Frederick Crawford
WEBSTER FINANCIALAbout Frederick Crawford
Independent director at Webster Financial Corporation (WBS) since July 1, 2025; appointed to the Audit and Risk Committees and determined independent under NYSE rules and SEC regulations, and qualified as an “audit committee financial expert.” He previously served as President and COO of Aflac and CFO at CNO Financial Group and Lincoln Financial Group; education includes an MBA from the University of Iowa and a B.S. from Indiana State University. Tenure at WBS began July 1, 2025; initial Form 3 filed July 7, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aflac Incorporated | President & COO | Promoted Jan 2020; retired Sept 30, 2024 | Led enterprise growth initiatives and oversaw finance, risk, investments, technology, and HR |
| Aflac Incorporated | EVP & CFO | Joined 2015 | Led financial management and investor relations |
| CNO Financial Group | EVP & CFO | Prior to Aflac | Senior finance leadership |
| Lincoln Financial Group | EVP & CFO; Corporate Development & Investments | Prior to CNO | Oversight of investment platform |
| Bank One Corporation | Banking officer | Earlier career | Corporate banker to insurance industry |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Iowa Center for Advancement | Board member; Audit Committee | Current per profile | Education-related governance |
Board Governance
- Independence and committee assignments: Independent under NYSE standards; Audit and Risk Committee member; audit committee financial expert designation .
- Lead Independent Director structure: Board maintains a Lead Independent Director (Richard O’Toole) with defined responsibilities and executive sessions at each regularly scheduled meeting in 2024 .
- Attendance: In 2024, all directors standing for re‑election attended at least 95% of Board and applicable Committee meetings; Crawford joined in 2025 (attendance data for him not yet disclosed) .
- Orientation and continuing education: Formal director orientation and ongoing education programs overseen by the Nominating & Corporate Governance Committee .
Fixed Compensation
| Component | Amount/Policy | Vesting/Holding | Notes |
|---|---|---|---|
| Annual Board retainer (cash) | $95,000 | Paid quarterly | Board-approved for 2024/2025 program |
| Lead Independent Director retainer | $45,000 | Paid annually | Program level |
| Committee chair retainers | Audit $35,000; Risk $30,000; Comp $20,000; Nominating $20,000; Technology $20,000 | Paid annually | Program level |
| Committee member retainers | Audit $15,000; Risk $12,500; Comp $10,000; Nominating $10,000; Technology $10,000 | Paid annually | Program level |
| Director equity grant (restricted stock) | $115,000 grant date fair value | Vests after 1 year; 2‑year post‑vest holding | No options; annual grant; example 2024 grants at $45.54/sh (2,499 sh) |
| Pro‑rated benefits for Crawford | Standard non‑employee director benefits pro‑rated from appointment date | Per program | Board disclosure for his appointment |
Performance Compensation
| Element | Structure | Metrics | Notes |
|---|---|---|---|
| Director equity | Time‑based restricted stock | None (no PSUs/options for directors) | Vests after 1 year; 2‑year holding period; dividends paid on unvested RS as disclosed |
WBS director compensation uses cash retainers plus time‑based restricted stock; no option awards or director‑level performance share units are issued .
Other Directorships & Interlocks
| Company | Role | Overlaps/Interlocks | Status |
|---|---|---|---|
| Webster Financial Corporation | Independent Director | N/A | Appointed July 1, 2025 |
| Other public company boards | None disclosed | None disclosed | 8‑K states no arrangements/family relationships and no Item 404(a) related‑party transactions related to Crawford |
Expertise & Qualifications
- Audit/finance expertise: “Audit committee financial expert” designation; prior CFO roles at Aflac, CNO, Lincoln .
- Risk management: Assigned to Risk Committee; deep enterprise risk and investment oversight experience from insurance sector .
- Education: MBA (University of Iowa); B.S. (Indiana State University) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Common shares beneficially owned | 500 (Direct) | Form 3 filed July 7, 2025 |
| Shares outstanding (record date) | 168,301,119 | As of April 1, 2025 |
| Ownership % of shares outstanding | ~0.00030% | Derived from 500 / 168,301,119 using figures above |
| Options/derivatives | None disclosed | Form 3 shows no derivative holdings |
| Hedging/pledging | Prohibited | Company anti‑hedging and anti‑pledging policies apply to directors and executives |
| Director ownership guideline | 5× annual cash retainer ($475,000 for 2024/2025) | Must hold all LTIs net of taxes until guideline met |
Insider Trades
| Date | Form | Transaction | Shares | Ownership Form |
|---|---|---|---|---|
| 07/07/2025 | Form 3 | Initial statement of beneficial ownership | 500 | Direct (D) |
Compensation Committee Analysis (program context)
- Independent consultant: Compensation Advisory Partners (CAP) engaged; Committee determined no conflicts of interest .
- Peer group benchmarking: 2024 peer group of 16 regional banks used for compensation context; Webster assets ranked ~52nd percentile at selection time .
- Say‑on‑Pay results: 98% approval at April 24, 2024 annual meeting; used to affirm compensation framework continuity .
Related Party Transactions (Conflict Checks)
- No arrangements/understandings or family relationships related to Crawford’s appointment; no direct or indirect material interest in transactions requiring Item 404(a) disclosure .
- Company has formal policies and procedures for related person transactions; governance disclosures detailed in proxy .
Governance Assessment
- Strengths: Clear independence, Audit/Risk committee placement, audit financial expert status, and strong anti‑hedging/anti‑pledging and ownership guidelines support alignment with shareholders .
- Engagement: Board uses executive sessions and robust orientation/education; 2024 director attendance ≥95% among re‑election nominees, indicating active governance culture .
- Compensation alignment: Director pay mix favors equity (time‑based RS) with post‑vest holding, reinforcing long‑term orientation; program reviewed with independent consultant and peer benchmarking .
- RED FLAGS: None disclosed—no related‑party exposure, no option repricing, and no director performance share awards that could skew risk taking .