35 WESTERN NEW ENGLAND BANCORP, INC. WESTFIELD FINANCIAL, INC.
141 Elm Street
Westfield, Massachusetts 01085
(413) 568-1911 PROXY STATEMENT
FOR THE 20152020 ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 14, 201512, 2020 INFORMATION ABOUT THE ANNUAL MEETING General Westfield Financial,Western New England Bancorp, Inc., a Massachusetts-chartered stock holding company, is registered as a savings and loan holding company with the Federal Reserve Board and owns all of the capital stock of Westfield Bank. As used in this proxy statement, “we,” “us,” “our” and “Company” refer to Western New England Bancorp, Inc., and/or its subsidiaries, depending on the context. Our common stock is listed on The NASDAQ Global Select Market (“NASDAQ”) under the symbol “WFD.“WNEB.” As used in this proxy statement, “we,” “us,” “our” and “Company” refer to Westfield Financial, Inc. and/or its subsidiaries, depending on the context. The term “Annual Meeting,” as used in this proxy statement, means the 2015 annual meeting2020 Annual Meeting of shareholders and includes any adjournment or postponement of suchofsuch meeting.
We have sent you this proxy statement and the proxy card because our Board of Directors (the “Board”) is soliciting your proxy to vote at the Annual Meeting. This proxy statement summarizes the information you will need to know to cast an informed vote at the Annual Meeting. You do not need to attend the Annual Meeting to vote your shares. You may vote by proxy over the telephone, Internetinternet or by mail, and your votes will be cast for you at the Annual Meeting. This process is described below in the section entitled “Votingentitled“Voting Procedures.” We made available this proxy statement, the Notice of Annual Meeting of Shareholders and the proxy card on or about April 2, 2015,aboutApril 1, 2020, to all shareholders of record entitled to vote. If you owned our common stock as of the close of business on March 19, 2015,16, 2020, the record date, you are entitled to vote at the AnnualtheAnnual Meeting. Notice Regarding the Availability of Proxy Materials Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the Internet.internet. Accordingly, we are sending an Important NoticeRegarding the Availability of Proxy Materials (the(the “Notice”) to our shareholders of record. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internetinternet or to request a printed copy may be found in theinthe Notice. We intend to mail the Notice on or about April 2, 2015 to all shareholders of record entitled to vote at the Annual Meeting. Obtaining a Copy of the Proxy Statement and Annual Report on Form 10-K A copy of the proxy statement and our Annual Report on Form 10-K for the year ended December 31, 20142019, (without exhibits) will be provided free of charge, upon request, to any registered or beneficial owner of common stock entitled to vote at the Annual Meeting.If you want to receive a paper or e-mail copy of the proxy statement or annual report,Annual Report, please choose one offollow the following methods to makeinstructions provided with your request: | — | By Internet:www.proxyvote.com |
| — | By Telephone: 1-800-579-1639 |
| — | By E-mail: sendmaterial@proxyvote.com |
proxy materials and on your proxy card or voterinstruction form. If requesting materials by e-mail, please send a blank e-mail with the Control Number that is printed on the Notice in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 30, 201528, 2020, to facilitate timelyfacilitatetimely delivery. The SEC also maintains a website atwww.sec.gov that contains reports, proxy statements and other information regarding registrants, including theincludingthe Company. Voting Rights
Who Can Vote at the Annual Meeting? Only shareholders of record as of the close of business on March 19, 2015,16, 2020, will be entitled to vote at the Annual Meeting. OnMeeting.On this record date, there were 18,754,27225,681,922 shares of common stock outstanding and entitled toentitledto vote. If on March 19, 2015,16, 2020, your shares were registered directly in your name with our transfer agent, Registrar and Transfer Company,Computershare, then you are a shareholder of record. As a shareholder of record, you may vote in person at the Annual Meeting or vote byvoteby proxy. The number of shares you own (and may vote) is listed at the top of the back of the proxy card. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy over the telephone, Internet or by mail as instructed below to ensure your vote is counted.2
Voting Procedures You may either vote “For”For all the nominees to the Board or you may “Withhold” your vote for any nominee you specify. For the other matters to be voted on, you may vote “For” or “Against” or abstain from voting. The procedures for voting are asareas follows:
Shareholder of Record: Shares Registered in Your Name If you are a shareholder of record, you may (a) vote in person at the Annual Meeting or (b) vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy over the telephone, Internetinternet or by mail as instructed below to ensure your vote is counted. You may still attend the Annual Meeting and vote in person even if you have already votedvotedby proxy. •To vote in person, come to the Annual Meeting and we will give you a ballot whenyou arrive. •To vote over the telephone, dial toll-free 1-866-804-9616 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the Control Number from your Notice. Your vote must be received by proxy.11:59 P.M., Eastern Standard Time on May 11, 2020, tobe counted. | — | To vote in person, come to the Annual Meeting and we will give you a ballot when you arrive. |
| — | To vote over the telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the Control Number from your Notice. Your vote must be received by 11:59 P.M., Eastern time on May 13, 2015, to be counted. |
| — | To vote on the Internet, go towww.proxyvote.comto complete an electronic proxy card. You will be asked to provide the Control Number from your Notice. Your vote must be received by 11:59 P.M., Eastern time on May 13, 2015, to be counted. |
| — | To vote by mail, simply request a copy of the proxy statement as indicated above, which will include a proxy card and then complete, sign and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, the designated proxy holders will vote your shares as you direct. |
•To vote on the internet, go towww.AALvote.com/WNEBto complete an electronic proxy card. You will be asked to provide the Control Number from your Notice. Your vote must be received by 11:59 P.M., Eastern Standard Time on May 11, 2020, tobe counted. •To vote by mail, simply request a copy of the proxy statement as indicated above, which will include a proxy card and then complete, sign and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, the designated proxy holders will vote your shares asyou direct. If you sign the proxy card but do not make specific choices, your proxy will vote your shares “For“For” Proposals 1, 2 and 3 as set forthforth in the Notice of Annual Meetingof Shareholders. If any other matter is presented at the Annual Meeting, your proxy will vote the shares represented by all properly executed proxies on such matters as a majority of the Board determines. As of the date of this proxy statement, we know of no other matters that may be presented at the Annual Meeting, other than those listed in the Notice of Annual Meeting ofMeetingof Shareholders. Beneficial Owner: Shares Registered in the Name of Broker or Bank If on March 19, 2015,16, 2020, your shares were held not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the shareholder of record for purposes of voting at the AnnualtheAnnual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You should have received a proxy card and voting instructions with these proxy materials from that organization rather than from us. Simply complete and mail the proxy card and voting instructions to ensure that your vote is counted. Alternatively, you may vote by telephone or over the Internetinternet as instructed by your broker or bank, if applicable. To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxyaproxy form. Employee Stock Ownership Plan Each participant in our Employee Stock Ownership Plan Trust (the “ESOP”) has the right to direct First Bankers TrustTrue Integrity Fiduciary Services, Inc., as trustee of the ESOP (“First Bankers Trust”TI-Trust”), as to how to vote his or her proportionate interests in all allocated shares of common stock held in the ESOP. First Bankers TrustTI-Trust will vote any unallocated shares, as well as any allocated shares as to which no voting instructions are received, in the same proportion as the shares for which voting instructions have been received. First Bankers Trust’sTI-Trust’s duties with respect to voting the common stock in the ESOP is governed by the fiduciary provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The fiduciary provisions of ERISA may require, in certain limited circumstances, that First Bankers TrustTI-Trust override the votes of participants with respect to the common stock held by First Bankers TrustTI-Trust and to determine, in First Bankers Trust’sTI-Trust’s best judgment, how to vote the shares. Your voting instructions must be received by 11:59 P.M., Eastern Standard Time on May 5, 2020, tobe counted. 401(k) Plan Shares Each participant in our 401(k) Plan (the “401(k) Plan”) has the right to direct Delaware Charter & Trust Company, a Delaware Corporation conducting business under the trade name of The Principal Trust Company, as trustee of the 401(k) Plan (“Principal Trust”), as to how to vote his or her proportionate interests in all allocated shares of common stock held in the 401(k) Plan. Principal Trust will vote any unallocated shares, as well as any allocated shares as to which no voting instructions are received, in the same proportion as the shares for which voting instructions have been received. Principal Trust’s duties with respect to voting the common stock in the 401(k) Plan are governed by the fiduciary provisions of ERISA. The fiduciary provisions of ERISA may require, in certain limited circumstances, that Principal Trust override the votes of participants with respect to the common stock held by Principal Trust and to determine, in Principal Trust’s best judgment, how to vote the shares. Your voting instructions must be received by 11:59 P.M., Eastern Standard Time on May 5, 2020, tobe counted. Quorum Requirement A quorum is necessary to hold a valid meeting. A quorum will be present if shareholders holding at least a majority of our outstanding shares of common stock entitled to vote at the Annual Meeting are present at the Annual Meeting in person or are represented by proxy. On the record date, there were 18,754,27225,681,922 shares of common stock outstanding and entitled to vote. Thus, the holders of 9,377,13713,097,780 shares of common stock must be present in person or represented by proxy at the Annual Meeting to have ahavea quorum. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the Annual Meeting or vote by proxy over the telephone or the Internetinternet as instructed above. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present at the Annual Meeting in person or represented by proxy may adjourn the Annual Meeting to anothertoanother date. Proposals and Vote Requirements Vote Required
Proposal 1: Election of Directors. Directors will be elected by a plurality of the votes cast at the Annual Meeting by the holders of shares present in person or represented by proxy and entitled to vote on the election of directors. Plurality means that the individuals who receive the largest number of “For” votes cast are elected as directors up to the maximum number of directors to be chosen at the Annual Meeting. Abstentions and broker non-votes will not affect the outcome of the election of directors. You may not vote your shares cumulatively for the election ofelectionof directors. Proposal 2: Consideration and Approval of a Non-Binding Advisory Resolution on the Compensation of Our Named Executive Officers. The approval of the non-binding advisory resolution on the compensation of our named executive officersNamed Executive Officers will require “For” votes from a majority of the votes cast at the Annual Meeting by the holders of shares present in person or represented by proxy and entitled to vote on this proposal. Abstentions are not counted as votes cast and they will have no effect on the vote. Brokers do not have discretionary authority to vote shares on this proposal without direction from the beneficial owner. Therefore, broker non-votes will have no effect on the vote for thisforthis proposal. Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm.The ratification of WolfofWolf & Company, P.C., as our independent registered public accounting firm for the fiscal year ending December 31, 2015,2020, will require “For” votes from a majority of the votes cast at the Annual Meeting by the holders of shares present in person or represented by proxy and entitled to vote on this proposal. Abstentions and broker non-votes are not counted as votes cast and they will have no effect on theonthe vote. Effect of Broker Non-Votes “Broker non-votes”non-votes are proxies received from brokers or other nominees holding shares on behalf of their clients who have not been given specific voting instructions from their clients with respect to non-routine matters. Brokers who hold their customers’ shares in “street name” may, under the applicable rules of the exchange and other self-regulatory organizations of which the brokers are members, sign and submit proxies for such shares and may vote such shares on routine matters, which typically include the ratification of the appointment of our independent registered public accounting firm. Proposals 1 and 2 are considered “non-routine” and Proposal 3 is considered ”routine” under The NASDAQ Marketplace Rules (the “NASDAQ Listing“NASDAQListing Rules”).
If your broker returns a proxy but does not vote on a proposal, this will constitute a “brokerbroker non-vote.” A broker non-vote will have no effect on the outcome of anyofany proposal. Confidential Voting Policy We maintain a policy of keeping shareholder votes confidential. Only the Inspector of Election and certain employees of our independent tabulating agent examine the voting materials. We will not disclose your vote to management unless it is necessary to meet legalmeetlegal requirements. Revoking Your Proxy You may revoke your grant of proxy at any time before the final vote at the Annual Meeting. If you are the shareholder of record, you may revoke your proxy in any one of the following fourfollowingfour ways: •filing a written revocation of the proxy withour Secretary; | — | filing a written revocation of the proxy with our Secretary; |
•entering a new vote over the internet orby telephone; | — | entering a new vote over the Internet or by telephone; |
•attending and voting in person at the AnnualMeeting; or | — | attending and voting in person at the Annual Meeting; or |
| — | submitting another signed proxy card bearing a later date. |
•submitting another signed proxy card bearing alater date. If your shares are held by your broker, bank or another party as a nominee or agent, you should follow the instructions provided by such party in order to revoke yourrevokeyour proxy. Your personal attendance at the Annual Meeting does not revoke your proxy. Your last vote, prior to or at the Annual Meeting, is the vote that will bewillbe counted. Solicitation of Proxies We will bear the cost of solicitation of proxies, including preparation, assembly, printing and mailing of the Notice of Annual Meeting of Shareholders, the proxy card and any additional information furnished to shareholders. We have engaged Alliance Advisors as our proxy solicitor to help us solicit proxies for a fee of $15,000, plus reasonable out-of-pocket expense. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of our common stock beneficially owned by others to forward to such beneficial owners. We may reimburse persons representing beneficial owners of our common stock for their costs of forwarding solicitation materials to such beneficial owners. Original solicitation of proxies by mail may be supplemented by telephone, telegram or personal solicitation by our directors, officers or other regular employees or by a firm engaged to do the same by such individuals. No additional compensation will be paid to directors, officers or other regular employees for suchforsuch services. Submission of Shareholder Proposals and Nominations for the 2021 Annual Meeting If you wish to submit proposals to be included in our proxy statement for the 2016 annual meeting2021 Annual Meeting of shareholders (the “2016“2021 Annual Meeting”) pursuant to Rule 14a-8 (as defined below), we must receive them on or before December 5, 2015, pursuant to the proxy soliciting regulations of the SEC.2, 2020. Nothing in this paragraph shall be deemed to require us to include in our proxy statement and proxy card for the 20162021 Annual Meeting any shareholder proposal which does not meet the requirements of the SEC in effect at the time. Any such proposal will be subject to 17 C.F.R. §240.14a-8 of the Rules and Regulations promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange(the“Exchange Act”). In addition, under our Amended and Restated Bylaws (“Bylaws”), if you wish to nominate a director or bring other business before the 20162021 Annual Meeting, which is not included in the proxy statement for the 20162021 Annual Meeting, the following criteria must be met: (i) you must be a shareholder of record; (ii) you must have given timely notice in writing to our Secretary; and (iii)and(iii) your notice must contain specific information required in Article I, Section 6 of our Bylaws.Bylaws, which are on file with the SEC. These notice provisions require that nominations of persons for election to the Board and the proposal of business to be considered by the stockholders for the 2021 Annual Meeting must be received no earlier than November 2, 2020, and no later than December2, 2020. PROPOSAL 1
ELECTION OF DIRECTORS Upon the recommendation of the Nominating and Corporate Governance Committee, our Board has nominated the threefollowing individuals listed in the table below for election as directors at the Annual Meeting. All nominees have consented to being named in this proxy statement and to serve if elected. If you elect all the nominees listed below, they will hold office until the annual meetingAnnual Meeting of shareholders in 2018noted within the table below or until their successors have been elected andelectedand qualified. If any nominee is unable or does not qualify to serve, you or your proxy may vote for another nominee proposed by the Board. If for any reason these nominees prove unable or unwilling to stand for election or cease to qualify to serve as directors, the Board will nominate alternates or reduce the size of the Board to eliminate the vacancies. The Board has no reason to believe that any of the nominees would prove unable to serve if elected. There are no arrangements or understandings between us and any director, or nominee for directorship, pursuant to which such person was selected as a director ordirectoror nominee. Nominees | | | Nominees | | Term to Expire | James C. HaganLaura J. Benoit | | 20182023 | Philip R. SmithDonna J. Damon | | 20182023 | Donald A. WilliamsLisa G. McMahon | | 20182023 | Steven G. Richter | | 2023 |
Vote Required Directors are elected by a plurality of the votes cast at the Annual Meeting by the holders of shares present in person or represented by proxy and entitled to vote on the election of directors. The nominees for director who receive the most votes will be elected. If you do not vote for a nominee, or you indicate “withhold” for any nominee on your proxy card, your vote will not count “for” or “against” the nominee. You may not vote your shares cumulatively for the election of directors. For purposes of the election of directors, shares for which voting authority is withheld and broker non-votes will have no effect on the result ofthe vote. | | | ☑ | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR ALL”
THE NOMINEES FOR ELECTION AS DIRECTORS SET FORTH ABOVE. |
INFORMATION ABOUT OUR BOARD OF DIRECTORS Our Recommendation
the board unanimously recommends a vote “for” all of the nominees for election as directors.
