SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant /_/
Check the appropriate box:
/_/ Preliminary Proxy Statement
/_/ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)
(2))
/X/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Webster Financial Corporation
________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
_____________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
_____________________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
_____________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_____________________________________________________________________________
/_/ Fee paid previously with preliminary materials.
/_/ Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
and the date of its filing.
1) Amount previously paid: _________________________________________________
2) Form, Schedule or Registration No. ______________________________________
3) Filing party: ___________________________________________________________
4) Date filed: _____________________________________________________________
___________
*Set forth the amount on which the filing fee is calculated and state how it was
determined.
WEBSTER FINANCIAL
CORPORATION
[LOGO]
March 17, 1997
TO THE SHAREHOLDERS OF
WEBSTER FINANCIAL CORPORATION:
You are cordially invited to attend the annual meeting of
shareholders (the "Annual Meeting") of Webster Financial Corporation ("Webster")
to be held on Thursday, April 17, 1997, at 4:00 p.m., local time, at the
Courtyard by Marriott, 63 Grand Street, Waterbury, Connecticut 06702.
At the Annual Meeting, Webster's shareholders will be asked
to: (i) elect four directors, each to serve for a three-year term; (ii) ratify
the appointment of KPMG Peat Marwick LLP as independent auditors of Webster for
the year ending December 31, 1997; and (iii) transact such other business as may
properly come before the Annual Meeting or any adjournments thereof.
The Board of Directors unanimously recommends that you vote
FOR the election of all the Board's four nominees for election as directors and
FOR ratification of the appointment of Webster's independent auditors. You are
encouraged to read the accompanying Proxy Statement, which provides information
regarding Webster and the matters to be voted on at the Annual Meeting. Also
enclosed is our 1996 annual report to shareholders.
It is important that your shares be represented at the Annual
Meeting. Whether or not you plan to attend the Annual Meeting, you are requested
to complete, date, sign and return the enclosed proxy card in the enclosed
postage paid envelope.
Sincerely,
/s/James C. Smith
James C. Smith
Chairman and Chief Executive Officer
WEBSTER FINANCIAL CORPORATION
Webster Plaza
Waterbury, Connecticut 06702
(203) 753-2921
--------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 17, 1997
--------------------
TO THE SHAREHOLDERS OF
WEBSTER FINANCIAL CORPORATION:
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders
(the "Annual Meeting") of Webster Financial Corporation ("Webster") will be held
on Thursday, April 17, 1997, at 4:00 p.m., local time, at the Courtyard by
Marriott, 63 Grand Street, Waterbury, Connecticut 06702, for the following
purposes:
1. Election of Directors. To elect four directors, each to serve
for a three-year term (Proposal 1);
2. Ratification of Appointment of Auditors. To ratify the
appointment by the Board of Directors of the firm of KPMG Peat Marwick LLP as
independent auditors of Webster for the fiscal year ending December 31, 1997
(Proposal 2);
3. Other Business. To transact such other business as may properly
come before the Annual Meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on
March 7, 1997, as the record date for the determination of shareholders entitled
to notice of and to vote at the Annual Meeting. Only shareholders of record at
the close of business on that date will be entitled to notice of and to vote at
the Annual Meeting or any adjournments thereof.
By Order of the Board of Directors
/s/James C. Smith
James C. Smith
Chairman and Chief Executive Officer
Waterbury, Connecticut
March 17, 1997
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU
PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE DATE, SIGN AND
COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
WEBSTER FINANCIAL CORPORATION
Webster Plaza
Waterbury, Connecticut 06702
(203) 753-2921
--------------------
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 17, 1997
--------------------
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
This Proxy Statement (the "Proxy Statement") is being
furnished to the shareholders of Webster Financial Corporation, a Delaware
corporation ("Webster" or the "Corporation"), as part of the solicitation of
proxies by its board of directors (the "Board of Directors" or the "Board") from
holders of its outstanding shares of common stock, par value $.01 per share (the
"Common Stock"), for use at the Annual Meeting of Shareholders of Webster to be
held on Thursday, April 17, 1997, at 4:00 p.m., local time, at the Courtyard by
Marriott, 63 Grand Street, Waterbury, Connecticut 06702, (the "Annual Meeting")
and at any adjournments thereof. The Proxy Statement, together with the enclosed
proxy card, is being mailed to shareholders of Webster on or about March 17,
1997.
The Annual Meeting has been called for the following purposes:
(i) to elect four directors, each to serve for a three-year term (Proposal 1);
(ii) to ratify the appointment by the Board of Directors of the firm of KPMG
Peat Marwick LLP as independent auditors of Webster for the year ending December
31, 1997 (Proposal 2); and (iii) to transact such other business as may properly
come before the Annual Meeting or any adjournments thereof.
If the enclosed form of proxy is properly executed and
returned to Webster in time to be voted at the Annual Meeting, the shares
represented thereby will be voted in accordance with the instructions marked
thereon. EXECUTED BUT UNMARKED PROXIES WILL BE VOTED FOR THE ELECTION OF THE
BOARD'S NOMINEES AS DIRECTORS AND FOR RATIFICATION OF THE APPOINTMENT OF
WEBSTER'S INDEPENDENT AUDITORS. Except for procedural matters incident to the
conduct of the Annual Meeting, the Board of Directors does not know of any
matters other than those described in the Notice of Annual Meeting that are to
come before the Annual Meeting. If any other matters are properly brought before
the Annual Meeting, the persons named in the proxy will vote the shares
represented by such proxy on such matters as determined by a majority of the
Board of Directors.
The presence of a shareholder at the Annual Meeting will not
automatically revoke such shareholder's proxy. A shareholder may, however,
revoke a proxy at any time prior to its exercise by filing a written notice of
revocation with, or by delivering a duly executed proxy bearing a later date to,
Lee A. Gagnon, Executive Vice President, Chief Operating Officer and Secretary,
Webster Financial Corporation, Webster Plaza, Waterbury, Connecticut 06702 or by
attending the Annual Meeting and voting in person.
The cost of soliciting proxies for the Annual Meeting will be
borne by Webster. In addition to use of the mails, proxies may be solicited
personally or by telephone or telecopy by directors, officers and employees, who
will not be specially compensated for such activities. Webster will also request
persons, firms and companies holding shares in their names or in the name of
their nominees, which are beneficially owned by others, to send proxy materials
to and obtain proxies from such beneficial owners and will reimburse such
holders for their reasonable expenses incurred in that connection. Webster has
also retained D.F. King & Co., Inc., a proxy soliciting firm, to assist in the
solicitation of proxies at a fee of $4,000, plus reimbursement of certain
out-of-pocket expenses.
The securities which can be voted at the Annual Meeting
consist of shares of Common Stock of Webster with each share entitling its owner
to one vote on all matters properly presented at the Annual Meeting. There is no
cumulative voting of shares. The Board of Directors has fixed the close of
business on March 7, 1997 as the record date for the determination of
shareholders of Webster entitled to notice of and to vote at the Annual Meeting.
On the record date, there were 3,187 holders of record of the 11,778,151 shares
of Common Stock then outstanding and eligible to be voted at the Annual Meeting.
The presence, in person or by proxy, of at least one-third of
the total number of outstanding shares of Common Stock entitled to vote at the
Annual Meeting is necessary to constitute a quorum at the Annual Meeting.
Assuming the presence of a quorum at the Annual Meeting, directors will be
elected by a plurality of the votes of the shares of Common Stock present in
person or represented by proxy and entitled to vote. The affirmative vote of a
majority of the votes cast is required to ratify the appointment of the
Corporation's independent auditors. Shareholders' votes will be tabulated by the
persons appointed by the Board of Directors to act as inspectors of election for
the Annual Meeting. Abstentions and broker non-votes will be treated as shares
that are present, or represented, and entitled to vote for purposes of
determining the presence of a quorum at the Annual Meeting. Broker non-votes
will not be counted as a vote cast or entitled to vote on any matter presented
at the Annual Meeting. Abstentions will not be counted in determining the number
of votes cast in connection with any matter presented at the Annual Meeting.
A copy of the annual report to shareholders for the fiscal
year ended December 31, 1996 accompanies this Proxy Statement. WEBSTER IS
REQUIRED TO FILE AN ANNUAL REPORT ON FORM 10-K FOR ITS 1996 FISCAL YEAR WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "SEC"). SHAREHOLDERS MAY OBTAIN, FREE OF
CHARGE, A COPY OF THE FORM 10-K BY WRITING TO LEE A. GAGNON, EXECUTIVE VICE
PRESIDENT, CHIEF OPERATING OFFICER AND SECRETARY, WEBSTER FINANCIAL CORPORATION,
WEBSTER PLAZA, WATERBURY, CONNECTICUT 06702.
