WBS 8-K
Webster Financial Corp (WBS)
8-K
2025-07-01
For: 2025-06-25
View Original
Added on
April 08, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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
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(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
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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:
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| 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:
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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 | ||||||||
| 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 | |||||||||||
Webster Financial Corporation Appoints Chief Risk Officer; Names New Board Member STAMFORD, Conn., July 1, 2025 – Webster Financial Corporation (“Webster” or “the Company”) (NYSE: WBS), the holding company, for Webster Bank, N.A., (the “Bank”) announced its Board of Directors approved both the appointment of Jason E. Schugel, as Chief Risk Officer (CRO) and Executive Vice President, and the appointment of Frederick (Fred) J. Crawford, as an independent member of the Board of Directors of the Company and the Bank. Schugel’s appointment, effective July 14, follows current Executive Vice President and CRO Daniel Bley’s previously announced retirement. Bley will temporarily serve in an advisory role to ensure a smooth transition. Schugel brings more than 25 years of strategic financial, audit and risk management experience to Webster, including most recently serving as CRO for Ally Bank. In his 15 years with Ally, he was instrumental in building agile risk and audit frameworks that furthered alignment and accountability with enterprise strategies. Prior to his time at Ally, he served in other senior level strategic roles. Schugel earned his MBA (Investment Banking Concentration) from Wake Forest University’s Babcock Graduate School of Management and a B.S. in finance from Southern Methodist University. Crawford most recently served as President and Chief Operating Officer of AFLAC, a Fortune 500 company. Before joining AFLAC, Crawford served as Executive Vice President and Chief Financial Officer at both CNO Financial Group and Lincoln Financial Group. Earlier in his career, he spent 13 years in banking, including officer positions at Bank One Corporation. He earned his MBA from the University of Iowa and a B.S. from Indiana State University. “Jason and Fred have proven track records of performance at global enterprises, and we look forward to their strategic insights as we continue to build our resiliency as a growing company,” said John Ciulla, Chairman and Chief Executive Officer of Webster. “Jason’s significant knowledge of governance and risk management will be invaluable as we continue to navigate the regulatory landscape. In addition, Fred’s deep experience leading large complex organizations will further enhance our Board’s ability to create long-term value.”
*** About Webster Financial Corporation: Webster Financial Corporation (“Webster”) (NYSE: WBS) is the holding company for Webster Bank, N.A. (“Webster Bank”). Headquartered in Stamford, CT, Webster is a values-driven organization with more than $80 billion in total assets. Webster Bank is a commercial bank that provides a wide range of financial products and services to businesses, individuals, and families across three differentiated lines of business: Commercial Banking, Healthcare Financial Services, and Consumer Banking. While its core footprint spans the Northeast from the New York metropolitan area to Rhode Island and Massachusetts, certain businesses operate in extended geographies. Webster Bank is a member of the FDIC and an equal housing lender. For more information about Webster, including past press releases and the latest annual report, visit the Webster website at www.websterbank.com. Media Contact: Alice Ferreira, 203-578-2610 [email protected] Investor Contact: Emlen Harmon, 212-309-7646 [email protected]