This excerpt taken from the WBS DEF 14A filed Mar 20, 2009.
The Board of Directors has appointed a Compensation Committee. Each of the members of the Compensation Committee meets the independence requirements of the rules of the NYSE, and also serves as the Compensation Committee of the Corporations subsidiary, Webster Bank. The members of the Compensation Committee currently are Messrs. Becker (Chairman), Crawford, Gelfenbien and Ms. Osar. A copy of the Compensation Committees charter is available on the Corporations website at: www.wbst.com.
Pursuant to the Compensation Committees charter, among other responsibilities, the Committee is charged with annually reviewing and making recommendations to the Board of Directors with respect to the annual base salary, annual bonus arrangements, long-term incentive compensation and severance and/or change in control or similar agreements/provisions, if any, paid to the CEO; annually determining such compensation and benefits for the members of the Corporations Executive Management Committee other than the CEO; annually recommending to the Board of Directors the content of the annual performance evaluation for the CEO and reviewing performance evaluations for all members of the Executive Management Committee; administering
and implementing the Corporations performance-based incentive plans; reviewing the talent management and succession planning processes to ensure that there is a pool of qualified candidates to fill future Executive Management Committee positions; and reviewing and assessing on a periodic basis the Corporations employee stock ownership guidelines.
During 2008, the Compensation Committee held seven meetings. Compensation Committee meetings are attended by Websters CEO, other than while his compensation and benefits are discussed. For a description of the role of Websters CEO in determining or recommending the amount of compensation paid to our named executive officers during 2008, see Compensation Discussion and Analysis below.
This excerpt taken from the WBS DEF 14A filed Mar 7, 2008.
Joel S. Becker (Chairman)
George T. Carpenter
Roger A. Gelfenbien
Karen R. Osar