ELECTION OF DIRECTORS
(PROPOSAL 1)
At the Annual Meeting, four directors will be elected to serve
for three-year terms. Unless otherwise specified on the proxy, it is the
intention of the persons named in the proxy to vote the shares represented by
each properly executed proxy for the election as directors of the persons named
below as nominees. The Board of Directors believes that the nominees will stand
for election and will serve if elected as directors. If, however, any person
nominated by the Board fails to stand for election or is unable to accept
election, the proxies will be voted for the election of such other person as the
Board of Directors may recommend. Assuming the presence of a quorum at the
Annual Meeting, directors will be elected by a plurality of the votes of the
shares of Common Stock present in person, or represented by proxy, and entitled
to vote at the Annual Meeting. There are no cumulative voting rights in the
election of directors.
The Board of Directors is divided into three classes, each
composed of four directors. The term of office of only one class of directors
expires in each year, and their successors are elected for terms of up to three
years and until their successors are elected and qualified. Webster's Bylaws
were amended effective January 31, 1997 to increase the number of directors from
ten to twelve in connection with the acquisition of DS Bancor, Inc. ("DS
Bancor"). Under the terms of the DS Bancor acquisition agreement, Webster
selected the former DS Bancor directors (Messrs. Achille A. Apicella and Harry
P. DiAdamo, Jr.) to serve on the Boards of the Corporation and Webster Bank for
terms expiring in 1999 and 1998, respectively. One of the two former DS Bancor
directors will be renominated when his term expires.
- 2-
INFORMATION AS TO NOMINEES AND OTHER DIRECTORS
The following table sets forth the names of the Board of
Directors' nominees for election as directors and the current directors of
Webster whose offices continue beyond the Annual Meeting. Also set forth is
certain other information with respect to each such person's age at December 31,
1996, the periods during which such person has served as a director of Webster
and positions currently held with Webster and its wholly owned subsidiary,
Webster Bank.
- -----------------------------------------------------------------------------------------------------------------------
POSITIONS HELD WITH
DIRECTOR NOMINEES FOR A AGE AT DIRECTOR EXPIRATION WEBSTER AND
THREE-YEAR TERM: DECEMBER 31, 1996 SINCE OF TERM WEBSTER BANK
- --------------- ------------------ ----- ------- ------------
O. Joseph Bizzozero, Jr. 62 1986 2000 Director
John J. Crawford 52 1996 2000 Director
Robert A. Finkenzeller 46 1986 2000 Director
Sister Marguerite Waite, C.S.J. 58 1990 2000 Director
CONTINUING DIRECTORS:
- ---------------------
Achille A. Apicella 53 1997 1999 Director
Joel S. Becker 48 1986 1998 Director
Harry P. DiAdamo, Jr. 53 1997 1998 Director
Walter R. Griffin 75 1987 1999 Director
J. Gregory Hickey 67 1994 1999 Director
C. Michael Jacobi 54 1993 1999 Director
Harold W. Smith 85 1986 1998 Director
James C. Smith 47 1986 1998 Chairman,
President, Chief
Executive Officer
and Director
- -----------------------------------------------------------------------------------------------------------------------
ACHILLE A. APICELLA is President of Apicella, Testa & Company P.C.,
a certified public accounting firm in Shelton, Connecticut. He served as a
director of DS Bancor and Derby Savings Bank until January 31, 1997.
JOEL S. BECKER is Chairman of the Board and Chief Executive Officer
of Torrington Supply Co., Inc., Waterbury, Connecticut.
O. JOSEPH BIZZOZERO, JR. is a practicing physician and the
President and Chief Executive Officer of the BCB Medical Group. Dr. Bizzozero
has been affiliated with Waterbury Hospital since 1969. He is also an Associate
Clinical Professor of Medicine at the Yale University School of Medicine.
JOHN J. CRAWFORD is President and Chief Executive Officer of the
South Central Connecticut Regional Water Authority. Since 1990, Mr. Crawford has
been President, Chief Executive Officer and a director of Aristotle Corporation,
New Haven, Connecticut (formerly First Constitution Financial Corporation).
Aristotle Corporation is the holding company since 1994 of The Strouse Adler
Co., New Haven, Connecticut, a manufacturer of women's apparel. From 1990 until
October 1992, Mr. Crawford was President and Chief Executive Officer of First
Constitution
-3-
Financial Corporation's subsidiary, First Constitution Bank, which bank was
placed into receivership by the Federal Deposit Insurance Corporation in October
1992, concurrently with its acquisition by Webster Bank. Subsequent to that
acquisition and until April 1996, Mr. Crawford served as a consultant to Webster
Bank.
HARRY P. DIADAMO, JR. served as President and Chief Executive
Officer of DS Bancor and Derby Savings Bank, which were acquired by Webster on
January 31, 1997.
ROBERT A. FINKENZELLER is President of Eyelet Crafters, Inc., a
Waterbury-based company which manufactures deep drawn metal parts for the
cosmetics, writing instrument and drapery hardware fields.
WALTER R. GRIFFIN is a principal of Griffin, Griffin & O'Brien,
P.C., in Waterbury, Connecticut. Griffin, Griffin & O'Brien, P.C. serves as
Webster's and Webster Bank's general counsel.
J. GREGORY HICKEY is the retired Managing Partner of the Hartford
office of Ernst & Young, LLP, an independent auditing firm.
C. MICHAEL JACOBI is President and Chief Executive Officer of Timex
Corporation, Middlebury, Connecticut, a manufacturer of timepieces. Mr. Jacobi
served as Vice President of Marketing and Sales of Timex Corporation from 1981
to 1992. He became Executive Vice President and Chief Operating Officer in April
1992, President and Chief Operating Officer in December 1992, and President and
Chief Executive Officer in December 1993.
HAROLD W. SMITH retired as Chairman of Webster and Webster Bank in
1995 and as Chief Executive Officer of Webster and Webster Bank on December 31,
1987. He had served as managing officer of Webster Bank since its founding in
1935. He serves as a consultant to Webster and Webster Bank. Mr. Smith is the
father of James C. Smith, Chairman, President, Chief Executive Officer and a
director of Webster and Webster Bank.
JAMES C. SMITH is Chairman, President and Chief Executive Officer
of Webster and Webster Bank, having been elected Chairman in 1995 and Chief
Executive Officer in 1987 upon Harold W. Smith's retirement. He joined Webster
Bank in 1975, and was elected President and Chief Operating Officer of Webster
in 1986 and of Webster Bank in 1982. Mr. Smith is a director of MacDermid,
Incorporated, Waterbury, Connecticut, a manufacturer and wholesaler of specialty
chemicals. Mr. Smith is the son of Harold W. Smith, a director of Webster and
Webster Bank.
SISTER MARGUERITE WAITE, C.S.J., is President, Chief Executive
Officer and Treasurer of St. Mary's Hospital, Waterbury, Connecticut. Prior to
her election as President in 1986, Sister Marguerite Waite was Vice President
and Chief Operating Officer of St. Mary's Hospital.
CERTAIN BOARD COMMITTEES; NOMINATIONS BY SHAREHOLDERS; INSIDER PARTICIPATION
The Board of Directors has appointed a standing Audit Committee
that conducted four meetings during 1996. The members of the Audit Committee
currently are Messrs. Hickey (Chairman), Crawford and Jacobi. The Audit
Committee oversees the Company's financial reporting process, the system of
internal financial and accounting controls, the audit process and compliance
with applicable laws and regulations. The Audit Committee reviews the Company's
annual financial statements, including management's discussion and analysis and
regulatory examination findings The Audit Committee recommends the appointment
of independent auditors.
The Board of Directors also has appointed a Personnel Resources
Committee that reviews employee compensation on an annual basis and makes
recommendations to the full Board regarding compensation. The Personnel
Resources Committee also makes recommendations to the Long-Term Incentive
Compensation Committee concerning long-term incentive awards. All
- 4 -
recommendations of the Personnel Resources Committee regarding the compensation
of executive officers (other than long-term incentive awards) are approved by
Webster's Board of Directors which has ultimate responsibility over such
matters. During 1996, the Personnel Resources Committee held five meetings. The
members of the Personnel Resources Committee currently are Messrs. Finkenzeller
(Chairman), Becker, Dr. Bizzozero and Sister Marguerite Waite.
The Long-Term Incentive Compensation Committee makes final
determinations concerning the granting of stock options under Webster's stock
option plans. During 1996, the Long-Term Incentive Compensation Committee held
six meetings. The members of the Long-Term Incentive Compensation Committee,
which consists of all disinterested non-employee directors of the Corporation,
are Messrs. Finkenzeller (Chairman), Becker, Crawford, Hickey, Jacobi, Dr.
Bizzozero and Sister Marguerite Waite.
During 1996, Webster held twelve meetings of its Board of
Directors. Except for Mr. Jacobi, each incumbent director attended at least 75%
of the aggregate of the total number of meetings held by the Board of Directors
during the period that such individual served and the total number of meetings
held by all committees of the Board on which the director served during the
period that such individual served. Mr. Jacobi attended seven meetings of the
Corporation's board of directors and three out of four meetings of the
committees on which he served during 1996.
The Board has appointed a Nominating Subcommittee of Walter R.
