William Atwell
WEBSTER FINANCIALAbout William L. Atwell
Independent director (age 74), serving on Webster Financial Corporation’s Board since 2014. Former President of Cigna International, with 50+ years of executive experience across banking, brokerage, healthcare and insurance, including senior roles at Citibank and Charles Schwab; currently chairs the Nominating & Corporate Governance Committee and serves on the Compensation & HR and Executive Committees . Independence affirmed under NYSE rules; all directors standing for re-election had ≥95% attendance across Board and committee meetings in 2024; executive sessions of independent directors were held at every regularly scheduled Board meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cigna Corporation | President, Cigna International; SVP | 2008–2012; 1996–2000 | Led regulated operations across global healthcare/insurance |
| The Charles Schwab Corp. | President, Individual Investor Enterprise; Charles Schwab Bank | 2000–2005 | Retail brokerage/banking leadership, consumer finance expertise |
| Citibank | Various senior executive roles (domestic/international) | ~23 years | Global banking, risk and operations depth |
| Atwell Partners, LLC | Consulting and Managing Director | 2012–2019 | Financial services consulting, market insights |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AQR Mutual Funds (AQR Capital Mgmt) | Chairman; Board member | Chair since 2023; director since 2011 | Audit; Nominating & Governance committees |
| Avantax, Inc. (f/k/a Blucora) | Chairman of the Board | 2017–2019 | Technology-enabled financial solutions oversight |
| Fairfield University | Trustee; Chair of Board of Trustees | 2006–2012 | Higher-ed governance |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; member, Compensation & HR; member, Executive Committee .
- Committee activity: 2024 meetings — Nominating & Corporate Governance: 5; Compensation & HR: 5; Executive: 1 .
- Independence and engagement: Board determined all directors except CEO are independent; ≥95% attendance for all standing for re-election; independent director executive sessions at each regular Board meeting, presided by Lead Independent Director .
- Overboarding guardrails: Directors limited to ≤4 public company boards; prior approval required for outside board roles .
- Committee scope highlights:
- Nominating & Corporate Governance: oversees director nominations, independence standards, Board/committee composition, governance policy, stockholder engagement, and Board self-assessments .
- Compensation & HR: oversees executive and director pay, ownership guidelines, risk-assessment of incentives, clawbacks, succession planning, and regulatory compliance; no interlocks/insider participation in 2024 .
- Skill matrix for Atwell: public company governance, financial services industry, executive leadership, risk management, strategic planning/M&A, compensation/human capital .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Fees (Cash) | $119,583 | Board and committee retainers (actual paid in 2024) |
| Stock Awards (grant-date fair value) | $113,804 | Restricted stock grants; 2,499 shares on 2024-04-24 at $45.54/sh; 1-year vest; 2-year post-vest holding period |
| All Other Compensation | $4,154 | Dividends on unvested restricted stock (FY2024) |
| Total | $237,541 | Sum of components |
Director pay program structure (2024):
- Annual Board retainer $95,000 (cash); Annual equity award $115,000 (restricted stock) .
- Committee chair fees: Nominating & Corporate Governance Chair $20,000; committee member fees: Compensation & HR $10,000 .
- No option awards issued; no director options outstanding .
Performance Compensation (Director)
| Element | Metric | Terms |
|---|---|---|
| Equity award type | Restricted stock (time-based) | 1-year vest; 2-year post-vest holding; no performance metrics tied; no options |
| Risk controls | Anti-hedging/anti-pledging policy | Applies to directors; Board-level alignment features |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | AQR Mutual Funds (Chair; director since 2011) — committee roles include Audit and Nominating & Governance |
| Prior public boards | Avantax (Chair, 2017–2019) |
| Interlocks | Compensation & HR Committee disclosed no interlocks/insider participation in 2024 |
Expertise & Qualifications
- 50+ years across financial services, healthcare, insurance; seasoned leader in heavily regulated industries .
- Governance and talent domains via committee leadership; skills in risk management and strategic/M&A oversight .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (common) | 45,521 shares | As of April 1, 2025; <1% of outstanding; none pledged |
| Shares outstanding reference | 168,301,119 | Outstanding as of record date |
| Director ownership guidelines | 5× annual cash retainer | $475,000 guideline for 2024/2025; hold all long-term incentives until threshold met if not in compliance |
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares | Price | Post-Transaction Holdings | SEC Link |
|---|---|---|---|---|---|---|
| 2022-03-07 | 2022-03-08 | Purchase | 2,500 | $53.429 | 37,961 | |
| 2022-04-28 | 2022-05-02 | Award (restricted stock) | 2,173 | $0.00 | 40,134 | |
| 2023-04-26 | 2023-04-28 | Award (restricted stock) | 2,888 | $0.00 | 43,022 | |
| 2024-04-24 | 2024-04-25 | Award (restricted stock) | 2,499 | $0.00 | 45,521 | |
| 2025-05-21 | 2025-05-22 | Award (restricted stock) | 2,217 | $0.00 | 47,738 | |
| 2025-07-28 | 2025-07-29 | Sale | 14,323 | $59.1849 | 33,415 | |
| 2025-07-28 | 2025-07-29 | Sale | 2,500 | $59.2585 | 30,915 |
Governance Assessment
- Strengths: Independent director with deep sector experience; chairs the Nominating & Corporate Governance Committee overseeing Board composition, independence standards, and investor engagement; strong attendance; robust anti-hedging/anti-pledging, director ownership guidelines; no options; clawback architecture in broader compensation framework; 2024 say‑on‑pay passed with ~98% support, signaling investor alignment with compensation governance .
- Potential conflicts/related-party exposure: Company discloses policies for related persons and Regulation O loans; 2024 disclosure includes an employment relationship for another director’s family member; no Atwell-specific related-party transactions disclosed; insider loans made in ordinary course and on market terms .
- Signals: Regular annual restricted stock awards align with shareholder returns via vest/holding periods; July 2025 open-market sales reduced holdings but remain a meaningful stake; no pledged shares indicated, mitigating alignment risk .
Overall, Atwell’s committee leadership in governance, confirmed independence, and consistent meeting participation support Board effectiveness; absence of Atwell-related party transactions and no pledging reduce conflict risk, while ongoing director equity ownership and time-based holding requirements maintain alignment with shareholders .