Information About Our Board of Directors
General Our Board currently consists of 11 members. David C. Colton, Jr. will retire from the Board at the Annual Meeting. The name, age and length of service of each of our nominees and the continuing and retiring members of our Board are set forthsetforth below: | | | | | | | | | Nominees | | Age(1) | | Term
Expires | | Position(s) Held | | Director
Since(2) | Laura Benoit | | 53 | | 2020 | | Director | | 2014 | Donna J. Damon | | 61 | | 2020 | | Director | | 2011 | Lisa G. McMahon | | 61 | | 2020 | | Chairperson of the Board | | 2014 | Steven G. Richter | | 64 | | 2020 | | Director | | 2011 | | | | | | | | | | Continuing Directors | | Age(1) | | Term
Expires | | Position(s) Held | | Director
Since(2) | James C. Hagan | | 59 | | 2021 | | President, Chief Executive Officer, Director | | 2009 | William D. Masse | | 64 | | 2021 | | Director | | 2016 | Gregg F. Orlen | | 70 | | 2021 | | Director | | 2016 | Philip R. Smith | | 63 | | 2021 | | Director | | 2009 | Gary G. Fitzgerald | | 53 | | 2022 | | Director | | 2016 | Paul C. Picknelly | | 59 | | 2022 | | Director | | 2016 | | | | | | | | | | Non-Continuing Director | | Age(1) | | Term
Expires | | Position(s) Held | | Director
Since(2) | William J. Wagner(3) | | 73 | | 2020 | | Vice Chairman of the Board and Employee Advisor to the Executive Committee | | 2016 |
| Nominees | | Age(1) | | Term
Expires | | Position(s) Held | | Director
Since(2) | | James C. Hagan | | 53 | | 2018 | | President, Chief Executive Officer, Director | | 2009 | | Philip R. Smith | | 59 | | 2018 | | Director | | 2009 | | Donald A. Williams | | 71 | | 2018 | | Chairman of the Board | | 1983 |
| Continuing Directors | | Age(1) | | Term Expires | | Position(s) Held | | Director
Since(2) | | Laura Benoit | | 48 | | 2017 | | Director | | 2014 | | Donna J. Damon | | 56 | | 2017 | | Director | | 2011 | | Lisa G. McMahon | | 56 | | 2017 | | Director | | 2014 | | Steven G. Richter | | 59 | | 2017 | | Director | | 2011 | | Charles E. Sullivan | | 71 | | 2016 | | Director | | 1992 | | Kevin M. Sweeney | | 49 | | 2016 | | Director | | 2013 | | Christos A. Tapases | | 54 | | 2016 | | Director | | 2013 |
| Retiring Directors | | Age(1) | | Term
Expires | | Position(s) Held | | Director
Since(2) | | David C. Colton, Jr. | | 72 | | 2015 | | Director | | 1980 |
_________________(1)At May12, 2020
(2)Includes terms served on the Board of Directors of Westfield Bank,as applicable. | (2) | Includes terms served on the Board of Directors of Westfield Bank, as applicable. |
(3)Mr. Wagner is retiring from the Board as of the date of theAnnual Meeting. The principal occupation, education and business experience, where applicable, of each nominee for election as director and each continuing and retiring director are set forth below. Unless otherwise indicated, principal occupations shown for each director have extended for five or moreormore years. Nominees Laura Benoit has been a director of our Board since 2014. Ms. Benoithas been the Treasurer and Co-Owner of Baystate Fuel Oil, Inc., a fuel distribution company located in Agawam, Massachusetts, since 1985. Ms. Benoit also serves as President of Buddy Realty, LLC. Ms. Benoit is a former member of the board of directors of the Western Mass Fuel Dealers Association where she served as Treasurer and then President for a period of ten years. Ms. Benoit received an Associate’s degree in Business Administration from Holyoke Community College. Ms. Benoit’s finance, accounting and small business management experience provides her with the qualifications and skills to serve asa director. Donna J. Damon has been a director of our Board since 2011. Ms. Damon is the President and owner of New England Concrete Cutting, Inc., a construction company specializing in concrete cutting and drilling located in Agawam, Massachusetts.She also serves as an executive officer and the office manager for two separate companies, Witch Equipment of New England, Inc., and Witch Enterprises, Inc. Ms. Damon also serves on various community boards. Ms. Damon’s experience in human resource, office management and business administration, including financial management and employee benefit administration provides her with the qualifications and skills to serve asa director. Lisa G. McMahon has been a director of our Board since 2014 and Chairperson of the Board since March 2020. Ms. McMahonis the Director of Institutional Advancement and Stewardship with Westfield State University. Ms. McMahon began at Westfield State University in 2013 after leaving Merrill Lynch where she obtained her general securities license and license to become a registered investment advisor representative.Ms. McMahon currently serves as president of the Westfield Academy Foundation as well as the president of the executive board of the Genesis Center – a division of the Sisters of Providence Health Systems. From 2007 to 2012, Ms. McMahon was the executive director of the Westfield Business Improvement District, Inc. Ms. McMahon received a Bachelor of Science degree from Our Lady of the Elms College. Ms. McMahon’s business experience and extensive work with micro businesses, nonprofits, and community relations provides her with the qualifications and skills to serve asa director. Steven G. Richter has been a director of our Board since 2011. Dr. Richter is the founder, former owner, operator and President of Micro Test Laboratories, Inc., a contract testing and manufacturing support operation for the pharmaceutical and biotechnology industries. Dr. Richter is the manager of Richco Laboratories LLC, which is a life science consulting and testing operation. Dr. Richter is a registered microbiologist with both the American Society of Clinical Pathology and the American Society for Microbiology. Dr. Richter serves on the boards of the Holyoke Community College Biotech Advisory Board and the Westfield State University Life Science Advisory Board. Dr. Richter is also actively involved in research and development with the University of Massachusetts and an IALS Institute advisory board member. Dr. Richter previously served in a biotechnological advisory capacity for small business with Governor Romney and is a past FDA microbiologist and accredited regulatory affairs professional. Dr. Richter is a graduate of the University of Massachusetts with a Bachelor’s of Science in Microbiology and went on to receive his Master of Sciences degree in Biological Sciences from the University of Massachusetts-Lowell and his Ph.D. in Sterilization Sciences from Columbia Pacific University. Dr. Richter’s experience in small business administration and management, including financial and business operations matters, provides him with the qualifications and skills to serve asa director. Continuing Directors Gary G. Fitzgerald has been a director of our Board since October 2016. Previously, Mr. Fitzgerald served on the boards of Chicopee Savings Bank and Chicopee Bancorp, Inc., since 2009. Mr. Fitzgerald is a Certified Public Accountant and is a Managing Principal of Downey, Pieciak, Fitzgerald & Co., P.C., a CPA firm located in Springfield, Massachusetts. Mr. Fitzgerald received a Bachelor of Science degree from Western New England University, a Master of Science in Taxation degree from Bentley University, and has been licensed as a Certified Public Accountant since 1996. His extensive background in accounting and taxation provides him with the qualifications and skills to serve as a director and as the Company’sfinancial expert. James C. Hagan has been a director of our Board since 2009, our Chief Executive Officer since December 31, 2008, and our President since June 2005. Mr. Hagan served as Chief Operating Officer of the Company and Westfield Bank from June 2005 until December 2008. Prior to that, he served as Senior Vice President and Commercial Loan Department Manager of Westfield Bank from 1998. From 1994 through 1998, Mr. Hagan was a Vice President at Westfield Bank. Prior to 1994, Mr. Hagan worked as a commercial lender and manager at other New England based banking institutions. He received a Bachelor of Science from Westfield State College and received a MastersMaster of Business Administration from American International College. Mr. Hagan’s expertise in credit administration, commercial lending and management through his various roles within the Company and within other New England based banking institutions provides him with the qualifications and skills to serve as aasa director. Philip R. SmithWilliam D. Masse has been a director of our Board since 2009October 2016. Previously, Mr. Masse served on the boards of Chicopee Savings Bank and Chicopee Bancorp, Inc., since 1998 and 2006, respectively. Mr. Masse is the President of Granfield, Bugbee & Masse Insurance Agency in Chicopee, Massachusetts. He has been in the insurance industry for 40 years. Mr. Masse holds a Bachelor of the Arts degree from Williams College where he majored in economics. Mr. Masse has, in the past, served as Chairman and/or President of the board of directors of area non-profit organizations. His experience as well as business and community contacts provide him with the qualifications and skills to serve asa director.
Gregg F. Orlen has been a director of our Board since October 2016. Previously Mr. Orlen served on the boards of Chicopee Savings Bank and Chicopee Bancorp, Inc., since 1999 and 2006, respectively. Mr. Orlen is the owner of Gregg Orlen Custom Homebuilders and works as an excavating contractor. Mr. Orlen served on the development committee for South Hadley’s municipal golf course, The Ledges, and was previouslyresponsible for the oversight of its construction phase. Mr. Orlen remained on the golf course commission, while a resident of South Hadley. Mr. Orlen holds a Bachelor of Science in Business Management. Mr. Orlen is a well-established premier builder of residential homes within our Secretary.market and brings to the Board his extensive knowledge of the localhousing market. Paul C. Picknelly has been a director of our Board since October 2016. Previously, Mr. Picknelly served on the boards of Chicopee Savings Bank and Chicopee Bancorp, Inc., since 2000 and 2006, respectively. Mr. Picknelly is a hotel owner and operator, as well as a commercial real estate developer. Mr. Picknelly currently serves as President of Monarch Enterprises, LLC (Monarch Place Office Tower, Sheraton Springfield, and the Hilton Garden Inn Hotels in Springfield and Worcester, MA) and manages various commercial real estate properties in the local area. Mr. Picknelly brings to the Board his unique and extensive knowledge of the customers, communities and political climate within our marketplace from a premier hotel management and real estatedeveloper perspective. Philip R. Smith has been a director of our Board since 2009. Prior to Mr. Smith’s directorship, he served as Secretary to the Company. Mr. Smith has been a partner at Bacon & Wilson, P.C., one of the largest regional law firms in western Massachusetts specializing in Real Estate, Business Law and Estate planning,Planning, since 2001. HeMr. Smith has served as a past board member of the Westfield Chamber of Commerce in Westfield, Massachusetts, and is a member of the Westfield State College Foundation andFoundation. Mr. Smith is a past member of the Westfield Community Development Corporation.Corporation board of directors. He is a graduate of the University of New Hampshire and received a J.D. from New England School of Law and an LL.M. in taxation from Boston University. Mr. Smith’s experience in commercial and residential lending and business law through his many years of legal practice provides him with the qualifications and skills to serve as aasa director. Non-Continuing Directors Donald A. WilliamsWilliam J. Wagner has been a director since 1983 and has been the Chairman ofis retiring from our Board since 2005. Mr. Williams servedeffective as President of Westfield Savings Bank from 1983 through 2005 and the Company from its inception in 2001 through 2005.date of the Annual Meeting. He later went on to serve as Chief Executive Officer as well until his retirement from the position in 2008. He has been employed in the banking industry since 1972. Mr. Williams received a Bachelor of Science with an emphasis on Finance and Insurance from Northeastern University and a graduate degree in accounting from Western New England College. Mr. Williams’ previous positions with the Company and Westfield Bank and his experience in banking and financial and regulatory management provide him with the qualifications and skills to serve as a director.
Continuing Directors
Laura Benoit has been a director of our Board, serving as its Vice Chairman since 2014. Ms. Benoithas beenOctober 2016, following the Treasurer and Co-Owner of Baystate Fuel Oil,Company’s merger with Chicopee Bancorp, Inc., a fuel distribution company located in Agawam, Massachusetts, since 1985. Ms. Benoit also is a former member of the board of directors of the Western Mass Fuel Dealers Association. Ms. Benoit received an Associate’s degree in Business Administration from Holyoke Community College. Ms. Benoit’s finance, accounting and small business management experience provides her with the qualifications and skills to serve as a director.
Donna J. Damon has been a director of our Board since 2011. Ms. Damon is the President and owner of New England Concrete Cutting, Inc., a construction company specializing in concrete cutting and drilling located in Agawam, Massachusetts. She also serves as an executive officer and the office manager for two separate companies, Witch Equipment of New England, Inc. and Witch Enterprises, Inc. Ms. Damon also serves on various community boards. Ms. Damon’s experience in human resource, office management and business administration, including financial management and employee benefit administration provides her with the qualifications and skills to serve as a director.
Lisa G. McMahon has been a director of our Board since 2014. Ms. McMahonis a manager of university advancement with Westfield State University. Ms. McMahon came to the University in 2013 after leaving Merrill Lynch where she obtained her general securities license and license to become a registered investment advisor representative. From 2007 to 2012, Ms. McMahon was the executive director of the Westfield Business Improvement District, Inc. Ms. McMahon received a Bachelor of Science degree from Our Lady of the Elms College. Ms. McMahon’s business experience and extensive work with micro businesses, nonprofits, and community relations provides her with the qualifications and skills to serve as a director.
Steven G. Richter has been a director of our Board since 2011. Mr. Richter is the founder, former owner, operator and President of Micro Test Laboratories, Inc., a contract testing and manufacturing support operation for the pharmaceutical and biotechnology industries. He is currently the Chief Science Officer of Accuratus Lab Services, Inc. which purchased Microtest Laboratories, Inc. in 2014. He is a graduate of the University of Massachusetts with a Bachelor’s of Science in Microbiology. Mr. Richter went on to receive his Master of Sciences degree in Biological Sciences from the University of Massachusetts-Lowell and his Ph.D. in Sterilization Sciences from Columbia Pacific University. Mr. Richter has served in a biotechnological advisory capacity for small business with Governors Romney and Patrick. Mr. Richter is also actively involved in research and development with the University of Massachusetts. Mr. Richter’s experience in small business administration and management, including financial and business operations matters provides him with the qualifications and skills to serve as a director.