Griffin, Harold W. Smith and James C. Smith to make initial recommendations to
the full Nominating Committee. The Board of Directors acts as the full
Nominating Committee for selecting nominees for election as directors. Webster's
Bylaws also permit shareholders eligible to vote at the Annual Meeting to make
nominations for directors but only if such nominations are made pursuant to
timely notice in writing to the Secretary of Webster. To be timely, notice must
be delivered to, or mailed to and received at, the principal executive offices
of Webster not less than 30 days nor more than 90 days prior to the date of the
meeting, provided that at least 45 days notice or prior public disclosure of the
date of the meeting is given or made to shareholders. If less than 45 days
notice or prior public disclosure of the date of the Annual Meeting is given or
made to shareholders, notice by the shareholder to be timely must be received by
Webster not later than the close of business on the 15th day following the day
on which such notice of the date of the Annual Meeting was mailed or such public
disclosure was made. Public disclosure of the date of the Annual Meeting was
made by the issuance of a press release on February 20, 1997 and by filing a
Current Report on Form 8-K under the Securities Exchange Act of 1934 (the "1934
Act") with the SEC on February 21, 1997. A shareholder's notice of nomination
must also set forth certain information specified in Article III, Section 13 of
the Corporation's Bylaws concerning each person the shareholder proposes to
nominate for election and the nominating shareholder.
Walter R. Griffin is a principal of the law firm of Griffin,
Griffin & O'Brien, P.C., which serves as general counsel for Webster and Webster
Bank. As general counsel, the firm of Griffin, Griffin & O'Brien, P.C. received
$233,816 for general legal services rendered to Webster and its subsidiaries for
1996. The firm also represents Webster Bank in certain loan closings and related
transactions. In 1996, $81,240 in fees were paid to the firm by borrowers (or
other related parties) in connection with such loan closing services.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE FOR THE ELECTION OF ALL OF ITS DIRECTOR NOMINEES.
- 5 -
MANAGEMENT
EXECUTIVE OFFICERS
The following table sets forth certain information with
respect to the five highest paid executive officers of Webster, each of whom is
elected to serve for a one-year period. Each such officer currently holds the
same positions with Webster Bank. All executive officers serve pursuant to
employment agreements with Webster and Webster Bank. See "Management --
Employment Agreements."
AGE AT POSITIONS HELD WITH WEBSTER
NAME DECEMBER 31, 1996 AND WEBSTER BANK
---- ----------------- --------------------------
James C. Smith 47 Chairman, President, Chief Executive Officer and
Director
Lee A. Gagnon 59 Executive Vice President, Chief Operating Officer
and Secretary
John V. Brennan 44 Executive Vice President, Chief Financial Officer
and Treasurer
Peter K. Mulligan 52 Executive Vice President -- Consumer and Small
Business Banking
Ross M. Strickland 47 Executive Vice President -- Mortgage Banking
Information concerning the principal occupation of these
executive officers of Webster and Webster Bank during at least the last five
years is set forth below.
JAMES C. SMITH is Chairman, President, Chief Executive Officer
and a director of Webster and Webster Bank, having been elected Chairman in 1995
and Chief Executive Officer upon Harold W. Smith's retirement from that position
in 1987. Mr. Smith joined Webster Bank in 1975 and was elected President and
Chief Operating Officer of Webster Bank in 1982 and of Webster in 1986.
LEE A. GAGNON is Executive Vice President, Chief Operating
Officer and Secretary of Webster and Webster Bank. Mr. Gagnon, a certified
public accountant, joined Webster Bank in 1983 as Senior Vice President,
Treasurer and Chief Financial Officer. He was elected Executive Vice President
of Webster and Webster Bank in 1986, Secretary of Webster Bank in 1987,
Secretary of Webster in 1989, and Chief Operating Officer of Webster and Webster
Bank in 1990.
JOHN V. BRENNAN is Executive Vice President, Chief Financial
Officer and Treasurer of Webster and Webster Bank. Mr. Brennan, a certified
public accountant, joined Webster Bank in 1986 as Senior Vice President and
Treasurer. He was elected Chief Financial Officer in 1990 and Executive Vice
President in 1991. Prior to joining Webster Bank, he was a senior manager with
the accounting firm of KPMG Peat Marwick LLP.
PETER K. MULLIGAN is Executive Vice President -- Consumer and
Small Business Banking of Webster and Webster Bank, positions he has held since
employment in 1995. Prior to joining Webster Bank, he was the Director of
Product Management, Retail Sales and Insurance at The Bank of Boston, and served
as the Executive Vice President of the Banking Division at The Society for
Savings, Hartford, Connecticut from 1988 until 1992. Society was acquired by The
Bank of Boston in 1992.
- 6 -
ROSS M. STRICKLAND is Executive Vice President -- Mortgage
Banking of Webster and Webster Bank, positions he has held since his employment
in 1991. Prior to joining Webster Bank, he was Executive Vice President of
Residential Lending with the former Northeast Savings, F.A., Hartford,
Connecticut, from 1988 to 1991. Prior to joining Northeast Savings, he was
National Sales Manager, Credit Resources Group, for Shearson Lehman Brothers.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by
Webster or Webster Bank for services rendered in all capacities to Webster and
its subsidiaries during 1996, 1995 and 1994 to the Chief Executive Officer of
Webster and to each of the four most highly compensated executive officers of
Webster serving at December 31, 1996 ("the named executive officers").
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION AWARDS
-------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES ALL
NAME AND STOCK UNDERLYING OTHER
PRINCIPAL POSITIONS YEAR SALARY BONUS AWARDS (a) OPTIONS(#) COMPENSATION (b)
- ------------------- ---- ------ ----- ---------- ---------- ----------------
James C. Smith 1996 $390,000 $627,724(c) -- 20,750 $39,850
Chairman, President and 1995 330,000 198,000 -- 50,000 22,044
Chief Executive Officer 1994 300,000 271,221 -- 50,000 17,206
Lee A. Gagnon 1996 190,000 264,171 -- 6,250 27,917
Executive Vice President, 1995 180,000 90,000 -- 6,800 17,266
Chief Operating Officer and 1994 170,000 134,955 -- 12,000 13,024
Secretary
John V. Brennan 1996 170,000 177,488 -- 6,100 26,140
Executive Vice President, 1995 155,000 77,500 -- 6,000 16,517
Chief Financial Officer and 1994 145,000 92,581 $31,160 10,500 12,089
Treasurer
Peter K. Mulligan 1996 156,904 106,100 -- 6,100 17,477
Executive Vice President -- 1995 95,846 33,600 -- 11,000 --
Consumer and Small Business 1994 N/A N/A -- -- --
Banking
Ross M. Strickland 1996 160,000 150,492 -- 6,000 25,686
Executive Vice President 1995 155,000 51,600 -- 11,500 16,296
-- Mortgage Banking 1994 152,000 83,438 -- -- 12,528
(a) The value of the restricted stock awards is based on the market value of
Webster's Common Stock at the date of award. The aggregate number of
restricted shares held by each of Messrs. Smith, Gagnon, Brennan, Mulligan
and Strickland at December 31, 1996 was 19,065, 10,440, 8,329, 0 and 9,078
shares, respectively, having a value as of such date of $700,639, $383,670,
$306,091, $0 and $333,617, respectively. The aggregate number of restricted
shares has been adjusted to reflect a 10% stock dividend paid on June 30,
1993. Cash dividends on shares of Common Stock that are subject to awards
are distributed promptly after such dividends are received by the plan
trustee. The restricted stock awards vest at the rate of 50% following
three years from the date of grant, with the remaining 50% vesting five
years from the date of grant, assuming consecutive service by the executive
officer, subject to certain limited exceptions in the event of death,
disability or retirement of the executive officer or termination of
employment under certain circumstances.
(b) All Other Compensation includes amounts contributed or allocated, as the
case may be, to the Webster Bank 401(k) plan (the "401(k) Plan"), the
Webster Bank non-contributory employee stock ownership plan (the "ESOP"),
cash dividends paid on restricted stock, and the Webster Bank nonqualified
supplemental retirement plan, on behalf of each executive officer. For 1996
matching contributions made by Webster Bank to the 401(k) Plan on behalf of
Messrs. Smith, Gagnon, Brennan, and Strickland were $4,750 each. Mr.
Mulligan received a matching contribution of $2,566. In addition, for 1996,
Messrs. Smith, Gagnon, Brennan, Mulligan and Strickland were allocated 417
shares, 412 shares, 412 shares, 406 shares and 408 shares, respectively,
pursuant to the ESOP, having a value based on the market value of Webster's
Common Stock at the date of allocation of $15,325, $15,141, $15,141,
$14,921 and $14,994, respectively. In 1996, Messrs. Smith, Gagnon,
Strickland and Brennan
- 7 -
received cash dividends on restricted stock of $12,964.00, $7,099.20,
$5,903.40 and $5,933.38, respectively. In 1996, Webster Bank also allocated
$6,811.54, $926.93, $315.39, $0 and $38.46 to the supplemental matching
contributions accounts of Messrs. Smith, Gagnon, Brennan, Mulligan and
Strickland, respectively, pursuant to the Webster Bank nonqualified
supplemental retirement plan.
