Lauren States
WEBSTER FINANCIALAbout Lauren C. States
Independent director of Webster Financial Corporation (WBS) since 2016; age 68 as of April 1, 2025. Former Vice President, Strategy and Transformation at IBM Software Group with a 36+ year career including service as Chief Technology Officer in IBM’s corporate strategy function; holds multiple director-focused certifications in cybersecurity and AI (CERT Cybersecurity Oversight, National Cybersecurity Center Cyber for Executives, Harvard Kennedy School Cybersecurity, Digital Directors Network Systemic Cyber Risk Governance, MIT AI: Implications for Business Strategy) . She serves on WBS’s Audit, Risk, and Technology Committees and is considered independent under NYSE standards; all directors standing for re‑election attended ≥95% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM Corporation (NYSE: IBM) | Vice President, Strategy and Transformation; Chief Technology Officer (corporate strategy function); multiple global leadership roles in technology, strategy, transformation, sales, talent | 36+ years (culminating through IBM Software Group leadership) | Led transformation to cloud computing; broad technology and strategy execution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clean Harbors, Inc. (NYSE: CLH) | Director | Since 2016 | Chairs Environmental Health & Safety Committee; member Compensation & Human Capital Committee; Cybersecurity Subcommittee |
| Quid (private) | Director | Since 2020 | Chair of Audit Committee |
| Diebold Nixdorf, Inc. (NYSE: DBD) | Director | 2020–2023 | Served on Audit, Nominating & Governance, and Technology Committees |
| International House (NY) | Trustee | Current | Development Committee |
| Mercy High School (CT) | Trustee | Current | Development Committee |
| Code Nation | Independent Director | Current | Nomination & Governance Committee |
Board Governance
- Committee memberships at WBS: Audit; Risk; Technology; not a Committee Chair .
- Independence: Affirmatively determined independent; WBS committees are 100% independent; Lead Independent Director is Richard O’Toole .
- Attendance: All directors standing for re‑election attended ≥95% of aggregated Board and committee meetings in 2024 .
- Executive sessions: Every regularly scheduled Board meeting in 2024 included executive sessions of independent directors, presided over by the Lead Independent Director .
- Committee activity levels in 2024: Audit (8 meetings), Risk (6 meetings), Technology (4 meetings) .
- Audit Committee qualifications: Financially literate; not designated an “audit committee financial expert” (others on the Audit Committee are) .
Fixed Compensation
| Name | Fees (Cash) ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Lauren C. States | 121,875 | 113,804 | 4,154 | 239,833 |
- Director program structure: Annual Board retainer $95,000; annual equity award $115,000; Committee member retainers: Audit $15,000, Risk $12,500, Technology $10,000; Committee Chair retainers higher (not applicable to Ms. States); Lead Independent Director retainer $45,000 .
- RSU grant details (non‑employee directors):
Grant Date Shares Granted Fair Value per Share Vesting Post‑Vesting Holding April 24, 2024 2,499 $45.54 Vests after 1 year 2‑year holding period after vesting - Options: WBS does not issue option awards to non‑employee directors; none outstanding .
- Dividends on unvested restricted stock are reported in “All Other Compensation” .
Performance Compensation
| Feature | Applies to Director Pay? | Details |
|---|---|---|
| Performance‑based equity metrics | No | Non‑employee director equity is time‑based restricted stock; no performance conditions disclosed . |
| Annual director bonuses | No | Compensation consists of retainers and equity awards; no director performance bonus program disclosed . |
| Options | No | No option awards to directors; none outstanding . |
Other Directorships & Interlocks
| Company | Role | Public/Private | Potential Interlocks/Conflicts |
|---|---|---|---|
| Clean Harbors, Inc. | Director; EHS Chair; Compensation & Human Capital; Cyber Subcommittee | Public | Not disclosed as a related‑party transaction with WBS; transactions with related persons are governed by policy . |
| Quid | Director; Audit Chair | Private | Not disclosed; subject to Related Party Transaction Policy . |
| Diebold Nixdorf, Inc. | Former Director (2020–2023) | Public | Past role; no related‑party transaction disclosure . |
- Overboarding policy: WBS limits directors to four public company boards (including WBS); any new board roles require Nominating & Corporate Governance Committee approval .
Expertise & Qualifications
- Technology, cybersecurity, and data governance expertise; certifications from Carnegie Mellon (CERT), National Cybersecurity Center, Harvard Kennedy School, Digital Directors Network, and MIT AI program .
- Executive leadership in technology transformation and cloud computing from IBM .
- Committee experience at external public companies spanning Environmental Health & Safety, Cybersecurity, Audit, and Compensation & Human Capital .
Equity Ownership
| Owner | Shares Beneficially Owned | Percent of Common Stock Outstanding | Pledged? |
|---|---|---|---|
| Lauren C. States | 14,603 | <1% | None pledged; footnote states shares shown are not pledged . |
- Director stock ownership guidelines: Non‑employee directors must hold WBS common stock equal to 5x annual cash retainer ($475,000 for 2024/2025); directors not meeting the guideline must hold all long‑term incentives (net of taxes) until compliant .
- Anti‑hedging/anti‑pledging: Directors are prohibited from hedging or pledging WBS securities .
Governance Assessment
- Board effectiveness signals: Strong independence (11/12 independent), robust committee structure, regular executive sessions, and majority voting with resignation policy support accountability . Ms. States’ technology and cybersecurity credentials align with WBS’s oversight of AI, cybersecurity, and technology risks through the Technology and Risk Committees .
- Alignment: Annual equity grants and stringent stock ownership guidelines promote alignment; no option awards and anti‑hedging/pledging policies reduce misalignment risk .
- Shareholder sentiment: 2024 say‑on‑pay approved at ~98%, indicating broad support for compensation governance (company‑wide signal) .
- Potential red flags: Not designated as an Audit Committee “financial expert,” though the committee retains multiple financial experts; no related‑party transactions involving Ms. States are disclosed; overboarding risk appears controlled via policy and current roles .
Overall, Ms. States brings deep technology, cyber, and AI oversight expertise to WBS’s Audit, Risk, and Technology Committees, with strong independence, attendance, and ownership alignment. No specific conflicts or related‑party exposures are disclosed for her; governance structures and policies (ownership guidelines, anti‑hedging/pledging, majority voting) support investor confidence .