Charles E. Sullivan has been a director of our Board since 1992. Mr. Sullivan, currently retired, was a Certified Public Accountant at the firm of Sullivan, Poulin & Payne P.C., located in West Springfield, Massachusetts. He has been a Certified Public Accountant since 1968. Mr. Sullivan brings to his position over 40 years of accounting experience, as well as a plethora of industry-related knowledge. He received a Bachelor of Science in Business Administration from American International College. Mr. Sullivan’s expertise in public and small business company accounting, disclosure and financial system management, auditing and general financial management provides him with the qualifications and skills to serve as a director.
Kevin M. Sweeney has been a director of our Board since January 2013. Mr. Sweeney has been a Principal of Sweeney Strategic Consulting since 2012, where he advises non-profit and for-profit organizations regarding critical finance, strategic and operational decisions. Mr. SweeneyWagner also served as the interimCompany’s Chief Business Development Officer since October 2016 until October 2019, when his position changed to that of Employee Advisor to the Executive Committee. Mr. Wagner will be an Employee Advisor to the Executive Committee until October 2021. Prior to the merger, Mr. Wagner served as the President and Chief Executive Officer of DevelopSpringfield, where he had had overall strategicChicopee Savings Bank since 1984 and operational responsibility. Mr. Sweeney previously spent 19 years with the MassMutual Financial Group, where he was most recently a Managing Director of MassMutual Capital Partners LLCPresident and was responsible for strategic mergers and acquisitions, private equity investments, and other transactions for MassMutual and its affiliated companies. He also served asthe Chairman of the boardBoard of directorsChicopee Bancorp, Inc., since its formation in 2006. Since its inception in 2006, Mr. Wagner has served as the president of MassMutual Trust Company, FSB.the Chicopee Savings Bank Charitable Foundation, an affiliate with Westfield Bank. Mr. SweeneyWagner is alsowell known and respected in the Massachusetts and Connecticut banking industry and throughout the Western Massachusetts community through his active leadership roles and participation on the boards of many banking, civic and philanthropic organizations. Mr. Wagner currently serves as a Professordirector for the following organizations: Center for Financial Training (Chairman), the Economic Development Council of Practice withWestern Massachusetts, the Westmass Area Development Corporation and the Eastern States Exposition Board of Trustees and remains active in several organizations. Mr. Wagner previously served on the boards of the Eastern States Exposition Board of Directors, BankersBank Northeast, the Savings Bank Employee Retirement Association, the Depositors Insurance Fund of Massachusetts, the Holyoke Community College, the Sisters of Providence Health Systems and the Elms College. Many recognition awards have been bestowed upon Legacy Chicopee Savings Bank and/or Mr. Wagner for his leadership and direction of that bank’s philanthropic support. Mr. Wagner is the recipient of The Warren Group/Banker & Tradesman’s Community Bank Hero’s Award, the Chicopee Boys & Girls Club’s Prescott Founders Award, the Bishops’ Catholic Schools Award from the Diocese of Springfield, the EXCEL Award from the Chicopee Council on Aging, the Paul Harris Fellowship Award from the Rotary of West Springfield, the First Annual Presidential Award from the Elms College, the Cathedral High School of Business of Worcester Polytechnic Institute (WPI) in Worcester, MA, specializing in Finance. In addition to his teaching with WPIDistinguished Alumni Award, the Holyoke Community College Distinguished Service Award, and his consulting,multiple non-profit humanitarian awards. Mr. SweeneyWagner is a visiting Lecturer with Columbia University. Mr. Sweeney has also been a Senior Lecturer withgraduate of Western New England University College of Business and an Adjunct Professor of Law at the Western New University School of Law. Mr. Sweeney also serves on the board of directors of a two private organizations and he is a member of the advisory board of another. Mr. Sweeney receivedwith a Bachelor of Arts from the University of Massachusetts – Amherst,Business Administration degree in Accounting, cum laude. In 2003, he a Doctorreceived an Honorary Doctorate of Law Degree from the University of Wisconsin Law School and an M.B.A. jointly from New York University Stern School of Business, the London School of Economics & Political Science, and the HEC School of Management in Paris, France. Mr. Sweeney’s experience as a senior executive at a Fortune 500 company and his vast academic experience and organizational consulting ventures provides him with the qualifications and skills to serve as a director.theElms College.
Christos A. Tapaseshas been a director of our Board since January 2013. Mr. Tapases is a Principal at Corbin & Tapases, P.C. and has been practicing public accounting since 1982. Mr. Tapases joined the firm in 1984 after gaining valuable experience with Arthur Andersen & Co. Mr. Tapases has been a certified public accountant since 1987 and is also the Plans and Training Officer for the City of Westfield Emergency Management Agency. Mr. Tapases received a Bachelor of Science from American International College. Mr. Tapases’ management and accounting experience as a certified public accountant provides him with the qualifications and skills to serve as a director.
Retiring Director
David C. Colton, Jr. has been a director of our Board since 1980. Mr. Colton is the retired owner of The Colton Agency, Inc., an insurance agency located in Westfield, Massachusetts. He has previously served as a consultant for the Berkshire Insurance Group, and as acting Chief Operating Officer from 2005 through 2006. Mr. Colton is also the Treasurer for the Westfield Business Improvement District and has served in such capacity since 2005. During Mr. Colton’s 39 years of ownership, he dealt with such aspects of business operation including contractual and insurance issues, automation, human resource management and marketing, which provides him with the qualifications and skills to serve as a director.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS The following are our executive officers who are not also members of the Board and therefore are not listed above. The executive officers hold office until their respective successors have been electedappointed and qualified, or until death, resignation or removal by the Board. In addition, we have entered into employment agreements with certainAges reflected are as of our executive officers, which set forth the termsAnnual Meeting date of their employment. See “Compensation Discussion and Analysis – Other Benefits – Employment Agreements and Change of Control Agreements.”May12, 2020. Gerald P. Ciejka, age 54,59, serves as Senior Vice President, General Counsel and Director of Human Resources of the Company and Westfield Bank and is our Secretary.Bank. Prior to 2005, Mr. Ciejka was previously a partner at the Springfield, Massachusetts, law firm of Bulkley, Richardson and Gelinas in the business organization and real estate departments. From 1997 to 2004, heMr. Ciejka served as branch manager and senior underwriting counsel for First American Title Insurance Company and Chicago Title InsuranceTitleInsurance Company. Louis O. Gorman, age 55,60, serves as Senior Vice President of Credit Administration and Chief Credit Officer. Mr. Gorman has served as Chief Credit Officer since 2010 and as Vice President of Credit Administration since 2009. Prior to that,2009, Mr. Gorman was a commercial loan officer for the Company and Westfield Bank since 2000 and also performed the same function at other New England based bankingbasedbanking institutions. Cidalia Inacio, age 64, serves as the Senior Vice President of Retail Banking and also supervises Westfield Bank’s investmentservices division – Westfield Investment Services. Ms. Inacio has been serving in her current position since October 2016. Previously, Ms. Inacio served as the Senior Vice President of Retail Banking for Legacy Chicopee Savings Bank where she held the position sinceMarch 2010. Darlene Libiszewski, age 54, serves as Senior Vice President and Chief Information Officer. Ms. Libiszewski has been serving in her current position since October 2016. Previously, Ms. Libiszewski served as the Senior Vice President of Information Technology for Legacy Chicopee Savings Bank where she held the position sinceDecember 2007. Deborah J. McCarthy, age 55, has served60, serves as Senior Vice President of the Company and Westfield Bank since 2001. She is2016. Since 2001, she has been the Manager of the Deposit Operations Department and Information SystemsElectronic Banking Departments. SheMs. McCarthy has worked for Westfield Bank in numerous capacities sincecapacitiessince 1979. Allen J. Miles, III, age 52,57, was appointed to Executive Vice President effectivein December 31, 2008.2008 and serves as Westfield Bank’s Senior Lender. Prior to that, Mr. Miles served as Senior Vice President and Chief Lending OfficerSenior Lender of the Company and Westfield Bank since August 2005. From 1998 to 2005, heMr. Miles served as Vice President and Commercial LoanCommercialLoan Officer. Kevin C. O’Connor, age 55,60, was appointed to Executive Vice President and Chief Banking Officer in February 2017. Previously, Mr. O’Connor held the position of Senior Vice President of Retail Banking insince February 2015 and served as Vice President since 2010. Mr. O’Connor has over twenty-five years’ experience in retail and branch banking and had previously worked at both national and regional banking institutions as a Vice President and regional manager of retail banking and sales, including small businesssmallbusiness sales. Leo R. Sagan, Jr., age 52,57, was appointed to serve as Chief FinancialRisk Officer and TreasurerSenior Vice President of the Company and Westfield Bank effective December 31, 2008. Prior to his appointment,in April 2017. Previously, Mr. Sagan served as the Chief Financial Officer of the Company and Westfield Bank since December 2008, as Vice President and Controller of the Company and Westfield Bank since 2003, as Controller of the Company and Westfield Bank from 2002 to 2003 and as Assistant Treasurer of the Company and Westfield Bank from 19991999to 2002. Guida R. Sajdak, age 47, was appointed to 2002.serve as Chief Financial Officer and Treasurer of the Company and Westfield Bank in April 2017. Mrs. Sajdak had served as the Executive Vice President and Chief Risk Officer of the Company and Westfield Bank since October 2016. Previously, Mrs. Sajdak served as the Senior Vice President and Chief Financial Officer and Treasurer of Legacy Chicopee Bancorp, Inc., and Legacy Chicopee Savings Bank where she held the position since 2010. Mrs. Sajdak served Chicopee Savings Bank in various capacities since 1989 including that of Internal Auditor and Commercial Lender. Mrs. Sajdak also serves on the board of the Chicopee Savings Bank Charitable Foundation asits Treasurer. CORPORATE GOVERNANCE CORPORATE GOVERNANCE
Board of Directors The Board oversees our business and monitors the performance of our management. In accordance with our corporate governance procedures, the Board does not involve itself in our day-to-day operations. Our executive officers and management oversee our day-to-day operations. Our directors fulfill their duties and responsibilities by attending regular meetings of the Board, which are held on a monthly basis. Our directors also discuss business and other matters with the ChairmanChairperson and the President, other key executives, and our principal external advisers (legal counsel, auditors, financial advisors and otherandother consultants). The Company’s Board held 12five regular and 1 special meetings during the fiscal year ended December 31, 2014.2019, and the Westfield Bank Board held 12 regular meetings. Each incumbent director attended at least 75% of the total of (i) the meetings of the Board held during the period for which he or she has been a director and (ii) the meetings of the committee(s) on which that particular director served during such period. Mr. Christos A. Tapases, our former Chairman and a long-time independent director of the Company, served as a member of the Board until he passed away on March6, 2020. It is our policy that all directors and nominees attend the Annual Meeting. At the 2014 annual meeting, all2019 Annual Meeting, 10 of the 13 members then serving on the Board were in attendance, with the exception of Ms. Damon. werein attendance. Board of Directors Independence Rule 5605 of the NASDAQ Listing Rules requires that independent directors compose a majority of a listed company’s board of directors. In addition, the NASDAQ Listing Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation,Audit, Compensation, and nominatingNominating and corporate governance committeesCorporate Governance Committees be independent and that audit committeeAudit Committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act. Under Rule 5605(a)(2) of the NASDAQ Listing Rules, a director will only qualify as an “independent director” if, in the opinion of our Board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3 under the Exchange Act, a member of an audit committeeAudit Committee of a listed company may not, other than in his or her capacity as a member of the audit committee,Audit Committee, the board of directors or any other board committee: (i) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries; or (ii) be an affiliated person of the listed company or any of its subsidiaries. In addition to satisfying general independence requirements under the NASDAQ Listing Rules, members of a compensation committeeCompensation Committee must also satisfy independence requirements set forth in Rule 10C-1 under the Exchange Act and NASDAQ Listing Rule 5605(d)(2). Pursuant to RuletoRule 10C-1 under the Exchange Act and NASDAQ Listing Rule 5605(d)(2),in affirmatively determining the independence of a member of a compensation committeeCompensation Committee of a listed company, the board of directors must consider all factors specifically relevant to determining whether that member has a relationship with the company which is material to that member’s ability to be independent from management in connection with the duties of a compensation committeeCompensation Committee member, including: (a) the source of compensation of such member, including any consulting, advisory or other compensatory fee paid by the company to such member; and (b)whether such member is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of theofthe company. The Board consults with our legal counsel to ensure that their determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent NASDAQ Listing Rules, as in effect from time totimeto time. Consistent with these considerations, the Board has affirmatively determined that all of its directors, including the director nominees, satisfy general independence requirements under the NASDAQ Listing Rules, other than Mr. Hagan.Messrs. Hagan and Wagner. In making this determination, the Board found that none of the directors, other than Mr.Messrs. Hagan and Wagner, had a material or other disqualifying relationship with us that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and that each director, other thanMr.Messrs. Hagan and Wagner, is “independent” as that term is defined under Rule 5605(a)(2) of the NASDAQ Listing Rules. The Board determined that Mr. Hagan, our President and Chief Executive Officer, isand Mr. Wagner, our Vice Chairman of the Board and Employee Advisor to the Executive Committee, are not an independent directordirectors by virtue of histheir current employment with us. Mr. Wagner will be retiring from his position on the Board effective at the Annual Meeting. The Board also determined that each member of the Audit, Nominating and Corporate Governance and Compensation Committees satisfies the independence standards for such committees established by the SEC and the NASDAQ Listing Rules,as applicable. Code of Ethics and Corporate Governance Guidelines We have adopted a Conflict of Interest Policy and Code of Conduct, which applies to all of our employees and officers. Weofficers.We have also adopted a Code of Ethics for Senior Financial Officers, which applies to our principal executive officer, principal financial officer, principal accounting officer or controller or personpersons performing similar functions for us, and which requires compliance with the Conflict of Interest Policy and Code of Conduct. The Code of Ethics for Senior Financial Officers meets the requirements of a “code of ethics” as defined by Item 406 of RegulationofRegulation S-K. The Code of Ethics for Senior Financial Officers is available to shareholders on our website atwww.westfieldbank.com. The inclusion of our website address here and elsewhere in this proxy statement does not include or incorporate by reference the information on our website into this proxy statement. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of our Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions, by posting such information on itsour website at the internet address set forth above.below. We have not amended or granted any waivers of a provision of our Code of Ethicsduring 2019. The Board adopted Corporate Governance Guidelines to assure that it will have the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The Corporate Governance Guidelines are also intended to align the interests of directors and management with those of our shareholders. The Corporate Governance Guidelines set forth the practices the Board intends to follow with respect to Board independence, composition and selection, Board meetings and involvement of senior executives, senior executive performance evaluation and succession planning, and Board committeesand compensation. The Code of Ethics during 2014. for Senior Financial Officers and our Corporate Governance Guidelinesare available to shareholders on our website atwww.westfieldbank.com. The inclusion of our website address here and elsewhere in this proxy statement does not include or incorporate by reference the information on our website into thisproxy statement. Hedging and Pledging of Company Securities On an annual basis, all directors and Senior Financial Officers, as defined therein, are required to review the Company’s Insider Trading Policy and are provided with the Company’s scheduled blackout periods. The policy details trading guidelines and prohibitions for those directors and officers, subject to Section 16 of the SEC, and serves to educate such directors and Senior Financial Officers as to their individual and corporate responsibilities as insider shareholders. A signed Certification of Acknowledgment from all directors and Senior Financial Officers is collected and retained by theCorporate Secretary. Committees of the Board of Directors The Board has five committees: an Executive Committee, an Audit Committee, a Nominating and Corporate Governance Committee, a Compensation Committee, and a Finance and Risk Management Committee (the “Finance Committee”). The following table provides the Board’s committee membership as of the date of this proxy statement, and meeting information for the year ended December 31, 2014,2019, for each committee:thefollowing committees:
| Name | | Executive
Committee | | Audit
Committee | | Nominating
and
Corporate
Governance
Committee | | Compensation
Committee | | Finance and
Risk
Management
Committee | | Laura Benoit | | | | | | | | | | | | | | | X | | | | | | | David C. Colton, Jr.(1) | | | X | | | | | | | | X | * | | | | | | | X | | | Donna J. Damon | | | | | | | | | | | X | | | | X | * | | | | | | James C. Hagan | | | X | | | | | | | | | | | | | | | | X | | | Lisa G. McMahon | | | | | | | | | | | X | | | | | | | | | | | Steven G. Richter | | | | | | | X | | | | | | | | | | | | | | | Philip R. Smith | | | | | | | X | | | | | | | | | | | | X | | | Charles E. Sullivan | | | X | | | | X | * | | | X | | | | X | | | | | | | Kevin M. Sweeney | | | | | | | | | | | X | | | | X | | | | X | * | | Christos A. Tapases** | | | | | | | X | | | | | | | | | | | | X | | | Donald A. Williams | | | X | | | | | | | | | | | | | | | | X | | | Total meetings in 2014 | | | 40 | | | | 7 | | | | 3 | | | | 8 | | | | 9 | |
__________________
| (1) | Mr. Colton will retire from the Board and its committees effective as of the Annual Meeting. Ms. McMahon will assume the duties of the Nominating and Corporate Governance Committee chairperson upon Mr. Colton’s retirement. |
| | | | | | | Name | | Audit Committee | | Nominating and Corporate Governance Committee | | Compensation Committee | Laura Benoit | | ✓ | | | | ✓ | Donna J. Damon | | | | ✓ | | ✓ | Gary G. Fitzgerald* | | Chair | | | | ✓ | James C. Hagan | | | | | | | William D. Masse | | ✓ | | | | | Lisa G. McMahon | | | | Chair | | ✓ | Gregg F. Orlen | | | | ✓ | | Chair | Paul C. Picknelly | | ✓ | | ✓ | | | Steven G. Richter | | | | ✓ | | ✓ | Philip R. Smith | | | | | | | William J. Wagner | | | | | | | Total Meetings In 2019 | | 5 | | 3 | | 4 |
Below is a description of each committee of the Board.*Financial Expert
Audit Committee The Executive Committee exercises the powers of the Board between Board meetings. During 2014, the Executive Committee consisted of Messrs. Colton, Hagan, Sullivan and Williams. Audit Committee
During 2014, the Audit Committee wasis chaired by Mr. SullivanFitzgerald with Ms. Benoit and Messrs. Richter, Smith,Masse and TapasesPicknelly serving as members. Robert T. Crowley wasMr. Christos A. Tapases, our former Chairman and a memberlong-time independent director of the Company, served on the Audit Committee until his retirement from the Board at the 2014 Annual Meeting of Shareholders. Mr. Smith became a member of the Committee following the retirement of Mr. Crowley.he passed away on March 6, 2020. The Audit Committee assists the Board by overseeing the audit coverage and monitoring the accounting, financial reporting, data processing, regulatory and internal control environments.
