PBCT Peoples United Financial Inc

In considering Mr. Carter’s contributions to the board and his skills and qualifications for board service, the board noted that, over his more than 40 years of board service, Mr. Carter has developed a level of expertise in banking matters and an familiarity with People’s United, our various businesses and the Connecticut market that enhance his contributions to the board. The board also cited the benefit to the board’s deliberative process provided by Mr. Carter’s long-term perspective, noting that Mr. Carter has been a member of the board throughout a number of business cycles.

, age 59, was elected to the Board of Directors of the Bank and the Company on September 21, 2017. Ms. Chwick was a partner at Goldman Sachs where she had a career in technology, including most recently as the Operating Officer of the technology division. As she was responsible for financial business planning, setting the technical strategy and management of an organization within the firm. While at Goldman, Ms. Chwick served on many governance committees, including the firm’s Finance Committee, the firm-wide New Activity Committee and the Technology Risk Committee, and she was of the Technology Division Operating Committee.

Ms. Chwick was also the and of Trewtec, Inc., providing corporate directors, chief executive officers and chief technology officers with the information they need to improve their oversight of a company’s technology division.

The board believes that Ms. Chwick’s extensive technology leadership experience, gained in a global financial services firm, combined with her knowledge of the New York market and industry insight, bring valuable skills and strategic perspective to the board.

, age 63, was, until August 2013, Vice Chairman of Investment Banking at J.P. Morgan Chase & Co., a leading global financial services firm. His responsibilities included senior client relationship management and transaction leadership with a primary focus on financial institutions, among other sectors. Mr. Cruger was Managing Director, Financial Institutions Group at J.P. Morgan Chase from 1996 until 2011 when he was elevated to the position of Vice Chairman. He also ran the firm’s investment banking practices in Japan from 1991 to 1996, in Latin America from 1989 to 1991, and in Emerging Asia from 1984 to 1988. He began his career at J.P. Morgan Chase in 1982.

Mr. Cruger is a member of the Company’s Enterprise Risk and Nominating and Corporate Governance Committees, and currently serves as Chairman of the Company’s Audit Committee. He has been a director since 2014. The board believes that Mr. Cruger’s diverse experience in investment banking at a global financial services firm, his extensive knowledge of financial institutions and financial markets (including the New York market), his leadership roles as a director of other financial services firms, and his international business experience bring critical skills and strategic insight to the board. Based on this background and experience, the board has identified Mr. Cruger as an audit committee financial expert and as a “risk expert” on the Enterprise Risk Committee, as required for bank holding companies with assets over $50 billion under the Dodd-Frank Act, as amended.

, age 77, had served as a director of Chittenden since 1999. He is the founder and Chairman of Dwight Asset Management Company, a registered investment advisor managing over $60 billion in fixed income assets for insurance companies, stable value funds, and other institutional clients. Mr. Dwight is a former director of Old Mutual Asset Management US Holdings, Inc., a founding member of the Stable Value Investment Association and the Vermont Security Analysts Chapter. In addition, Mr. Dwight is a past trustee of St. Lawrence University and the Shelburne Museum.

In evaluating Mr. Dwight’s qualifications as a director, the board considered the contribution that his extensive expertise in the area of asset management and his considerable financial acumen has made to his board service. The board determined that he brings to his role as director a strong proficiency in the area of analyzing and evaluating both company financial statements and complex financial instruments, which enhances his service not only as a member of the board but also as a member of its Audit Committee and as Chairman of the Enterprise Risk Committee. The board determined that the diversity of perspective of the board as a whole benefits from Mr. Dwight’s extensive experience with and knowledge of the greater Burlington, Vermont market and community. The Board has identified Mr. Dwight as an audit committee financial expert.

, age 74, was the President and Chief Executive Officer of Connecticut Public Broadcasting Inc., a position he held from 1985 until his retirement in June 2019. He has been a director since 1997.

The board has concluded that it benefits from Mr. Franklin’s guidance as to the Connecticut market and the perspective that he provides by virtue of his professional background and his experience as chief executive officer of a organization. In addition, the board considered the contributions Mr. Franklin has made to the board by virtue of his experience as a director of the Bank and later People’s United, and as a member of the Company’s board Committees. He is a member of the Audit and Enterprise Risk Committees. The Board has identified Mr. Franklin as an audit committee financial expert.

