LETTER FROM OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER

On behalf of the Board of Directors of People’s United Financial, Inc., I cordially invite you to attend our 2020 annual meeting of shareholders at 850 Main Street, Bridgeport, Connecticut on Thursday, May 21, 2020 at 10:00 a.m. You may attend the annual meeting and vote your shares either in person (see the section in the proxy materials entitled, “Attending the Annual Meeting”), or remotely, via the online virtual meeting at www.virtualshareholdermeeting.com/PBCT2020 by using the multi-digit Control Number included in your proxy materials. The accompanying proxy statement details the actions on which you are asked to vote at the annual meeting. Please read it carefully.

Whether or not you choose to join us at the annual meeting in person or through the virtual meeting, it is important that your shares are represented and voted at the meeting. I urge you to vote your proxy which you can do electronically online, by telephone or by mail. If you choose to vote by mail, please complete, sign and date the proxy card and return it promptly in the postage-paid envelope to ensure that your shares are represented. Returning the proxy card or voting by telephone or online does not prevent you from attending the meeting,

in person or virtually, and to vote your shares in the same manner for the matters to be acted upon at the meeting. If you have any questions about your proxy card, voting procedures or other matters set forth in the proxy statement, please feel free to call our Investor Relations department at 203-338-7228.

On behalf of our Board of Directors, our management team and all of our employees, I want to thank you for your investment in People’s United Financial, Inc. and the continued opportunity to work for you.

Sincerely,

John P. Barnes

Chairman of the Board and Chief Executive Officer

April 6, 2020

2019 Performance Highlights

2019 was another noteworthy year as we acquired two banks and a specialty finance company, enhanced our suite of banking technology and strengthened core capabilities. As a result, we continued to build the earnings power of the franchise as evidenced by net income of $520 million, an increase of 11% from a year ago, and the highest level in the Company’s history. On a per common share basis, net income was $1.27. Operating earnings of $552 million, which exclude merger-related expenses and other non-recurring items, were up 20% from the prior year. Operating earnings per common share of $1.39 increased for the tenth consecutive year.⁽¹⁾ Other financial highlights include:

Governance Highlights

Compensation Highlights

Our compensation program is based on pay for performance principles and designed to reward the named executive officers based on their level of management responsibility, the ability to direct employees toward the achievement of corporate goals and individual contribution and performance. Key features include:

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of People’s United Financial, Inc. (“People’s United”) will be held on Thursday, May 21, 2020, at 10:00 a.m. local time at (i) 850 Main Street, Bridgeport, Connecticut and (ii) remotely, as a virtual meeting at www.virtualshareholdermeeting.com/PBCT2020, for the following purposes:

We have fixed the close of business on March 27, 2020 as the record date for determination of shareholders entitled to notice of, and to vote at, the 2020 annual meeting or at any adjournment or postponement thereof. Record holders of People’s United common stock as of the record date are entitled to vote at the annual meeting.

A list of the holders of People’s United common stock entitled to vote at the annual meeting will be available for inspection on request by any People’s United shareholder for any purpose germane to the annual meeting at our headquarters, located at 850 Main Street, Bridgeport,

Connecticut 06604, during normal business hours beginning no later than ten days prior to the date of the annual meeting and continuing through the date of the annual meeting.

If you wish to attend the annual meeting in person, please read “Attending the Annual Meeting” later in the Proxy Statement for information about what you will have to bring with you in order to be admitted to the meeting.

If you plan to attend the virtual meeting, to participate you must access the virtual meeting at www.virtualshareholdermeeting.com/PBCT2020 and use the multi-digit Control Number provided with your proxy materials.

We urge you to complete and return promptly the accompanying proxy, whether or not you plan to attend the annual meeting. You may cast your vote electronically online, by telephone or instead by mail if you so choose.

By Order of the Board of Directors

Kristy Berner, Secretary

Bridgeport, Connecticut

April 6, 2020

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders
to Be Held on May 21, 2020: This Proxy Statement and our Annual Report are available free of charge at
www.proxyvote.com.

People’s United Financial, Inc. • 850 Main Street, P.O. Box 1580 • Bridgeport, Connecticut 06601-1580 • 203-338-7171

General

We are furnishing this proxy statement to our shareholders in connection with the solicitation of proxies by our board of directors for use at the 2020 annual meeting of shareholders to be held on Thursday, May 21, 2020 at 10:00 a.m. local time (i) at 850 Main Street, Bridgeport, Connecticut and (ii) remotely, as a virtual meeting at www.virtualshareholdermeeting.com/PBCT2020. You must access the virtual meeting at www.virtualshareholdermeeting.com/PBCT2020 and use the multi-digit Control Number provided with your proxy materials to participate and submit questions. At the 2020 annual meeting, holders of our common stock, $0.01 par value per share, will be asked to elect eleven directors; to cast a non-binding advisory vote to approve the compensation of our named executive officers as disclosed in this proxy statement; to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2020; and to act on any other proposal that may properly come before the annual meeting or any adjournment or postponement thereof.

We are furnishing this proxy statement and the enclosed form of proxy to our shareholders beginning on or about April 6, 2020.

Proxies

The accompanying form of proxy is for use at the 2020 annual meeting if you are unable to attend in person (at the meeting address or at the virtual meeting online), or wish to have your shares voted by proxy even if you do attend the meeting. Instead of completing the accompanying form of proxy, you may cast a vote electronically or by telephone, by following the instructions printed on the proxy card.