The primary duties and responsibilities of the Audit Committee areCommitteeare to: (1)oversee and monitor the financial reporting process and internalcontrols system; | (1) | oversee and monitor the financial reporting process and internal controls system; |
(2)review and evaluate the audit performed by outside auditors and report any substantive issues found during the audit tothe Board; | (2) | review and evaluate the audit performed by outside auditors and report any substantive issues found during the audit to the Board; |
(3)appoint, compensate and oversee the work of theindependent auditors; | (3) | appoint, compensate and oversee the work of the independent auditors; |
(4)review and approve all transactions with affiliatedparties; and | (4) | review and approve all transactions with affiliated parties; and |
| (5) | provide an open avenue of communication among the independent auditors, financial and senior management, the internal audit department and the Board. |
(5)provide an open avenue of communication among the independent auditors, financial and senior management, the internal audit department andthe Board. The Board reviews the NASDAQ Listing Rules’ definition of independence for Audit Committee members on an annual basis and has determined that all members of our Audit Committee are independent (as independence is currently defined in Rule 5605(a)(2) of the NASDAQ Listing Rules and Rule 10A-3 under the Exchange Act). The Board has also determined that Mr. TapasesFitzgerald qualifies as an “audit committee financial expert” as such term is currently defined in IteminItem 407(d)(5) of Regulation S-K. The Board has adopted a written charter for the Audit Committee that is available to shareholders on our website atwww.westfieldbank.com.websiteat www.westfieldbank.com. Pre-approvalPre-approval of Services. The Audit Committee shall pre-approve all auditing services and permitted non-audit services (including the fees and terms) to be performed for us by our independent registered public accounting firm, subject to the de minimis exception for non-audit services described below, which are approved by the Audit Committee prior to completion of the audit.
The pre-approval requirement set forth above shall not be applicable with respect to non-auditnon-auditservices if: (1)the aggregate amount of all such services if:provided constitutes no more than 5% of the total amount of revenues paid by us to our auditor during the fiscal year in which the servicesare provided; | (1) | the aggregate amount of all such services provided constitutes no more than 5% of the total amount of revenues paid by us to our auditor during the fiscal year in which the services are provided; |
| (2) | such services were not recognized by us at the time of the engagement to be non-audit services; and |
| (3) | such services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee or by one or more members of the Audit Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Audit Committee. |
(2)such services were not recognized by us at the time of the engagement to be non-auditservices; and (3)such services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee or by one or more members of the Audit Committee who are members of the Board to whom authority to grant such approvals has been delegated by theAudit Committee. Delegation. The Audit Committee may delegate to one or more designated members of the Audit Committee the authority to grant required pre-approvals. The decisions of any member to whom authority is delegated under this paragraph to pre-approve activities under this subsection shall be presented to the full Audit Committee at its next schedulednextscheduled meeting. The Audit Committee pre-approved 100% of the services performed by the independent registered public accounting firm for the fiscal year ending December 31, 2019, pursuant to the policies outlinedpoliciesoutlined above. Audit Committee Report.Report.(1) The Audit Committee has reviewed and discussed our audited financial statements for the fiscal year ended December 31, 20142019, with management and our independent registered public accounting firm, Wolf & Company, P.C. (“Wolf & Company”). The Audit Committee has discussed with Wolf & Company the matters required to be discussed by Public Company Accounting Oversight Board, or PCAOB, Auditing Standard No. 16,1301, Communications with Audit Committees. The Audit Committee has also received the written disclosures and the letter from Wolf & Company required by applicable requirements of the PCAOB regarding Wolf & Company’s communications with the Audit Committee concerning independence, and has discussed with Wolf & Company the firm’s independence. Based on the foregoing, the Audit Committee recommended to the Board that our audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 20142019, for filing withthe SEC. Western New England Bancorp, Inc.
Audit Committee
Gary G. Fitzgerald, Chair
Laura Benoit
William D. Masse
Paul C. Picknelly
Christos A. Tapases (1)The material in this report is not “soliciting material,” is not deemed “filed” with the SEC.SEC and is not to be incorporated by reference in any filing we make under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in anysuch filing. | Westfield Financial, Inc.
Audit Committee
Charles E. Sullivan, ChairpersonPhilip R. Smith
Steven G. Richter
Christos A. Tapases |
| (1) | The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing we make under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. |
Nominating and Corporate Governance Committee During 2014, theThe Nominating and Corporate Governance Committee wasis chaired by Mr. ColtonMs. McMahon with Messrs. Sullivan, Sweeney and Mses.Ms. Damon and McMahonMessrs. Orlen, Picknelly and Richter serving as members. Robert T. Crowley, Jr. and Paul R. Pohl were members of the Nominating and Corporate Governance Committee until their retirement from the Board at the 2014 Annual Meeting of Shareholders. Mses. Damon and McMahon became members of the Nominating and Corporate Governance Committee following the retirement of Messrs. Crowley and Pohl. Ms. McMahon will assume the duties of Committee chairperson upon Mr. Colton’s retirement. Pursuant to the Nominating and Corporate Governance Committee’s charter, no director may serve on the Nominating and Corporate Governance Committee in any capacity in any year during which such director’s term as a director is scheduled to expire. Each member of the Nominating and Corporate Governance Committee is a non-employee director within the meaning of Rule 16b-3 under the Exchange Act, and each is an independent director under the corporate governance standards of the NASDAQ Listing Rules. The Board has adopted a written charter for the Nominating and Corporate Governance Committee that is available to shareholders on our website atwww.westfieldbank.com.
www.westfieldbank.com. Pursuant to its charter, the Nominating and Corporate Governance Committee is responsibleisresponsible for: •identifying, reviewing and evaluating candidates to serve as directors (consistent with criteria approved bythe Board); | — | identifying, reviewing and evaluating candidates to serve as directors (consistent with criteria approved by the Board); |
•reviewing director nominationsby shareholders; | — | reviewing director nominations by shareholders; |
•reviewing and evaluatingincumbent directors; | — | reviewing and evaluating incumbent directors; |
•recommending to the Board for selection candidates for election tothe Board; | — | recommending to the Board for selection candidates for election to the Board; |
•making recommendations to the Board regarding the membership of the committees of theBoard; and | — | making recommendations to the Board regarding the membership of the committees of the Board; and |
| — | reviewing the Committee Charter and developing and implementing corporate governance guidelines. |
•reviewing the Committee Charter and developing and implementing corporategovernance guidelines. It is the policy of the Nominating and Corporate Governance Committee to select individuals as director nominees who shall have the highest personal and professional integrity, who shall have demonstrated exceptional ability and judgment and who shall be most effective, in conjunction with the other nominees to the Board, in collectively serving the long-term interests of the shareholders.When considering candidates for the Board, the Nominating and Corporate Governance Committee takes into account the candidate’s qualifications, experience and independence from management.Shareholder nominees, if any, would be analyzed by the Nominating and Corporate Governance Committee in the same manner as nominees that are identified by the Nominating and Corporate Governance Committee. We do not pay a fee to any third party to identify or evaluate nominees.If the Nominating and Corporate Governance Committee believes a candidate would be a valuable addition to the Board, it will recommend to the full Board that candidate’s election. The Nominating and Corporate Governance Committee also has the authority to retain any search firm to assist in the identification of director candidates. However, the Nominating and Corporate Governance Committee has not retained any such search firm, andwe do not pay a fee to any third party to identify or evaluatedirector candidates. candidatesor nominees. In accordance with our Bylaws, nominations of individuals for election to the Board at an annual meetingAnnual Meeting of shareholders may be made by any shareholder of record entitled to vote for the election of directors at such meeting who provides timely notice in writing to our Secretary at our principal executive office. To be timely, a shareholder’s notice must be delivered to or received by our Secretary not less than 120 calendar days in advance of the anniversary date of our proxy statement released to shareholders in connection with the previous year’s annual meetingAnnual Meeting of shareholders. Submissions must include the full name of the proposed nominee and include a detailed background of the suggested candidate, and a representation that the nominating shareholder is a beneficial or record holder of our common stock. If a nomination is not properly brought before the meeting in accordance with our Bylaws, the Chairman of the meeting may determine that the nomination was not properly brought before the meeting and shall not be considered. For additional information about our director nomination requirements, please see ourseeour Bylaws. All nominees were nominated by the Nominating and Corporate Governance Committee. As of the date of this proxy statement, the Nominating and Corporate Governance Committee had not received any shareholder recommendations for nominees in accordance with our Bylaws in connection with the AnnualtheAnnual Meeting. Compensation Committee During 2014, theThe Compensation Committee wasis chaired by Ms.Mr. Orlen with Mses. Damon, withBenoit and McMahon and Messrs. Sullivan, SweeneyFitzgerald and Ms. BenoitRichter serving as members. Paul R. Pohl retired from the Compensation Committee at the Annual Meeting. Each member of the Compensation Committee is a non-employee director within the meaning of Rule 16b-3 under the Exchange Act, each is an outside director as defined by Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and each is an independent director under the corporate governance standards of the NASDAQ Listing Rules and the independence requirements of Rule 10C-1 under the Exchange Act. As required by its charter, the Compensation Committee meets at least three times annually and with greater frequency if necessary. The Board has adopted a written charter for the Compensation Committee that is available to shareholders on our website atwww.westfieldbank.com.
www.westfieldbank.com. Pursuant to its charter, the Compensation Committee’s responsibilitiesCommittee’sresponsibilities include: (1)evaluating the performance of the Chief Executive Officer and other elected officers in light of approved performanceand objectives; | (1) | evaluating the performance of the Chief Executive Officer and other elected officers in light of approved performance and objectives; |
| (2) | making recommendations to the Board for, and setting the compensation of the Chief Executive Officer and other elected officers, based upon the evaluation of the performance of the Chief Executive Officer and the other elected officers, respectively; and |
14 | (3) | making recommendations to the Board with respect to profit sharing and equity-based compensation plans. |
(2)making recommendations to the Board for, and setting the compensation of the Chief Executive Officer and other elected officers, based upon the evaluation of the performance of the Chief Executive Officer and the other elected officers,respectively; and (3)making recommendations to the Board with respect to profit sharing and equity-basedcompensation plans. The Compensation Committee also reviews and discusses with management the “Compensation Discussion and Analysis” section of our proxy statements and considers whether to recommend to the full Board that it be included in our proxy statements and otherandother filings. Compensation Decision-Making and Policy-Making.Our Bylaws require that our business and affairs be under the direction of the Board, which includes executive officer compensation. Executive compensation is set by the Board after recommendation of the Compensation Committee. As a company listed on NASDAQ, we must observe governance standards and listing requirements that require executive officer compensation decisions to be made by a majority of independent directors of our Board, by a committee of independent directors or in exceptional and limited circumstances, a compensation committee comprised of at least three members where only one member is notisnot independent. The Compensation Committee has been delegated authority from our Board to oversee executive compensation by approving salary increases for Senior Vice Presidents and above and by reviewing general personnel matters such as staff performance evaluations for Senior Vice Presidents and above. The Compensation Committee has established a compensation program and has a formal charter, which was adopted in December of 2006 and amended in 2007, 2013 and 2017, and advises senior management on the average salary increases for all employees under the compensation program. The compensation program consists of three components: (1) base salary; (2) profit sharingannual bonuses (short-term incentives); and (3) long-term incentives (e.g., omnibus equity grants, employment and change of controlchange-in-control agreements, deferred compensation, and fringeretirement andfringe benefits). The Compensation Committee considers the expectations of the Chief Executive Officer with respect to his own compensation and his recommendations with respect to the compensation of more junior executive officers, as well as empirical data and the recommendations of advisors both internal and external. Compensation decisions made by the Compensation Committee are reported by the Compensation Committee’s Chairperson to the Board, which approves, disapproves or amends the Compensation Committee’s action. The Compensation Committee does not delegate its duties to others. The Compensation Committee also confirms and approves the Summary Compensation Tables included in this proxy statement in accordance with the rules and regulations of theofthe SEC. In addition, pursuant to its charter, the Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. For additional information on the role of our compensation consultant, Pearl Meyer & Partners, LLC, in 2019, see “Compensation Discussion and Analysis”andAnalysis” below. Western New England Bancorp, Inc.