, age 79, was employed as Executive Vice President of Aquarion Company, a diversified water management company, from 1995 until her retirement in March 2005. Ms. Hansen served as Aquarion’s

Treasurer and Chief Financial Officer from 1992 through 1999. Aquarion was, until its acquisition by Kelda Group, plc in 2000, a publicly-held company listed on the New York Stock Exchange. Ms. Hansen was President and Chief Executive Officer of Aquarion’s principal operating subsidiary, Aquarion Water Company, from 2000 to 2003. She served in a variety of other financial positions during her career with Aquarion in addition to the positions specifically noted above.

In determining Ms. Hansen’s qualifications for the position of director, and her contributions to the board’s overall mix of skills and attributes, the board noted that Ms. Hansen’s financial background, her knowledge of our Connecticut market and her past experience as Treasurer and Chief Financial Officer of a publicly-held company and as former director and member of the audit committee of Pennichuck Corporation enhance her contribution to the Board’s Committees.

, age 62, was Americas Financial Institutions Group, Investment Banking, at Credit Suisse Securities (USA) LLC, a diversified financial services firm, until May 2011. Her group covered banks, insurance companies, specialty finance, asset management and financial technology institutions. From 1991 to September 2008, Ms. McAllister was employed by Lehman Brothers, Inc., where she held a variety of executive positions, including Managing Director and of the depository institutions and Debt Capital Markets groups. Ms. McAllister began her career as a commercial banker in 1981 at Bankers Trust. She graduated from the University of Virginia with a degree in Economics.

In evaluating Ms. McAllister’s qualifications as a director, the board noted that she is a seasoned business executive with 30 years of banking experience including deep knowledge of the capital markets and significant experience in financial services. In addition, Ms. McAllister is a fifth-generation native New Yorker with strong working knowledge of the New York market, an area of increasing importance to our business. The Board has identified Ms. McAllister as an audit committee financial expertand as a “risk expert” on the Enterprise Risk Committee, as required for bank holding companies with assets over $50 billion under the Dodd-Frank Act, as amended.

, age 76, became a member of the board of directors effective January 1, 2008 immediately following completion of the merger of Chittenden into People’s United. Mr. Richards had served as a director of

The board has determined that by virtue of his background in insurance-related financial services, Mr. Richards provides the board with an important perspective, especially with respect to the Bank’s commercial banking division. The board also considered that Mr. Richards has extensive experience in our Vermont market with more than 20 years’ experience as a director of a public company and director of a financial services organization, having formerly served as a director of Vermont Financial Services Corporation (parent of Vermont National Bank) from 1988 to 1999, and Chittenden (parent of multiple banks) from 1999 until Chittenden’s merger into People’s United effective January 1, 2008.

, age 66, joined People’s United as an executive officer and member of the board of directors on March 16, 2011. He currently serves as Senior Executive Vice President of Corporate Development and Strategic Planning. In addition, during 2011-2014, Mr. Walters served as Chief Financial Officer. Prior to joining People’s United, he was a Senior Executive Vice President and director of Santander Holdings USA, Inc. Previously, Mr. Walters held various senior executive positions with Chittenden Corporation from 1996-2008; Northeast Federal Corporation (including Chairman, President, and CEO) from 1989-1995; and CalFed, Inc. from 1984-1989. He began his career with Coopers & Lybrand and is a member of the American Institute of CPAs as well as the California Society of CPAs. Mr. Walters is also actively involved in several philanthropic activities among which are AngelFlight and ImproveCareNow. Mr. Walters holds a Bachelor of Science in Accounting from the University of Southern California.

Mr. Walters has worked in the banking industry for more than 35 years, much of it in the Northeast. This experience and his former position as our chief financial officer are significant factors in the board’s evaluation of Mr. Walters’ qualifications for service as a director.

, age 56, is Executive Vice President, Chief Credit Officer, responsible for oversight and management of enterprise-wide credit risk activities. Mr. Barry has more than 25 years’ experience in managing risk and growing businesses for community-centric financial services companies. Mr. Barry joined People’s United in 2020. Before joining People’s United, Mr. Barry was the Chief Credit Officer at KeyCorp where he was responsible for all credit risk activities, including oversight of a $175 billion portfolio. He joined Key from First Niagara where he was the Chief Risk Officer, and played an integral role in the acquisition and integration

of First Niagara into Key. Prior to that, he spent more than a decade at Citizens Financial Group with roles of increasing responsibility, including President of the Connecticut market, and most recently as Chief Credit Officer, managing a $65 billion portfolio of middle market, small business, commercial real estate and several specialty businesses. Mr. Barry received a Bachelors degree in Finance from Bentley University and an M.B.A. from Babson College’s F.W. Olin Graduate School of Business.