We will bear the entire cost of soliciting proxies. In addition to the solicitation of proxies by mail, we will request banks, brokers and other record holders to send proxies and proxy material to the beneficial owners of our stock and secure their voting instructions, if necessary. We will reimburse those record holders for their reasonable expenses in doing so. We may also use our regular employees, who will not be specially compensated, to solicit proxies from shareholders, either personally or by telephone, facsimile, other electronic means, or special or express delivery letter.

Record Date and Voting Rights

The board of directors has fixed March 27, 2020 as the record date for determining our shareholders entitled to notice of, and to vote at, the 2020 annual meeting. Only holders of record of shares of common stock at the close of

business on that date are entitled to notice of, and to vote at, the annual meeting. On the record date, there were approximately 23,000 holders of record of our common stock and 424,661,552 shares of our common stock outstanding.

Quorum Requirements

Shares representing a majority of the votes entitled to be cast must be present in person (at the physical address or at the virtual meeting online) or by proxy at the annual meeting in order for a quorum to be present. Shares of common stock present but not voting, and shares for which proxies have been received but with respect to which holders of such shares have abstained, will be counted as present for purposes of determining the presence or absence of a quorum for the transaction of business at the annual meeting. Shares represented by proxies returned by a bank or broker holding such shares in nominee or “street” name will be counted for purposes

of determining whether a quorum exists, even if those shares are not voted on matters where discretionary voting by the broker is not allowed (known as broker non-votes).

Votes Required to Adopt Proposals

Each share of common stock entitles a holder of record on the record date to one vote on each matter to be presented at the annual meeting, and all such shares vote together as a single class. The voting requirements for each matter presented are as follows:

Effect of Abstentions and Broker Non-Votes

Abstentions and broker non-votes will have no effect on the outcome of voting for any of the proposals presented.

Voting by Shareholders of Record

If you held your People’s United shares directly through our transfer agent, Computershare, as of the record date, you can vote your shares using any of the following methods:

Voting by Other Shareholders

If you held your People’s United shares through a bank or broker (known as “beneficial ownership”), you will receive instructions directly from your bank or broker telling you how you can vote your shares. You can also vote your shares in person at the annual meeting, but you will need to ask your bank or broker to give you a “legal proxy” in order to do so. The voting instruction form you receive from your bank or broker is not a legal proxy. Please see “Attending the Annual Meeting” for the requirements you will have to follow if you plan to come to the annual meeting.

You can revoke a vote cast by proxy at any time before the proxy is exercised. If you are a shareholder of record, you can do so by submitting to our corporate secretary a written notice of revocation or a properly executed proxy bearing a later date, by casting a subsequent vote by telephone or electronically online, or by attending the meeting and voting in person, or online at www.virtualshareholdermeeting.com/PBCT/2020 any time before voting is closed at the annual meeting. Attendance at the annual meeting will not in and of itself constitute revocation of a proxy or other previously cast vote. You should address any written notices of revocation and other communications with respect to the revocation of proxies to: People’s United Financial, Inc., 850 Main Street, Bridgeport, Connecticut 06604, Attention: Corporate Secretary.

If you are not a shareholder of record, the materials sent to you by your bank or broker will tell you how you can

change your voting instructions. If you wish to change your vote by voting your shares in person at the annual meeting, you will need to ask your bank or broker to give you a “legal proxy” in order to do so.

All shares of common stock represented by properly submitted proxies received pursuant to this solicitation, and not subsequently revoked, will be voted at the annual meeting in the manner specified by the shareholder submitting the proxy. If no specification is made, the proxies will be voted “for” the election of each of the nominees for director identified in this proxy statement; “for” the advisory vote to approve the compensation of our named executive officers as disclosed in this proxy statement; “for” ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2020; and in the discretion of the proxy holders, as to any other matter that may properly come before the annual meeting.

If you plan to attend the annual meeting in person, you will need to bring a form of official photo ID (such as a driver’s license), along with either your Notice, proxy card or other proof of stock ownership with you to the meeting. If you are a beneficial owner but not a shareholder of record, you must present both a form of official photo ID and proof of ownership consisting of a bank or brokerage account statement.

We may refuse admission to anyone who is not a shareholder or does not comply with these requirements.

If you plan to attend the virtual meeting, you must access the virtual meeting at www.virtualshareholdermeeting.com/PBCT2020 and use the multi-digit Control Number provided with your proxy materials to participate and submit questions.

SEC rules and regulations permit “householding,” meaning that we are allowed to deliver only one copy of the Notice or Annual Report on Form 10-K, notice of annual meeting and proxy statement to two or more shareholders who share an address. If you previously consented to householding, you will receive one copy of the Notice or Annual Report on Form 10-K, notice of annual meeting and proxy statement for all residents who own shares of our common stock. If you wish to revoke your consent to householding and receive a separate copy of the Notice or Annual Report on Form 10-K, notice of annual meeting and proxy statement, you may direct your request to Broadridge by calling 1-866-540-7095 or by writing to People’s United Financial, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If you wish to

request extra copies of our Annual Report on Form 10-K or proxy statement free of charge or if you are a shareholder of record who receives multiple copies of the Notice or Annual Report on Form 10-K, notice of annual meeting and proxy statement, and you would prefer to receive only one copy of these materials per household, please send your request to Investor Relations, People’s United Financial, Inc., 850 Main Street, 15^th Floor, Bridgeport, CT 06604 or call Investor Relations with your request at 203-338-7228. If you hold your shares through a bank or broker and are receiving multiple copies of the Notice or Annual Report on Form 10-K, notice of annual meeting and proxy statement, you may be able to request householding by contacting your bank or broker.

