Webster Financial : Corporate Governance Policy

WEBSTER FINANCIAL CORPORATION

WEBSTER BANK, N.A.

AND

THEIR SUBSIDIARIES AND AFFILIATES

(Collectively Webster)

Policy

Introduction

Webster Financial Corporation (the "Corporation" or "Webster") is committed to the values of Integrity, Collaboration, Accountability, Agility, Respect and Excellence, which enables Webster to consistently uphold the highest standards of corporate governance, business integrity and professionalism in all its activities. The Board of Directors (the "Board" or "Directors") of the Corporation has adopted this Corporate Governance Policy (the "Policy") to set forth a common set of expectations as to how the Board, its various committees, individual directors, and management should perform their functions. Together with the Corporation's Certificate of Incorporation and By-Laws and the charters of the committees of the Board, this policy sets forth the governance standards for the Corporation. The Policy includes (i) the role and responsibilities of the Board; (ii) the structure and composition of the Board; (iii) information regarding the operations of the Board, including meetings and committees of the Board; (iv) Board qualifications and membership requirements, including Board education; and (v) the election, resignation and removal of Directors. The Policy must be reviewed annually by the Nominating and Corporate Governance Committee and the Board as a whole.

Roles and Responsibilities of the Board

The business and affairs of Webster are managed under the direction of the Board. The Board sets the overall strategy and tone for the Corporation. The Board acts as the ultimate decision-makingbody of the Corporation (except with respect to those matters reserved to the stockholders) and advises and oversees management, who are responsible for the day-to-dayoperations and management of the Corporation. In fulfilling this role, each director must act in what he or she reasonably believes to be in the best interests of the Corporation and its stockholders and must exercise his or her business judgment. In discharging this responsibility, Directors are entitled to rely on the honesty and integrity of the Corporation's senior executives and outside advisors and consultants.

1. Management Selection, Evaluation, and Oversight. The Board selects the Chairman and the Chief Executive Officer ("CEO"), and the CEO approves the hiring and compensation of the members of the executive management committee ("EMC"), which along with other officers and employees, is charged with the conduct of the

Corporation's business. The Board is responsible for the oversight and performance monitoring of EMC members while acting as an advisor and counselor to them. The Compensation Committee shall evaluate and report to the Board on the performance of EMC members to ensure that management's performance is satisfactory, and that management is providing the best leadership for the Corporation in both the long and short-term. The Chair of the Compensation Committee leads the independent directors

- 1 -

Approved April 24, 2024

in conducting an annual review of the performance of the CEO and communicates the results of the review to the CEO. The Compensation Committee establishes the evaluation process and determines the specific criteria on which the performance of the CEO is evaluated.

1. Succession Planning. The Board works with the Chairman and CEO and the Compensation Committee to plan for CEO succession, including succession planning in the case of the incapacitation, retirement or removal of the CEO.
2. Corporation Performance and Strategy. The Board reviews the Corporation's financial performance on a regular basis at Board meetings and through periodic updates, with a particular focus on peer and competitive comparisons. These reviews include the views of management as well as those of investors and securities analysts. The Board reviews and approves the Corporation's three-year strategic plan and annual budget and assesses the Corporation's strategic, competitive, and financial performance.
3. Internal Controls and Risk Management. The Board is responsible for oversight of the
   Corporation's internal controls and risk management framework and to monitor the Corporation's overall risk exposure to ensure compliance with safe and sound banking practices. Board oversight generally requires (i) evaluation of management's systems of internal control, financial reporting and public disclosure, ensuring the accuracy and completeness of financial results; and (ii) review and approval of the Corporation's enterprise risk management framework, ensuring that risks to the Corporation are managed effectively and correspond to the Corporation's appetite for risk. The Board reviews and approves Webster's Risk Appetite Statement and Board level metrics and tolerances annually.
4. Board Performance Evaluation. The Board and each committee completes an annual self-assessment to assist in determining whether the Board and its committees are functioning effectively. The Nominating and Corporate Governance Committee oversees this process. The results are considered by the Board and changes in the
   Corporation's corporate governance process may be made as a result of the Board's review. The Board and committee self-assessments address such topics as:
5. • Board and committee efficiency and overall effectiveness of Board composition and governance;
   • Directors' access to and interactions with members of management;
   • Board leadership structure, including effectiveness of the Lead Director;
   • Quality of Board and committee discussions;
   • Board and committee dynamics and culture;
   • Quality, scope, and timeliness of information provided to the Board; and
   • Quality of information provided regarding, and the Board's role in overseeing, Webster's strategic planning, risk management, and related matters.

