Mark Pettie
WEBSTER FINANCIALAbout Mark Pettie
Independent director of Webster Financial Corporation (WBS); age 68; director since 2009. He serves as Chair of the Board Risk Committee and is a member of the Compensation and Human Resources Committee and the Executive Committee; he is President of Blackthorne Associates, LLC, with prior CEO experience at a public company (Prestige Brands) and extensive finance/marketing background at ConAgra and Kraft Foods . The Board determined all directors other than the CEO are independent; directors standing for re‑election attended at least 95% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prestige Brands Holdings, Inc. (NYSE: PBH) | Chairman & Chief Executive Officer | 2007–2009 | Led a consumer products portfolio; public-company CEO governance experience |
| ConAgra | President, Dairy Foods Group | 2005–2006 | Executive leadership in consumer staples operations |
| Kraft Foods | Various roles; EVP & GM, Coffee Division | 1981–2004 (EVP in 2002) | Finance, marketing, general management; scaled divisional execution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alliance Consumer Group | Non‑Executive Chair; Director; Chair, Compensation Committee | Since 2024 | Compensation oversight and board leadership at a consumer products company |
| Bear Down Brands | Director | Since 2017 | Board service for consumer brand platform |
| Darigold | Director; Chair, Audit; Member, Compensation; Finance & Risk Committees | 2017–2024 | Financial reporting and risk oversight at major dairy cooperative |
| Gehl Foods, LLC | Director; Audit Committee Chair | 2015–2024 | Audit leadership in food manufacturing |
| Blackthorne Associates, LLC | President | Current | Advisory to consumer-oriented investors |
Board Governance
- Committee assignments: Risk Committee Chair; Compensation & Human Resources Committee member; Executive Committee member .
- Independence: Board affirmatively determined all directors except the CEO are independent under NYSE rules; Board committees (Audit, Risk, Compensation & HR, Nominating & Corporate Governance, Technology) comprise only independent directors .
- Attendance: All directors standing for re‑election attended at least 95% of combined Board and committee meetings in 2024; Board held executive sessions of independent directors at every regularly scheduled meeting .
- Risk Committee remit (chaired by Pettie): Oversees enterprise risk management including credit, financial, operational, compliance, information, strategic, reputational risks; approves CRO/CCO hiring and compensation; monitors risk appetite alignment; oversees AI development/deployment acceptable use via the Information Risk Committee; reviews material litigation risk and third‑party risk management .
- Compensation & HR Committee remit (member): Oversees CEO and executive compensation, director pay, clawbacks, stock ownership guidelines, incentive risk assessments, succession planning, and use of an independent compensation consultant (CAP) .
- Shareholder voting signals: 2025 Say‑on‑Pay received 135,549,851 “For,” 3,225,421 “Against,” 382,111 “Abstain” (strong support); Pettie’s 2025 election received 134,170,592 “For,” 4,854,885 “Against,” 131,906 “Abstain” .
Fixed Compensation
| Element | 2024 Program | Notes |
|---|---|---|
| Board annual cash retainer | $95,000 | Paid quarterly |
| Lead Independent Director retainer | $45,000 | Not applicable to Pettie |
| Committee Chair retainers | Audit: $35,000; Risk: $30,000; Comp & HR: $20,000; Nominating & Corporate Governance: $20,000; Technology: $20,000 | Pettie earns Risk Chair $30,000 |
| Committee member retainers | Audit: $15,000; Risk: $12,500; Comp & HR: $10,000; Nominating & Corporate Governance: $10,000; Technology: $10,000 | Pettie earns Comp & HR member $10,000 |
| Travel reimbursement | Reasonable expenses reimbursed | Standard practice |
| Director Compensation (2024) | Fees (Cash) ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Mark Pettie | 131,250 | 113,804 | 4,154 | 249,208 |
Performance Compensation
| Equity Award | Grant Date | Shares/Value | Vesting | Holding/Dividend Treatment |
|---|---|---|---|---|
| Annual restricted stock (non‑employee directors) | Apr 24, 2024 | 2,499 shares at $45.54; $113,804 per director | Cliff vest after 1 year | 2‑year holding period post‑vest; dividends paid on unvested shares (reflected in “All Other Compensation”) |
| Program design | 2024 | Annual equity award $115,000 (shares based on 10‑day average price) | Time‑based only (no performance conditions) | Director stock grants limited to $500,000 per year under 2021 Stock Incentive Plan (as amended) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation committee interlocks | None in 2024 for Compensation & HR Committee members (including Pettie) |
| Overboarding policy | Directors limited to four public-company boards including Webster; prior policy limited to three (updated) |
| Related‑party transactions policy | Robust identification, Legal review, Nominating & Corporate Governance Committee approval/ratification; ASC 850 disclosures; Regulation O compliance |
| Related‑party disclosures | Loans to insiders on market terms in ordinary course; specific disclosure relates to another director’s family member employment; no Pettie‑specific related‑party transactions disclosed |
Expertise & Qualifications
- Public company governance, executive leadership, risk management, audit/financial reporting, strategic planning/M&A, compensation and human capital, legal/regulatory per Board skills matrix .
- Continued educational certifications noted in FinTech and Compensation & Human Resources .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Pledged/Hedging | As of |
|---|---|---|---|---|
| Mark Pettie | 32,180 | <1% | None of such shares are pledged; directors/officers prohibited from hedging/pledging under policy | Apr 1, 2025 |
| Ownership Alignment Policies | Requirement |
|---|---|
| Director stock ownership guideline | 5× annual cash retainer ($475,000 for 2024/2025 after the Annual Meeting) |
| Compliance mechanism | Directors not meeting guideline must hold all long‑term incentives (net of taxes) until threshold achieved |
| Anti‑hedging/anti‑pledging | Directors and executive officers prohibited from hedging or pledging Webster securities |
Governance Assessment
- Strengths: Pettie chairs a fully independent Risk Committee with explicit oversight of enterprise risks and AI governance; his long-tenured public-company CEO experience and audit chair roles in external boards support board effectiveness and risk discipline . Strong director election support and high overall meeting attendance underpin investor confidence .
- Alignment: Mixed cash/equity director pay with mandatory stock ownership and post‑vesting holding periods; anti‑hedging/pledging policies; no option awards to directors .
- Potential conflicts: No related‑party transactions disclosed for Pettie; Compensation & HR Committee reports no interlocks in 2024 (reduces conflict risk) .
- Shareholder signals: 2025 Say‑on‑Pay passed with strong support; Pettie’s nomination received 134.17M votes “For” versus 4.85M “Against” .
RED FLAGS
- None disclosed regarding related‑party transactions, pledging/hedging, or committee interlocks for Pettie .