Compensation Committee Interlocks
. None of the members of our Compensation Committee has ever been an officer or employee of ours. None of our executive officers served as a member of another entity’s board of directors or as a member of another entity’s compensation committee (or other board committee performing equivalent functions) during 2014, which entity had an executive officer serving on our Board or as a member of our Compensation Committee. There are no interlocking relationships between us and other entities that might affect the determination of the compensation of our executive officers. Compensation Committee Report.(1)Gregg F. Orlen, Chair
Donna J. Damon
Laura Benoit
Gary G. Fitzgerald
Lisa G. McMahon
Steven G. Richter
The Compensation Committee has reviewed and discussed the following “Compensation Discussion and Analysis” with management. Based upon such review, the related discussions and such other matters deemed relevant and appropriate by the Compensation Committee, the Compensation Committee has recommended to the Board that the “Compensation Discussion and Analysis” be included in our Annual Report on Form 10-K for the year-ended December 31, 2014 and this proxy statement.
| Westfield Financial, Inc.
Compensation Committee
Donna J. Damon, Chairperson
Laura Benoit
Charles E. Sullivan
Kevin M. Sweeney |
__________________
| (1) | The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing we make under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. |
Finance and Risk Management Committee
The Finance Committee is a standing committee of the Board and was formed in January 2014. The Finance Committee is composed of six directors: Messrs. Colton, Hagan, Smith, Sweeney, Tapases and Williams, with Mr. Sweeney serving as Chairperson. The Finance Committee meets as often as necessary but meets at least quarterly. The Board has adopted a written charter for the Finance Committee that is available to shareholders on our website atwww.westfieldbank.com.
Pursuant to its charter, the purpose of the Finance Committee is to assist the Board and the Executive Committee of the Board in fulfilling their responsibility with respect to the oversight of the Company’s (1) enterprise risk management and financial framework, including all risks associated therewith, and (2) policies and practices relating to financial matters, including but not limited to, capital, liquidity and financing, as well as to merger, acquisition and divestiture activity. The Finance Committee reports to the Board regarding the Company’s risk profile, as well as its enterprise risk management framework, including the significant policies and practices employed to manage such risks, as well as the overall adequacy of the enterprise risk management function. The Finance Committee also will, as directed by the Executive Committee or the Board, review financial strategic planning, corporate financial statements, projects or initiatives.
Shareholder Communications with our Board of Directors Shareholders may contact our Board by contacting Gerald P. Ciejka,Theresa C. Szlosek, Corporate Secretary, at Westfield Financial,Western New England Bancorp, Inc., 141 Elm Street, Westfield, Massachusetts, 01085 or at (413) 568-1911. All communications will be forwarded directly to thetothe Board. Board Leadership Structure and Role in Risk Oversight Board Leadership Structure The Board does not have a formal policy on separating the roles of ChairmanChairperson of the Board and Chief Executive Officer and, if separate, whether the ChairmanChairperson of the Board should be a non-employee director or an employee. The Board believes that no single, one-size fits all, board leadership model is universally or permanently appropriate. The Board prefers to retain the flexibility to structure its leadership from time to time in any manner that is in the best interests of the Company and itsandits shareholders. The positions of our ChairmanChairperson of the Board and Chief Executive Officer are currently separated. Separating these positions allows our Chief Executive Officer to focus on our day-to-day business, while allowing the ChairmanChairperson of the Board to lead our Board in its fundamental role of providing advice to and independent oversight of management. The Board recognizes the time, effort and energy that our Chief Executive Officer must devote to his position in the current business environment, as well as the commitment required to serve as our Chairman,Chairperson, particularly as the Board’s oversight responsibilities continue to grow. The Board also believes that this structure ensures a greater role for the independent directors in the oversight of the Company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of our Board. The Board recognizes that depending on the circumstances, other leadership models, such as combining the role of ChairmanChairperson of the Board with the role of Chief Executive Officer, might be appropriate. Accordingly, our Board may periodically review its leadershipitsleadership structure. Board’s Role in Risk Oversight The Board is responsible for consideration and oversight of risks facing us,risk management and is responsible for ensuring that material risks are identified and managed appropriately. The current reporting structure emphasizes central oversight ofBoard believes an effective risk management system will (1) timely identify the material risks that the Company faces; (2) communicate necessary information on material risks to senior management and, timely and accurate reporting of information from each business unitas appropriate, to the Board each month. This is accomplished through monthly and quarterly reports givenor relevant Board Committee; (3) implement responsive risk management strategies appropriate to the Company’s risk profile; and (4) integrate risk management into the Company’sdecision making. The Board’s role in the Company’s risk oversight process includes receiving regular reports from members of senior management on areas of material risk to the Company, including operational, financial, legal, regulatory, strategic and reputational risks. The Board by seniorreceives these reports to enable it to understand the Company’s risk identification, risk management and risk mitigation strategies. While the Board has the ultimate oversight responsibility for the risk management process, various committees of both management and the approval of our policies and procedures. Board also have responsibility for risk management. The Board receives semi-annual reports from the chairperson of the Enterprise Risk Management Committee under our Risk Management Program. The following items are reviewed under the program: interest rate risk, credit risk, market valuation risk, capital risk, liquidity risk, transaction risk, occurrence risk, reputation riskhas established a Finance and compliance risk, and beginning in 2014, the Finance Committee as well as the Board continue to receive reports from management’s Enterprise Risk Management Committee (the “ERM“Finance Committee”) on a quarterly basis.of the Board to assist in fulfilling this responsibility. The ERMBoard and the Finance Committee approve the Bank’s business strategies and, in conjunction with each department managerso doing, ultimately approve the level of risks the Bank takes. Senior management is responsible for addressingimplementing the Board’s strategies in such a way as to limit the associated risks the Bank takes and updatingfor ensuring that the staff complies with applicable lawsand regulations. To further assist the Board and the Finance Committee in carrying out its responsibility, the Chief Risk Officer (“CRO”) serves as the primary risk management officer for establishing policy and designing and implementing the overall Enterprise Risk Management (“ERM”) framework. While business unit managers are primarily responsible for managing risk inherent intheir areas for which theyof responsibility, the objective of the Chief Risk Officer is to promote risk management practices throughout the organization that are responsible. The risk is assignedwell defined, repeatable, and allow a risk ratingcomprehensive understanding of low, mediumthe Company’srisk profile. Our Chief Risk Officer provides reports and high based on specific factors affecting each area and will also be addressed and rated in an electronic risk rating system, which is in the process of being integrated by the ERM Committee. Previous risk classifications are subsequently updated and any changes in ratings are explained in detailupdates to the Board. All such changes are reviewed and approved byFinance Committee on risk management initiatives. The chair of the Board. In additionFinance Committee reports to the semi-annual Risk Management Reportfull Board with respect to any notable risk management issues and coordinates with other Board and management level committees as necessary. The Board also meets regularly in executive session without management to discuss a variety of topics, including risk. In these ways, the quarterly ERM Committee reports, thefull Board receives extensive financial reportsis able to monitor our risk profile and risk management activities on a monthly basis, including reports on financial performance, securities transactions, loan delinquency and impaired loan reports. anon-going basis.
The Audit Committee provides quarterly updates to the Board relating to our internal and external audit functions,functions. The Board reviews all reports of examination by regulatory agencies, including all annual reviews undertaken by Westfield Bank’s primary regulator, the Office of the Comptroller of the Currency. All Policiespolicies and procedures affecting the risk factors listed above are reviewed and approved by the Board on a monthly, quarterly and annual basis as the case maycasemay be. We believe that through our current reporting structure, the Board maintains strong and effective oversight of all risk factors affecting us. This oversight is maintained through active involvement by members of the Board on its various committees, including the Executive Committee and the Finance Committee which, pursuant to our Bylaws, has the ability to exercise the powers of the Board between Board meetings, and through the Board’s monthly meetings. Recommendations of the Board at these meetings are then implemented by senior management and the results are subsequently reported to the Board. Active involvement by all Board members has been vital to the effective oversight of all risk factors affecting us. Involvement by all members on the Board on various committees, with elected chairpersons for each committee, insuresensures that diverse leadership exists throughout the Board and prevents the centralization of control within one or a group ofgroupof individuals. Environmental, Social and Governance The Company is committed to strengthening the communities we serve through volunteerism and corporate philanthropy, as well as environmental responsibility, serving as a cornerstone of the local community, and maintaining transparencyin governance. The Company supports environmental awareness and sustainability by encouraging and empowering recycling, responsible waste management practices and energy conservation throughout the organization. The Company made upgrades to several of its branch locations as well as its corporate headquarters during 2019, including replacement of interior and exterior lighting to LED sourced bulbs, and the installation of energy efficient heating and air conditioning rooftop units. Similar renovations are scheduled for additional locations in the coming year. We utilize recycled copy paper and stationary products throughout the organization, and we contract with a local information destruction vendor for bulk shredding services, which ensures that shredded paper is recycled back into the marketplace. Further, the Company hosts several community shredding events throughout the year at branch locations during which the community is invited to safely dispose of sensitive documents. The Company continually evaluates opportunities to reduce energy dependence in areas such as facilities, equipment, operations, shipping and business travel, and remains cognizant of our impact onthe environment. We promote economic development through investment in community-strengthening initiatives like small business and affordable housing lending programs, as well as no-cost, first-time homebuyer educational seminars open to the public. In 2019, we conducted six first-time, homebuyer educational seminars in the communities we serve in conjunction with local realtors and attorneys, which resulted in the financing of more than $13 million and over 60 closed loans for first-time homebuyers. The Company has received an “Outstanding” rating in each of its last three Community Reinvestment Act examinations performed by the Office of the Comptroller of Currency. These examinations assess our responsiveness to the financial needs of the communities we serve, with a special emphasis on meeting the needs of low-to-moderate income consumers and small businesses. Throughout our footprint, we have facilitated more than 25 community development loans totaling $42 million and have partnered with numerous local and state-based small business development agencies to foster successfulbusiness relationships. The Company respects, values and invites diversity in our Board, workforce, customers, suppliers, marketplace and community. Our Board is considerably diversified by ISS gender diversity standards, and we actively seek to recruit diversified candidates throughout our communities. The Company additionally has a diverse senior management team of which 40% is comprised of gender or ethnically diverse senior officers. Our workforce is also representative of our commitment to recruit, develop, and retain diverse individuals wherein 19% of our employees are either ethnic minorities, veterans, or persons with disabilities. We remain focused on bolstering our workforce through inclusive hiring and retention practices, which we feel reflects and better servesour communities. Philanthropy has always been one of our Company’s core values as we continually focus on strengthening the communities we serve through our support of economic development and charitable organizations. We accomplish this through a culture of employee volunteerism, corporate sponsorships and grants, non-profit board service by employees, and organized employee fundraising donations for non-profit groups and associations in our communities. In 2019, the Company and its affiliated Charitable Foundation donated in excess of $1.2 million in grants and sponsorships to hundreds of non-profit organizations as well as to economic development groups located within our footprint. As of December 31, 2019, the Company and its affiliated Charitable Foundation have an additional $1.1 million outstanding in multi-year pledged commitments. In addition to the Company’s monetary support, in 2019, the Company provided in excess of 8,000 volunteer hours to hundreds of organizations through its active board leadership and committee roles as well as through organized eventvolunteer efforts. The Company is dedicated to being a financial industry leader in corporate governance and business ethics. Our Board is composed of directors with diverse professional and business experience. All of our directors, other than Messrs. Hagan and Wagner are independent. They all share a commitment to fostering an effective risk environment coupled with a strong internal audit structure. Their unwavering commitment protects our clients, shareholders and reputation. Our Code of Ethics for our Senior Financial Officers and our Code of Conduct reflect the Company’s expectation for the conduct of our directors, officers and employees. Through recurring training and disclosures, as well as periodic communication related to specific topics, the Company maintains the highest level of ethical conduct. The Nominating and Corporate Governance Committee receives annual education related to corporate social responsibility and best practicesfor directors. Board Diversity As mentioned above, our Corporate Governance Guidelines list the various characteristics that the Nominating and Corporate Governance Committee should consider in reviewing candidates for nomination to the Board. In addition to relevant business experience, qualifications, attributes, skills and willingness to devote sufficient time to the Board and its committees, our Corporate Governance Guidelines enumerate personal characteristics that should be considered, including reputation, high integrity, ability to exercise sound judgment and an adherence to highethical standards. In order to ensure that our Board benefits from diverse perspectives, our Board and the Nominating and Corporate Governance Committee seek qualified nominees from a variety of backgrounds, including candidates of age, gender and ethnic diversity. To that end, 25% of the Company’s directors contribute to gender and/orethnic diversity. Board Refreshment Our Board believes that a fully engaged Board is a strategic asset of the Company, and that knowledgeable and fresh viewpoints and perspectives are important for informed decision-making. The Board also believes that appropriate tenure can facilitate trustees developing greater institutional knowledge and deeper insight into the Company’s operations across a variety of economic andcompetitive environments. Even before vacancies arise, the Board periodically evaluates whether it collectively has the right mix of skills, experience, attributes and diverse viewpoints necessary for it to drive shareholder value. The results of this evaluation are used to help inform the desirable skills set for potential Board nominees and to screendirector candidates. At the same time, as part of planning for Board refreshment and director succession, the Nominating and Corporate Governance Committee’s practice has been to periodically consider potential director candidates. As a result of this ongoing review, in the last ten years, the Board has nominated ten new directors and in the last six years, the Board has appointed seven new directors. The average tenure for the Board is6.5 years. With the Board’s recommended slate of four nominees, the Board believes that it has an appropriate balanced board and will continue to consider opportunities to strengthen the Board’s composition over time. As a group, the average tenure of the nominees for election to the Board is approximately7.5 years. COMPENSATION DISCUSSION AND ANALYSIS Executive Summary
We believe thatIn this section, we discuss our executive compensation program is aligned with the interests of shareholders based on the Company’s 2014 performancephilosophy and servesprograms. The “Committee” refers to reward and retain our executives. The following are highlights of the Company’s performance in 2014:
| — | Total loans increased $87.3 million, or 13.7%, to $724.7 million at December 31, 2014 compared to $637.4 million at December 31, 2013and securities declined $45.0 million, or 8.1%, to $508.8 million at December 31, 2014, compared to $553.8 million at December 31, 2013, in order to fund that loan growth. |
| — | Net interest and dividend income increased $327,000 to $31.1 million for the year ended December 31, 2014, compared to $30.7 million for the year ended December 31, 2013 primarily due to a $367,000 decrease in interest expense from the comparable 2013 period. |
| — | Noninterest expense decreased $733,000 to $25.9 million at December 31, 2014, compared to $26.6 million at December 31, 2013. The decrease in noninterest expense for the year ended December 31, 2014 was primarily due to a decrease in salaries and benefits of $749,000 resulting from a decrease in employee benefits costs and share-based compensation expense. |
| — | The efficiency ratio, excluding non-core items, was 73.6% and 76.8% for the years ended December 31, 2014 and 2013, respectively. |
| — | C&I and CRE loans grew by 11% or $44.1 million. |
In addition, the Compensation Committee made significant changesin this Compensation Discussion and Analysis. Following this discussion, we disclose compensation of our named executive officers (“NEOs”) in the Summary Compensation Table and other compensation tables. The following individuals are our NEOsfor 2019:
•James C. Hagan, President and ChiefExecutive Officer; •Allen J. Miles, III, Executive Vice President and ChiefLending Officer; •Guida R. Sajdak, Executive Vice President, Chief Financial Officer andTreasurer; and •William J. Wagner, Employee Advisor to itstheExecutive Committee Advisory Vote on NEO Compensation At our Annual Meeting of shareholders held on May 14, 2019, we held an advisory vote on executive compensation program in ordercompensation. Although the vote was non-binding, the Committee has considered and will continue to incorporate a stronger pay-for-performance alignment by rewarding our executives in lightconsider the outcome of the performance achievedvote when determining compensation policies and value delivered to the shareholders. It is the Committee’s goal going forward to ensure that a significant amount of executive compensation is tied to variable/performance-based pay, both short and long-term. In 2013, Westfield engaged Pearl Meyer & Partners (“PM&P” or the “Consultant”), to review its executive compensation program and the resultssetting NEO compensation. Approximately 94% of the study found that although base salaries were generally competitive, the profit-sharing bonuses and lack of equity compensation contributed to total direct compensation (cash + equity) falling below market. In addition, the study highlighted that the executive pay program did not incorporate as much variable pay as peers. In 2014, Westfield engaged PM&P to design a formal, short-term incentive program that utilizes a balanced portfolio of performance metrics that reward for corporate and individual success. As discussed below in further detail, this program replaces the existing profit sharing bonus with a plan specifically tied to shareholder-based performance metrics. It is the Committee’s goal in 2015 to develop a formal equity-based long-term incentive plan once again incorporating shareholder-based metrics to further align equity-based incentives with thoseshares of our shareholders. This plancommon stock thatwere voted on the proposal were voted for the approval of the compensation of the NEOs as disclosed in our 2019proxy statement.