In addition to participating in the annual Board evaluation process, Directors are encouraged to raise any topics related to Board performance and effectiveness, or any other matter, at any time with the Lead Director, the Chair of the Nominating and Corporate Governance Committee, the chair of another applicable committee, the Chairman and CEO, or the Board as a whole, as appropriate.

- 2 -

Approved April 24, 2024

6. Director Compensation. The Board, upon the recommendation of the Compensation Committee, will establish the form and amount of compensation paid to Board members. Webster uses a combination of cash and shares of restricted stock to attract and retain qualified candidates to serve on the Board. Board members who are also employees of the Corporation receive no additional compensation for serving on the Board or on a Board committee. The Compensation Committee will conduct an annual review of Board compensation and may engage an independent compensation consultant or other advisor to assist with such review. The Compensation Committee will consider all factors it deems appropriate, including peer practices, the number of independent directors on the Board, and the aggregate cost to the Corporation of such compensation.

Structure and Composition of the Board

1. Independence. A majority of the Corporation's Board shall be independent of management, in fact and appearance, as determined by the Board. In assessing independence, the Board shall make an affirmative determination that the director satisfies the standard for an "independent director" as set forth by the New York Stock Exchange. In connection with its evaluation of director independence, the Board considers that Webster provides lending and other financial services to Directors, their immediate family members, and their affiliated organizations in the ordinary course of business and without preferential terms or rates.
2. Size. The Board shall be composed of between seven and fifteen members, consistent with the Corporation's by-laws. The actual size of the Board is determined by the Board periodically and no less than annually. It is the policy of the Corporation that the number of Directors does not exceed a number that can function efficiently as a body. Although the Board considers its present size to be appropriate, it may consider expanding or reducing its size. The Nominating and Corporate Governance Committee periodically considers and makes recommendations to the Board concerning the appropriate size and needs of the Board.
3. Leadership. The Board reviews its leadership structure periodically in light of the composition of the Board, the needs of the Corporation and its stakeholders, the practices of the Corporation's peers, and other factors, and retains flexibility to allocate the responsibilities of the offices of the Chairman and CEO in any way that is in the best interests of the Corporation at a given point in time.
   The Board has determined that a combined Chairman and CEO position, with an independent Lead Director, is currently the most appropriate Board leadership structure for the Corporation. Given the significant duties designated to our independent Lead
   Director, set forth herein, the Board's view is that having a combined Chairman and CEO enables it to (i) provide efficient and effective governance and leadership to the Corporation, (ii) be apprised of current risks and issues that may impact the Corporation in a timely manner and (iii) present a single point of leadership to all Corporation stakeholders.

- 3 -

Approved April 24, 2024

4. Lead Director.The Board shall appoint the Lead Director for a one-year term, or until a successor is appointed. The duties of the Lead Director are as follows:

