019, subject to ratification of the appointment by United’s shareholders. Unless otherwise indicated, properly executed proxies will be voted in favor of ratifying the appointment of Wolf & Company, P.C., independent certified public accountants, to audit the books and accounts of United for the year ending December 31, 2016.2019. If United’s shareholders do not ratify the appointment, the Audit Committee will consider a change in auditors for the next year.
Wolf & Company, P.C. has advised United that they are independent accountantsauditors with respect to the Company, within the meaning of standards established by the Independence StandardsPublic Company Accounting Oversight Board and federal securities laws administered by the SEC. Wolf & Company, P.C. has served as the Company's independent auditors since 2009.

Representatives of Wolf & Company, P.C., the Company’s independent registered public accounting firm for the year ended December 31, 2015,2018, are expected to be present at the Annual Meeting. They will be given an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.


42


THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR
RATIFICATION OF THE APPOINTMENT OF WOLF & COMPANY, P.C. AS UNITED’S
INDEPENDENT AUDITORS REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING DECEMBER 31, 2016.2019.

OTHER BUSINESS

As of the date of this Proxy Statement, the Board of Directors knows of no matters to be brought before the Annual Meeting other than procedural matters incident to the conduct of the Annual Meeting. If further business is properly presented, the proxy holders will vote proxies as determined by a majority of the Board of Directors.

SHAREHOLDER PROPOSALS FOR 20172020 ANNUAL MEETING

Pursuant to the proxy solicitation regulations of the SEC, any shareholder proposal intended for inclusion in the Company’s proxy statement and form of proxy relating to the Company’s 20172020 Annual Meeting of Shareholders must be received by the Company by December 2, 2016.5, 2019. The Company’s 20172020 Annual Meeting of Shareholders is currently scheduled to take place


on May 18, 2017.14, 2020. Nothing in this paragraph shall be deemed to require United to include in its proxy statement and form of proxy any shareholder proposal which does not meet the requirements of the SEC in effect at the time.

In addition, the Company’s Bylaws establish procedures with regard to directorDirector nominations and other business proposals to be brought before the 20172020 Annual Meeting of Shareholders but not included in the Company’s proxy statement or form of proxy for that meeting. Any new business to be taken up at the 20172020 Annual Meeting other than at the direction of the Company’s Board of Directors must be stated in writing and filed with the Company’s corporate secretary at least thirty (30) days before the date of the 20172020 Annual Meeting, and all business so stated, proposed, and filed will be considered at such Annual Meeting; but no other proposal other than at the direction of the Board of Directors will be acted upon at the Annual Meeting. Any nominations of directorsDirectors by stockholders of record must be stated in writing and filed with the Company’s corporate secretary at least one hundred (100) days prior to the 20172020 Annual Meeting; provided however, that if fewer than 100 days’ notice of the meeting is given to shareholders, such nomination must be filed with the corporate secretary at least ten (10) business days following the earlier of (1) the date on which notice of such meeting was given to shareholders; or (2) the date on which a public announcement of such meeting was first made. All nominations must comply with the Company’s nomination policy.

ANNUAL REPORTS

Copies of the Company’s 20152018 Annual Report to Shareholders, which includes its Annual Report to the SEC on Form 10-K for the year ended December 31, 2015,2018, accompanying this proxy statement are not a part of the proxy solicitation materials. The Annual Report to the SEC accompanying this proxy statement does not include the Form 10-K’s exhibits filed with the SEC. These exhibits are listed in the Form 10-K and can be viewed on the SEC’s website (www.sec.gov) or, upon written request, we will provide any recipient of this proxy statement, free of charge, all exhibits filed at the SEC with the Form 10-K. Requests should be directed to Marliese L. Shaw, Corporate Secretary and Investor Relations, United Financial Bancorp, Inc., 45 Glastonbury Boulevard, Glastonbury,225 Asylum Street, Hartford, CT 06033.06103.

HOUSEHOLDING OF ANNUAL MEETING MATERIALS

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements, annual reports and notices of Internet availability of proxy materials. This means that only one copy of such materials may have been sent to multiple shareholders in your household. We will promptly deliver a separate copy of any such document to you if you write or call us at the following address: Marliese L. Shaw, Corporate Secretary and Investor Relations, United Financial Bancorp, Inc., 45 Glastonbury Boulevard, Glastonbury,225 Asylum Street, Hartford, CT 06033.06103. Ms. Shaw can also be reached by e-mail at mshaw@bankatunited.com.mshaw@bankatunited.com or by phone at 866.959.2265. You can request a copy of any such document by visiting the 20162019 Annual Meeting page of our Internet website at www.unitedfinancialinc.com. If you want to receive separate copies of the annual report, proxy statement or notice of Internet availability of proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address.






43


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 19, 2016.13, 2019.