The Committee will derive fromcontinue to consider the 2014 Omnibus Incentive Plan (the “2014 Omnibus Plan”) which was approved byoutcome of our shareholders in 2014. say-on-pay proposal, regulatory changes and emerging best practices when making future recommendations regarding compensation forour executives. Role of the Compensation Committee, Management and Compensation ConsultantOur Decision Making Process
Role of the Compensation Committee.Committee The Compensation Committee of the Board of Directors is responsible for discharging the Board’s duties in executive compensation matters and for administering the Company’s incentive and equity-based plans. The Committee oversees the development and implementation of the total compensation program for Westfield’s Named Executive Officers. forour NEOs. The Compensation Committee has the responsibility for establishing, implementing and continually monitoring adherence with our Executive Compensation Philosophy.executive compensation philosophy. The Committee ensures that the total compensation paid to executives is fair, reasonable, and performance-based while aligning with shareholderwithshareholder interests. Details on the Committee’s functions are more fully described in its charter, which has been approved by the Board of Directors and is available on our website. To fulfill its charter and responsibilities, the Committee met throughout the year, meeting eightfour times in 2014,2019, and also may take action by written consent. The Chair of the Committee regularly reports on Committee actions at meetings of the Company’s Board, which actions are reviewed and approved by thebythe Board. The Committee reviews all compensation components for the Company’s Chief Executive Officer and other executive officers, including base salary, annual incentive, long-term incentives/equity, benefits and other perquisites. In addition to reviewing competitive market values, the Committee examines the total compensation mix, pay-for-performance relationship, and how all elements, in aggregate, comprise the executive’s total compensation package. The Committee also reviews the employment contractcontracts with the Chief Executive Officer, Chief Financial Officer, Executive Vice President andChief Information Officer, Chief Lending Officer, General Counsel, Chief Risk Officer, Chief Banking Officer, Employee Advisor to the Executive Committee, and Chief Credit Officer as well as the Change in Control agreementsAgreements or any severance agreementagreements with other senior officers. The Compensation Committee and Management consider themanagement closely review any accounting and tax (individual and corporate) consequences of the compensation plans prior to making changes to thetothe plans. The Committee reviews the Chief Executive Officer’s performance annually and makes decisions regarding the Chief Executive Officer’s compensation, including base salary, incentives and equity grants based on this review. Input and data from management and outside consultants and advisors are provided as a matter of practice and as requested by the Committee to provide external reference and perspective. While the Chief Executive Officer makes recommendations on other Named Executive Officers,NEOs, the Committee is ultimately responsible for approving compensation for all Named Executive Officers.NEOs. The Compensation Committee reviews its decisions with the full Board of Directors and obtains its approval on allonall actions. The Committee has the sole authority and resources to obtain advice and assistance from internal or external legal, human resource, accounting or other advisors or consultants as it deems desirable or appropriate. The Committee has direct access to outside advisors and consultants throughout the year as they relate to executive compensation. The Committee has direct access to, and meets periodically with, the compensation consultant independently ofindependentlyof management. Role of the Compensation Consultant.Consultant In 2014,2019, the Committee retained the services of PM&PPearl Meyer & Partners, LLC (“Pearl Meyer”) to serve as the Committee’s independent advisor. PM&P assistedAs needed, Pearl Meyer assists the Committee with the following activities in 2014: short-term incentive plan design, Board of Directorsvarious compensation review,issues for its executives and development of long-term incentive strategy and other miscellaneous requests of the Committee.attends committee meetings duringthe year. The Consultants reportedPearl Meyer reports directly to the Committee and carriedcarries out their responsibilities to the Committee in coordination with the Company’s Human Resources Department,human resources department, as requested by the Committee. The Committee Chair has regular contact with the ConsultantPearl Meyer outside formal Committee meetings, as appropriate. The Committee maintains the authority to approve fees and other retention terms with respect to the compensation consultant. The Committee has reviewed PM&PPearl Meyer’s services and determined that the ConsultantPearl Meyer is independent with respect to SEC standards as well as CompanyasCompany policy.
Role of Management.Management The Company’s management provides information and input, as requested by the Committee, to facilitate decisions related to executive compensation. Members of management may be asked to provide input relating to potential changes in compensation programs for review by the Committee. The Committee occasionally requests members of management to be present at meetings where executive compensation and Company or individual performances are discussed and evaluated. Executives are freeencouraged to provide insight, suggestions or recommendations regarding executive compensation. However,compensation, however, only Committee members are allowed to vote on decisions regarding executiveregardingexecutive compensation.
Compensation Philosophy and Overall Program Objectives
We strive to attract, retain and motivate qualified executives crucial to our success. Our approach is to compensate executives commensurate with their experience, expertise and performance and to be competitive with the other comparative financial companies of similar size, complexities and business. In addition, our compensation programs have been designed and implemented to reward executives for sustained financial and operating performance and to encourage such executives to remain with us for an extended period of time. We ensure that our compensation programs are designed to:
| — | Motivate and reward executives for achievements tied to our business strategy; |
| — | retain and recruit executive talent; |
| — | create sustained financial strength and long-term shareholder value; and |
| — | provide a balanced approach that rewards our executives for both short-term and long-term performance results andappropriate risk taking. |
We seek to achieve these objectives by providing executives the following elements of pay:
| — | Annual bonus / incentives |
| — | Long-term incentives (equity) |
| — | Retirement and Other Benefits |
| — | Employment and change-in-control agreements |
We focus on both current and future compensation and combine both of these elements in a manner that we believe optimizes the executive’s contribution to the Company in a risk appropriate manner.
Inputs into Decision Making Process
We use market data from comparative financial companies of similar size, complexities and business as one factor in making compensation decisions, along with individual contribution and performance, importance of role and responsibilities, as well as leadership and growth potential as additional factors. We also rely upon our judgment and the judgment of compensation professionals in making compensation decisions to insure that the strategic, financial, leadership and shareholder value creation objectives are met.
Use of Outside Advisors and Survey Data.The Compensation Committee has employed an outside compensation consultant, Pearl Meyer & Partners, Boston, Massachusetts (“PM&P”), to assist in the evaluation of the compensation of our Chief Executive Officer and other selected officers for 2014.The Compensation Committee instructed the consultant to develop market comparisons and recommendations regarding the compensation of such officers. In 2014,PM&P provided recommendations regarding the levels of compensation of such officers relative to our industry peers. The Compensation Committee took into account the recommendations ofPM&P and utilized information, including peer data, regarding the compensation of our officers provided by the consultant in evaluating, recommending and determining compensation levels.PM&P were paid $43,631for compensation related services in 2014 and the Compensation Committee has determined that PM&P is independent and does not have any conflict of interest in providing advice to the Compensation Committee. The Compensation Committee uses its own criteria coupled with empirical data to establish the Chief Executive Officer’s base salary. This process is repeated for determining fair compensation for all members of the Board and its committees. The Compensation Committee maintains the authority to approve fees and other retention terms with respect to the compensation consultant. No compensation consultant provides us with any additional services beyond annual executive and employee salary-based compensation services.
The Compensation Committee reviews the Company peer group on an annual basis and updates the peer group as appropriate to ensure that the peer group continues to consist of financial institutions with business models and demographics similar to the Company. The Compensation Committee looked at the compensation practices of the following financial institutions when making its compensation decision for the 2014 named executive officers. These institutions range in asset size between approximately $600 million to $2.5 billion:
| New Hampshire Thrift Bancshares, Inc. | | Camden National Corp. | | Arrow Financial Corp.
ESB Financial Corp.
| | United Financial Bancorp, Inc. | | Enterprise Bancorp, Inc.
CNB Financial Corp.
| | Merchants Bancshares, Inc. | | ESSA Bancorp, Inc. | | First Bancorp, Inc., | | Bar Harbor Bankshares | | Hingham Institution for Savings
Citizens & Northern Corporation
Orrstown Financial Services, Inc.
Codorus Valley Bancorp, Inc.
ACNB Corporation
AmeriServ Financial, Inc.
Penns Wood Bancorp
Evans Bancorp, Inc.
Northeast Bancorp | | |
In making decisions with respect to any element of a named executive officer’s compensation, the Compensation Committee considers annually the total compensation that may be awarded to the officer, including salary and long-term and short-term incentive compensation. In addition, in reviewing and approving employment agreements for named executive officers, the Compensation Committee considers the other benefits to which the officer is entitled by the agreement, including compensation payable upon termination of the agreement under a variety of circumstances. The Compensation Committee’s goal is to award compensation that is reasonable when all elements of potential compensation are considered. The Compensation Committee is provided, prior to the end of each fiscal year, a compensation schedule for each named executive officer, containing the amount of all forms of compensation. This schedule is used as a tool by the Compensation Committee when considering the total compensation of each named executive officer.
The following officers are our named executive officers for 2014:
| — | James C. Hagan, President and Chief Executive Officer; |
| — | Leo R. Sagan, Jr., Senior Vice President, Chief Financial Officer and Treasurer; |
| — | Allen J. Miles, III, Executive Vice President and Chief Lending Officer; |
| — | Gerald P. Ciejka, Senior Vice President, General Counsel and Human Resource Director; and |
| — | Louis O. Gorman, Senior Vice President, Credit Administration and Chief Credit Officer |
Effect of 2014 Advisory Vote on NEO Compensation.At our annual meeting of shareholders held on May 15, 2014, we held an advisory vote on executive compensation. Although the vote was non-binding, the Compensation Committee has considered and will continue to consider the outcome of the vote when determining compensation policies and setting named executive officer compensation. Approximately 51% of the shares of our common stock that were voted on the proposal were voted for the approval of the compensation of the named executive officers as disclosed in our 2014 proxy statement. Historically, our advisory vote on compensation has received an average of 95% approval.
The Compensation Committee believes that the low approval percentage of the 2014 advisory vote was based on the Company’s tender offer of underwater stock options which occurred in August, 2013. The tender offer of such options was conducted in 2013 in order to terminate the Company’s existing legacy-based 2007 Stock Option Plan, in order to adopt a new omnibus long-term incentive plan. The Company believed that the elimination of the legacy-based plan and the adoption of the new long-term plan were in the best interests of the Company’s shareholders since it would enable the Company to incorporate more performance-based compensation into the executives’ mix of pay through the use of additional equity vehicles. In addition, we believed that such tender offer was beneficial to shareholders because the completion of this tender offer eliminated the dilutive effect of approximately 1.6 million options (or approximately 8% of outstanding shares at that point in time).
As result of the 2014 advisory vote on executive pay, the Compensation Committee and the Board of Directors will not in the future approve the tender offer of underwater options without the consent of the shareholders. Additionally, the 2014 Omnibus Plan which was approved by shareholders contains a prohibition against such action.
During 2014, the Committee worked with PM&P to develop a performance-based, short-term incentive plan which will replace the annual profit-sharing bonus plan in 2015 and also began developing a formal long-term incentive strategy with the goal of incorporating more performance-based compensation into the executive pay program. We believe these new performance-based incentive programs will more closely align the interests of management with those of shareholders. The Compensation Committee will continue to consider the outcome of our say-on-pay proposal, regulatory changes and emerging best practices when making future recommendations regarding compensation for our executives.
Elements of Pay and 20142019 Decisions Similar to prior years, the compensation paid to our named executive officers during 2014 consisted of the following three primary components:
| — | Base salary–We provide a fixed base salary to our executives to provide for a level of compensation that is assured; |
| — | Annual profit sharing bonuses –We provide, when warranted, annual cash bonuses to our executives based on our performance and profitability which was paid in 2014 but will be replaced in 2015 with a performance-based short-term incentive plan described below; and |
| — | Long-term incentive awards–We historically provided long-term incentive awards to our executives, comprised of time-vested restricted stock grants and stock options, which were intended to reward them for prior service and motivate them to stay with us and build long-term shareholder value. This program will be replaced in 2015 with a performance-based long-term incentive program which we believe will assist in creating long term shareholder value. |
Base Salaries and Annual Bonuses.The minimum salaries for Mr. Hagan, Mr. Sagan, Mr. Ciejka and Mr. Miles were determined by employment agreements and any increase over these minimums, and the salaries of the other executive officers, are determined by the Compensation Committee based on a variety of factors, including:
| — | the nature and responsibility of the position and, to the extent available, salary norms for persons in comparable positions at other financial institutions; |
| — | the expertise of the individual executive and (except for their own compensation) the recommendations of the Chief Executive Officer, Executive Vice President, Chief Financial Officer and General Counsel; and |
| — | the alignment of the interests of executives with those of the shareholders. |
Where not specified by contract, salaries are generally reviewed annually and are designed to reward annual achievements and are to be commensurate with the executive’s responsibilities, leadership abilities and management expertise and effectiveness. In addition, the Compensation Committee considers our financial and market performance and the creation of long-term shareholder value in determining salaries.