• Preside at all meetings of the Board at which the Chairman and CEO is not present, including at executive sessions of the independent directors.
• Call meetings of the independent directors, as appropriate.
• Provide Board leadership if the Chairman and CEO's role may be (or may be perceived to be) in conflict.
• Serve as an independent advocate for and ensure accountability to investors when potential conflicts of interest, or the appearance thereof, arise between management or controlling stockholders and investors.
• Serve as a liaison between the Chairman and CEO and the independent directors.
• Act as an advisor to the Chairman and CEO and provide the Chairman and CEO support, advice, and feedback from the Board regarding executive management and corporate strategy matters.
• In consultation with the Board, the Chairman and CEO, and executive management, ensure that the Board focuses on key issues and tasks facing the Corporation and on topics of interest to the Board.
• Assist the Board, the Nominating and Corporate Governance Committee and management in complying with this Policy and promoting corporate governance best practices.
• Work with the Nominating and Corporate Governance Committee, the Compensation Committee and members of the Board, to contribute to the annual performance review of the Chairman and CEO and participate in CEO succession planning.
• In coordination with the Chairman and CEO, plan, review and approve meeting agendas and materials for the Board.
• In coordination with the Chairman and CEO and the other members of the Board, approve meeting schedules to assure that there is sufficient time for discussion of all agenda items.
• Advise the Chairman and CEO of the information needs of the Board.
• Develop topics of discussion for executive sessions of the Board.
• Together with the Chairman and CEO and the other members of the Board, ensure the efficient and effective performance and functioning of the Board.
• Consult with the Nominating and Corporate Governance Committee on the
  Board's annual self-assessment.
• Provide guidance on the ongoing development of Directors.
• Together with the Nominating and Corporate Governance Committee and the Chairman and CEO, consult in the identification and evaluation of director candidates' qualifications (including candidates recommended by Directors,

- 4 -

Approved April 24, 2024

management, third party search firms and stockholders) and consult on committee membership and committee chairs.

• Preside over the independent directors' annual meetings with Webster's primary bank regulators to discuss the appropriateness of our Board's oversight of management and the Corporation.
• Be available for consultation and direct communication with major stockholders and regulators upon request.

5. Board Committees. The Board has established six standing committees. The standing committees are the Executive Committee, the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, the Risk Committee and the Technology Committee. Each of the standing committees operates pursuant to its own written charter. These charters shall, among other things, set forth the authority, purpose, practices, duties and responsibilities of the particular committee, the procedures for committee member appointment and removal, and committee composition and operations. The Nominating and Corporate Governance Committee recommends to the Board any changes in committee structure and ensures that each standing committee charter is reviewed annually by its committee. The charters shall also provide for an annual evaluation of each committee's performance. The committee chair reports to the full Board on matters undertaken at each committee meeting. Committee members shall be appointed by the Board based upon the recommendation of the Nominating and Corporate Governance Committee, except that the members of the Nominating and Corporate Governance Committee shall be directly appointed by the Board. The Board may, from time to time, establish or maintain additional committees to assist in carrying out its duties as it deems appropriate and in the best interests of the Corporation.

All members of the Audit, Compensation, and Nominating and Corporate Governance Committees will be independent directors under the criteria established by the New York Stock Exchange and SEC, as applicable, and will meet such other criteria as may be provided in the charter of each respective committee. The Audit, Compensation, Nominating and Corporate Governance, Risk, and Technology committees meet in executive session at least once per year.

The Chair of each of the committees, with the assistance of appropriate members of management, develops the committee's agenda. Materials related to agenda items are delivered to committee members sufficiently in advance of the scheduled committee meeting to allow the members to prepare for discussion of the items at the meeting.

Requirements for Board Membership

1. Participation at and Preparation for Meetings. Directors are expected to be active and engaged in discharging their duties and to keep themselves informed about the business and operations of the Corporation. Directors are expected to attend Board meetings and meetings of committees on which they serve, and to spend the time needed to prepare themselves and meet as frequently as necessary to properly execute their responsibilities.
2. Director Orientation and Continuing Education. Webster believes that director education is essential to the ability of its Directors to provide oversight and effective governance.

