Carol Hayles
WEBSTER FINANCIALAbout E. Carol Hayles
Independent director at Webster Financial Corporation; age 64; director since 2018. Currently serves as Chair of the Audit Committee and is a member of the Risk and Executive Committees; the Board has affirmatively determined she is independent under NYSE rules and she qualifies as an “audit committee financial expert.” Hayles is a former Executive Vice President and CFO of CIT Group Inc., with 30+ years in financial services and prior roles at Citigroup and PricewaterhouseCoopers; she held a Canadian Chartered Accountant designation (1985–2009).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CIT Group Inc. | Executive Vice President & Chief Financial Officer | 2015–2017 | Oversaw all financial operations; capital allocation, regulatory compliance, M&A experience |
| CIT Group Inc. | Controller & Principal Accounting Officer | 2010–2015 | Led SEC and regulatory reporting; financial accounting |
| Citigroup Inc. | Various finance roles incl. Deputy Controller | 24 years (dates not specified) | Financial reporting, accounting leadership |
| PricewaterhouseCoopers LLP | Early career; Canadian Chartered Accountant designation | 1985–2009 | Professional accounting qualification (Canada) |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| eBay Inc. (NASDAQ: EBAY) | Director | Since 2020 | Audit Committee Chair; Governance & Nominating Committee member |
| Avantax, Inc. (f/k/a Blucora, Inc.; NASDAQ: AVTA) | Director | 2018–2023 | Audit Committee; Compensation Committee |
Board Governance
| Item | Detail |
|---|---|
| Committee assignments | Audit (Chair); Risk; Executive |
| Independence | Board affirmed independence under NYSE; all committees composed entirely of independent directors |
| Attendance | All directors standing for re‑election attended ≥95% of Board and committee meetings in 2024 |
| Executive sessions | Every regularly scheduled Board meeting in 2024 included an executive session of independent directors |
| Meeting cadence (Committee) | Audit: 8 meetings; Risk: 6; Executive: 1 (2024) |
| Audit Committee expertise | Audit members financially literate; all except Ms. States designated audit committee financial experts; Hayles chairs the committee |
| Anti-hedging/pledging | Company policy prohibits hedging and pledging; annual equity grants align interests |
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 138,125 | 113,804 | 4,154 | 256,083 |
- Program details: Annual Board retainer $95,000; additional annual retainers: Audit Chair $35,000; Audit Committee member $15,000; Risk Committee member $12,500; equity award $115,000 determined by 10‑day average price before grant; reimbursed reasonable travel; no option awards to directors.
- Stock ownership guidelines: Non‑employee directors must hold common stock equal to 5x annual cash retainer ($475,000 for 2024/2025); directors not meeting guidelines must hold all long‑term incentives until compliant; shareholder‑approved annual cap of $500,000 in value per director.
Performance Compensation
| Grant Date | Shares Granted | Per‑Share Fair Value | Vesting Schedule | Source |
|---|---|---|---|---|
| Apr 24, 2024 | 2,499 | $45.54 | Vests after 1 year; 2‑year holding period post‑vesting | Proxy |
| May 21, 2025 | 2,217 [insider-trades: /tmp/insider_trades_20251120_035923.json] | $0 (Form 4 award entry) [insider-trades: /tmp/insider_trades_20251120_035923.json] | Not specified in Form 4; 2024 director awards use 1‑year vest + 2‑year hold per program | Form 4 [insider-trades: /tmp/insider_trades_20251120_035923.json] |
- No stock options are granted to non‑employee directors; equity is time‑based restricted stock, reinforcing long‑term alignment rather than short‑term performance metrics.
- Compensation governance: Independent consultant (CAP) advises the Compensation & HR Committee; no tax gross‑ups; clawback policies apply to executives and employees (not directors); no single‑trigger CIC arrangements.
