[8-K] Webster Financial Corporation Waterbury Reports Material Event

Rhea-AI Filing Summary

Webster Financial Corporation (NYSE: WBS) filed an 8-K disclosing two governance actions.

• On June 25, 2025, the Board appointed Frederick J. Crawford as an independent director, effective July 1, 2025. His addition increases the Board from 12 to 13 members and places him on the Audit and Risk Committees. The Board deemed him financially literate and an “audit committee financial expert.” There are no related-party relationships, and he will receive prorated non-employee director compensation.
• A July 1, 2025 press release (Exhibit 99.1) announced Jason Schugel will become Chief Risk Officer and Executive Vice President, effective July 14, 2025.

No financial results, capital transactions or strategic deals were reported. The filing is primarily a leadership update that modestly strengthens risk and audit oversight without immediate earnings impact.

Positive

• Appointment of Frederick J. Crawford adds an independent audit committee financial expert, strengthening board oversight.
• Naming Jason Schugel as Chief Risk Officer underscores the company’s proactive approach to enterprise risk management.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Board adds independent audit expert; governance improves, financial effect negligible.

The appointment of Frederick J. Crawford enhances board independence and audit proficiency, aligning Webster with best-practice governance standards. Expanding the board to 13 directors increases oversight capacity as regulatory expectations rise. Compensation is routine and no conflicts exist. Governance risk declines slightly, yet valuation impact is minimal; I view the disclosure as modestly positive but not market-moving.

Bank Risk Analyst

TL;DR: New CRO role highlights risk focus; impact neutral until strategy details emerge.

Installing Jason Schugel as Chief Risk Officer clarifies accountability within Webster’s three-lines-of-defense structure amid a challenging credit cycle. However, the 8-K offers no insight into his mandate, portfolio adjustments or risk appetite shifts, limiting quantifiable impact. The move is strategically prudent but currently earnings-neutral.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________ 

FORM 8-K

_________________________ 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 25, 2025

 _________________________ 

WEBSTER FINANCIAL CORPORATION

 _________________________________________

(Exact name of registrant as specified in its charter)

Delaware

001-31486

06-1187536

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

200 Elm Street, Stamford, Connecticut 06902

(Address and zip code of principal executive offices)

203-578-2202

(Registrant’s telephone number, including area code)

______________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbols			Name of each exchange on which registered
Common Stock, par value $0.01 per share			WBS			New York Stock Exchange
Depositary Shares, each representing 1/1000th interest in a share of 5.25% Series F Non-Cumulative Perpetual Preferred Stock			WBS-PrF			New York Stock Exchange
Depositary Shares, each representing 1/40th interest in a share of 6.50% Series G Non-Cumulative Perpetual Preferred Stock			WBS-PrG			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 25, 2025, the Board of Directors of Webster Financial Corporation (the "Company") appointed Frederick J. Crawford to the Company’s Board of Directors, effective July 1, 2025. Mr. Crawford will serve on the Audit and Risk Committees. The Board of Directors also approved an increase in the size of the Board of Directors from 12 to 13 directors, effective as of the same date.

The Board of Directors determined that Mr. Crawford is an independent director within the meaning of the Securities Exchange Act of 1934, as amended, rules and regulations promulgated by the SEC thereunder, and the listing standards of the New York Stock Exchange. The Board of Directors also determined that Mr. Crawford is financially literate and an “audit committee financial expert” (as defined by the SEC).

There are no arrangements or understandings between Mr. Crawford and any other person in connection with his appointment as a director of the Company, and there are no family relationships between Mr. Crawford and any of the Company’s or Webster Bank, N.A.'s directors or executive officers. Mr. Crawford has no direct or indirect material interest in any existing or currently proposed transaction that would require disclosure under Item 404(a) of Regulation S-K.

In connection with Mr. Crawford’s appointment as a non-employee director, he will receive, on a pro-rated basis, the standard annual benefits paid to each non-employee director.

Item 8.01 Other Events

On July 1, 2025, the Company also issued a press release announcing the appointment of Jason Schugel as Chief Risk Officer and Executive Vice President, effective July 14, 2025, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits

Exhibit Number						Description
99.1						Press release dated July 1, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

									WEBSTER FINANCIAL CORPORATION
									(Registrant)
Date: July 1, 2025									/s/ Kristy Berner
									Kristy Berner
									Executive Vice President and General Counsel

FAQ

When will Frederick J. Crawford join Webster Financial's (WBS) board?

He becomes a director effective July 1, 2025.

How many directors will Webster Financial have after the appointment?

The board will expand from 12 to 13 directors.

Which committees will Frederick J. Crawford serve on?

He will sit on the Audit Committee and the Risk Committee.

Who is Webster Financial's new Chief Risk Officer and when does he start?

Jason Schugel will assume the CRO role on July 14, 2025.

Did the 8-K include any financial results or transaction details?

No. The filing focuses solely on governance and leadership changes.