This proxy statement and our 2019 Annual Report on Form 10-K are available at www.proxyvote.com. Instead of receiving copies of our future Annual Report on Form 10-K, proxy statements, proxy cards and, when applicable, Notices, by mail, we encourage you to elect to receive an email that will provide electronic links to our proxy materials and also will give you an electronic link to the proxy voting site. Choosing to receive your future proxy

materials online will save us the cost of producing and mailing the proxy materials or Notices to you and help conserve natural resources. You may sign up for electronic delivery by visiting http://enroll.icsdelivery.com/PBCT. If you have agreed to electronic delivery of proxy materials, but wish to receive printed copies, please contact our Investor Relations department at the phone number or address provided above.

Our certificate of incorporation provides for the annual election of directors for one-year terms expiring at the next annual meeting. Our certificate of incorporation provides that there will be between five and fifteen members of the Board of Directors, as fixed by resolution of the Board. The Board currently consists of twelve members. The Board of directors has resolved that there will be eleven members of the Board following the 2020 annual meeting. Therefore, at the annual meeting, eleven directors will be elected to serve for one-year terms. Each incumbent director other than Mr. Bottomley has been nominated for re-election. Mr. Bottomley will not stand for re-election after his current term ends on May 21, 2020. Each nominee has consented to being named in this proxy statement and to serve as a director if elected. Directors elected at the annual meeting will serve until their respective successors have been elected and qualified. The persons named in the proxy intend to vote shares under the authority granted by the

proxy for the election of all nominees named below. If any of the nominees should be unable to serve, the persons named in the proxy will use their discretion in voting the shares represented by such proxies.

		The board of directors recommends that shareholders vote “FOR” the election of each of the nominees listed below.

Certain information concerning the continuing nominees for election, including ages as of March 1, 2020 and the business experience of each during the past five years, is set forth below. Information regarding each director’s length of service as a director includes such person’s term of service as a director of the Bank, if he or she was elected prior to 2007.

Meetings of the Board of Directors and its Committees

During 2019, our Board of Directors held 11 meetings. Each director attended more than 75% of the aggregate of (a) the total number of meetings of the board held while he or she was a director and (b) the total number of meetings held by all committees of the Board on which he or she served.

The Board of Directors encourages all directors to attend the annual meeting of shareholders. All twelve of the individuals serving as directors at the time of the 2019 annual meeting of shareholders attended that meeting.

Board of Directors Committees

Board Committee Structure. After thorough review, in March 2019, our Board of Directors made the following significant changes to the Board committee structure effective with the April 2019 Board and committee meetings. First, the Board disbanded the Treasury and Finance Committee and assigned its oversight of asset-liability management to the ERC. Second, the Board separated the Compensation, Nominating and Governance Committee into two Board committees, a Compensation Committee and a Nominating and Corporate Governance Committee (NCGC), thereby assigning compensation oversight and nominating and corporate governance oversight to separate committees. As part of the changes to the Board committee structure in March 2019, the former Loan Review and Trust Committees of the Bank were also disbanded and their oversight roles assigned to the Audit Committee and the ERC. Our Board believes these changes reduce the duplication of oversight efforts and enhance its ability to focus on important compensation and corporate governance matters. The charter of each of the four committees is posted on our website (www.peoples.com) under the heading “Investor Relations—Corporate Governance—Board Committee Structure.” All directors of the Board of the Company are also directors of the Board of the Bank.

Prior to these changes, the Board had four standing committees through March 2019 including the former Compensation, Nominating and Governance Committee (CNGC), a single committee that oversaw certain compensation-related decisions made in January and February 2019 which are disclosed below in the “Compensation Discussion and Analysis” section of this proxy statement. Except as otherwise stated as to compensation-related decisions made in January and February 2019 by the former CNGC, all references to the Board committees in this proxy statement are to the current committee structure in place since April 2019.

Audit Committee. The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. Each member of the Audit Committee is “independent,” as that term is defined in Rule 5605(a)(2) of the listing standards of The Nasdaq Stock Market. Each member of the Audit Committee also satisfies the more stringent definition of independence required for members of audit committees generally, as set forth in Rule 5605(c)(2)(A) of the listing standards of The Nasdaq Stock Market. The Audit Committee is responsible for monitoring our accounting practices and internal controls, including the supervision of an annual audit of our financial statements by independent registered public accountants.

Our Board of Directors has adopted a written charter for the Audit Committee, including provisions recognizing the specific audit committee responsibilities imposed by the Sarbanes-Oxley Act of 2002, Securities and Exchange Commission rules implementing that Act, and the listing standards of The Nasdaq Stock Market.

In 2019, the Board also determined that all members of the Audit Committee met the requirements of an “Audit Committee Financial Expert,” as that term is defined under Section 407 of the Sarbanes Oxley Act of 2002 and the applicable regulations adopted by the Securities and Exchange Commission.

Compensation Committee. The Compensation Committee assists the Board to: (i) oversee compensation programs offered by People’s United; (ii) oversee plans and programs for the CEO and executive officers, (iii) the management and implementation of People’s United’s principal employee benefit plans and human resource policies; and (iv) undertake other duties related to People’s United’s human resource function. The Committee coordinates its oversight of incentive compensation risk with the ERC, which oversees the enterprise-wide risk management process for People’s United. In addition, the Committee’s role with respect to oversight of compensation matters is to oversee and monitor management’s implementation of People’s United’s compensation strategy and policies. Management is responsible for establishing and maintaining effective compensation practices that are consistent with the Company’s compensation strategy, policies and risk appetite.

