Webster Financial : Nominating and Corporate Governance Committee Charter

Published: 2025-04-14 14:12:06 ET WBS

Webster Financial Corporation and Webster Bank, National Association

Nominating and Corporate Governance Committee Charter

PURPOSE

The Nominating and Corporate Governance Committee (the "Committee") of Webster Financial Corporation (the "Company") and Webster Bank, National Association (the "Bank", and together with the Company, "Webster") is a committee established by both boards of directors (collectively, the "Board"). The purpose of the Committee is to assist the Board in: (i) identifying individuals qualified to become Board members and to recommend to the Board director nominees for the next annual meeting of stockholders of Webster; (ii) reviewing the qualifications and independence of the members of the Board and its related committees on an annual basis as well as the structure and composition of the Board; (iii) serving as a resource and providing oversight of corporate governance issues and related matters, including Corporate Responsibility matters; and (iv) overseeing certain policies and procedures.

MEMBERSHIP

The Committee shall be comprised of no fewer than three directors. All Committee members must meet the independence requirements of the Listed Company Manual for the New York Stock Exchange ("NYSE"), along with any other standards, laws and regulations applicable to Webster. Committee members and the Chair of the Committee shall be appointed annually by the Board, on the recommendation of the Committee. Committee members may be removed and replaced at the Board's discretion. Any vacancy on the Committee may be filled by the Board.

COMMITTEE MEETINGS

The Committee shall meet at least three times annually either in person or by remote means where all Committee members can participate and hear each other. A majority of the members of the Committee shall constitute a quorum. The Committee may meet in executive session without any members of management present or the Committee may request that certain non-Committee member directors of Webster, officers or employees of Webster, or other outside advisors to Webster attend Committee meetings. The Committee meeting agenda shall be managed by the Chair of the Committee. In the absence of the Chair of the Committee at any meeting of the Committee, the members of the Committee may designate one of the other members of the Committee to serve as Chair of the meeting. Minutes of all Committee meetings shall document decisions taken by the Committee. The acts of a majority of the Committee members present at a meeting at which a quorum is present shall be the acts of the Committee. In lieu of a meeting, the Committee may act by a unanimous written consent setting forth the action so taken. Said consent may be in electronic form and signed electronically by all Committee members.

PRACTICES

In carrying out its responsibilities, the Committee will adopt practices which will enable the Committee to best react to changing conditions and to ensure that Webster's corporate governance principles are sound and remain consistent with any legal, regulatory or NYSE requirements.

In performing their duties and responsibilities, Committee members are entitled to rely in good faith on information, opinions, reports or statements prepared or presented by:

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AUTHORITY, DUTIES AND RESPONSIBILITIES

The Committee shall have the following authority, duties and responsibilities:

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Committee deems advisable, and review and reassess any such standards or definitions on a periodic basis;

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OTHER AUTHORITY, DUTIES AND RESPONSIBILITIES

The Committee shall have the following additional duties, responsibilities, and authority:

Adopted by the Board as of March 26, 2025.

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Disclaimer

Webster Financial Corporation published this content on April 14, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 14, 2025 at 18:11 UTC.