- 5 -

Approved April 24, 2024

Directors should be well-versed in corporate governance, regulatory requirements and matters relevant to the banking industry and to the clients that Webster serves. To that end, Webster's Director Education Program (the "Program") is a formal and ongoing program designed to address topics and areas of importance that will enhance each Board member's effectiveness. All Board members participate in the Program to keep informed of current developments within the industry, the laws, regulations and supervisory requirements applicable to Webster, Webster's complex products, services and lines of business, and the key risks and potential impact on Webster.

New Board members participate in an orientation program, which provides an overview of Webster's structure, products and services, and overall governance. New Board members are introduced to the Corporation's principal officers and participate in presentations by senior management to familiarize them with the Corporation's strategic plans and business efforts. These orientation sessions include a review of the role of the Board, pertinent regulatory guidelines on oversight of the Board, the Code of Business Conduct and Ethics, by-lawsof the Corporation and the Bank, the Corporation's Annual Report on Form 10-K,and the most recent annual meeting proxy statement.

1. Stock Ownership.The Board believes that Directors should hold meaningful equity ownership positions in the Corporation. Therefore, Webster stock ownership guidelines require non-employee directors to own Webster common stock with a market value equal to that of 5x the annual Board member cash retainer. Non-employee directors who do not meet the guidelines agree to hold all long-term incentives, which include vested shares of restricted stock (net of exercise price and taxes), until they achieve the required ownership threshold of Webster common stock. The Compensation Committee reviews the stock ownership guidelines annually.
2. Other Public Corporation Boards. The Corporation values the experience that its Directors gain through service on other boards but remains mindful that service on other boards may present conflicts of interest and may require significant time commitments. Therefore, the Nominating and Corporate Governance Committee shall review and approve the holding, or assuming of any board position with any nonaffiliated public company (or subsidiary thereof) by any designated Section 16 officer.
   Webster limits the number of other public corporation boards its Directors may join to ensure that a director is not "overboarded" and is able to devote the appropriate amount of time and attention to the oversight of the Corporation, including attendance at Board and committee meetings. No director may serve on the board of more than four public companies (including Webster and its subsidiaries).
3. Code of Business Conduct and Ethics/Conflicts of Interest. Webster is committed to uncompromising integrity in all that it does. The Code of Business Conduct and Ethics covers a wide range of business practices and procedures and serves as a guide to ethical decision-making for Directors, including handling conflicts of interest. The Board is responsible for approval of the Code of Business Conduct and Ethics no less than annually and through the Nominating and Corporate Governance Committee, provides oversight of its effective implementation.

- 6 -

Approved April 24, 2024

The Corporation recognizes that managing conflicts of interest effectively is essential to good corporate governance. If an actual or potential conflict of interest develops because of a change in the business of the Corporation, or because of a director's circumstances (for example, significant and ongoing competition between the Corporation and a business with which the director is affiliated), the director should report the matter immediately to Webster's General Counsel and the Chairman of the Nominating and Corporate Governance Committee for evaluation and appropriate resolution.

The Nominating and Corporate Governance Committee makes decisions relative to actual and potential conflicts of interest involving Directors to ensure that director independence will not be jeopardized by exceeding appropriate compensation levels, by a director or any related interest of the director having any material relationships with the Corporation or its affiliates, by the Corporation making substantial charitable contributions to organizations with which a Board member is affiliated, or by the Corporation entering into material consulting or legal services arrangements with (or providing other indirect forms of compensation to) a Board member or an organization with which a Board member is affiliated.

1. Term Limits and Tenure. Directors are elected to hold office for a one-year term expiring at the Annual Meeting following his or her appointment. There are no established limits for tenure, which allows Directors to develop, over a period of time, increasing insight into the Corporation and its operations and, therefore, provide increasing contribution to the Board as a whole.
2. Retirement Age.A director or prospective director shall not be nominated by the Nominating and Corporate Governance Committee to a new term after reaching the age of 75.

