William Whiston
WEBSTER FINANCIALAbout William E. Whiston
Independent director at Webster Financial (WBS) since 2022; age 71. He serves on the Audit Committee and the Compensation & Human Resources Committee. Background spans 50+ years across finance and financial services, including senior executive roles and extensive banking experience; currently Senior Advisor to the Archdiocese of New York. Attendance: all directors standing for re‑election (including Whiston) attended ≥95% of Board and applicable committee meetings in 2024; independence affirmed under NYSE standards. He qualifies as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Archdiocese of New York | Chief Financial Officer (retired), now Senior Advisor | CFO 2002–2024; Senior Advisor current | Oversight of finance for large nonprofit; ongoing senior advisory role |
| New York Catholic Healthcare Plan, Inc. (Legacy Fidelis Care) | Acting Chief Executive Officer | Since 2018 | Executive leadership of health plan operations |
| Allied Irish Banks (U.S.) | Executive Vice President; Member of U.S. Management Committee; multiple leadership roles (M&A, IT/e‑commerce, church/not‑for‑profit lending, financial consulting, operations) | 1972–2002 | Broad financial, operational, and strategic leadership across functions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| St. Patrick’s Cathedral; St. Patrick’s Landmark Foundation; St. Joseph’s Seminary | Trustee; Audit Committee member | Current | Nonprofit governance and audit oversight |
| Provident Healthcare (member of ArchCare) | Board member | Current | Health-care system governance |
| MoA Funds Corp. | Board member; Audit Committee | Since 2011 | Investment entity board service |
| Catholic Indemnity Insurance Company (captive) | Chairman & Director | Current | Insurance governance |
Board Governance
- Current WBS committees: Audit; Compensation & Human Resources (non‑chair)
- Audit Committee: 8 meetings in 2024; all members independent; each member financially literate; audit committee financial experts include all members except Ms. States (therefore includes Whiston) .
- Compensation & HR Committee: 5 meetings in 2024; all members independent; no committee interlocks; Whiston is a current member .
- Independence: Board determined all nominees except the CEO are independent; independent directors comprise 100% of Audit, Risk, Comp & HR, Nominating & Governance, and Technology Committees .
- Attendance: All directors standing for re‑election attended at least 95% of Board and committee meetings during their service period in 2024; executive sessions of independent directors held at every regularly scheduled Board meeting .
- Skills: The Board’s matrix shows Whiston brings public company governance, audit/financial reporting, financial services, executive leadership, risk management, technology/data, strategic M&A, compensation/human capital, and legal/regulatory expertise .
Fixed Compensation (Non‑Employee Director – 2024)
| Item | Amount |
|---|---|
| Cash fees (retainers, committee retainers) | $112,500 |
| Equity (restricted stock, grant date fair value) | $113,804 |
| All other compensation (dividends on unvested RS) | $4,154 |
| Total 2024 director compensation | $230,458 |
Director fee framework in 2024 (Board‑wide): annual cash retainer $95,000; annual equity award $115,000; additional retainers—Lead Independent Director $45,000; Committee Chairs: Audit $35,000, Risk $30,000, Comp/NCG/Tech $20,000; Committee member retainers: Audit $15,000; Risk $12,500; Comp/NCG/Tech $10,000. Travel expenses reimbursed. No stock options issued to directors.
Performance Compensation
- Directors do not receive performance‑based pay; equity is time‑based restricted stock. 2024 award mechanics: 2,499 RS shares granted 4/24/2024 at $45.54 per share FMV; one‑year vest; two‑year post‑vest holding period. (Mr. Haas also received a pro‑rated grant on 7/15/2024.)
Other Directorships & Interlocks
| Company/Entity | Public? | Role | Committee roles |
|---|---|---|---|
| MoA Funds Corp. | Not disclosed as public | Director | Audit Committee |
| Catholic Indemnity Insurance Company (captive) | Private captive | Chairman & Director | — |
| Trusteeships (St. Patrick’s entities; St. Joseph’s Seminary) | Nonprofit | Trustee | Audit Committee member (various) |
No compensation committee interlocks at WBS in 2024; no current or former officer/employee status among Comp & HR Committee members (includes Whiston).
Expertise & Qualifications
- 50+ years in finance and banking; former EVP at Allied Irish Banks with leadership across M&A, technology/e‑commerce and operations .
- Audit literacy and experience qualifying him as an audit committee financial expert at WBS .
- Governance experience across complex nonprofit and insurance entities; current senior advisory and CEO responsibilities in healthcare finance contexts .
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership (common shares) | 18,815 shares (as of April 1, 2025) |
| Of which, joint with spouse | 9,666 shares |
| Ownership as % of outstanding | Less than 1% (company table indicator) |
| Pledged shares | None of such shares are pledged (per table note) |
| Stock ownership guidelines | Directors must hold WBS stock equal to 5× annual cash retainer ($475,000 for 2024/2025); directors not meeting the guideline must hold all long‑term incentives until compliant |
Governance Assessment
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Strengths supporting investor confidence:
- Independent director with broad banking and finance background; qualifies as an audit committee financial expert; sits on Audit and Comp & HR—key oversight nodes for financial reporting and executive pay .
- Strong engagement: Board reports ≥95% attendance among re‑election nominees; independent‑only executive sessions at every regular Board meeting .
- Alignment mechanisms: annual equity grants with post‑vest holding period; robust director ownership guideline (5× retainer); anti‑hedging and anti‑pledging policy; no director options .
- Shareholder signals: 98% Say‑on‑Pay support in 2024; proactive investor outreach to 65% of institutional holders .
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Conflicts/related‑party exposure:
- Proxy discloses related‑party transaction controls (Reg O compliance; review/approval by NCG Committee) and lists related‑party items—none involve Whiston. Any director/affiliate transactions must be arm’s‑length and reviewed under policy .
- Whiston’s external roles with Archdiocese/affiliates and Catholic entities are notable; no transactions with WBS are disclosed. Continue monitoring disclosures for potential interactions under related‑party policy.
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Risk indicators: No hedging/pledging permitted; no option repricing; no tax gross‑ups for NEOs; no compensation committee interlocks; independent board committees .