Other Directorships & Interlocks
| Company | Overlap/Interlock | Notes |
|---|---|---|
| Avantax, Inc. (AVTA) | Hayles Director (2018–2023); WBS director William L. Atwell was former Chairman (2017–2019) | Historical external interlock (2018–2019 overlap); no current disclosed related‑party transactions tied to this interlock at Webster. |
Expertise & Qualifications
- Audit/financial reporting, executive leadership, risk management, financial services industry, strategic planning/M&A, compensation & human capital, legal/regulatory as identified in the Board’s skills matrix; designated audit committee financial expert.
- Deep CFO and controller experience across large financial institutions (CIT, Citigroup) and public company audit leadership at eBay.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Pledged? | Notes |
|---|---|---|---|---|
| E. Carol Hayles | 15,013 | <1% (per proxy) | None (proxy notes no pledged shares for listed holders) | Table includes certain unvested restricted shares across management group; individual split not disclosed. |
- Shares outstanding: 168,301,119 as of Apr 1, 2025 (context for % ownership).
- Insider trading activity (Form 4):
| Transaction Date | Type | Shares | Price | Post-Transaction Holdings | SEC Link |
|---|---|---|---|---|---|
| Sep 8, 2025 | Sale | 4,841 [insider-trades: /tmp/insider_trades_20251120_035923.json] | $61.575 [insider-trades: /tmp/insider_trades_20251120_035923.json] | 12,389 [insider-trades: /tmp/insider_trades_20251120_035923.json] | https://www.sec.gov/Archives/edgar/data/801337/000080133725000096/0000801337-25-000096-index.htm |
| May 21, 2025 | Award (RS) | 2,217 [insider-trades: /tmp/insider_trades_20251120_035923.json] | $0 [insider-trades: /tmp/insider_trades_20251120_035923.json] | 17,230 [insider-trades: /tmp/insider_trades_20251120_035923.json] | https://www.sec.gov/Archives/edgar/data/801337/000080133725000040/0000801337-25-000040-index.htm |
| Apr 24, 2024 | Award (RS) | 2,499 [insider-trades: /tmp/insider_trades_20251120_035923.json] | $0 [insider-trades: /tmp/insider_trades_20251120_035923.json] | 15,013 [insider-trades: /tmp/insider_trades_20251120_035923.json] | https://www.sec.gov/Archives/edgar/data/801337/000143774924013238/0001437749-24-013238-index.htm |
| Apr 26, 2023 | Award (RS) | 2,888 [insider-trades: /tmp/insider_trades_20251120_035923.json] | $0 [insider-trades: /tmp/insider_trades_20251120_035923.json] | 12,514 [insider-trades: /tmp/insider_trades_20251120_035923.json] | https://www.sec.gov/Archives/edgar/data/801337/000120919123026141/0001209191-23-026141-index.htm |
Governance Assessment
- Strengths: Independent status; Audit Committee Chair with financial expert designation; strong attendance; robust committee work, with Audit (8) and Risk (6) meetings in 2024; anti‑hedging/pledging policies; director equity grants and ownership guidelines promote alignment. These factors generally support investor confidence in financial reporting oversight and risk governance.
- Compensation alignment: Director pay mix is balanced (cash + time‑based RS), no options or short‑term performance equity; equity vests after one year with additional holding period, reinforcing long‑term orientation.
- Potential watch items: September 2025 open‑market sale of 4,841 shares reduced holdings to 12,389—routine diversification is plausible given continuing equity awards, but monitor any pattern of net selling relative to guideline compliance over time. [insider-trades: /tmp/insider_trades_20251120_035923.json]
- Conflicts/related parties: Proxy discloses ordinary‑course lending to directors at market terms; no related‑party transactions involving Hayles identified; historical external interlock at Avantax with fellow WBS director Atwell (2018–2019 overlap) appears immaterial to Webster’s current operations.
- Shareholder sentiment: Say‑on‑pay support of ~98% in 2024 for NEO compensation suggests broad investor endorsement of compensation governance, indirectly supportive of overall board oversight quality.