The proxy statement, the 20152018 Annual Report to Shareholders and the form of proxy are available in the “Financial Information - Annual Meeting Materials” portion of the Investor Relations section of the Company’s website (www.unitedfinancialinc.com, click on “Financial Information” and then click on “Annual Meeting Materials”).

The Board of Directors urges each shareholder, whether or not he or she intends to be present at the Annual Meeting, to complete, sign and return the enclosed proxy as promptly as possible.


By Order of the Board of Directors
/s/ Marliese L. Shaw
Marliese L. Shaw
Corporate Secretary


44


APPENDIX A

United Financial Bancorp, Inc. and Subsidiaries
Reconciliation of Non-GAAP Financial Measures
(Dollars In Thousands)
(Unaudited)

In addition to evaluating the Company’s results of operations in accordance with GAAP, management periodically supplements this evaluation with an analysis of certain non-GAAP financial measures.  The Company has compensation plans that allow for adjustments to GAAP measures that in management’s opinion, and approved by the Company’s Compensation Committee, better reflect core operating performance. These non-GAAP measures are intended to provide the reader with additional perspectives on operating results, financial condition, and performance trends, while facilitating comparisons with the performance of other financial institutions. Non-GAAP financial measures are not a substitute for GAAP measures, rather, they should be read and used in conjunction with the Company’s GAAP financial information.

In the Company’s Senior Officer Incentive Plan ("SOICP"), participants are measured on several non-GAAP measures. (1) Non-GAAP Efficiency to average assets: the SOICP permits management to exclude certain events, with the approval of the Compensation Committee.  In 2018, excluded from Non-Interest Expense (GAAP) was the effect of the position eliminations from the Company’s actions taken in the fourth quarter of 2018 to reposition the mortgage banking division to reflect customers using our website and direct sales channels versus the retail channel to obtain mortgages from the Company, the effect of a change to the Company’s paid time off policy for earned but unused time off at the end of the calendar year and is available for use by the employee in the subsequent calendar year, and the effect of acquisition expenses from the Webster Bank branch acquisition that closed in the fourth quarter of 2018; (2) Non-GAAP Return on Tangible Common Equity: net income (GAAP) is adjusted for all the same measures adjusting the aforementioned non-GAAP Efficiency ratio, tax effected and is divided by average tangible common stockholders’ equity; and (3) non-GAAP pre-tax pre-provision to average assets: income before taxes (GAAP) is adjusted for the same items in the aforementioned non-GAAP Efficiency ratio as well as the provision for loan losses (GAAP) and is divided by average assets.

The Company believes that disclosing these non-GAAP metrics is both useful internally and is expected by our investors and analysts in order to understand the overall performance of the Company. Other companies may calculate and define their supplemental data differently. A reconciliation of GAAP financial measures to non-GAAP measures and other performance ratios, as adjusted, are included in the following tables:

  For the Year Ended
  December 31,
2018
  (Dollars in thousands)
Non-GAAP Efficiency (NIE/AA):  
Non-Interest Expense (GAAP) $157,767
Non-GAAP adjustments:  
Effect of position eliminations (2,580)
Effect of change in Company PTO policy (1,189)
Branch acquisition expenses (1,125)
Total non-interest expense for non-GAAP efficiency $152,873
   
Average Assets $7,151,053
Non-GAAP Efficiency 2.14%
   
Asset Quality (All NPA/AA):  
Total non-performing assets $32,066
Average assets 7,151,053
Asset Quality 0.45%
   


  For the Year Ended
  December 31,
2018
  (Dollars in thousands)
   
Non-GAAP Return on Tangible Common Equity: 

Net Income (GAAP) $59,906
Non-GAAP adjustments:  
Effect of position eliminations 2,580
Effect of change in Company PTO policy 1,189
Branch acquisition expenses 1,125
Tax effect (689)
Net Income (non-GAAP) $64,111
Average stockholders' equity (non-GAAP) $699,077
Average goodwill & other intangible assets (non-GAAP) 119,883
Average tangible common stockholders' equity (non-GAAP) $579,194
Non-GAAP return on tangible common equity 11.07%
   
Non-GAAP Pre-Tax Pre-Provision ("PTPP") to Average Assets:  
Income before taxes (GAAP) $61,531
Provision for loan losses (GAAP) 8,914
Non-GAAP adjustments:  
Effect of position eliminations 2,580
Effect of change in Company PTO policy 1,189
Branch acquisition expenses 1,125
Pre-tax pre-provision (non-GAAP) $75,339
Average assets $7,151,053
PTPP to Average Assets (non-GAAP) 1.05%


  
VOTE BY INTERNET - www.proxyvote.com

  
Use the Internet to transmit your voting instructions and for electronic delivery

UNITED FINANCIAL BANCORP, INC.

 
of information up untilinformation. Vote by 11:59 P.M. Eastern Time the day before the cut-off dateET on May 12, 2019. Have your proxy card

45 GLASTONBURY BLVD.

225 ASYLUM ST		 
or meeting date. Have your proxy card in hand when you access the web site

GLASTONBURY, CT 06033

and follow the instructions to obtain your

HARTFORD, CT 06103

records and to create an electronic
voting instruction form.
   
  ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
  If you would like to reduce the costs incurred by our company in mailing proxy
materials, you can consent to receiving all future proxy statements, proxy
cards and annual reports electronically via e-mail or the Internet. To sign up
for electronic delivery, please follow the instructions above to vote using the
Internet and, when prompted, indicate that you agree to receive or access proxy
materials electronically in future years.
   
  
VOTE BY PHONE - 1-800-690-6903

  Use any touch-tone telephone to transmit your voting instructions up until
instructions. Vote by 11:59 P.M. Eastern Time the day before the cut-off date or meeting date.ET on May 12, 2019. Have
your proxy card in hand when you call and then follow the instructions.
   
  VOTE BY MAIL
  Mark, sign and date your proxy card and return it in the postage-paid
envelope we have provided or return it to Vote Processing, c/o Broadridge,
51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
             E0716-P77269E61336-P19168KEEP THIS PORTION FOR YOUR RECORDS
     THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.DETACH AND RETURN THIS PORTION ONLY
UNITED FINANCIAL BANCORP, INC.
                   
                          
 The Board of Directors recommends you vote FOR the following proposals:following:
1.Election of Directors
Nominees:ForAgainstAbstain
1a.Paula A. Aielloooo
1b.Kevin E. Rossooo            
                      
 1.Election of Director          
Nominee:ForWithhold
1a.Robert A. Stewart, Jr.oo               
 The Board of Directors recommends you vote FOR proposals 2 and 33.       ForAgainstAbstain
  
 2.To approve an advisory (non-binding) proposal on the Company's executive compensation.   ooo 
 
                          
 3.Ratification ofTo ratify the appointment of Wolf & Company, P.C. as independent auditors of the Company for the year ending December 31, 2019.ooo
ending December 31, 2016 
          
 NOTE:To transact such other business as may properly come before the Annual Meeting or any adjournments thereof.      
                          
 
For address changes and/or comments, please check this boxand write them on the back where indicated.

 o            
 and write them on the back where indicated.
                   
  Please indicate if you plan to attend this meeting. oo             
           YesNo             
                          
 Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor,
administrator, or other fiduciary, please give full title as such. Joint owners should each sign
personally. All holders must sign. If a corporation or partnership, please sign in full corporate
or partnership name by authorized officer.           
                          
                          
                          
 Signature [PLEASE SIGN WITHIN BOX] Date      Signature (Joint Owners) Date  

45













Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Annual Report and Notice and Proxy Statement are available at
www.unitedfinancialinc.com - click Financial Informationon "Financial Information" and Annual"Annual Meeting MaterialsMaterials"










                     E61337-P19168 
                          
                          
UNITED FINANCIAL BANCORP, INC.
Annual Meeting of Shareholders
May 19, 2016 10:13, 2019 11:00 AM
This proxy is solicited by the Board of Directors

                          
The shareholder(s) hereby appoint(s) Michael A. Bars, Michael F. Crowley and Raymond H. Lefurge,Robert A. Stewart, Jr., or eitherany of them, as proxies, each with the power
to appoint (his/her)his substitute, and hereby authorizesauthorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares
of Commoncommon stock of UNITED FINANCIAL BANCORP, INC. that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be
held at 10:11:00 AM,A.M, EDT on May 19, 2016,13, 2019, at the Connecticut Science Center, 250 Columbus Boulevard, Hartford, Connecticut, 06103, and any
adjournments thereof. The undersigned shareholdershareholder(s) hereby revokesrevoke(s) any proxy or proxies heretofore given.
                          
This proxy, when properly executed, will be voted as directed or, if no direction is given, will be voted “FOR” the nomineenominees under Proposal 1;1, “FOR” the approval of an advisory (non-binding) proposal on the Company’s executive compensation under Proposal 2; and2, “FOR” the ratification of United Financial Bancorp, Inc.’s appointment of independent auditors in Proposal 3;3, and in accordance with the determination of a majority of the Board of Directors as to any other matters. If the proxy is not marked to withhold authority to vote for the nominee, it will be voted FOR the nominee.
                          
If you receive more than one proxy card, please sign and return all cards in the accompanying envelope.envelopes. Please check your mailing address as it
appears on the Revocable Proxy. If it is inaccurate, please include your correct address above.below.
                          
   Address Changes/Comments:                  
                          
                          
     (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)     
                          
        Continued and to be signed on reverse side        
                          


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