Maureen Mitchell
WEBSTER FINANCIALAbout Maureen B. Mitchell
Maureen B. Mitchell, age 73, has served as an independent director of Webster Financial Corporation (WBS) since 2022. She is a Senior Advisor at The Boston Consulting Group (since 2017) with 30+ years in financial services spanning banking, asset management, insurance and private equity, and is recognized for growth and transformation expertise. On Webster’s Board, she serves on the Audit and Technology Committees and qualifies as an SEC “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Asset Management, Inc. | President of Global Sales & Marketing; Director | 2009–2016 | Senior leadership of multi‑billion AUM platform |
| GE Asset Management Funds II PLC | Director | 2012–2014 | Fund governance |
| GE Investment Distributors, Inc. | Director | 2014–2016 | Distribution oversight |
| Director, Investment Company Institute (ICI) | Board of Governors | 2015–2016 | Industry policy governance |
| Bear Stearns Asset Management | Senior Managing Director; Global Head of Institutional Sales & Client Services | (Prior 10 years) | Led multi‑billion asset management business |
| Highland Capital Management, LP | Global Head of Distribution | 2008–2009 | Distribution leadership |
| Fieldpoint Private Bank & Trust | Director | 2017–2018 | Board oversight |
External Roles
| Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| The Boston Consulting Group | Senior Advisor | 2017 | Strategy, product, digital execution advisor |
| Investcorp Strategic Capital Group | Advisory Board Member | 2023 | Advisory role |
| Foundation for City College | Board Member; Chair, Investment Committee; Budget Committee Member | n/a | Investment oversight leadership |
| Natixis/Loomis Sayles Mutual Funds (Trust) | Trustee; Chair, Contracts Committee | 2017 | Fund board oversight |
Board Governance
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Independence and engagement: Mitchell is an independent director; independent directors comprise 11 of 12 on the Board and 100% of all standing committees. All directors standing for re‑election attended at least 95% of Board and committee meetings in 2024; independent‑only executive sessions were held at every regular Board meeting.
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Committee assignments and expertise:
- Audit Committee member (8 meetings in 2024); each member is financially literate, and all except Ms. States are “audit committee financial experts” (Mitchell qualifies).
- Technology Committee member (4 meetings in 2024), overseeing technology strategy, cybersecurity, data privacy, and AI oversight.
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member; Audit Committee Financial Expert | 8 | Financial reporting, internal controls, auditor oversight |
| Technology | Member | 4 | Tech strategy, cyber, AI oversight, critical vendor oversight |
Fixed Compensation
- Director pay structure (2024): Annual cash retainer $95,000; Committee chair retainers: Audit $35,000; Risk $30,000; Comp/HR, Nominating & Governance, Technology $20,000; Non‑chair member retainers: Audit $15,000; Risk $12,500; Comp/HR, Nominating & Governance, Technology $10,000; Lead Independent Director $45,000.
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Board annual cash retainer | 95,000 | Paid quarterly |
| Audit Committee (member) | 15,000 | Annual retainer |
| Technology Committee (member) | 10,000 | Annual retainer |
| Lead Independent Director (if applicable) | 45,000 | Additional retainer (not applicable to Mitchell) |
- 2024 actual compensation – Maureen B. Mitchell:
| Name | Fees (Cash) ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Maureen B. Mitchell | 112,500 | 113,804 | 4,154 | 230,458 |
| Grant mechanics | 2,499 RS shares granted on 4/24/2024 at $45.54; vests after 1 year; 2‑year post‑vest holding period | “All Other” reflects dividends on unvested RS in 2024 | ||
- Director equity design: Annual equity award sized at $115,000 using 10‑day average closing price prior to grant; no option awards to non‑employee directors.
Performance Compensation
Non‑employee director compensation at Webster does not include performance‑conditioned metrics (equity is time‑based restricted stock; no options).
Other Directorships & Interlocks
| External Board/Role | Public/Private | Committee Roles | Interlock/Conflict Note |
|---|---|---|---|
| Natixis/Loomis Sayles Mutual Funds – Trustee | Mutual fund trust | Chairs Contracts Committee | No related‑party transaction disclosed with Webster |
| Foundation for City College – Board | Non‑profit | Chairs Investment Committee | No related‑party transaction disclosed |
| Investcorp Strategic Capital Group – Advisory Board | Private | Advisory | No related‑party transaction disclosed |
- Related‑party transactions: Proxy discloses related‑party frameworks and transactions (e.g., a director’s family employment), with no transactions identified involving Mitchell.
Expertise & Qualifications
- Deep financial services background across banking and asset management; senior distribution and client leadership roles at GE Asset Management, Bear Stearns Asset Management, and Highland Capital.
- Governance and fund oversight experience via trusteeship (Natixis/Loomis Sayles) and ICI Board of Governors service.
- Technology and digital transformation experience through BCG advisory and Board Technology Committee service.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Maureen B. Mitchell | 13,318 | <1% | “None of such shares are pledged”; sole voting/investment power unless otherwise indicated. |
- Director stock ownership guideline: 5× annual cash retainer (threshold $475,000 for 2024/2025); directors not yet at guideline must hold all long‑term incentives (net of taxes) until achieved. Anti‑hedging applies to directors; directors and executive officers are prohibited from pledging Webster shares.
Governance Assessment
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Positives (confidence‑enhancing):
- Independence, strong attendance culture (≥95% for directors up for re‑election), and regular independent‑only executive sessions.
- Material committee roles aligned with her skillset: Audit (financial expert) and Technology (cyber/AI oversight), indicating board effectiveness in critical risk areas.
- Shareholder alignment: annual equity in stock; robust director ownership guideline; anti‑hedging/anti‑pledging policy for directors.
- Pay practices: no options, no director option repricing; independent consultant (CAP) informs director compensation competitiveness.
- Shareholder sentiment: Say‑on‑Pay support ~98% at 2024 AGM signals broad alignment on compensation governance.
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Watch items (no red flags disclosed):
- External commitments: Webster’s overboarding policy limits service to ≤4 public company boards; the Nominating & Governance Committee pre‑approves outside public boards—no exceptions or overboarding issues disclosed for Mitchell.
- Related‑party/pledging: None disclosed for Mitchell; policy prohibits pledging and hedging by directors.
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Committee workload context:
- Audit Committee met 8× in 2024 (heavy oversight cadence); Technology Committee met 4× (cyber and AI oversight focus), supporting robust board risk coverage in Mitchell’s domains.
Appendix: Policy References (select)
- Anti‑hedging/anti‑pledging (directors): Directors are prohibited from hedging; directors and executive officers are prohibited from pledging Webster securities.
- Director ownership guideline: 5× annual cash retainer ($475,000 for 2024/2025).
- Related‑party transaction policy and oversight process; no Mitchell‑specific related‑party transactions disclosed.