, age 47, is Executive Vice President, General Counsel and Corporate Secretary. She joined the Company in September, 2018 and is responsible for the direction and management of the legal operations, ESG and legislative affairs. Ms. Berner has spent nearly half of her career as a General Counsel to full-service regional banks. She previously served as General Counsel and Corporate Secretary of First Niagara Bank until it was acquired by KeyCorp in 2016. Following the acquisition, she served as Deputy General Counsel and Assistant Corporate Secretary until joining the Company in 2018. Ms. Berner holds a bachelor’s degree, M.B.A. and Juris Doctor from the State University of New York Buffalo. She is a member of the New York bar and Authorized Counsel in Connecticut.

, age 58, joined the Company as Executive Vice President, Head of Wealth Management in January 2020. In this position, he is responsible for strategic oversight and management of the Bank’s Wealth Management Groups, including People’s United Advisors—the registered investment advisor of People’s United Bank—and Private Banking and Institutional Asset Management. Mr. Boardman brings more than 30 years’ experience to People’s United at large banks and financial institutions. Prior to joining People’s United, Mr. Boardman was Executive Vice President, Head of U.S. Wealth Management for HSBC. Prior to that, he served as Chief Executive Officer of Chase Wealth Management, and before that, in similar senior leadership roles at U.S. Bank and Charles Schwab. Mr. Boardman received a B.A. in Economics from Middlebury College and earned his M.B.A. from Columbia University.

, age 63, is Executive Vice President, Chief Marketing Officer. He is responsible for the strategic positioning of the Company and overseeing enterprise-wide marketing, digital and social media, customer research, data analytics, our website www.peoples.com and corporate communications. Mr. Herron has over 30 years of experience in marketing positions. He joined People’s United Bank in 2016 from BB&T Corporation, in Winston-Salem, NC where he last served as Executive Vice President, Enterprise Sales Manager. At BB&T, he was chiefly responsible for sales and service processes, marketing analytics and marketing automation. Mr. Herron received a B.S. in Business Administration, Marketing from East Carolina University.

, age 58, is Senior Executive Vice President, Retail Banking. She is responsible for our branch network and residential and consumer lending areas as well as for ensuring the overall customer experience. From 2004 until April 2014, she served as senior vice president for Customer Relationship Development in the Retail and Business Banking division, where she developed, implemented and managed the strategy to drive the expansion and retention of profitable customer relationships. Ms. Longobardi joined People’s United in 1991. Ms. Longobardi holds a B.S. in Finance from the University of Illinois.

, age 66, has been a Senior Executive Vice President and Chief Human Resources Officer since October 2009 and is responsible for all human resources functions. Prior to joining People’s United, Mr. Norton was a Senior Vice President, Human Resources at The New York Times Co. since 2006. For more than five years prior to that date, Mr. Norton was employed as the Executive Vice President, Human Resources by Starwood Hotels and Resorts. He holds a B.A. in Business Administration from Michigan State University and completed the Advanced Management Program at Northwestern University.

, age 61, has been a Senior Executive Vice President and Chief Administrative Officer since May 2011. He has oversight of Information Technology, Project Management, Information Security, Operations and eBusiness, Business Services and Real Estate Services. Mr. Powlus, who joined People’s United in 2008, previously served as Executive Vice President and Chief Administrative Officer since September 2010. Before joining the Company, he served as Director of Information Technology for Chittenden Corporation. Mr. Powlus received his M.B.A. and bachelor’s degree from the University of Vermont.

, age 62, is Executive Vice President and Chief Risk Officer since 2018. He is responsible for overall risk management, including the compliance, loan review and operational risk functions. Most recently, Mr. Roberts was the Chief Auditor at People’s United, the role he held since joining the company in 2012. Prior to joining People’s United, he spent 27 years at Citigroup. There, he held roles as Managing Director and Chief Auditor in multiple division and global roles that included: Global Consumer Businesses, Global Compliance/AML, Global Basel Capital Management, and Global Audit In addition, Mr. Roberts held domestic and international roles in consumer business management, regulatory compliance, credit loan review, credit, risk management and operational Mr. Roberts is a graduate of Gettysburg College where he received his bachelor of science in Accounting.

