William Haas
WEBSTER FINANCIALAbout William D. Haas
William D. Haas, age 62, joined Webster Financial Corporation’s board in July 2024 and is nominated for re‑election at the May 21, 2025 annual meeting . He is an independent director under NYSE rules and is designated a “risk management expert” under the Federal Reserve’s Regulation YY based on his supervisory experience at the OCC . Haas’ core credentials center on enterprise risk oversight, regulatory affairs, financial services supervision, and audit/financial reporting familiarity .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office of the Comptroller of the Currency (OCC) | Deputy Comptroller, Midsize Bank Supervision; supervised ~175 bank examiners and portfolio of banks/thrifts ~$5B–$100B | 2008–2020 | Led supervisory teams; reviewed and recommended on numerous bank M&A applications; assessed governance and ERM effectiveness |
| Office of the Comptroller of the Currency (OCC) | Senior Advisor | 2020–2021 | Advised on supervisory and policy matters |
| Mid-Size Bank Coalition of America (MBCA) | Senior Advisor | 2021–present | Supports Executive Director on outreach and programs (webinars, roundtables, peer-sharing) |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| Mid-Size Bank Coalition of America (MBCA) | Industry association | Senior Advisor | Ongoing advisory role; not a public company board |
No other current public company directorships were disclosed for Haas in the proxy .
Board Governance
- Current WBS board committees: Risk Committee and Compensation & Human Resources (Comp & HR) Committee (independent composition) .
- Pending roles upon re‑election: Chair of the Risk Committee; member of Comp & HR and Executive Committees .
- Independence and attendance: The board determined all nominees other than the CEO are independent; all directors standing for re‑election attended at least 95% of aggregate board and committee meetings in 2024 (nine board meetings held) .
- Lead Independent Director and executive sessions: Richard O’Toole serves as Lead Independent Director; independent directors met in executive session at every regularly scheduled board meeting in 2024 .
- Risk oversight remit (relevant to Haas’ chair‑elect status): The Risk Committee oversees enterprise risk, risk appetite, third‑party risk, AI governance (via Information Risk Committee), and technology/cyber risks in coordination with the Technology Committee .
- Compensation governance: The Comp & HR Committee engages Compensation Advisory Partners (CAP) as its independent compensation consultant and found no conflicts of interest . Committee interlocks/insider participation: none in 2024 .
Fixed Compensation
| Component | Haas 2024 Amount | Detail |
|---|---|---|
| Board & committee cash fees | $58,750 | Pro‑rated from July 15, 2024 appointment |
| Equity (restricted stock grant-date fair value) | $98,079 | 2,048 shares on July 15, 2024 at $47.89; vests after 1 year with 2‑year post‑vest holding period |
| All other (dividends on unvested RS) | $2,458 | Dividends on unvested restricted shares |
| Total | $159,287 | Sum of above |
| Standard Non‑Employee Director Compensation Structure (2024) | Amount |
|---|---|
| Annual board cash retainer | $95,000 |
| Annual equity award (restricted stock) | $115,000 (time‑based) |
| Lead Independent Director retainer | $45,000 |
| Committee Chair retainers | Audit $35,000; Risk $30,000; Comp & HR $20,000; Nominating & Corporate Governance $20,000; Technology $20,000 |
| Committee member retainers | Audit $15,000; Risk $12,500; Comp & HR $10,000; Nominating & Corporate Governance $10,000; Technology $10,000 |
Webster does not grant options to directors; no option awards outstanding for non‑employee directors .
Performance Compensation
| Element | Structure | Performance Metrics |
|---|---|---|
| Director equity | Time‑based restricted stock; 1‑year vest; 2‑year post‑vest holding period | None (no performance‑based equity for directors) |
Other Directorships & Interlocks
| Company | Exchange | Role | Committee Roles | Notes |
|---|---|---|---|---|
| — | — | — | — | No other public company boards disclosed for Haas |
Expertise & Qualifications
- Qualifies as a “risk management expert” under Regulation YY; deep regulatory and supervisory experience at OCC including M&A review and ERM assessments .
- Skills matrix highlights for Haas: Public company/corporate governance; Audit/financial reporting; Financial services industry; Risk management; Legal and regulatory .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 2,448 shares | As of April 1, 2025; <1% of outstanding |
| Ownership guidelines (directors) | 5× annual cash retainer ($475,000 value) | Directors who have not met the guideline must hold all long‑term incentives until achievement; annual director equity cap $500,000 |
| Hedging/pledging | Prohibited for directors and officers | Anti‑hedging and anti‑pledging policies in place |
| Pledged shares | None | Company notes none of such shares are pledged in the management table context |
Vested vs. unvested breakdown for individual directors is not itemized; director RS grants are time‑based and subject to a two‑year post‑vest holding period .
Governance Assessment
- Strengths
- Independent director with deep regulatory risk credentials; slated to chair the Risk Committee, aligning expertise with mandate .
- 2024 attendance at or above 95% for all directors standing for re‑election, indicating engagement; board held nine meetings and had executive sessions at each regular meeting .
- Director pay is a balanced cash/equity mix with mandatory post‑vest holding and robust ownership guidelines; no options; anti‑hedging/pledging safeguards .
- No related‑party transactions disclosed involving Haas; compensation committee reported no interlocks/insider participation; independent advisor with no conflicts .
- Watch items
- New director equity ownership is modest at 2,448 shares as of April 1, 2025; monitor progress toward the 5× retainer ownership guideline over time (policy requires holding all LTIs until met) .
- As a recent appointee (July 15, 2024), continuity and impact as Risk Chair will be evidenced through 2025–2026 committee outputs (e.g., AI oversight via Information Risk Committee, third‑party risk approvals) .
Board Governance (Company Context Signals)
| Indicator | 2024/Policy Detail |
|---|---|
| Board independence | 11 of 12 independent; all key committees 100% independent |
| Overboarding policy | Max four public company boards (including WBS) |
| Investor engagement | Outreach to 65% of institutional holders; feedback to Nominating & Corporate Governance Committee |
| Say‑on‑Pay (2024) | 98% approval, indicating constructive shareholder sentiment |
Related-Party & Conflicts Review
- Related-party transactions: Routine insider loans on market terms permitted; no Haas‑specific related‑party transactions disclosed .
- Insider trading safeguards: Formal insider trading policy filed with 10‑K; procedures designed to promote compliance .
Director Compensation Reference (Program Design)
- Cash retainer + time‑based restricted stock (no options); director equity vests after one year with a two‑year holding requirement; fees differentiated for committee chairs and Lead Independent Director .
- Ownership alignment reinforced by 5× retainer guideline and anti‑hedging/pledging policies .
Haas’ appointment date and pro‑rated 2024 compensation: appointed July 15, 2024; total 2024 director compensation $159,287 (cash $58,750; equity $98,079; other $2,458) .