As in prior years, the compensation program provided for an annual cash bonus (profit-sharing) based on our performance and profitability as compared to our operating budget, which was prepared by management and approved by the Board at the beginning of the fiscal year. Based on the degree of success, cash bonus percentage of base salary is designated by the Compensation Committee at the end of the fiscal year and applied it to each executive officer, as well as all other employees, on a uniform basis. For 2014 performance, a bonus of 6% of base salary was paid to our named executive officers, with the exception of Mr. Miles who received a bonus of 10% of base salary.
Long-Term Incentives.The long-term incentive program provides a periodic award that is both performance and retention based in that it is designed to recognize the executive’s responsibilities, reward demonstrated performance and leadership and to retain such executives. The objective of the program is to align compensation for the named executive officers over a multi-year period directly with the interests of our shareholders by motivating and rewarding creation and preservation of long-term financial strength, shareholder value and relative shareholder return. The level of long-term incentive compensation is determined based on an evaluation of competitive market factors in conjunction with total compensation provided to the named executive officers and the goals of the compensation program. Our long-term incentive compensation in the past has taken the form of a combination of restricted stock grants and option rewards. In 2014, the Company proposed and the shareholders accepted the 2014 Plan in order to replace the 2007 Recognition and Retention Plan (the “2007 R&R Plan”) and the 2007 Stock Option Plan (the “2007 Option Plan”). Based on shareholder approval of the 2014 Plan, the 2007 R&R Plan and the 2007 Stock Option Plan were frozen and no additional awards have been or will be granted thereunder.
It is the policy and part of the Compensation Committee’s charter that neither the Compensation Committee, nor any member of our management, shall backdate an equity grant under our long-term incentive program or manipulate the timing of a public release of material information with the intent of benefiting a grantee under an equity award. Accordingly, scheduling decisions concerning equity grants are made without regard to anticipated earnings or major announcements. In furtherance of this policy the Compensation Committee, in order to ensure the integrity of awards granted under its long-term incentive program, has designated the June Board meeting as the annual grant date for such awards. Grants made outside of this annual grant date must be approved in writing by our Chief Executive Officer and must be presented and approved at the subsequent Board meeting and will be deemed granted on the first business day following approval by our Board.
Restricted Stock and Stock Options. The Compensation Committee did not grant any long-term incentive awards to any named executive officer during 2014. Under the 2014 Omnibus Plan restricted stock and stock options granted as long-term incentive compensation to the named executive officers vest over a period of three to five years and are conditioned on continued employment and will have the same recoupment provisions as contained in the short-term incentive plan discussed above. Stock options, under such plan have exercise prices of not less than fair market value of our stock on the date of grant. The charter of the Compensation Committee prohibits the Compensation Committee from granting an award with a price or value less than the fair market value of our stock on a day other than the grant date of such award. We prohibit the repricing of stock options. The Compensation Committee has never granted stock options with exercise prices below the market price of our stock on the date of grant and has never reduced the exercise price of stock options except to reflect the exchange value in connection with the second-step conversion closed on January 3, 2007.
2019 Short-Term Incentive Plan.PlanThe Compensation For 2019, the Committee in 2014 approved a performance-based, short-term incentive plan for executive and senior management and selected employees. A major element of our compensation philosophy is to make sure annual cash incentives are linked to the achievement of measureable corporate and individual performance.performance metrics. Our performance-based, short-term incentivesincentive plan (the “STI Plan”) provides us with a vehicle to reward participants for superior company and individual performance. During 2015,2019, each named executive officer,NEO, with the exception of Mr. Wagner, senior management and selected employees will bewere eligible to participate in the STItheSTI plan. Performance Measures. The Compensation Committee, working with assistance from the Committee’s executive compensation consultant,management and Pearl Meyer, established and approved the CompanyCompany’s performance metrics within the incentive plan. The performance triggers in order to activate the plan are as follows:(1) net income must be at least 70% of budgeted net yearly income; and (2) the Company’s subsidiary, Westfield Bank, must receive satisfactory regulatory ratings from its regulatory examiner. Incentives for each executive are tied to a combination of Company performance measuresand individual performance. The Company uses the following metrics and weightings in determining the short-term incentive award for 2015 are (1)each executive: earnings per share (40%) and (2) efficiency ratio. Each performance measure was assigned a separate weighting. Earnings per share received a weighting of 40% with efficiency ratio receiving a weighting(35%). The remaining 25% of 35%. Individualthe executives’ incentive award was tied to individual performance will receive a weightingand linked to the Company’s performance management rating system. This approach allows executives to be assessed across multiple individual performance goals determined at the beginning of 25%. the year as part of the performancemanagement process. No awards are paid for performance below threshold for a particular performance measure but will be paid out for other performance measures provided threshold performance is obtained. Actual payouts for each goal are based upon final performance between threshold and stretch levels. Actual payouts for each performance goal are pro-rated for any level of performance between threshold and stretch using interpolation to reward incremental improvement. The Compensation Committee has the discretion to adjust any payouts to reflect the business environment and marketandmarket conditions. Incentive Opportunities. Each participant will havehad a target award (expressed as a percentage of earned base salary during the fiscal year) and range that defines the incentive opportunity. The CEO’s target is 10% of base salary and the other executive and senior officers’ target is 7.5% of base salary. Actual awards will vary based on performance and range from 0% of target (not achieving minimalthreshold performance for a goal) to 150% of target for exceptional performance. The Compensation Committee maintains the discretion to modify, decrease or increase or eliminate the award based on positive or negative performance of the Companyor individual. Long-Term Incentive Plan The long-term incentive program (the “LTI Plan”) provides a periodic award that is both performance and retention based in that it is designed to recognize the executive’s responsibilities, reward demonstrated performance and leadership and to retain such executives. The objective of the LTI Plan is to align compensation for the NEOs over a multi-year period directly with the interests of our shareholders by motivating and rewarding creation and preservation of long-term financial strength, shareholder value and relativeshareholder return. In 2019, the Committee worked with Pearl Meyer to continue to improve upon the LTI Plan framework in light of thefollowing objectives: •Align executives with the Company’sshareholder interest. •Increase Company or individual.executivestock ownership/holdings. •Ensure sound risk management by providing a balanced view of performance and aligning rewards with the time horizonof risk. •Position the Company’s total compensation to be competitive with the market for meetingperformance goals. •Motivate and reward long-termsustained performance. •Enable the Company to attract and retain talent needed to drive theCompany’s success. Clawback.Eligibility. The LTI Plan includes eligible officers of the Company and all non-employee directors. Officers participating in the LTI Plan are nominated by the Company’s Chief Executive Officer and approved by the Committee. The LTI Plan is triggered by the Company’s achievement of satisfactory safety and soundness results from its most recentregulatory examination.
Equity Instruments and Vesting. In 2019, the LTI Plan utilized acombination of: •50% Time-based Restricted Stock, which support executive ownership and retention objectives. Grants vest over a three-year period (1/3 per year) for eligible officers of the Company and in one year for allnon-employee directors. •50% Performance-based Restricted Stock, which promote pay for performance since the awards are only earned when pre-defined performance goals are met. Grants are earned and banked at the end of each performance period, within the three-year period, but are issued only at the end of the three-year performance period (2019– 2021). Incentive Opportunity. For 2019, the target opportunity provided through the LTI Plan was 30% of base salary for the CEO and 20% of base salary for the remaining NEOs, with the exception of Mr. Wagner, each valued at the date of the grant. The payout under the 2019 LTI Plan will occurin 2020. Clawback Policy Under the LTI and STI Plan,Plans, if the Board or an appropriate Board committee has determined that any fraud or intentional misconduct by one or more executive officers caused, directly or indirectly, the Company to restate its financial statements, the Board or committee may require reimbursement of any bonus or incentive compensation awarded to such officers and/or effect the cancellation of awards. This policy operates in addition to any (a) recoupment provisions contained in the terms of other compensation awards or programs, and (b) recoupment requirements imposed under applicableunderapplicable laws. Stock Ownership Guidelines Periodic Review.We do not believe that our compensation policies and practicesmaintain stock ownership guidelines for our employees are reasonably likelyNEOs. These guidelines were established to have an adverse effect on us. The Compensation Committee has previously and will continue to review annually bothpromote a long-term perspective in managing the short-term bonus program and the long-term incentive program to ensure that their respective key elements continue to meet objectives described aboveCompany and to determine that such programs do not havealign the interests of our shareholders and NEOs. The stock ownership goal for each of these individuals is a material adverse effect onmultiple of 1x salary. The guidelines provide the Company.
NEOs five years to comply. As of December 31, 2019, all NEOs were in compliance with the stock ownership guidelines. Information about ownership guidelines for our non-employee directors can be found in “Director Compensation” of thisproxy statement. Other Benefits Benefit Restoration. We have established our Benefit Restoration Plan in order to provide restorative payments of executives who are prevented from receiving full benefits contemplated by our employee stock ownership plan’s benefit formula as well as the 401(k) plan’s benefit formula. Such plan is used to retain and reward the executive officers for their demonstrated performance and leadership abilities. The restorative payments consist of payments in lieu of shares and making contributions under the 401(k) plan that cannot be allocated to participants due to legal limitations imposed on tax-qualified plans. Currently, only the Chief Executive Officer is a participant in the plan. The Compensation Committee considers the remuneration received under this plan when annually determining the executives’ total compensation.
Benefits and Perquisites. The Compensation Committee supports providing benefits and perquisites to the named executive officersNEOs that are substantially the same as those offered to officers of comparative financial institutions, which we believe are reasonable, competitive and consistent with our overall compensation program. In addition, we may also make available to certain named executive officersNEOs the use of a Company automobile, as was the case in 20142019 for the Chief Executive Officer, the Executive Vice President, the Chief Financial Officer, the Chief Investment Officer and the General Counsel.Employee Advisor to the Executive Committee. On October 22, 2019, the Company gifted the Company-provided automobile to the Employee Advisor to theExecutive Committee. Employment Agreements and Change of Control Agreements. The Compensation Committee believes that our continued success depends, to a significant degree, on the skills and competence of certain senior officers. The employment agreements are intended to ensure that we continue to maintain and retain experienced seniorexperiencedsenior management. We currently have employment agreements with our Chief Executive Officer, Mr. Hagan, our Chief Financial Officer, Mr. Sagan,Hagan; our Executive Vice President, Mr. Miles,Miles; our Executive Vice President, Mrs. Sajdak and our General Counsel,Employee Advisor to the Executive Committee, Mr. Ciejka,Wagner, in order to retain such executives. The employment agreementagreements of Messrs. Hagan Ciejka,and Miles and Sagan, provide for an initial three-year term subject to separate one-year extensions as approved by the Board at the end of each applicable fiscal year with minimum annual salaries, discretionary cash bonuses and other fringe benefits. On October 22, 2019, we entered into an amendment to Mr. Wagner’s employment agreement. Pursuant to the amendment, Mr. Wagner’s term was extended for two years, expiring on October 21, 2021. Pursuant to the amendment to Mr. Wagner’s employment agreement, Mr. Wagner became an Employee Adviser to the Executive Committee of the Board and ceased serving as the Company’s Chief Business Development Officer. The agreements also include protection for the executives, if we experience a change in ownership or control. If such a change in controlchange-in-control occurs, a portion of the severance payments might constitute an “excess parachute payment” under current federal tax laws. Messrs. Hagan, Ciejka, MilesHagan’s, Miles’ and Sagan’sWagner’s and Mrs. Sajdak’s employment agreements do not provide for taxfortax indemnity. We have entered into one-year change of control agreements with Mr. Gorman, our Senior Vice President – Credit Administration and Chief Credit Officer, and two other senior officers. The purpose of these agreements are to prevent executives from leaving to pursue other employment out of concern for the security of their jobs or being unable to concentrate on their duties and responsibilities. In order to enable executives to focus on the best interests of the shareholders, we have offered these agreements to these selective senior officers. The term of these agreements is perpetual until we give notice of non-extension, at which time the term is fixed for one year. Generally, we may terminate the employment of any officer covered under these agreements, with or without cause, at any time prior to a change of control without obligation for severance benefits. However, if we sign a merger or other business combination agreement, or if a third party makes a tender offer or initiates a proxy contest, we cannot terminate an officer’s employment without cause without liability for severance benefits. The severance benefits would generally be equal to the value of the cash compensation and fringe benefits that the officer would have received if he or she had continued working for one additional year. We would pay the same severance benefits if the officer resigns after a change of control following a loss of title, office or membership on the Board, material reduction in duties, functions or responsibilities, involuntary relocation of his or her principal place of employment to a location over 25 miles from our principal office on the day before the change of control and over 25 miles from the officer’s principal residence or other material breach of contract which is not cured within 30 days.
These agreements also provide uninsured death and disability benefits. If we experience a change in ownership, a change in effective ownership or control or a change in the ownership of a substantial portion of our assets as contemplated by Section 280G of the Code, a portion of any severance payments under the change of control agreementsChange-in-Control Agreement might constitute an “excess parachute payment” under current federal tax laws. Any excess parachute payment would be subject to a federal excise tax payable by the officer and would be non-deductible by us for federal income tax purposes. The changes of control agreements doChange-in-Control Agreement does not provide a taxatax indemnity.