(c) Includes the value of 7,954 shares of restricted stock with a market value
of $300,576 as of December 31, 1996 awarded to Mr. Smith in lieu of a cash
payment pursuant to Webster's Performance Incentive Plan (the "PIP"). The
value of each share of the restricted stock granted to Mr. Smith under the
PIP was valued at $37.7875, which reflects the average price of Webster's
common stock during the last five trading days of fiscal year 1996.
Executive officers are eligible to participate in Webster
Bank's nonqualified deferred compensation plan. Under the terms of the plan,
executive officer participants may elect to defer all or any portion of their
bonuses. Deferred amounts are credited by Webster Bank to bookkeeping reserve
accounts for each participant. Such accounts, plus accrued interest, are payable
upon termination of service, disability or death of the participant, in a lump
sum or in ten annual installments at the participant's election. For 1996, only
Mr. Gagnon elected to defer the bonus portion of his annual compensation.
Option Grants
The following table contains information with respect to
grants of stock options to each of the named executive officers during the year
ended December 31, 1996.
OPTION GRANTS DURING 1996
INDIVIDUAL GRANTS(a)
----------------------------------------------------------------
Number of % of Total Potential Realizable
Securities Options Value at Assumed
Underlying Granted to Annual Rates of Stock
Options Employees Exercise Expiration Price Appreciation for
Name Granted in Fiscal Year Price Date Option Term(b)
- ---- ------- -------------- ----- ---- -----------------------
James C. Smith........ 2,300 (c) 2.26% $ 28.00 Jan. 22, 2006 $ 40,500 $102,636
18,450 (d) 18.12% $38.1875 Dec. 23, 2006 $441,211 $1,119,893
Lee A. Gagnon......... 6,250 (d) 6.14% $38.1875 Dec. 23, 2006 $149,461 $379,367
John V. Brennan....... 6,100 (d) 5.99% $38.1875 Dec. 23, 2006 $145,874 $370,262
Peter K. Mulligan..... 6,100 (d) 5.99% $38.1875 Dec. 23, 2006 $145,874 $370,262
Ross M. Strickland.... 6,000 (d) 5.89% $38.1875 Dec. 23, 2006 $143,483 $364,192
- ----------
(a) All option grants were made at 100% of the fair market value of the Common
Stock on the date of grant. Options not immediately exercisable may become
exercisable in full, or with respect to certain option grants, in part,
under certain circumstances, including a "change in control" of Webster or
Webster Bank.
(b) Based on exercise price.
(c) Options for 2,300 shares will become exercisable in full on January 22,
1999.
(d) Options for 2,618 shares will be excercisable on December 23, 1999 (except
for Mr. James C. Smith, for whom options for 932 shares will be exercisable
in full as such date), and options for 17,518, 3,632, 3,482, 3,482 and
3,382, with respect to Messrs. James C. Smith, Gagnon, Brennan, Mulligan
and Strickland, respectively will become excercisable in full on December
23, 2006, subject to accelerated vesting at the rate of (i) 50% of the
total number of shares covered by the option at the end of the first 20
consecutive trading days on which the closing
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price of the Common Stock is $51.75 or more, (ii) 25% of the total number
of shares covered by the option (75% in the aggregate) at the end of the
first 20 consecutive trading days on which the closing price of the Common
Stock is $55.50 or more, and (iii) 25% of the total number of shares
covered by the option (100% in the aggregate) at the end of the first 20
consecutive trading days on which the closing price of the Common Stock is
$59.00 or more.
OPTION EXERCISES AND HOLDINGS
The following table sets forth information with respect to
each of the named executive officers concerning the exercise of stock options
during 1996 and the value of all unexercised options held by each of such
individuals at December 31, 1996.
AGGREGATED OPTION EXERCISES IN 1996
AND FISCAL YEAR-END OPTION VALUES
VALUE OF
NUMBER OF UNEXERCISED IN-
NUMBER OF SECURITIES UNDERLYING THE-MONEY
SHARES UNEXERCISED OPTIONS AT OPTIONS AT
ACQUIRED VALUE DECEMBER 31, 1996 DECEMBER 31, 1996
NAME ON EXERCISE REALIZED (a) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE (b)
---- --------------- ------------ ------------------------- -----------------------------
James C. Smith.......... 19,920 $478,986.36 85,600/46,150 $1,498,611/$322,724
Lee A. Gagnon........... 17,925 $436,978.08 20,720/19,050 $464,785/$161,400
John V. Brennan......... 4,995 $123,853.52 22,300/17,350 $551,795/$141,937
Peter K. Mulligan....... 0 $ 0.00 2,500/14,600 $35,625/$87,375
Ross M. Strickland...... 0 $ 0.00 20,870/17,250 $494,043/$138,155
- ----------
(a) Based on the market value of Common Stock at date of exercise, less the
exercise price.
(b) Based on the market value of Common Stock at December 31, 1996, less the
exercise price, of all unexercised stock options having an exercise price less
than such market value.
RETIREMENT PLANS
Webster Bank maintains a defined benefit pension plan (the
"Pension Plan") for eligible employees of Webster Bank. The Pension Plan is a
qualified plan under the Internal Revenue Code of 1986, as amended (the "Code"),
and complies with the requirements of the Employee Retirement Income Security
Act of 1974, as amended. All employees of Webster Bank are eligible to
participate in the Pension Plan upon attaining age 21 and completing one year of
service.
Benefits under the Pension Plan are funded solely by
contributions made by Webster Bank. Under the Pension Plan's benefit formula, a
participant's monthly normal retirement benefit will equal the sum of: (a) his
or her accrued benefit as of December 31, 1986 (adjusted through August 31, 1996
to reflect certain future increases in compensation), plus (b) the sum of 2% of
the participant's monthly compensation for each year of credited service
beginning on or after January 1, 1987. Benefits may not, in general, be based on
more than 30 years of credited service. The normal form of benefit is an annuity
for the participant's lifetime with a minimum of 120 monthly payments
guaranteed. A Pension Plan participant becomes 100% vested in the benefits under
the Pension Plan upon completion of five years of service. Benefit payments to a
participant or beneficiary may commence upon a participant's early retirement
date (age 55), normal retirement date (generally age 65), deferred retirement
date or death. Participants may elect to receive their benefits in one of
several optional forms, including a lump sum or periodic payments during the
participant's lifetime or during the lifetime of the participant and his or her
surviving spouse or designated beneficiary.
The Board of Directors of Webster Bank has adopted a
nonqualified supplemental retirement plan (the "Supplemental Plan") for certain
management and other highly compensated employees who are also participants in
the Pension Plan to provide supplemental retirement income
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benefits which are not currently available because annual compensation in excess
of $160,000 (subject to cost of living increases) may not be used in the
calculation of retirement benefits under the Code and because pension benefits
are currently subject to a statutory maximum of $125,000 (subject to cost of
living increases). Benefits under the Supplemental Plan are payable in monthly
installments. The Supplemental Plan also provides certain management and other
highly compensated employees who are participants in the 401(k) Plan with
supplemental matching contributions. See "Management -- Executive Compensation
- -- Summary Compensation Table."
The estimated annual benefits payable from the Pension Plan
upon retirement at normal retirement age for Messrs. James C. Smith, Gagnon,
Brennan, Mulligan and Strickland are $94,890, $52,840, $82,470, $40,910, and
$71,380, respectively. In addition, the estimated annual supplemental retirement
income benefits payable to Messrs. James C. Smith, Gagnon, Brennan, Mulligan and
Strickland under the Supplemental Plan are $142,090, $16,460, $26,290, $8,880,
and $19,570, respectively.
COMPENSATION OF DIRECTORS
During 1996, each non-employee director of Webster received an
annual retainer of 312 shares of Webster Common Stock with an aggregate value of
$8,400 at the date of grant, pursuant to the Directors' Retainer Fees Plan
adopted by shareholders at the 1996 Annual Meeting (the "Fees Plan"). Under the
Fees Plan, each non-employee director is granted shares of Common Stock equal to
the annual retainer (currently $8,400) divided by the average quarterly value as
of the grant date, on an annual basis. The average quarterly value is based on
the average of the closing prices of Common Stock of the four calendar quarters
preceding the grant date, which is the date of each Annual Meeting of
shareholders. A pro-rated retainer is paid to any director who is first elected
to the Board or a subsidiary board other than at an Annual Meeting. Shares of
Common Stock granted under the Fees Plan are subject to vesting requirements and
other substantial risks of forfeiture. In addition, each non-employee director
of Webster received $400 for each committee meeting attended ($600, if a
committee chairman). Non-employee directors of Webster receive no additional
compensation for serving as directors or committee members of Webster Bank.
Employee directors of Webster receive no additional compensation for serving as
directors or committee members of Webster or its subsidiaries.