The Committee consists of three independent directors. In 2019, the Board determined that each member of this Committee is “independent,” as that term is defined in Rule 5605(a)(2) of the listing standards of The Nasdaq Stock Market. Each member of the Committee also satisfies the

more stringent standards for members of compensation committees generally, as set forth in Rule 5605(d)(2)(A) of the listing standards of The Nasdaq Stock Market.

The Compensation Committee engages an independent compensation consultant to assist it in the annual compensation process. The consultant is retained by and reports to the Committee. The consultant provides expertise and information about competitive trends in the employment marketplace, including established and emerging compensation practices at other companies. The consultant also provides survey data, assists in assembling relevant comparison groups for various purposes, and establishing benchmarks for particular components of core compensation from the survey and comparison group data. The Committee engaged the firm of Willis Towers Watson to serve as its independent compensation consultant during 2019.

Management may engage one or more consultants to provide additional information, advice, and professional services related to other aspects of the compensation and benefits function. These consultants work primarily with management but may also communicate directly with the Committee. The consultant engaged to assist the Committee in the annual compensation process may also be engaged to perform some of these additional services. We paid Willis Towers Watson $11,413 for services other than those relating to executive and director compensation in 2019.

The Committee has adopted a policy requiring that the terms of engagement of the compensation consultant be set forth in an annual engagement agreement, with such agreement to set forth the scope of work to be undertaken in connection with matters relating to executive compensation. The engagement agreement also requires the compensation consultant to provide periodic reports to the Committee of any work performed by the consultant for us or any of our affiliates, other than work relating to executive compensation. The purpose of this policy is to ensure that the Committee maintains an appropriate level of control over the compensation consultant and its activities on our behalf. Willis Towers Watson’s work on our behalf and on behalf of the Committee has not raised any conflicts of interest.

The sections below entitled “Director Compensation” and “Compensation Discussion and Analysis” include a description of the Committee’s processes and procedures for the consideration and determination of director and executive compensation matters, including the roles of the independent compensation consultant and management in those processes and procedures.

Compensation Committee Interlocks and Insider Participation. The Compensation Committee of our board of directors is composed solely of individuals who are neither officers nor employees of People’s United, or any of our direct or indirect subsidiaries. During the fiscal year ended December 31, 2019, there were no interlocks, as defined under the rules and regulations of the Securities and Exchange Commission, between members of the Compensation Committee or our executive officers and entities with which such persons are affiliated.

Enterprise Risk Committee. The ERC assists the Board of directors in its oversight of management’s implementation of our enterprise-wide risk management process, makes recommendations to the board concerning risk appetite and tolerance, and assesses our corporate strategy in light of our risk tolerance. More information about the ERC can be found in this proxy under the section titled “Corporate Governance—Board Leadership Structure—Board’s Role in Risk Oversight.”

In 2019, the Board determined that the ERC has at least one member who meets the standard set forth in Part 252, Subpart D of Regulation YY as having “experience in identifying, assessing and managing risk exposures of large, complex financial firms” to qualify as a “risk management expert” within the meaning of applicable regulations. Each member of the ERC is also “independent” as that term is defined by applicable NASDAQ listing standards.

Nominating and Corporate Governance Committee. The NCGC of the Board of Directors of the Company assists the Board with the composition, organization, function and evaluation of the Board, including the recruitment and recommendation of director nominees and review of the independence, expertise and performance of the members of the Board and its committees. This Committee also assists in the implementation of corporate governance principles applicable to the Board and the Company. In addition, the NCGC also oversees the Company’s policies and practices on significant issues of corporate social responsibility, including sustainability, diversity, community and governmental relations, charitable and political contributions, and community development and reinvestment act activities. The Committee consists of three independent Company directors. In 2019, the Board determined that all of the NCGC members meet the independence standards imposed by the NASDAQ listing requirements.

Director Nominations

Our certificate of incorporation and bylaws provide that nominations of candidates for election as directors may be made only by the board of directors or by a shareholder of record.

Shareholders of record may nominate candidates by following the nomination provisions specified in our certificate of incorporation and our bylaws. Shareholders may submit nominations in writing to People’s United Financial, Inc., 850 Main Street, Bridgeport, Connecticut 06604, Attention: Corporate Secretary, between 90 and 120 days in advance of the next annual meeting at which directors will be elected or, if directors are to be elected at a special meeting of shareholders held for that purpose, no later than the close of business on the seventh day following the earlier of (i) the date on which notice of the special meeting was first given to shareholders, or (ii) the date on which a public announcement of that meeting was first made. Each shareholder nomination must contain the information required by our certificate of incorporation and bylaws including: the name and address of the shareholder of record who intends to appear in person or by proxy to make the nomination; the name and address of

each person being nominated; a description of all arrangements or understandings between the shareholder submitting the nomination and each nominee and any other person (including the name of such person) concerning the nomination to be made by the shareholder; such other information regarding each nominee proposed by such shareholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; and the consent of each prospective nominee to serve as a director if elected.

Role of Nominating and Corporate Governance Committee. The NCGC identifies possible candidates for board service and is charged with responsibility for evaluating proposed nominations, including those proposed by shareholders. The Committee selects those nominees who will be presented for election by the shareholders, or appointment by the board of directors in the case of vacancies arising between annual meetings.