, age 60, is Senior Executive Vice President and Chief Financial Officer (CFO). Mr. Rosato has been CFO of People’s United Bank since April 2014 and CFO of People’s United Financial, Inc. since January 2015. Mr. Rosato joined People’s United in 2007 as Senior Vice President and Treasurer responsible for all treasury functions including interest-rate risk management and modeling, fixed income portfolio management, derivative activities, capital management, as well as wholesale funding and liquidity. Prior to joining People’s United, he was Treasurer at Webster Financial Corp. Mr. Rosato earned both his M.B.A. and a bachelor’s degree in business and economics from The University of Maryland and is a Chartered Financial Analyst.

, age 59, is President of People’s United Financial, Inc. He joined People’s United in February 2010 and served as Senior Executive Vice President, Commercial Banking until he was promoted to President in May 2018. As President, he has responsibility for Commercial Banking, Retail Banking and Wealth Management. Prior to joining People’s United, Mr. Tengel was an Executive Vice President at PNC Financial Services Group since January 2009 and previously at National City Corporation. Mr. Tengel holds a bachelor’s degree from Marquette University and received his M.B.A. from Case Western Reserve University.

People’s United has adopted a Code of Ethics that applies to its Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer that conforms to the requirements of the Sarbanes-Oxley Act of 2002 and NASDAQ listing standards. The text of the Code of Ethics is available on People’s United’s website at www.peoples.com, under “Investor Relations—Governance Documents—Code of Ethics for Senior Financial Officers.” Information on the Company’s website is not incorporated by reference herein. The Company also has a written Code of Conduct that articulates our philosophy with respect to ethical conduct in the workplace and establishes standards for behavior, including standards with respect to compliance with laws and regulations, actual or potential conflicts of interest, fairness, insider trading, use of People’s United or customer information and public and financial disclosure. This Code of Conduct is applicable to all directors, executive officers and employees of People’s United. We will disclose within four business days any substantive amendments to or waivers from the Code of Ethics granted to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website as set forth above rather than by filing a Current Report on Form In the case of a waiver of our Code of Conduct for an executive officer or a director, the required disclosure also will be made available on our website within four business days of the date of such waiver.

Despite all of the challenges caused by the pandemic and the pending merger of the Company with and into M&T Bank Corporation, the Company had strong financial performance. Our executives’ compensation is closely aligned with our performance, and our incentive compensation payouts for 2021 reflected our performance over the past year. Please refer to the section titled for more information on the incentive compensation decisions made for 2021 performance.

Funding for organization-wide payouts under the Short-Term Incentive Plan (“STIP”) for 2021 was based on the achievement against a operating EPS goal of $1.17. With an operating EPS result of $1.48, the incentive payout pool was calculated at 150%.

For more information on this and the STIP decisions for the Named Executive Officers, please refer to section .

On January 19, 2022, the Compensation Committee reviewed the performance against the performance metrics, and approved the funding described below in the table. The funding for performance shares for the 2019-2021 performance period was based on the Company’s achievement against goals for Net Income, Return on Average Tangible Common Equity (ROATCE), and relative Total Shareholder Return (TSR) over the performance period. The performance metrics used were:

A majority of each senior executive’s target compensation is at risk. Actual compensation is dependent on company-wide and individual performance.

The portion of our senior executives’ compensation is appropriately balanced to encourage them to consider the impact their decisions have over both short and long-term time horizons.

We have adopted guidelines for stock ownership by our senior executive officers. See “Stock Ownership Guidelines for Directors and Executive Officers” for more detail.

Our short and long-term incentive plans allow us to recoup incentive compensation paid to an executive if circumstances warrant. We have adopted an incentive clawback policy aligned with proposed SEC regulations.

Our Change in Control agreements have a “double trigger,” meaning that an executive must experience a qualifying termination event after occurrence of a change in control to receive severance benefits. In addition, there is a “double trigger” provision in our stock plan documents.

On an annual basis, the Company’s Chief Risk Officer oversees a risk assessment of the Company’s incentive compensation programs.

To ensure that the peer group continues to be a valid reference point for making executive compensation decisions, the Compensation Committee reviews the composition of the peer group annually and makes adjustments as needed. In October 2020, the company reviewed and updated the peer group for compensation decisions made in 2021.

The Compensation Committee retains an independent compensation consultant to provide expertise and information about competitive trends in the employment marketplace, including established and emerging compensation practices at other companies.

There is a minimum of at least vesting of all awards with no exceptions other than a Change in Control, death/disability or a maximum 5% award

The payout of dividends or dividend equivalents is now subject to the same vesting and performance conditions of the underlying award.