Effective January 1, 1997, Webster and Webster Bank extended
through December 31, 1997 a consulting agreement (the "Consulting Agreement")
with Harold W. Smith pursuant to which Mr. Smith renders such consulting and
other advisory services as the Boards of Directors or Chief Executive Officer of
Webster and Webster Bank may from time to time request. The Consulting
Agreement, which was to have expired on December 31, 1996, provides for annual
compensation of $100,000, as well as the use of a car, payment of membership
dues (currently in the amount of $102 per month) for membership in a private
business dining club, and reimbursement of reasonable business expenses. The
Consulting Agreement provides that while receiving such compensation, Mr. Smith
will at all reasonable times be available to consult with and advise officers
and other representatives of Webster and Webster Bank. During 1996, Mr. Smith
maintained regular office hours at Webster's principal executive offices in
Waterbury, Connecticut and provided regular consulting and advisory services on
the operations of Webster and its subsidiaries, particularly with respect to
strategic planning. The Consulting Agreement is terminable by Mr. Smith upon 30
days written notice to Webster and to Webster Bank. The Consulting Agreement is
terminable by Webster and Webster Bank at any time, provided that any
termination by Webster and Webster Bank other than for "cause" (as defined
therein) will not affect Mr. Smith's right to receive compensation and other
benefits for the remaining term of the agreement. During the term of the
Consulting Agreement, Mr. Smith may not engage in any business activities in
competition with Webster or Webster Bank.
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Harold W. Smith also receives payments under a nonqualified
supplemental retirement plan that was established by Webster Bank, effective as
of January 1, 1988. This supplemental plan is designed to provide Mr. Smith with
retirement benefits for his service from 1976 through 1987, during which period
he was not covered by the Pension Plan. Benefits provided under this
supplemental plan amount to $12,500 per year and began as of January 1, 1994. In
the event of Mr. Smith's death, such benefits will be payable to his surviving
spouse, if any, until her death. In the event of a merger or consolidation of
Webster Bank with any other institution, the Board of Directors of Webster Bank
may, with the consent of Mr. Smith, pay to him in a lump sum the present value
of the future benefits under this supplemental plan.
Directors are eligible to participate in Webster Bank's
nonqualified deferred compensation plan. Under the terms of the plan, director
participants may elect to defer all or any portion of their directors' fees.
Deferred amounts are credited by Webster Bank to bookkeeping reserve accounts
for each participant. Such accounts, plus accrued interest, are payable upon
termination of service, disability or death of the participant, in a lump sum or
in ten annual installments at the participant's election. For 1996, no directors
elected to defer compensation.
The Board of Directors of Webster adopted in 1992, with
shareholder approval, the 1992 Stock Option Plan for the benefit of directors,
officers and other full-time employees of Webster and its subsidiaries. The 1992
Stock Option Plan was amended in 1994 with shareholder approval. The option
exercise price for options to non-employee directors is 100% of the fair market
value of the Common Stock on the date of grant of the option. Options granted to
non-employee directors may be exercised at any time after grant. The 1992 Stock
Option Plan was amended in 1996 to provide that the number of options granted to
non-employee directors upon election or re-election shall be 2,000 shares. A
director elected to the Board for less than a three-year term will be entitled
to an option for 2,000 shares on a pro-rated basis for the number of months of
his or her term as a percentage of 36 months. Dr. Bizzozero, Messrs. Crawford
and Finkenzeller and Sister Marguerite Waite each will be granted options to
purchase 2,000 shares upon reelection by the shareholders at the Annual Meeting.
EMPLOYMENT AGREEMENTS
Webster and Webster Bank entered into revised employment
agreements with Messrs. James C. Smith, Gagnon, Brennan and Strickland effective
January 1, 1997, which replaced the prior employment agreements with these
executive officers. Webster and Webster Bank also entered into an employment
agreement with Mr. Mulligan, effective January 1, 1997. James C. Smith serves as
President and Chief Executive Officer of both Webster and Webster Bank; Mr.
Gagnon serves as Executive Vice President, Chief Operating Officer and Secretary
of both Webster and Webster Bank; Mr. Brennan serves as Executive Vice
President, Treasurer and Chief Financial Officer of both Webster and Webster
Bank; Mr. Mulligan serves as Executive Vice President -- Consumer and Small
Business Banking of both Webster and Webster Bank; and Mr. Strickland serves as
Executive Vice President -- Mortgage Banking of both Webster and Webster Bank.
Under their respective employment agreements, each executive
officer may receive annual cost of living increases and may also receive a merit
increase as determined by the Boards of Directors of Webster and Webster Bank.
Each executive officer shall be eligible to receive discretionary bonuses as may
be authorized by the Boards of Directors of Webster and Webster Bank and shall
be eligible to participate in any plan of Webster or Webster Bank relating to
stock options, stock purchases, pension, thrift, employee stock ownership, group
life insurance and medical coverage or other retirement or employee benefits
that Webster or Webster Bank has adopted or may adopt for the benefit of its
executive employees. In addition, each executive officer will be provided with
an automobile or an automobile allowance for business use. The employment
agreements provide for initial terms of three years ending December 31, 1999
with renewals for one additional year following each anniversary date with the
approval of the Board of Directors, unless the executive officer gives written
notice to the contrary. The 1997 base salaries for Messrs. James C.
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Smith, Gagnon, Brennan, Mulligan and Strickland are $475,000, $200,000,
$200,000, $170,000, and $170,000, respectively, which salaries may not be
reduced under the employment agreements without the consent of the executive
officer.
The Boards of Directors of Webster and Webster Bank may
terminate the executive officer's employment at any time. In the case of Messrs.
James C. Smith, Gagnon, Brennan and Mulligan, unless the termination is for
"cause" (as defined therein) and where there has been no "change in control" (as
defined therein), such executive officers would be entitled (a) to receive a
lump sum payment equal to the sum of (x) the executive officer's then current
annual base salary and (y) the amount of any bonuses paid pursuant to Webster's
and Webster Bank's annual incentive compensation plan during the then current
fiscal year multiplied by a fraction the numerator of which is the number of
full months during the then current fiscal year in which the executive officer
was employed and the denominator of which is 12, and (b) subject to certain
limitations, to continue to be entitled to medical and dental coverage for one
year (or the remaining term of the agreement, if less) or until the executive
officer accepts other employment on a substantially full time basis if earlier.
In the case of Mr. Strickland, unless the termination is for
cause and where there has been no change in control, Mr. Strickland would be
entitled (a) to receive a lump sum payment equal to the sum of (A) Mr.
Strickland's then current annual base salary and (B) the amount of any bonuses
paid pursuant to Webster's and Webster Bank's annual incentive compensation plan
during the then current fiscal year multiplied by a fraction the numerator of
which is the number of full months during the then current fiscal year in which
Mr. Strickland was employed and the denominator of which is 12, except that, if
such termination occurs before January 1, 1998, the sum payable would not be
less than $200,000, and (b) subject to certain limitations, to continue to be
entitled to medical and dental coverage for one year (or the remaining term of
the agreement, if less) or until Mr. Strickland accepts other employment on a
substantially full-time basis if earlier.
If any executive officer terminates his employment without the
consent of the Board of Webster or Webster Bank or other than in connection with
or within two years after a change in control, then the employment agreement,
among other things, would restrict him from having any other employment for one
year or the remaining term of the agreement plus six months, whichever is less,
with a commercial bank, savings bank, savings and loan association, or mortgage
banking company, or a holding company affiliate of any of the foregoing, which
has an office out of which the executive officer would be primarily based,
located within 35 miles of Webster Bank's home office.
If during the term of the employment agreement there is a
change in control of Webster or Webster Bank, and the employment of the
executive officer is terminated, voluntarily or involuntarily, in connection
with or within two years after the change in control, unless such termination is
(i) for cause, (ii) is a voluntary termination without "good reason" (as defined
therein) in connection with a change in control that occurs solely as a result
of any cash tender or exchange offer, merger, or other business combination
where the persons who were directors of Webster before the transaction
constitute less than two-thirds (but not less than one-half) of the directors of
Webster or a successor corporation following the transaction (a "Technical
Change"), or (iii) by virtue of normal retirement, permanent and total
disability or death, the executive officer would be entitled to receive a
severance payment. In the case of James C. Smith, such payment would be in the
amount of (i) one year's salary plus any bonuses paid during the then current
fiscal year, if he voluntarily terminates his employment without "good reason"
(as defined therein) other than in connection with or following a Technical
Change or (ii) three times Mr. Smith's annual base salary in effect immediately
before the change in control plus an amount equal to three times the aggregate
amount of bonuses that were paid to Mr. Smith by Webster and Webster Bank during
the 24 calendar months preceding the change in control divided by two, if Mr.
Smith's termination of employment was either voluntary with good reason or
involuntary, reduced to the extent necessary to prevent any amount from
constituting a "parachute payment" under the Code. In the case of a Technical
Change, no amount would be payable under clause (i) above and the amount payable
under clause (ii) above shall be two times the Employee's annual base salary in
effect immediately before the change in
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control, plus two times the amount of any bonuses paid during the fiscal year
preceding the fiscal year in which such change in control occurs.