Identification of Proposed Nominees. Prospective candidates for election to the board of directors can be identified in several ways. First, any current member of the

board whose term is expiring and who has indicated his or her willingness to stand for re-election is automatically considered to have been proposed as a possible candidate.

Second, prospective candidates for board service may be identified by members of the NCGC through informal recommendations from other members of the board or other parties. The Committee may retain the services of a search firm to assist it in identifying appropriate candidates for board service. Finally, we have in the past, and may in the future, appoint one or more members of the board of an acquired institution to our board.

Evaluation of Proposed Nominees. The NCGC has established minimum qualifications for board service which are applied to all potential candidates, including current board members proposed for re-election. The Committee will not nominate any person for election to the board of directors if, in the opinion of the Committee:

In addition to the minimum qualifications outlined above, in evaluating proposed nominees, the NCGC will consider the following factors:

Within this general framework, the weight given by the NCGC and by each Committee member to any particular factor may differ. For example, the evaluation process for a current board member being considered for re-election will focus on the individual’s personal qualities and skills, as reflected in his or her actual performance as a director. The NCGC evaluation of a candidate proposed to be newly-elected to the board might give greater weight to the individual’s professional qualifications in light of the mix of professional qualifications found within the board as a whole.

The NCGC would expect to follow a somewhat different process for evaluating the qualifications of a candidate who is a current board member proposed for re-election or is proposed for appointment to the board in the context of an acquisition, compared to the process it would follow in the case of a newly-identified candidate. In the case of current board members proposed for re-election, a more in-depth evaluation would have been performed at the time the individual was first proposed for election. Additionally, the NCGC has personal knowledge of the individual’s strengths and weaknesses as a board member, and does not need to solicit information from third parties or conduct interviews.

The evaluation process for directors appointed to the board in the context of an acquisition would also be simpler than the process for evaluating candidates recommended by other board members or shareholders, because we may be contractually obligated to select a candidate from among the members of the board of the entity being acquired. In this instance, the evaluation process consists of reviewing information about the professional and business experience of board members who have expressed an interest in the position. Potential candidates will also meet with the Lead Director of the board and the Chairman and Chief Executive Officer. The NCGC then makes its selection based on feedback provided by the Lead Director and Chairman and Chief Executive Officer and based on Committee members’

meetings with a candidate, and its evaluation of the candidates’ qualifications and personal qualities, based on the factors outlined above.

The NCGC seeks candidates who will bring a diversity of perspective and life experience to their board service, and it does not restrict its definition of diversity to any particular personal attribute, such as race or gender. The Committee has taken this approach because it recognizes that there are a

myriad of personal characteristics, including not only race and gender but also attributes such as physical disability, national origin, geographic location, socio-economic background, professional experience, religious affiliation and prior military service that may contribute to an individual’s diversity of perspective. The NCGC’s definition of diversity is broadly defined, and therefore, it does not have a policy requiring consideration of any particular personal attribute or attributes in evaluating the qualifications of potential candidates.

Board Leadership Structure;

Board’s Role in Risk Oversight

Leadership Structure. Our Board’s leadership structure is designed to promote Board effectiveness and to appropriately allocate authority and responsibility between Board and management. Our Board is committed to maintaining strong, independent Board and Committee leadership and objective oversight of management. The Board has an independent Lead Director with a meaningful role, currently ten independent directors, and a strong independent committee structure. The Board and its Committees each meet in executive session on a regular basis without the presence of management, all independent Board members have complete access to management and outside advisors, and each standing committee of the Board is chaired by an independent director. Our independent directors have extensive leadership and governance experience, and many have significant public company experience.

In 2018, the Board elected Mr. Barnes as the Company’s Chairman and Chief Executive Officer. The Board believes that the Company has been well-served by Mr. Barnes’ combined role as Chairman and Chief Executive Officer, and is in our shareholders’ best interests. Mr. Barnes’ combined leadership role allows him to set the overall tone and direction for the Company, maintain consistency in the internal and external communication of our strategic and business priorities, and have primary responsibility for managing the Company’s operations.

The Board annually evaluates the Company’s leadership structure to assess whether it remains appropriate for the Company. In the Company’s succession planning, the Board will continue to assess the best interests and needs of the Company and our shareholders, and maintain the flexibility to separate or combine the Chairman and Chief Executive Officer roles.

Lead Director Responsibilities. In our consideration of combining the role of Chief Executive Officer with that of Chairman of the Board, and our discussions between our directors regarding their views on Board leadership and independent oversight, we have confirmed that a steady, independent Lead Director is important. Our Board believes that good corporate governance requires having a Lead Director assume a formal board leadership role with strong and clearly-defined duties and responsibilities. In this regard, within the Corporate Governance Principles, the Board has adopted a role statement for the position of Lead Director with the following duties:

Mr. Carter has served as the independent Lead Director of our Board since June 2018. He previously served as non-executive chairman of the Board from 2008 until June 2018. Mr. Carter has developed, during his many years of service to the Company, a unique long-term perspective and insight into our operations, as well as a thorough understanding of our business lines and an expertise in banking. Given this extensive experience, the independent members of the Board find that he is the best choice to serve as the Company’s independent Lead Director.

Board’s Role in Risk Oversight. Given the importance of the Bank’s operations and the possible impact on us of risks associated with Bank activities, we and the Bank have adopted an integrated risk management oversight structure designed to ensure that all significant risks are actively monitored by the board or a board-level committee.