Operations of the Board

1. Board Meetings, Agenda and Materials. The Nominating and Corporate Governance Committee periodically considers and makes recommendations to the Board concerning the frequency of Board meetings. The Chairman and CEO together with the Lead Director set the agenda for Board meetings with the understanding that items pertinent to the advisory, monitoring and approval functions of the Board be presented in a timely fashion for review and/or decision. Any member of the Board may request that an item be included on the agenda. Any member of the Board may raise at any Board meeting subjects that are not on the agenda for that meeting.
   Board materials related to agenda items are delivered to Directors sufficiently in advance of the scheduled Board meeting to allow Directors to prepare for discussion of the items at the meeting.
2. Board Member Access to Management and Independent Advisers. Executives and other members of senior management are expected to be present at Board meetings or portions thereof, at the invitation of the Board, for the purpose of making presentations, responding to Directors' questions, and participating in discussions. Generally, presentations of

- 7 -

Approved April 24, 2024

matters to be considered by the Board are made by the manager responsible for that area of the Corporation's operations.

The Board and each committee have complete access to the Corporation's legal, financial, and other advisors, and have the power to hire, at the expense of the Corporation, independent legal, financial and other advisors, as they may deem necessary or desirable.

1. Executive Sessions of Independent Directors. The independent directors will meet periodically, but at least once per year, in executive session without employee directors or senior executives present. The Lead Director shall preside at each executive session.
2. Public Comments/Communications with Investors. It is the policy of the Corporation that management is responsible for the Corporation's public comments. When public comments from the Board are appropriate, in most instances they come from the Chairman and CEO. The Board deliberates as a group and acts as a single entity. From time-to-time management may request that an individual director communicate with various constituents of the Corporation in furtherance of the Corporation's policy of open communication with institutional investors, other stockholders, the press and interested public.
3. Directors' and Officers' Liability Insurance. The Directors shall be entitled (i) to have the
4. 1. 
      Corporation purchase reasonable directors' and officers' liability insurance on their behalf,
   2. to the benefits of indemnification to the fullest extent permitted by law and the Corporation's certificate of incorporation, by-laws and any indemnification agreements, and (iii) to exculpation as provided by state law and the Corporation's certificate of incorporation and by-laws.

Qualifications and Election of Directors

1. Election Process. Except in the case of vacancies and newly created directorships, directors shall be elected only by stockholders. The by-laws of the Corporation provide that at each annual meeting of stockholders the successors to all directors whose term shall then expire shall be elected to hold office for a term expiring at the next succeeding annual meeting and until their successors shall be elected and qualified. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled in accordance with the by-laws by the concurring vote of a majority of the Directors then in office, whether or not a quorum. Directors elected to fill vacancies and newly created directorships are elected for the unexpired term, and any director so chosen shall hold office until the next annual meeting and until such director's successor shall have been elected and qualified. Upon the recommendation of the Nominating and Corporate Governance Committee, a slate of directors is nominated by the Board and submitted to a stockholder vote annually. The Nominating and Corporate Governance Committee will also review and recommend candidates for Board membership as vacancies or newly created positions occur.

If a stockholder desires to nominate a director candidate in connection with an upcoming meeting of stockholders, the stockholder must comply with applicable requirements set

- 8 -

Approved April 24, 2024

for in the Corporation's by-laws as well as applicable regulations of the U.S. Securities and Exchange Commission.

2. Director Qualification Guidelines. Directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of the stockholders. They must also have an objective perspective and practical wisdom. We endeavor to have a Board representing diverse experience in business and in areas that are relevant to the Corporation.

When deciding on nominations for the Board of Directors, the Nominating and Corporate Governance Committee will consider the age of a director or a prospective director, as well as other qualifications for service as a Board member, including skill, knowledge, broad business judgment, relevant specific industry experience, and diversity.

Directorship candidates typically shall be (i) the senior executive in a Corporation, partnership, association, organization or other form of entity, (ii) among the most senior executives in a larger entity, (iii) a recently retired executive with experience and qualifications deemed highly desirable to Webster (in which case such retired executive may serve for a reasonable period of time), or (iv) a person who has served in a high- level position in government or academia. In addition to depth and breadth of business and civic experience in leadership positions, a potential director's ties to the Corporation's and Webster Bank's markets shall be considered to ensure diversity and broad geographic and demographic representation reflective of the markets served.