In the case of Messrs. Gagnon, Brennan, Strickland or
Mulligan, such severance payment would be equal to one year's salary plus any
bonuses paid during the then current fiscal year, if the executive officer
voluntarily terminates his employment without "good reason" (as defined) other
than in connection with or following a Technical Change. If any of such
executive officers voluntarily terminates his employment with "good reason" (as
defined) or if his employment is terminated involuntarily without cause, if such
change in control of Webster or Webster Bank occurs (i) before January 1, 1999,
such payment would be in the amount of three times the respective employee's
average annual compensation that was payable by Webster or Webster Bank and was
includible in gross income for federal income tax purposes with respect to the
five most recent taxable years of the employee ending prior to such change in
control of Webster or Webster Bank (or such portion of such period during which
the employee was a full-time employee of Webster or Webster Bank), less one
dollar, other than in the case of a Technical Change; or (ii) if such change in
control of Webster or Webster Bank occurs after December 31, 1998, such payment
would be two times the employee's annual base salary in effect immediately
before the change in control plus an amount equal to the aggregate amount of
bonuses that were paid to the employee by Webster and Webster Bank during the 24
calendar months preceding the change in control; provided, however, that the
amount payable under clause (i) will not exceed the amount that would be payable
over a period equal to the remaining term of the employee's employment
agreement, plus one year, if the employee's compensation for such period were at
an annual rate equal to the employee's base salary, determined as of the time of
termination, and bonuses paid during the fiscal year preceding the fiscal year
in which such change in control occurs. Notwithstanding the foregoing, in the
case of a Technical Change, no amount would be payable under the first sentence
of this paragraph and the amount payable under the second sentence of this
paragraph would be two times the employee's annual base salary in effect
immediately before the change in control, plus two times the amount of any
bonuses paid during the fiscal year preceding the fiscal year in which such
change in control occurs.
In addition, except to the extent that any amount would
constitute a "parachute payment" under the Code, in the case of a termination of
employment in the context of a change in control as to which a severance payment
would be required to be paid to any of the executive officers as described in
the two preceding paragraphs, the executive would also be entitled to continued
medical, dental, group term life insurance and long-term disability insurance
coverages and to continued eligibility for benefits under any other employee
welfare plan in which he was eligible to participate before the change in
control. Such continued coverage and eligibility would continue: (i) for one
year or the remaining term of the employment agreement, if less, in the case of
a voluntary termination of employment without "good reason" (as defined) other
than in the case of a Technical Change; (ii) for the remaining term of the
employment agreement, in the case of an involuntary termination without cause or
a voluntary termination with "good reason" (as defined); or (iii) for two years
after the termination or for the remaining term of the employment agreement,
whichever is less, in the case of an involuntary termination without cause or a
voluntary termination with "good reason" (as defined) in the case of a Technical
Change.
A "change in control" of Webster will be deemed to have
occurred if: (i) any person becomes the beneficial owner of 25% or more of the
total number of voting shares of the Corporation; (ii) any person becomes the
beneficial owner of 10% or more, but less than 25%, of the total number of
voting shares of the Corporation, unless the Director of the Office of Thrift
Supervision (the "Director") has approved a rebuttal agreement filed by such
person or such person has filed a certification with the Director; (iii) any
person (other than the persons named as proxies solicited on behalf of the Board
of Directors of Webster) holds revocable or irrevocable proxies, as to the
election or removal of two or more directors of Webster, for 25% or more of the
total number of voting shares of the Corporation; (iv) any person has received
the approval of the Director under Section 10 of the Home Owners' Loan Act, as
amended (the "Holding Company Act"), or regulations issued thereunder, to
acquire control of Webster; (v) any person has received the approval of the
Director
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under Section 7(j) of the Federal Deposit Insurance Act, as amended (the
"Control Act"), or regulations issued thereunder, to acquire control of Webster;
(vi) any person has commenced a tender or exchange offer, or entered into an
agreement or received an option, to acquire beneficial ownership of 25% or more
of the total number of voting shares of the Corporation, whether or not the
requisite approval for such acquisition has been received under the Holding
Company Act, the Control Act or the respective regulations issued thereunder; or
(vii) as a result of, or in connection with, any cash tender or exchange offer,
merger or other business combination, sale of assets or contested election, or
any combination of the foregoing transactions, the persons who were directors of
Webster before such transaction shall cease to constitute at least two-thirds of
the Board of Directors of Webster or any successor corporation; provided,
however, a change in control will not be deemed to have occurred under clauses
(ii), (iii), (iv), (v) or (vi) if within 30 days of such action, the Board of
Directors of Webster (by two-thirds vote of the directors in office before such
action) makes a determination that such action does not and is not likely to
constitute a change in control of Webster. A change in control of Webster Bank
will be deemed to have taken place if Webster's beneficial ownership of the
total number of voting shares of Webster Bank is reduced to less than 50%.
PERSONNEL RESOURCES COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Personnel Resources Committee of the Board of Directors
comprises four non-employee directors. The Committee recommends to the full
Board of Directors, which has ultimate responsibility over such matters,
executive officer salaries, bonuses and certain other forms of compensation, and
recommends to the Long-Term Incentive Compensation Committee, consisting of all
disinterested non-employee directors, long-term incentive awards. All
recommendations of the Personnel Resources Committee regarding executive officer
compensation for the 1996 fiscal year were approved by the Board of Directors or
the Long-Term Incentive Compensation Committee, as the case may be.
Set forth below is a report addressing Webster's compensation
policies for fiscal year 1996 as they affected Webster's executive officers. For
compensation purposes, Webster compares itself to a peer group composed of 14
commercial banks and savings institutions that range in asset size from $3.0
billion to $8.2 billion and are located in the Eastern United States.
Compensation Policies for Executive Officers. Webster's
executive compensation policies are designed to provide competitive levels of
compensation, to assist Webster in attracting and retaining qualified executives
and to encourage superior performance. In determining levels of executive
officers' overall compensation, the Personnel Resources Committee considers the
qualifications and experience of the persons concerned, the size of the
institution and the complexity of its operation, the financial condition,
including income, of the institution, the compensation paid to other persons
employed by the institution and the compensation paid to persons having similar
duties and responsibilities in peer group institutions. The Personnel Resources
Committee employs outside consultants and refers to published survey data in
establishing compensation.
Relationship of Performance to Executive Compensation.
Compensation paid to Webster's executive officers in 1996 consisted of the
following components: base salary, bonuses, long-term incentives (awards of
stock options, restricted stock and performance units) and participation in
other Webster employee benefit plans. While each of these components has a
separate purpose and may have a different relative value to the total, a
significant portion of the total compensation package is highly dependent on the
financial success of Webster and total return to shareholders. Generally, base
salaries for executive officers are at or below the average of salaries paid for
comparable positions at other institutions within Webster's peer group.
Short-term and long-term incentive compensation plans are designed to provide
significant compensation opportunities when Webster meets or exceeds its
financial and other goals. The value of long-term incentive compensation such as
stock options, restricted stock and performance units is dependent primarily on
the market price of Webster's Common Stock and the return on average equity.
Webster's executive officers may earn lower total compensation than that for
comparable positions at
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peer group institutions should Webster not meet its goals, and they may earn
higher than average total compensation than for comparable positions when
Webster meets or exceeds its goals. For 1996, the Personnel Resources Committee
intended that total compensation for executive officers be at or above the
average for Webster's peer group.
Base Salary. The Personnel Resources Committee reviews
executive base salaries annually in January. Base salary is intended to signal
the internal value of the position and to track with the external marketplace.
All executive officers serve pursuant to employment agreements which provide for
a minimum base salary that may not be reduced without the consent of the
executive officer. In establishing the 1996 salary for each executive officer,
the Personnel Resources Committee considered the officer's responsibilities,
qualifications and experience, the size of the institution and the complexity of
its operations, the financial condition of the institution (based on levels of
income, nonperforming assets and capital) and compensation paid to persons
having similar duties and responsibilities within peer group institutions. Base
salaries for executive officers increased in 1996 due in large part to the
record operating earnings for 1995, which were substantially improved from the
prior year and favorable in light of the region's continuing economic weakness.
In addition, the Committee considered, in order of significance, the increased
size and complexity of the institution, the successful acquisition and
integration of Shelton Savings Bank and the signing of a definitive agreement to
acquire twenty branch banking offices and related assets and liabilities from
the former Shawmut Bank ("Shawmut").
Short-Term Incentive Compensation. The Personnel Resources
Committee makes recommendations to the Board of Directors for awards under
Webster's Short-Term Incentive Compensation Plan with such awards generally not
to exceed 60% or 80% of the recipient's base salary depending upon the executive
officer's responsibilities. The Board may in its discretion adjust the Plan to
reflect changes in circumstances. Generally, cash bonuses are paid for a given
year only if Webster's results exceed certain minimum performance levels
established by the Board of Directors for that year. Performance measures
established for 1996 specified that Webster's adjusted net income must exceed a
certain target. The amount available for the awards is dependent on actual
performance. Awards for 1996 were based on, in order of significance, Webster's
financial results, the acquisition and integration of twenty Shawmut branches
and the signing of a definitive agreement to acquire DS Bancor. Awards to the
Chief Executive Officer are based entirely on corporate performance. Awards for
other executive officers are based in part on corporate performance and in part
on the results of their business units.