There are no excise tax on change in control benefits.

We do not have any employment agreements with any of our senior executives.

We do not grant discounted stock options, and we do not reprice or backdate stock options. Repricing through substitution of awards is specifically prohibited.

Our Insider Trading Policy prohibits directors, officers and employees from engaging in any hedging activity involving our securities or from pledging our securities as collateral for margin purchases or a loan.

 The Compensation Committee of our Board of Directors is responsible for overseeing and making recommendations to the independent members of the Board of Directors with respect to the compensation of the named executive officers, including the Chief Executive Officer. As part of these duties, the members of the Committee perform the following activities:

The principal components of executive compensation packages consist of: base salary; annual cash bonus (also called the STIP Bonus); and long-term incentives. We call the combination of these components “direct compensation.” For each named executive officer, a significant percentage of direct compensation is meaning it will generally be earned or increase in value when the named executive officer and we are successful in ways that are aligned with and support shareholder interests. elements of compensation may have no value or may be worth less than the target value if applicable performance goals are not fully attained or the price of the common stock declines or remains flat after the date the compensation is awarded. compensation includes all components of direct compensation other than base salary.

evaluated in relation to benchmark data derived from information reported in publicly-available proxy statements or from market survey data. The companies, which are the source of the benchmark data, may be different for the Chief Executive Officer and for the other named executive officers, due to differences in the availability of reliable data for comparable executive positions below the Chief Executive Officer level. As discussed below under the heading “,” the Committee uses the benchmark data as a primary reference point when setting the Chief Executive Officer’s target compensation, and as a reference point when setting the target compensation for the other named executive officers. Except in unusual circumstances, the committee sets target compensation at levels that are competitive with the benchmark data.

The annual process of assembling target compensation packages for the named executive officers is forward-looking in nature. Actual performance over the applicable measurement period may exceed or fall short of the targets, and the common stock may be worth more or less in the future compared to valuations used in formulating equity-based awards. This means that when compensation is actually received by a named executive officer, it may be worth more or less to the executive than was expected at the time the award was initially made. This applies to forms of compensation paid out in cash or shares, realized from the exercise of stock options, or sale of shares after vesting.

The amount realized by named executive officers from awards granted in prior years is not taken into account by the Committee in the process of setting target compensation for the current year. The Compensation Committee believes that doing so would be inconsistent with the underlying reasons for the use of compensation. If current year awards were increased to make up for below-target performance in prior years or decreased to account for above-target performance in prior years, the link between performance and reward

Named executive officers receive a variety of fringe benefits as compensation. Some of these are available to a broad range of employees, while others are limited to senior and executive officers. Fringe benefits for the named executive officers include: medical, dental and vision coverage (shared cost); health and dependent care spending accounts; group life insurance coverage; short- and long-term disability insurance coverage; financial planning and tax preparation services; and an automobile allowance and reimbursement of operating expenses. Certain executives who do not reside permanently in the Bridgeport, Connecticut area are provided with local housing at our expense.

Retirement benefits represent an important source of compensation to the named executive officers. As with fringe benefits, some forms of retirement benefits are available to a broad range of employees, while others are limited to senior and executive officers who meet specified eligibility criteria. Retirement benefits are provided through the People’s United Bank, N.A 401(k) Employee Savings Plan (401(k) Plan); the Employee Stock Ownership Plan of People’s United Financial, Inc. (ESOP); and the People’s United Bank, N.A. Savings and Retirement Plan. The 401(k) Plan and the ESOP are plans available to all qualifying employees. Mr. Barnes and Mr. Powlus are entitled to benefits under the former Chittenden Corporation Pension Account Plan. Benefits under this plan were frozen as of December 31, 2005. As set forth below, the Chittenden Corporation Pension Account Plan was merged into the People’s United Bank, N.A. Employees’ Retirement Plan as of October 1, 2018. Additional information about these plans can be found in the discussion following in the table headed “Pension Benefits.”

Decisions about direct compensation are made without reference to other elements of compensation. Fringe benefits and retirement benefits are not specifically tailored for the named executive officers and are provided under programs that provide similar benefits to employees.

Each year, the Compensation Committee establishes one or more prospective company-wide performance targets for use in making funding determinations that affect payment of STIP Bonuses and performance share awards. Actual performance is evaluated against the target performance measures after the close of the performance period to which the measures apply. The results of that comparison are used to calculate the level of funding available to pay STIP Bonuses and performance shares awarded for the applicable performance period.