Role of the Enterprise Risk Committee. The Enterprise Risk Committee (ERC) of the Board has been established to assist the board in fulfilling its responsibility to oversee our enterprise risk management (ERM) framework and associated policies and practices. The ERC has been assigned authority to oversee management’s implementation of our risk management process; to make recommendations to the full board concerning risk appetite; and to assess our corporate strategy in light of our risk appetite. The Enterprise Risk Committee’s role is to oversee and monitor management’s implementation of our risk-management process; management is responsible for establishing and maintaining an effective risk management framework.

The ERC is chaired by an independent director, John K. Dwight. The primary responsibilities of the ERC include: (i) approving and overseeing our ERM policy; (ii) ongoing monitoring of information demonstrating our administration of established ERM policy; (iii) evaluating the adequacy and effectiveness of our ERM framework; (iv) monitoring the activities of the Chief Risk Officer and the Executive Risk Oversight Committee (EROC), a management-level committee comprised of senior executives including the Chief Executive Officer and Chief Financial Officer; and (v) reviewing information provided by management and the Compensation Committee concerning the integration of risk management and control objectives into management goals and our compensation structure.

The ERC also has responsibility to review management’s assessments concerning specific risks, including: credit risk; price/interest rate risk; liquidity risk; incentive compensation risk; reputation risk; strategic risk; operational risk; compliance and regulatory risk; risk related to mergers and acquisitions (including risks associated with the due diligence process and integration risk); fiduciary risk and technology risk. The ERC will also receive additional updates and progress reports concerning the management of risks that contain elements that, in the opinion of management and/or the Committee, warrant an additional level of management reporting and oversight. The ERC has responsibility for oversight of our operational risks. These include risks arising from fraud, error, or the inability to deliver products or services and

manage information. It also monitors risk mitigation processes related to information and physical security, business continuity and compliance.

Our Chief Risk Officer is the head of the Risk Management division and is the individual designated by the board to administer our ERM program. Primary responsibilities of the Chief Risk Officer include: (i) formulation of our risk appetite statement and framework; (ii) establishment of appropriate processes to ensure that deviations from risk appetite triggers and limits are identified, reported to executive management and the Enterprise Risk Committee, and corrective action is taken in a timely manner; (iii) development and implementation of our ERM program framework; (iv) establishment, implementation and administration of certain risk management policies; and (v) ensuring appropriate communication of and training with respect to risk management-related topics. The Chief Risk Officer monitors compliance with the triggers and limits established in the risk appetite statement on an ongoing basis, reporting quarterly to EROC and the Enterprise Risk Committee concerning compliance with these parameters. In the event a risk appetite trigger or limit is breached (even if the breach is subsequently corrected), or it is apparent that the trigger or limit level is being approached, the Chief Risk Officer reports the matter to EROC and the ERC at the next scheduled meeting of each group (or sooner, if deemed appropriate by the Chief Risk Officer) and, working with the applicable business unit, develops an action plan to address the matter. The action plan is presented for approval by EROC and the ERC at the next scheduled meeting of the applicable committee.

We maintain policies and procedures for the reporting by employees of risk-related issues, violations or breaches to a senior member of the Risk Management division, and for the escalation of such matters to the Chief Risk Officer. Under our Code of Conduct, any employee who in good faith reports an issue is entitled to protection against retaliation for reporting the issue.

In addition to the ERC’s general risk oversight role, responsibility for detailed oversight of specific types of risks has been delegated as follows:

Price/Interest Rate/Liquidity Risks. The ERC has been charged with overseeing management of our interest rate, liquidity, currency price and similar market risks. In fulfilling its responsibilities, the ERC oversees the implementation of our asset-liability management policies and activities undertaken in connection with such policies. The ERC monitors our liquidity positions and liquidity risk

management activities, interest rate risk management process and overall interest rate risk profile, the sensitivity of earnings under varying interest rate scenarios and considers the risks associated with potential changes in market interest rates. It also monitors economic and interest rate trends with a view toward limiting any potential adverse impact on our earnings.

The ERC oversees our investment activities to ensure compliance with both regulatory requirements and applicable policy. It reviews significant financial risk exposures in our investment and derivatives portfolios, and the steps management is taking to monitor and control such exposures. It also monitors management of our treasury functions by the Treasury group, including: management of our securities portfolio; short-term investments and securities purchased under agreements to resell; wholesale borrowings; and in general our overall funds management processes. The Treasury group acts as the centralized funding center for all business segments, which includes managing interest rate risk through the use of derivative financial instruments.

Credit Risk. The ERC oversees and monitors risk related to the Bank’s lending activities. Among other things, it reviews and approves lending strategies and policies; approves asset quality standards with respect to all lending areas (including standards for loan concentrations); and monitors concentrations of credit by product, industry and geographic area. The ERC approves appropriate general underwriting policies with respect to all lending areas, monitors adherence to such policies and approves credit policies. It also monitors asset quality trends, reviews classified loans, charge-offs and delinquencies, and approves strategies and policies regarding the acquisition, management and disposition of foreclosed property.

Internal Control Risk. In addition to its oversight of all aspects of our annual independent audit and the preparation of our financial statements, the Audit Committee has been assigned responsibility for oversight of risks associated with internal controls, legal risks, compliance with applicable laws and regulations, ensuring the establishment and implementation of codes of conduct and overseeing responses to reports of examination.