Resignation and Removal

1. Resignation at Will. As provided in the Corporation's by-laws, a director may resign at any time. If a director wishes to retire or resign or refuses to stand for reelection at the next annual meeting of stockholders, such decision must be tendered in writing by the director to the Chairman and CEO. Unless otherwise specified therein, such a resignation will take effect upon receipt thereof by the Chairman and CEO.
2. Resignation for Material Change or Absences. It is understood that if a director has a significant change in his/her principal employment or occupation, has a material change in his/her employment responsibilities or a change in title, changes employer or occupation, or is unable to attend at least seventy-five percent of the regular Board meetings and meetings of committees on which they serve in a given year, the director shall offer to resign. The Nominating and Corporate Governance Committee shall take such offer under consideration and shall make a recommendation to the Board. More than three consecutive absences from regular meetings automatically constitutes a resignation, unless excused by a resolution of the Board.
3. Resignation for Lack of Independence. If a non-employee director no longer satisfies the standard for an "independent director" as set forth by the New York Stock Exchange, then the non-employee director shall offer to resign. The Nominating and Corporate Governance Committee shall take such offers under consideration and shall make a recommendation to the Board.

- 9 -

Approved April 24, 2024

1. Activity Requiring Resignation. Any director who is convicted of a violation of any law, rule, or regulation (other than a minor traffic violation or similar offense) or shall otherwise engage in an activity that brings disrepute to the Corporation, shall offer to resign from the Board. Any employee director whose employment is terminated by the Corporation and/or its subsidiaries shall immediately tender his or her resignation from the Board.
2. Removal by Two-ThirdsVote. A director may be removed only by a two-thirds vote of the total votes eligible to be cast by its stockholders at a duly constituted meeting called for such purpose, with the director being entitled to not less than 30 days' prior notice. In the case of Webster Bank, cause is required, but the vote is a majority vote of the total votes eligible to be cast (or a higher vote under certain circumstances). The Corporation, as sole stockholder of Webster Bank, could amend the Bank's by-laws to eliminate the
   "for cause" requirement for removal, should it be deemed necessary.
3. Resignation to Address Majority Voting. As required by the Corporation's by-laws, Directors must be elected by a majority of the votes cast with respect to such director in uncontested elections (meaning the number of shares voted "for" a director must exceed the number of votes cast "against" that director). There are no cumulative voting rights in the election of Directors. In addition, under the by-laws, incumbent directors nominated for reelection are required, as a condition to such nomination, to submit a conditional letter of resignation. In the event an incumbent nominee for director fails to receive a majority of the votes cast at an annual meeting, the Nominating and Corporate Governance Committee will consider the resignation and make a recommendation to the Board as to whether to accept or reject the resignation, or whether other action should be taken. In considering whether to accept or reject the tendered resignation, the Nominating and Corporate Governance Committee may consider any factors deemed relevant by the Committee members, e.g., the director's length of service, the director's particular qualifications and contributions to the Corporation. The Board will act on the Nominating and Corporate Governance Committee's recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date the election results are certified. In considering the Nominating and Corporate Governance Committee's recommendation, the Board will consider the factors considered by the Committee and any additional information and factors the Board believes to be relevant. The director who failed to receive a majority of the votes cast will not participate in the Board's decision.
   In addition, if there are not at least two members of the Nominating and Corporate Governance Committee who either were elected at the meeting or did not stand for election, then each of the independent members of the Board who either were elected at the meeting or did not stand for election shall appoint a committee amongst themselves to consider the resignation offer and recommend to the Board whether to accept it (which committee of the independent members shall act in lieu of the Nominating and Corporate Governance Committee with respect to the resignation offer in such situation).

- 10 -

Approved April 24, 2024