For the STIP Bonus, the target performance measures are objective measures that reflect our operating results for the year for which the target is established. The Committee has historically sought to ensure that attainment of the target performance measure is challenging yet achievable. When establishing a performance target in relation to results of operations, the Committee seeks to establish a target based on operating results derived from sources that are reasonably predictable and stable. Therefore, the Committee often specifies a target operating measure (such as earnings per share, or EPS) that is based on results from continuing operations. After the conclusion of the fiscal year, the Chief Executive Officer may suggest that the Committee consider additional adjustments to the target operational measures which are designed to eliminate the effects of extraordinary or unusual events. Some events for which these kinds of adjustments are made may occur from time to time, but are nevertheless considered to be extraneous to the conduct of normal banking business. The Committee is not required to adopt the Chief Executive Officer’s recommendations. For any given year, the Committee may decide to establish performance measures in addition to or in place of operationally-based measures. For 2021, the Committee established a STIP funding performance target based on EPS. The EPS performance measure established by the Committee differs from EPS as reported under U.S. generally accepted accounting principles (GAAP) because it excludes the effects of certain items. For 2021, this measure was identical to “operating EPS” as reported by us from time to time during 2021 and in January 2022. With respect to performance measures and targets discussed on the STIP and performance shares in this Compensation Discussion and Analysis, please see the section at page 26 of our 2021 Annual Report on Financial Measures and Reconciliation to GAAP) for more information.

Stock option grants, restricted stock grants and performance share grants are effective as of the grant date, and options are priced at fair market value on the date of grant. The grant date is the date the equity awards are approved for issuance by the independent members of the Board of Directors, acting on recommendations made to them by the Compensation Committee. We define “fair market value” as the average of the high and low price of the common stock on the grant date or, if the grant date is not a day when the stock market is open, on the most recent day for which trading data is reported by the market. Equity grants are made to named executive officers during the normal annual compensation-setting cycle and may be made at other times under the circumstances described below.

The Committee will generally make compensation decisions and recommendations whenever a current employee is promoted to executive officer status, or a new executive officer is hired. The Committee may depart from the compensation guidelines it would normally follow for executives in the case of outside hires.

The Committee is responsible for reviewing our actual performance against performance targets established in prior periods. The evaluation of performance in relation to those targets is essential to determining the extent to which cash bonuses and performance shares are paid to named executive officers. For more information about these performance targets and how they are used, see “” above.

For the performance share awards, the amount actually paid out is dependent on the Company’s actual performance against the performance targets. If the Company achieves target performance on one of the measures, the result for that measure is 100%. Company performance below threshold for a given performance measure results in a zero payout for that measure, and performance at the threshold results in a 50% payout for the measure. If the Company achieves performance above maximum, the result is a 150% payout for the measure. The combined result on all the measures results in an overall funding percentage. To calculate the number of performance shares that vest for each named executive officer, the funding percentage is multiplied by the number of performance shares awarded.

At the 2021 annual meeting, our shareholders approved the compensation of our named executive officers as presented in the proxy statement for that meeting, with approximately 88% of the votes cast in favor of approval. The Committee will continue to monitor and review our compensation policies in light of evolving corporate governance standards and the results of periodic “say on pay” votes by shareholders. It will consider revisions to compensation policies when, in the Compensation Committee’s judgment, doing so would be consistent with the achievement of long-term success and the enhancement of shareholder value.

The Compensation Committee took a variety of actions in early 2021 that affected executive compensation for the year. These actions are described in greater detail below under the headings “;” “;” and “ Early in 2022, the Compensation Committee evaluated the performance of People’s United against the target performance measures established in early 2021 and took other actions relating to calculation of actual payments for the STIP Bonus based on 2021 performance.

In October 2020, the Company updated the composition of the CEO peer group to be used in 2021 for benchmarking the CEO’s compensation package. This same peer group, with certain modifications, was also used as a comparison reference in developing the 2021 compensation packages for other executive officers. The Company used the following criteria to compile an initial list of banks to consider for inclusion in the peer group:

 In February 2021, the Compensation Committee recommended, and the independent members of the Board of Directors approved, the various components of the annual compensation packages for the Chief Executive Officer and other named executive officers. Additional information regarding base salary, stock options, and restricted stock grants are included in the detailed compensation tables elsewhere. Information about the STIP Bonus target amounts is included in this discussion.

STIP Bonus targets were established for each named executive officer as a percentage of his base salary. The actual amount to be paid out to each named executive officer will be determined in part based on our financial performance for the year and in part based on the other factors discussed above under the heading .” The amount paid out will not exceed 200% of the target amount. See “” below for a discussion of the amounts paid out to the named executive officers pursuant to these awards.

The Compensation Committee established Mr. Barnes’ STIP Bonus target at the amount shown in part based on market practice and trends, and in part to achieve the desired mix between base compensation and compensation. The Committee established the STIP Bonus target amounts for each other named executive officer at the levels shown in part based on market practice and trends, and in part to achieve the desired mix between base compensation and compensation.

The Committee followed a philosophy of emphasizing the components of direct compensation for executive officers. The following table illustrates the mix of each named executive officer’s target compensation for 2021, with each component expressed as a percentage of the officer’s total direct compensation:

Additional information about these performance shares, restricted shares and options is contained in the Summary Compensation Table and the table headed “” and accompanying discussion, all of which appear below. Stock options will have no value unless the market value of our common stock is higher than the exercise price of the options. The actual value realized upon the exercise of stock options will depend on the market value of our stock at the time of exercise, and the actual value realized by each named executive officer from performance and restricted shares will depend on the market value of our stock at the time he chooses to sell such shares.

In March 2021, the Compensation Committee established the performance targets for purposes of determining actual payouts for the 2021 STIP Bonus. The Committee specified a

performance target equal to budgeted EPS from continuing operations for the year, or $1.17. The EPS measure established by the Committee differs from EPS as reported under U.S generally accepted accounting principles because it excludes the effects of certain items.

With respect to performance share awards, the Compensation Committee determined that the funding for performance shares for the 2019-2021 performance period would be based on the company’s achievement against goals for Net Income, Return on Average Tangible Common Equity (ROATCE), and relative Total Shareholder Return (TSR). Each metric was weighted equally. The Committee believed that the selection of these three metrics was an appropriate balance between an income metric, a return metric, and a relative metric. After selecting the metrics, the Committee began the process of establishing the performance targets for Net Income and ROATCE. In February 2019, the Committee established the performance targets for Net Income growth and ROATCE. The target for Net Income over the 2019-2021 period was 6%, and the target for ROATCE was 11%. The target for relative TSR was established at the 50 percentile of the peer group.

In connection with the 2021 year-end assessment, the Compensation Committee evaluated our actual performance during 2021 against the STIP performance target established in March 2021. For 2021, EPS from continuing operations was $1.48 representing approximately 127% of the performance target established by the Committee at the beginning of 2021. This resulted in a calculated STIP payout pool of 150%.

Additional information about STIP Bonus awards is contained in the table headed “” below. STIP Bonus payouts for 2021 are included in the column headed Incentive Plan Compensation” in the Summary Compensation Table below, and in the explanatory text following that table.

The Compensation Committee assessed the Company’s performance from 2019 to 2021 against the performance share metrics established in 2019. The average annual change in Net Income over that period was 11%, which was above the maximum of the performance share funding range. For ROATCE, the average annual return was 14%, which was at the maximum. The Company performed at the 31 percentile of the peer group, which was above the threshold. Based on these results, management recommended, and the Compensation Committee approved funding for the performance shares granted in 2019 at 123%. The payout of the performance shares is calculated by multiplying the funding level or percentage by the number of performance shares awarded in 2019. Each of the named executive officers received performance shares under the 2014 Long-Term Incentive Plan, and based on the funding, each earned 123% of the shares granted in 2019, as follows, which shares vested on March 1, 2022.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of SEC Regulation with management. Based upon such review and discussion, the Compensation Committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this Amendment No. 1 on Form for the year ended December 31, 2021.

The following table sets forth a summary for the last fiscal year of the cash and compensation paid or awarded to our principal executive officer and principal financial officer, and our three most highly compensated executive officers other than the principal executive officer and principal financial officer who were serving as executive officers at the end of the 2021 fiscal year (the NEOs).