Risks Associated with Compensation Programs. The Compensation Committee has responsibility for oversight of our various compensation programs. As part of its duties, the Compensation Committee is responsible for evaluating whether any of these programs contain features that promote excessive risk-taking by employees, either individually or as a group. In addition, the ERC will review

management’s assessment of risks posed by incentive compensation programs.

Communications with the Board

Shareholders who wish to communicate with the Board of Directors or with individual members of the Board may address correspondence to the board or to a director, c/o Corporate Secretary, People’s United Financial, Inc., 850 Main Street, Bridgeport, CT 06604. The Corporate Secretary will review all correspondence addressed to the board or to a director, and will handle each item in accordance with procedures that have been approved by the independent directors.

The policies described in this section do not apply to shareholder proposals made pursuant to Securities and Exchange Commission Rule 14a-8, or to communications relating to those shareholder proposals.

Governance Principles and Related Matters

Corporate Governance Principles. The board of directors has adopted a formal statement of governance principles as a summary of the board’s philosophy and expectations with respect to our corporate governance process. This document and each of the other codes, policies and statements described below are available in the Investor Relations section of our website at www.peoples.com under the heading “Investor Relations—Corporate Governance—Governance Documents.”

Code of Conduct. The Company has a written Code of Conduct which 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 other employees of People’s United. Additionally, we have adopted a Code of Ethics for Senior Financial Officers that supplements the more general Code of Conduct and conforms to the requirements of the Sarbanes-Oxley Act of 2002 and NASDAQ listing standards. 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 8-K. 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.

Insider Trading Policy. The Company maintains an Insider Trading Policy that applies to all directors, executive officers and other employees of the Company. The policy is designed to prevent insider trading or allegations of insider trading, and to protect the Company’s reputation for integrity and ethical conduct.

Prohibition on Hedging and Pledging. 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.

Director Independence. The Board has expressed the intent that a substantial majority of board members shall at all times qualify as “independent” under NASDAQ listing standards. The Board annually considers the independence of each member of the board, and has determined that all but two of the Company’s directors are independent for purposes of applicable NASDAQ rules.

Director Tenure. The Board has not established limits on the number of terms that may be served by a director because it believes our best interests are served when it is represented by individuals who have developed, over time, valuable insight into our operations and businesses. Our

Board is currently comprised of twelve directors and, following the 2020 annual meeting, if the nominees are elected, the board will be comprised of eleven directors, nine of whom are independent. Of those eleven directors, there is a mix of years of service and tenure with the Company between longer-tenured directors, directors who have served for less than nine years and more recently elected directors. We believe this mixed composition of board tenure and Committee leadership is in the best interests of the Company and shareholders because it balances appropriate levels of experience and knowledge of our businesses, with continuity and stability over business cycles, while also providing for newer perspectives and contributions.

Director Resignation Policy. The Board has adopted a policy requiring any candidate for re-election as a director to tender his or her resignation if he or she is not elected by a majority of the votes cast by shareholders in an uncontested election.

Incentive Compensation Clawback Policy. The Board has adopted a policy requiring each current and former executive officer to forfeit any erroneously awarded incentive-based compensation received during the three completed fiscal years preceding the date on which the Company is required to prepare an accounting restatement due to the material non-compliance of the Company with any financial reporting requirement under the federal securities laws.

Retainer fees for the former Loan Review and Trust Committees of the Board of the Bank held in 2019 before April were paid by the Bank pursuant to the fee schedule listed in our 2019 proxy statement. All other fees were paid by the Company. However, no separate compensation was paid to a director of the Bank who attends a board meeting that is held jointly with a board meeting of People’s United and who is compensated for that meeting.

As noted above, non-employee directors also receive director equity compensation in the form of our common stock under the People’s United Financial, Inc. Directors’ Equity Compensation Plan. Each director who is not an employee is granted an annual award of shares of our common stock based on a target dollar value of $95,000. These grants are made immediately following each annual meeting of shareholders. A person appointed as a director between annual meetings is eligible for a full or partial grant of an annual award at the time of his or her appointment, in the discretion of the Compensation Committee. No stock options may be granted pursuant to the Directors’ Equity Compensation Plan. A total of 333,981 shares remained available for issuance as stock grants pursuant to this Plan as of March 31, 2020. Information about vesting requirements applicable to shares awarded pursuant to this Plan appear in

the text following the table headed “Directors’ Equity Compensation Plan” appearing below.

Non-employee directors may also receive compensation in the form of stock awards and stock options under the 2014 Long-Term Incentive Plan, as amended and restated in 2017 (hereinafter the “2014 Long-Term Incentive Plan”) and from time to time thereafter. The board of directors does not intend to make recurring grants under this Plan to non-employee directors, or otherwise to use this Plan as a routine source of equity compensation for directors. No grants were made to directors in 2019 under this Plan.

Cash dividends payable with respect to shares of common stock issued to directors under the Directors’ Equity Compensation Plan and, when applicable, under the 2014 Long-Term Incentive Plan are paid in the same amount and at the same time as dividends are paid to shareholders generally. Stock dividends, stock splits and similar transactions will have the same effect on shares of stock issued pursuant to the Directors’ Equity Compensation Plan and, when applicable, under the 2014 Long-Term Incentive Plan as on all other outstanding shares of our common stock.