Certain executive officers also received an additional bonus
in recognition of Webster's 1996 operating results. In awarding the additional
bonus, which was intended to assist in the retention of Webster Common Stock,
the Personnel Resources Committee took into account the tax benefits to Webster
and the anticipated tax liability of the executive officers resulting from the
executive officers' exercise in 1996 of grants of non-qualified stock options.
Long-Term Incentive Compensation. Webster uses stock options,
restricted stock awards and performance unit awards to provide long-term
incentive compensation. The Personnel Resources Committee makes recommendations
to the Long-Term Incentive Compensation Committee for awards under the Stock
Option Plan and the Performance Incentive Plan and for restricted stock awards.
Long-term compensation, which emphasizes long-term results, is targeted at 75%
or 100% of the recipient's base salary depending upon the executive officer's
responsibilities.
The Board of Directors endorses the position that stock
ownership by management is beneficial in aligning management's and shareholders'
interests in the enhancement of shareholder value. The purpose of stock option
awards is to provide an opportunity for the recipients to acquire or increase a
proprietary interest in Webster, thereby creating a stronger incentive to expend
maximum effort for the long-term growth and success of Webster and encouraging
recipients to remain in the employ of Webster. Officers and other full-time
employees of Webster and its subsidiaries are eligible for grants under the
Corporation's 1986 and 1992 Stock Option Plans. Stock options are normally
granted each year as a component of long-term compensation with the size of
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the grants generally tied to and weighted approximately equally based on an
officer's responsibility level, base salary and performance. The number of
options held is not considered when determining the option awards for executive
officers, including the Chief Executive Officer. During 1996, 45,200 stock
options were granted to Webster's executive officers.
The purpose of Webster's restricted stock awards is to attract
and retain executive officers whose actions will impact Webster's long-term
operating results and to motivate such executives by providing them with an
immediate ownership stake in the business. Recipients are paid dividends on the
shares and have voting rights. All restricted stock awards have vesting
requirements. Fifty percent of the restricted stock vests after three years, and
the remainder after five years. The restricted stock awards are generally
considered part of the officer's targeted long-term compensation during the
vesting period. In addition to providing a direct relationship between
shareholder value and the value of the benefit to the officer, restricted stock
is a powerful retention device as the shares are not conveyed to the executive
until vesting restrictions have been satisfied. No shares of restricted stock
were granted in 1996.
The purpose of the Performance Incentive Plan is to further
the growth and profitability of Webster by providing long-term incentives that
are dependent on achieving a specified return on average equity over a
three-year period. Executive officers are granted awards of performance units
for a performance period of three consecutive fiscal years. During that
performance period, a specified return on average equity must be attained in
order to trigger a payout to the executive officers. During 1996, 14,000
performance units were granted to the executive officers for the 1996 through
1998 performance period. The material terms of the Performance Incentive Plan
were approved by shareholders at the 1996 Annual Meeting.
Other. In addition to the compensation paid to executive
officers as described above, executive officers received, along with and on the
same terms as other employees, certain benefits pursuant to the 401(k) Plan,
ESOP and the Pension Plan. In addition, executive officers received certain
benefits under Webster's nonqualified supplemental retirement plan that are
otherwise limited by IRS caps on qualified plans.
CEO Compensation. The Personnel Resources Committee, in
determining the compensation for the Chief Executive Officer, considers
Webster's size and complexity, financial condition and results and progress in
meeting strategic objectives. The Chief Executive Officer's 1996 base salary was
increased by 18% to $390,000 based on the Corporation's increase in size and
complexity of operations, its 1995 financial results and its progress in meeting
strategic objectives. Base salary for the Chief Executive Officer was below the
average for Webster's peer group. For 1996, the Personnel Resources Committee
intended that total compensation for the Chief Executive Officer be above the
average for Webster's peer group. Consistent with the terms of the Short-Term
Incentive Compensation Plan, the Chief Executive Officer received an annual
incentive award for 1996 performance equal to 47% of salary. The annual
incentive award was based entirely on corporate performance, which exceeded the
minimum performance benchmarks established by the Board at the beginning of
1996. The Chief Executive Officer also received an additional bonus of $143,148
in recognition of Webster's 1996 operating results. In awarding the additional
bonus, which was intended to assist in the retention of Webster Common Stock,
the Personnel Resources Committee took into account the tax benefits to Webster
and the anticipated tax liability of the Chief Executive Officer resulting from
the Chief Executive Officer's exercise in 1996 of grants of non-qualified stock
options. Regarding long-term incentive compensation during 1996, stock options
were granted to the Chief Executive Officer in accordance with Webster's Stock
Option Plan, a grant of 4,800 performance units was made for the 1996 through
1998 performance period and no shares of restricted stock were granted.
-16-
Internal Revenue Code Section 162(m). In 1993, the Code was
amended to disallow publicly traded companies from receiving a tax deduction on
compensation paid to executive officers in excess of $1 million (section 162(m)
of the Code), unless, among other things, the compensation meets the
requirements for performance-based compensation. In structuring Webster's
compensation programs and in determining executive compensation, the Committee
takes into consideration the deductibility limit for compensation.
LONG-TERM INCENTIVE
-------------------
BOARD OF DIRECTORS COMPENSATION COMMITTEE PERSONNEL RESOURCES COMMITTEE
- ------------------ ---------------------- -----------------------------
Joel S. Becker Joel S. Becker Joel S. Becker
O. Joseph Bizzozero, Jr. O. Joseph Bizzozero, Jr. O. Joseph Bizzozero, Jr.
John J. Crawford John J. Crawford Robert A. Finkenzeller
Robert A. Finkenzeller Robert A. Finkenzeller (Chairman)
Walter R. Griffin (Chairman) Sister Marguerite Waite
J. Gregory Hickey J. Gregory Hickey
C. Michael Jacobi C. Michael Jacobi
Harold W. Smith Sister Marguerite Waite
James C. Smith
(Chairman)
Sister Marguerite Waite
Comparative Company Performance
The following table sets forth comparative information
regarding Webster's cumulative shareholder return on its Common Stock over the
last five fiscal years. Total shareholder return is measured by dividing total
dividends (assuming dividend reinvestment) plus share price change for a period
by the share price at the beginning of the measurement period. Webster's
cumulative shareholder return over a five-year period is based on an investment
of $100 on December 31, 1991 and is compared to the cumulative total return of
the Standard & Poor's 500 Index ("S&P 500 Index"), the Keefe, Bruyette & Woods
New England Bank Index ("KBW Index"), the Wilshire 5000 Equity Index ("Wilshire
5000 Index") and the SNL All Bank and Thrift Index.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG
Webster, S&P 500, KBW Index, Wilshire 5000 and SNL All Bank and Thrift Index
[GRAPHIC OMITTED]
WEBSTER S&P 500 KBW WILSHIRE 500 SNL ALL BANK
INDEX INDEX
12/91 100 100 100 100 100
12/92 164 107.61 175.64 106.87 137.3
12/93 222.87 118.39 234.48 116.04 152.38
12/94 184.87 119.99 236.05 113.12 149
12/95 302.42 164.92 368.43 150.91 231.9
12/96 384.89 202.69 508.88 179.33 321.5
-17-
In the future Webster will not include the KBW Index when
comparing total return because the median asset size and market capitalization
of the eighteen banks in the index are significantly below Webster's current
asset size and market capitalization. Webster also will exclude the Wilshire
5000 Index because the S&P 500 Index is a better-known indicator of market
performance.
CERTAIN TRANSACTIONS
From time to time Webster Bank makes loans to the directors
and executive officers for the financing of their homes, as well as home
improvement and consumer loans. It is the belief of management that these loans
are made in the ordinary course of business, are made on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with other persons, and neither involve more than
normal risk of collectibility nor present other unfavorable features. At March
7, 1997, loans to directors, executive officers and members of their immediate
families and affiliates totaled $1,107,024.
SECTION 16(A) COMPLIANCE
Section 16(a) of the 1934 Act requires Webster's directors and
executive officers, and persons who own more than 10% of its Common Stock, to
file with the SEC initial reports of ownership of Webster's equity securities
and to file subsequent reports when there are changes in such ownership. Based
on a review of reports submitted to Webster, the Corporation believes that
during the fiscal year ended December 31, 1996, all Section 16(a) filing
requirements applicable to Webster's officers, directors, and more than 10%
owners were complied with on a timely basis.
STOCK OWNED BY MANAGEMENT
The following table sets forth information as of March 7, 1997
with respect to the amount of Webster's Common Stock beneficially owned by each
director of Webster, each nominee for election as a director, each of the five
most highly compensated executive officers of Webster serving at December 31,
1996 and by all directors and executive officers of Webster as a group.
Number of Shares Percent of
Name and Position(s) and Nature of Common Stock
with Webster Beneficial Ownership (a) Outstanding
------------ ------------------------ -----------
Achille A. Apicella
Director......................................... 12,985 *
Joel S. Becker
Director......................................... 9,404 *
O. Joseph Bizzozero, Jr.
Director......................................... 5,288 *
John V. Brennan
Executive Vice President, Chief
Financial Officer and Treasurer..................
54,918 *
John J. Crawford
Director......................................... 1,979 *
Harry P. DiAdamo, Jr.
Director......................................... 85,639 *
Robert A. Finkenzeller
Director......................................... 3,478 *
Lee A. Gagnon
Executive Vice President, Chief
Operating Officer and Secretary..................
78,796 *
-18-
Walter R. Griffin
Director......................................... 27,554 *
J. Gregory Hickey
Director......................................... 6,712 *
C. Michael Jacobi
Director......................................... 5,722 *
Peter K. Mulligan
Executive Vice President --
Consumer and Small Business Banking.............. 9,645 *
Harold W. Smith
Director......................................... 56,660 *
James C. Smith
Chairman, President and
Chief Executive Officer.......................... 269,091 2.27%
Ross M. Strickland
Executive Vice President --
Mortgage Banking................................. 43,439 *
Sister Marguerite Waite, C.S.J.
Director......................................... 4,812 *
All directors and executive
officers as a group (16 persons)................. 676,122 5.65%
- ----------
(a) In accordance with Rule 13d-3 under the 1934 Act, a person is deemed to be
the beneficial owner, for purposes of this table, of any shares of the
Common Stock if such person has or shares voting power or investment power
with respect to such security, or has the right to acquire beneficial
ownership at any time within 60 days from March 7, 1997. As used herein,
"voting power" is the power to vote or direct the voting of shares and
"investment power" is the power to dispose or direct the disposition of
shares.
The table includes shares owned by spouses or other immediate family
members over which the persons named in the table possess shared voting
and/or investment power as follows: Mr. Becker, 7,204 shares; Dr.
Bizzozero, 572 shares; Mr. DiAdamo, 505 shares; Mr. Griffin, 9,966 shares;
Mr. Hickey, 100 shares; Harold W. Smith, 13,165 shares; James C. Smith,
70,230 shares; and all directors and executive officers as a group,
101,742 shares. All other shares included in the table are held by persons
who exercise sole voting and investment power over such shares.
The table also includes the following: 189,493 shares subject to
outstanding options which are exercisable within 60 days from March 7,
1997: 44,988 shares held in the 401(k) Plan; 95,112 shares pursuant to
restricted stock awards; and 24,356 shares held in the ESOP that have been
allocated to the accounts of officers.
Outstanding options reflected in the table were held as follows: Mr.
Apicella, 5,661 shares; Mr. Becker, 2,200 shares; Dr. Bizzozero, 1,100
shares; Mr. Brennan, 23,050 shares; Mr. Crawford, 667 shares; Mr.
Finkenzeller, 1,100 shares; Mr. Gagnon, 21,570 shares; Mr. Griffin, 3,100
shares; Mr. Hickey, 5,300 shares; Mr. Jacobi, 5,300 shares; Mr. Mulligan,
3,250 shares; Harold W. Smith, 2,200 shares; James C. Smith, 88,625
shares; Mr. Strickland, 21,970 shares; and Sister Marguerite Waite, 4,400
shares.
* Less than 1% of Common Stock outstanding.
PRINCIPAL HOLDERS OF VOTING SECURITIES OF WEBSTER
As of March 7, 1997, based upon a review of Schedules 13D or
13G filed at the SEC, management does not believe that any person is the
beneficial owner of more than 5% of the outstanding Common Stock.
-19-
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL 2)
The Board of Directors has appointed the firm of KPMG Peat
Marwick LLP to continue as independent auditors for Webster for the year ending
December 31, 1997, subject to ratification of such appointment by the
shareholders. KPMG Peat Marwick LLP was appointed as the independent auditors of
Webster Bank in 1985, has performed audits for Webster Bank for the years ended
December 31, 1983 through 1996, and has similarly performed audits for Webster
for the years ended December 31, 1986 through 1996. Unless otherwise indicated,
properly executed proxies will be voted in favor of ratifying the appointment of
KPMG Peat Marwick LLP, independent certified public accountants, to audit the
books and accounts of Webster for the year ending December 31, 1997. No
determination has been made as to what action the Board of Directors would take
if the shareholders do not ratify the appointment.
Assuming the presence of a quorum at the Annual Meeting, the
affirmative vote of the holders of at least a majority of the votes cast is
required to ratify the appointment of KPMG Peat Marwick LLP as Webster's
independent auditors for the year ending December 31, 1997.
Representatives of KPMG Peat Marwick LLP are expected to be
present at the Annual Meeting. They will be given an opportunity to make a
statement if they desire to do so and will be available to respond to
appropriate questions.
DATE FOR SUBMISSION OF SHAREHOLDER PROPOSALS
Any shareholder proposal intended for inclusion in Webster's
proxy statement and form of proxy relating to Webster's 1998 Annual Meeting of
shareholders must be received by Webster's Secretary at Webster Plaza,
Waterbury, Connecticut 06702 by December 1, 1997, pursuant to the proxy
soliciting regulations of the SEC. In addition, Webster's Bylaws require that
notice of shareholder proposals and nominations for director be delivered to the
Secretary of Webster no less than 30 days nor more than 90 days prior to the
date of an annual meeting, unless notice or public disclosure of the date of the
meeting occurs less than 45 days prior to the date of such meeting, in which
event, shareholders may deliver such notice not later than the 15th day
following the day on which notice of the date of the meeting was mailed or
public disclosure thereof was made. Nothing in this paragraph shall be deemed to
require Webster to include in its proxy statement and form of proxy for such
meeting any shareholder proposal which does not meet the requirements of the SEC
in effect at the time.
-20-
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors
does not know of any other matters to be presented for action by the
shareholders at the Annual Meeting. If, however, any other matters not now known
are properly brought before the meeting, the persons named in the accompanying
proxy will vote such proxy in accordance with the determination of a majority of
the Board of Directors.
By Order of the Board of Directors
/s/ James C. Smith
------------------------------------
James C. Smith
Chairman and Chief Executive Officer
Waterbury, Connecticut
March 17, 1997
-21-
WEBSTER FINANCIAL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Webster Financial Corporation ("Webster"
or the "Corporation") hereby appoints James C. Smith, Harold W. Smith, and
Walter R. Griffin, or any of them, with full power of substitution in each, as
proxies to cast all votes which the undersigned shareholder is entitled to cast
at the annual meeting of shareholders (the "Annual Meeting") to be held at 4:00
p.m., local time, on Thursday, April 17, 1997, at the Courtyard by Marriott, 63
Grand Street, Waterbury, Connecticut, and at any adjournments thereof, upon the
following matters. The undersigned shareholder hereby revokes any proxy or
proxies heretofore given.
This proxy will be voted as directed by the undersigned shareholder.
UNLESS CONTRARY DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
THE NOMINEES LISTED IN PROPOSAL 1 AND FOR THE RATIFICATION OF WEBSTER'S
APPOINTMENT OF INDEPENDENT AUDITORS AND IN ACCORDANCE WITH THE DETERMINATION OF
A MAJORITY OF THE BOARD OF DIRECTORS AS TO ANY OTHER MATTERS. The undersigned
shareholder may revoke this proxy at any time before it is voted by delivering
to the Secretary of the Corporation either a written revocation of the proxy or
a duly executed proxy bearing a later date, or by appearing at the Annual
Meeting and voting in person. The undersigned shareholder hereby acknowledges
receipt of the Notice of Annual Meeting and Proxy Statement.
If you receive more than one proxy card, please sign and return all
cards in the accompanying envelope.
1. Election of directors. For three-year terms: O. Joseph Bizzozero, Jr.;
John J. Crawford; Robert A. Finkenzeller; and Sister Marguerite Waite,
C.S.J.
FOR all nominees listed WITHHOLD AUTHORITY to vote for all nominees
above. listed above.
|_| |_|
WITHHOLD AUTHORITY to vote for the following nominees only: (write the name
of the nominee(s) in the space below).
- --------------------------------------------------------------------------------
(CONTINUED AND TO BE DATED AND SIGNED ON THE REVERSE SIDE)
----------------------------------------------------------
(CONTINUED FROM OTHER SIDE)
---------------------------
2. To ratify the appointment by the Board of Directors of the
firm of KPMG Peat Marwick LLP, as independent auditors of the
Corporation for the fiscal year ending December 31, 1997.
|_| FOR |_| AGAINST |_| ABSTAIN
3. The proxies are authorized to vote upon such other business as
may properly come before the meeting, or any adjournments
thereof, in accordance with the determination of a majority of
the Corporation's Board of Directors.
Date:
-----------------------------
----------------------------------
----------------------------------
Signature(s) of Shareholder or
Authorized Representative
Please date and sign exactly as
name appears hereon. Each
executor, administrator, trustee,
guardian, attorney-in-fact and
other fiduciary should sign and
indicate his or her full title.
When stock has been issued in the
name of two or more persons, all
should sign.