Amounts shown in the “Stock Awards” column reflect the aggregate grant date fair value of the awards for 2021, 2020 and 2019, computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“FASB ASC”) Topic 718 without taking into account estimated forfeitures. Stock awards are generally valued at the average of the high and low stock price on the grant date. The value attributed to stock allocated pursuant to the Employee Stock Ownership Plan, which we call the ESOP, is based on the closing price of our common stock on the date the allocation was made. The assumptions made when calculating the amounts are found in Note 20 (Stock-Based Compensation Plans) to our Consolidated Financial Statements in our Annual Report on Form for the year ended December 31, 2021. The terms of the 2021 stock awards are summarized under “Compensation Discussion and Analysis—Compensation Program Changes for 2021” above. With respect to the performance shares granted in 2021, the number of shares to be issued upon vesting will range from 50% to 150% of the target award amount (or zero for performance below threshold) based on the Company’s performance over a three-year performance period compared to target performance on three performance measures: (i) average annual percentage change in the Company’s net income (Net Income), (ii) annual return on average tangible common equity (ROATCE), and (iii) the Company’s relative total shareholder return compared to our peer group’s total shareholder return (TSR), each weighted (33/%). The grant date value of the performance shares was computed in accordance with FASB ASC Topic 718 based on the probable outcome of the three performance measures as of the grant date. Assuming the highest level of performance is achieved over the performance period, the grant date fair value of the Net Income and ROATCE weighted awards would be: Mr. Barnes—$1,545,176; Mr. Powlus—$295,505; Mr. Rosato—$293,090; Mr. Tengel—$382,538; Mr. Walters—$272,822. As the shares that vest according to TSR are subject to market conditions as defined under FASB ASC Topic 718, they have no maximum grant date fair values that differ from the fair values as presented in the table. For more information on stock awards made to the named executive officers during 2021, see the table in this section entitled “.”

Amounts shown in the “Option Awards” column reflect the aggregate grant date fair value of the awards for 2021, 2020 and 2019, computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification FASB ASC Topic 718 without taking into account estimated forfeitures. The assumptions made when calculating the amounts are also found in Note 20 (Stock-Based Compensation Plans) to our Consolidated Financial Statements in our Annual Report on Form for the year ended December 31, 2021. The terms of the 2021 option awards are summarized under “Compensation Discussion and Analysis—Compensation Program Changes for 2021” above. All options granted were granted pursuant to the 2014 Long-Term Incentive Plan.

The amounts shown in the Incentive Plan Compensation” column for 2021 reflect the STIP bonus payments made to the named executive officers with respect to performance in 2021.

Direct flights between Bridgeport, Connecticut and Burlington, Vermont (or nearby airports if necessary due to weather conditions or other considerations) and other destinations were taken into account in determining the value attributed to the use of the company-owned airplane. Certain flights between Bridgeport, Connecticut, Burlington, Vermont and other destinations were also considered where the principal purpose associated with the flight was not business related. The cost of each trip on which Mr. Barnes, Mr. Powlus or Mr. Walters was a passenger was divided by the number of our employees on the same flight for purposes of determining the amount attributable to each of them for such trips. Fixed costs such as the monthly third-party management fee associated with the airplane were excluded in making this calculation.

Additional items shown as “All Other Compensation” for 2021 include: employer matching contributions and credits to the 401(k) Employee Savings Plan and the Savings and Retirement Plan (Mr. Barnes, $95,059; Mr. Powlus, $37,743; Mr. Rosato, $37,434; Mr. Tengel, $25,109; and Mr. Walters, $40,435); employer retirement contributions and credits to the 401(k) Employee Savings Plan and the Savings and Retirement Plan (Mr. Barnes, $71,294; Mr. Powlus, $28,308; Mr. Rosato, $47,043; Mr. Tengel, $35,436; and Mr. Walters, $30,326); life insurance premiums ($551 for each named executive officer); the employer-paid portion of medical and/or dental insurance premiums ($12,643 for Mr. Barnes; $8,845 for Mr. Powlus; $15,617 for Mr. Rosato; $12,669 for Mr. Tengel; and $12,643 for Mr. Walters); and for Mr. Powlus, tax payments of $5,305 with respect to the local housing expenses paid on his behalf.

The employer retirement credits made to the Savings and Retirement Plan were made in 2022 with respect to services rendered during 2021 and, accordingly, are reflected in the table entitled Deferred Compensation” appearing elsewhere in this section.

For purposes of this table, the grant date fair value of stock awards is generally equal to the number of shares awarded multiplied by the fair value of the shares as determined pursuant to the applicable plan. For stock allocated pursuant to the ESOP, the fair value is assumed to be equal to the closing price of the common stock on the date the shares were allocated to participants’ accounts. The grant date fair value of options is determined using the Black-Scholes option pricing model with the assumptions set forth in the text following the Summary Compensation Table for the specified grant date. The grant date value of the performance shares was computed in accordance with FASB ASC Topic 718 using the assumptions discussed in Note 19 of our 2021 Annual Report on Form