Information about shares awarded under equity compensation plans in 2019 or in prior years that had not vested as of December 31, 2019 is as follows (values determined by reference to the $16.90 closing price of our common stock on December 31, 2019):

Directors’ Equity Compensation Plan

Shares of common stock issued under this plan become vested on the earliest to occur of (a) the first anniversary of the grant date, (b) the date of the annual meeting of shareholders in the year following the grant date, (c) the date a director’s board service terminates due to death or disability, or (d) a change in control of People’s United. These shares are not subject to any post-vesting transfer restriction period. As of March 31, 2020, a total of 58,340 shares issued pursuant to the Directors’ Equity Compensation Plan remained unvested.

No stock or stock option grants were made in 2019 to non-employee directors under any other equity compensation plan maintained by the Company. No shares awarded to directors under any other equity compensation plan in prior years remain unvested.

Prior to 2008, Messrs. Dwight and Richards deferred a portion of their director compensation pursuant to a non-qualified deferred compensation plan maintained by Chittenden for the benefit of its directors. We assumed responsibility for this plan in 2008. Account balances for Messrs. Dwight and Richards under this plan are deemed invested in shares of our common stock, and future distributions from the plan will be made to Messrs. Dwight and Richards in the form of shares of our common stock rather than in cash. For the period from January 1, 2019 through December 31, 2019, the value of Mr. Dwight’s and Mr. Richards’ accounts under this plan increased by $208,758 and $102,505, respectively. The change in value during the year reflects the effect of scheduled distributions made to Mr. Richards from the plan during 2019, changes in the market price of our stock and the effect of the deemed reinvestment of dividends paid on an equivalent number of shares of our stock.

Stock Ownership Guidelines. We have adopted guidelines for stock ownership by directors in order to encourage members of the Board to increase their ownership of our common stock over time. Under the guidelines, directors with at least five years of board service are expected to own shares of the Company’s common stock with an aggregate value of at least $400,000. The stock ownership of all members of the Board of Directors with at least five years of service was in compliance with applicable guidelines as of December 31, 2019. Ms. Chwick joined the Board in September 2017 and has not yet reached five years of board service.

We have also adopted guidelines for stock ownership by our senior executive officers. The Chief

Executive Officer is expected to own shares valued at five times his base salary, while the other senior executive officers are expected to own shares valued at three times base salary. Compliance with these guidelines is expected to be achieved within a five-year phase-in period from the date of an executive’s promotion or hire. The stock ownership of all senior executive officers with at least five years of service from their promotion or hire was in compliance with applicable guidelines as of December 31, 2019. Messrs. Berey, Herron and Roberts were promoted to senior executive officers in May 2018 and have not yet reached five years of service in those positions. Ms. Berner and Mr. Boardman joined the Company in September 2018 and January 2020, respectively, and have not yet reached five years of service from hire.

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than 10% of our common stock, to file initial reports of ownership and reports of changes in ownership of the common stock with the Securities and Exchange Commission. Based solely on a review of the reporting forms we received, and written representations that no other reports were required, we believe that during 2019 all reports that were required to be filed under Section 16(a) were filed on a timely basis except for the two noted below.

One report for former executive officer Galan G. Daukas concerning one transaction was filed two days late in March 2019 due to an inadvertent administrative error. One report for executive officer David K. Norton concerning a single transaction was filed late in January 2020 due to an inadvertent delay in reporting the sale in December 2019.

We engage in banking transactions (including loans and other extensions of credit) in the ordinary course of business with various business organizations with which certain of our directors or executive officers are affiliated as officers, partners, members and shareholders. We also extend credit to our directors and executive officers and to members of their immediate families to the extent permitted under applicable laws and regulations. Such transactions 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 loans with persons not affiliated with us, and do not involve more than the normal risk of collectability or present other unfavorable features.

From time to time, we may engage in transactions other than those described in the preceding paragraph and in which a director, executive officer or family member has or may have a direct or indirect material interest. We maintain a written related party transaction policy that specifies the standards for review and approval of these types of transactions. The policy requires the affected director or executive officer and the business unit or department leader responsible for a proposed transaction of this type to notify our General Counsel as soon as possible after becoming aware that such a transaction is being proposed. If our General Counsel determines that the proposed transaction is a reportable related party transaction for purposes of the policy, she will bring it to the attention of the NCGC for its review and consideration. The Committee will evaluate the transaction based on all of the relevant facts and circumstances, including: the potential benefits to us, the potential impact on a director’s independence (where applicable), the availability of other sources for

comparable products or services, the terms of the proposed transaction and the terms that would be available to unrelated third parties, and whether the proposed transaction would pose an improper conflict of interest for the affected director or executive officer. The NCGC may decide to refer the matter for consideration by the full board. No member of the Committee, or of the board in the case of a referral, may participate in the review or consideration of any transaction in which he or she may have an interest.

In the event a related party transaction has occurred but has not been previously approved in accordance with the policy, the transaction will also be submitted by the NCGC for its review. If the transaction is ongoing, the NCGC will evaluate all available options, including ratification, amendment or termination of the transaction. If the transaction has been completed, the NCGC will determine whether additional action is necessary and will request our General Counsel to investigate the reasons why the transaction was not previously submitted to the Committee for approval.

Our related party transaction policy supplements our other policies such as those designed to ensure compliance with Federal Reserve Regulation O, which governs lending to directors, executive officers and other insiders.

Except as described in the first paragraph of this section, during 2019 we did not engage in any transactions with any person or entity under circumstances where the director, executive officer or family member had a direct or indirect material interest in the transaction.

Named Executive Officers

Executive Summary.

Our compensation program is based on pay for performance principles and designed to reward the named executive officers based on their level of management responsibility, the ability to direct employees toward the achievement of corporate goals and individual contribution and performance. Key features include: