WBS » Topics » Compensation Committee

This excerpt taken from the WBS DEF 14A filed Mar 20, 2009.

Compensation Committee

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 Corporation’s subsidiary, Webster Bank. The members of the Compensation Committee currently are Messrs. Becker (Chairman), Crawford, Gelfenbien and Ms. Osar. A copy of the Compensation Committee’s charter is available on the Corporation’s website at: www.wbst.com.

Pursuant to the Compensation Committee’s 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 Corporation’s 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 Corporation’s performance-based incentive plans; reviewing the talent management and succession planning processes to ensure that there is a pool of qualified candidates to fill future Executive Management Committee positions; and reviewing and assessing on a periodic basis the Corporation’s employee stock ownership guidelines.

During 2008, the Compensation Committee held seven meetings. Compensation Committee meetings are attended by Webster’s CEO, other than while his compensation and benefits are discussed. For a description of the role of Webster’s CEO in determining or recommending the amount of compensation paid to our named executive officers during 2008, see “Compensation Discussion and Analysis” below.

This excerpt taken from the WBS DEF 14A filed Mar 7, 2008.

Compensation Committee

Joel S. Becker (Chairman)

George T. Carpenter

Roger A. Gelfenbien

Karen R. Osar



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