EXECUTIVE COMPENSATION EXECUTIVE AND DIRECTOR COMPENSATION
Summary Compensation Table The following table sets forth information regarding compensation awarded to or earned by our named executive officersNEOs for service during each of the last threetwo completed fiscal years,as applicable: Name and Principal
Positions | | Year | | Salary(1)
($) | | Bonus(1)
($) | | Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings(2)
($) | | All Other
Compensation
(3)
($) | | Total
($) | | JamesC. Hagan | | | 2014 | | | | 386,634 | | | | 22,339 | | | | 49,829 | | | | 37,124 | | | | 495,926 | | | President and Chief Executive | | | 2013 | | | | 361,470 | | | | 10,844 | | | | 41,293 | | | | 35,498 | | | | 449,105 | | | Officer | | | 2012 | | | | 350,942 | | | | 21,056 | | | | 48,414 | | | | 44,666 | | | | 465,078 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Leo R. Sagan, Jr. | | | 2014 | | | | 194,529 | | | | 11,239 | | | | 34,709 | | | | 19,522 | | | | 259,999 | | | Senior Vice President, Chief | | | 2013 | | | | 181,868 | | | | 5,456 | | | | 25,291 | | | | 18,244 | | | | 230,859 | | | Financial Officer and Treasurer | | | 2012 | | | | 176,571 | | | | 10,594 | | | | 31,345 | | | | 22,901 | | | | 241,411 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Allen J. Miles, III | | | 2014 | | | | 240,809 | | | | 23,189 | | | | 31,634 | | | | 23,775 | | | | 319,407 | | | Executive Vice President and | | | 2013 | | | | 225,136 | | | | 6,754 | | | | 27,198 | | | | 22,524 | | | | 281,612 | | | Chief Lending Officer | | | 2012 | | | | 218,578 | | | | 13,115 | | | | 29,213 | | | | 28,181 | | | | 289,087 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Gerald P. Ciejka | | | 2014 | | | | 194,529 | | | | 11,239 | | | | 29,072 | | | | 19,622 | | | | 254,462 | | | Senior Vice President and General | | | 2013 | | | | 181,868 | | | | 5,456 | | | | 22,861 | | | | 18,336 | | | | 228,521 | | | Counsel | | | 2012 | | | | 176,571 | | | | 10,594 | | | | 21,055 | | | | 22,301 | | | | 230,521 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Louis O. Gorman | | | 2014 | | | | 167,033 | | | | 9,651 | | | | 31,428 | | | | 17,291 | | | | 225,403 | | | Senior Vice President, Credit | | | 2013 | | | | 156,162 | | | | 4,685 | | | | 28,319 | | | | 16,609 | | | | 205,775 | | | Administration | | | 2012 | | | | 151,613 | | | | 9,097 | | | | 28,938 | | | | 18,866 | | | | 208,514 | |
_________________
| (1) | The figures shown for salary and bonus represent amounts earned for the fiscal year, whether or not actually paid during such year. |
| (2) | Amounts in this column represent the increase (if any) for each respective year in the present value of the individual’s accrued benefit (whether not vested) under each tax-qualified and non-qualified actuarial or defined benefit plan calculated by comparing the present value of each individual’s accrued benefit under each such plan in accordance with FASB ASC Topic 715,Retirement Benefits, as of the plan’s measurement date in such year to the present value of the individual’s accrued benefit as of the plan’s measurement date in the prior fiscal year. |
| (3) | Amounts in this column are set forth in the table below and include life insurance premiums, 401(k) matching contributions, ESOP contributions, dividends on unvested restricted stock and contributions under the Benefit Restoration Plan. The named executive officers participate in certain group life, health, disability insurance and medical reimbursement plans, not disclosed in the Summary Compensation Table, that are generally available to salaried employees and do not discriminate in scope, terms and operation. In addition, we provide certain non-cash perquisites and personal benefits to each named executive officer that do not exceed $10,000 in the aggregate for any individual, and are not included in the reported figures. |
| | | Life
Insurance
Premiums
($) | | 401(k) Matching
Contributions
($) | | ESOP
Contributions
($) | | Dividends
on
Unvested
Restricted
Stock
($) | | Contributions
under the
Benefit
Restoration
Plan
($) | | Total
($) | | James C. Hagan | | | 1,666 | | | | 6,918 | | | | 16,231 | | | | — | | | | 12,309 | | | | 37,124 | | | Leo R. Sagan, Jr. | | | 1,542 | | | | 5,836 | | | | 12,144 | | | | — | | | | — | | | | 19,522 | | | Allen J. Miles, III | | | 1,613 | | | | 7,129 | | | | 15,033 | | | | — | | | | — | | | | 23,775 | | | Gerald P. Ciejka | | | 1,642 | | | | 5,836 | | | | 12,144 | | | | — | | | | — | | | | 19,622 | | | Louis O. Gorman | | | 1,565 | | | | 5,011 | | | | 10,427 | | | | 288 | | | | — | | | | 17,291 | |
Grants of Plan-Based Awards
No grants of plan-based awards were made during 2014.
| | | | | | | | | | | | | | | Name and Principal Positions | | Year | | Salary(1)
($) | | Bonus(1)
($) | | Non-Equity
Incentive Plan
Compensation(2)
($) | | Stock
Awards(3)
($) | | All Other
Compensation(4)
($) | | Total
($) | James C. Hagan President and Chief Executive Officer | | 2019 | | 504,708 | | — | | 140,056 | | 152,275 | | 49,134 | | 846,173 | 2018 | | 467,213 | | — | | 83,865 | | 140,998 | | 60,662 | | 752,738 | | | | | | | | | | | | | | | | William J. Wagner Employee Advisor to the Executive Committee | | 2019 | | 328,365 | | — | | — | | — | | 30,449 | | 358,814 | 2018 | | 350,000 | | — | | — | | — | | 32,519 | | 382,519 | | | | | | | | | | | | | | | | Allen J. Miles, III EVP and Chief Lending Officer | | 2019 | | 286,449 | | — | | 50,272 | | 57,496 | | 27,751 | | 421,968 | 2018 | | 272,808 | | — | | 34,067 | | 54,753 | | 26,464 | | 388,092 | | | | | | | | | | | | | | | | Guida R. Sajdak EVP Chief Financial Officer and Treasurer | | 2019 | | 252,399 | | — | | 47,577 | | 50,882 | | 19,738 | | 370,596 | 2018 | | — | | — | | — | | — | | — | | — |
(1)The figures shown for salary and bonus represent amounts earned for the fiscal year, whether or not actually paid duringsuch year. (2)Amounts shown in this column reflect cash awards under the STI Plan, which were paid in February of the followingcalendar year. (3)Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 with respect to restricted stock awards granted to our NEOs. For more information concerning the assumptions used for these calculations, please refer to the notes to the financial statements contained in the 2019 Annual Report on Form 10-K. The stock award column does not include the value of dividends paid on unvested restricted stock, which are included in the Summary Compensation Table under the caption “AllOther Compensation.” (4)Amounts in this column are set forth in the table below and include life insurance premiums, 401(k) Plan matching contributions, ESOP contributions, dividends on unvested restricted stock and contributions under the Benefit Restoration Plan.TheNEOsparticipate in certain group life, health, disability insurance and medical reimbursement plans, not disclosed in the Summary Compensation Table, that are generally available to salaried employees and do not discriminate in scope, terms and operation. In addition, we provide certain non-cash perquisites and personal benefits to each NEO that do not exceed $10,000 in the aggregate for any individual, and are not included in thereported figures. | | | | | | | | | | | | | | | Life
Insurance
Premiums
($) | | 401(k)
Matching
Contributions
($) | | ESOP
Contributions
($) | | Dividends on
Unvested
Restricted
Stock
($) | | Contributions
under the
Benefit
Restoration
Plan
($) | | Total
($) | James C. Hagan | | 4,693 | | 7,527 | | 14,249 | | 3,960 | | 18,705 | | 49,134 | Allen J. Miles, III | | 1,262 | | 6,271 | | 18,518 | | 1,700 | | — | | 27,751 | Guida R. Sajdak | | — | | 5,811 | | 13,119 | | 808 | | — | | 19,738 | William J. Wagner | | 5,984 | | 9,851 | | 14,614 | | — | | — | | 30,449 |
Outstanding Equity Awards at Year-End There were noThe following table provides information about outstanding stockequity awards or stock options held by named executive officers as ofunder the Company’s equity compensation plans at December 31, 2014.2019, whether granted in 2019or earlier.
| | | | | | | | | | | | | Restricted Stock Awards | Name | | Grant Date | | Number of
Shares or Units
of Stock That
Have Not Vested
(#)(2) | | Market Value of
Shares or
Units of Stock
That Have Not
Vested
($)(1) | | Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other Rights
That Have Not
Vested
(#)(3) | | Equity Incentive
Plan Awards:
Market or Payout
Value of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
($)(1) | James C. Hagan | | 5/23/2017 | | — | | — | | 6,410 | | 61,728 | | | 1/30/2018 | | 2,126 | | 20,473 | | 6,380 | | 61,439 | | | 02/26/2019 | | 5,195 | | 50,028 | | 7,793 | | 75,047 | Allen J. Miles, III | | 5/23/2017 | | — | | — | | 2,569 | | 24,739 | | | 1/30/2018 | | 825 | | 7,945 | | 2,478 | | 23,863 | | | 02/26/2019 | | 1,962 | | 18,894 | | 2,942 | | 28,331 | Guida R. Sajdak | | 5/23/2017 | | — | | — | | 2,141 | | 20,618 | | | 1/30/2018 | | 688 | | 6,625 | | 2,065 | | 19,886 | | | 02/26/2019 | | 1,736 | | 16,718 | | 2,604 | | 25,077 | William J. Wagner | | — | | 0 | | 0 | | 0 | | 0 |
(1)The market values of these shares are based on the closing market price of the Company’s common stock on the NASDAQ Stock Market of $9.63 on December31, 2019. (2)Shares granted on May 23, 2017, were under the Company’s LTI Plan, are time-based and vest ratably over a three-year period beginning December 31, 2017. Shares granted on January 30, 2018, were under the Company’s LTI Plan, are time-based and vest ratably over a three-year period beginning December 31, 2018. Shares granted on February 26, 2019, were under the Company’s LTI Plan, are time-based and vest ratably over a three-year period beginning December31, 2019. (3)Shares granted on May 23, 2017, were under the Company’s LTI Plan, are performance-based and are subject to the achievement of annual 2017 LTI performance metrics before vesting is realized after a three-year period. Shares granted on January 30, 2018, were under the Company’s LTI Plan, are performance-based and are subject to the achievement of annual 2018 LTI performance metrics before vesting is realized after a three-year period. Shares granted on February 26, 2019, were under the Company’s LTI Plan, are performance-based and are subject to the achievement of annual 2019 LTI performance metrics before vesting is realized after athree-year period. OptionStock Award Exercises and Stock Vested
The following table sets forth the stock awards that vested for the named executive officersNEOs during the last fiscal year. There were no stock option awards exercised by any named executive officerNEO during the last fiscallastfiscal year. | | | Stock Awards | | Name | |
Number of Shares Acquired on
Vesting
($) | | Value Realized on Vesting(1)
($) | | Louis O. Gorman | | | 1,600 | | | | 11,232 | |
__________________
| (1) | The figure shown includes the amount realized during the fiscal year upon the vesting of restricted stock, based on the closing sales price for a share of our common stock on the vesting date. Unvested restricted stock may not be transferred for value. |
Pension Benefits
| | | | | | | Stock Awards | Name | | Number of Shares
Acquired on Vesting
(#) | | Value Realized
on Vesting(1)
($) | James C. Hagan | | 10,742 | | 103,911 | Allen J. Miles, III | | 4,605 | | 44,579 | Guida R. Sajdak | | 2,269 | | 21,850 |
Pension Plan. Westfield Bank maintains a pension plan for its eligible employees. Generally, employees of Westfield Bank begin participation in(1)The figure shown includes the pension plan once they reach age 21 and complete 1,000 hours of service in a consecutive 12-month period. Participants inamount realized during the pension plan become vested in their accrued benefit under the pension planfiscal year upon the earlier of: (1)vesting of restricted stock, based on the attainmentclosing sales price for a share of their “normal retirement age” (as described inour common stock on the pension plan) while employed at Westfield Bank; (2) the completion of five vesting years of service with Westfield Bank; or (3) the death or disability of the participant. Participants are generally credited with a vesting year of service for each year in which they complete at least 1,000 hours of service. A participant’s normal benefit under the pension plan equals the sum of (i) 1.25% of the participant’s average compensation (generally defined as the average taxable compensation for the three consecutive limitation years that produce the highest average) by the number of years of service the participant has under the plan up to 25 years of service, plus (ii) 0.6% of the excess of the participant’s average compensation over the participant’s covered compensation (the social security taxable wage base for the 35 years ending in the year the participant becomes eligible for non-reduced social security benefits) for each year of service under the plan up to 25 years of service. Participantsdate. Unvested restricted stock may retire at or after age 65 and receive their full benefit under the plan. Participants may also retire early at age 62 or at age 55 with ten years of service or at age 50 with 15 years of service under the plan and receive a reduced retirement benefit. Pension benefits are payable in equal monthly installments for life, or for married persons, as a joint survivor annuity over the lives of the participant and spouse. Participants may also elect a lump sum payment with the consent of their spouse. If a participant dies while employed by Westfield Bank, a death benefit willnot be payable to either his or her spouse or estate, or named beneficiary, equal to the entire amount of the participant’s accrued benefit in the plan.transferredfor value.
DIRECTOR COMPENSATION The following table sets forth information regarding pension benefits accrued by the named executive officers during the last fiscal year.
| Name | | Plan Name | |
Number of
Years of
Credited
Service(1)
(#) | | Present Value
of
Accumulated
Benefit(1)
($) | | Payments
During Last
Fiscal Year
($) | | James C. Hagan | | Pension Plan for Employees | | | 20.33 | | | | 404,022 | | | | — | | | Leo R. Sagan, Jr. | | Pension Plan for Employees | | | 28.58 | | | | 318,101 | | | | — | | | Allen J. Miles, III | | Pension Plan for Employees | | | 16.33 | | | | 250,263 | | | | — | | | Gerald P. Ciejka | | Pension Plan for Employees | | | 9.83 | | | | 147,923 | | | | — | | | Louis O. Gorman | | Pension Plan for Employees | | | 14.33 | | | | 185,324 | | | | — | |
_________________
| (1) | The figures shown are determined as of the plan’s measurement date during 2014 under FASB ASC Topic 715,Retirement Benefits, for purposes of our audited financial statements. For the discount rate and other assumptions used for this purpose, please refer to Note 9 in the Notes to Consolidated Financial Statements attached to the Annual Report on Form 10-K for the year ended December 31, 2014. |
Nonqualified Deferred CompensationMeeting and Chairperson Fees
Benefit Restoration Plan. We have also established the Benefit Restoration Plan in order to provide restorative payments to executives who are prevented from receiving the full benefits contemplated by the employee stock ownership plan’s benefit formula as well as the 401(k) plan’s benefit formula. The restorative payments consist of payments in lieu of shares that cannot be allocated to participants under the employee stock ownership plan due to the legal limitations imposed on tax-qualified plans and, in the case of participants who retire before the repayment in full of the employee stock ownership plan’s loans, payments in lieu of the shares that would have been allocated if employment had continued through the full term of the loans. The restorative payments also consist of amounts unable to be provided under the 401(k) plan due to certain legal limitations imposed on tax-qualified plans.
The following table sets forth information regarding nonqualified deferred compensation earned by our named executive officers during the last fiscal year under the Benefit Restoration Plan.
| Name | | Executive
Contributions
in Last FY
($) | | Registrant Contributions
in Last FY(1)
($) | | Aggregate
Earnings in
Last FY(2)
($) | | Aggregate Withdrawals/
Distributions
($) | | Aggregate
Balance
at Last FYE
($) | | James C. Hagan | | | — | | | | 12,309 | | | | — | | | | — | | | | 65,969 | |
________________
| (1) | Registrant contributions are included under the caption “Change in Pension Value and Nonqualified Deferred Compensation Earnings” in the Summary Compensation Table. |
| (2) | Earnings did not accrue at above-market or preferential rates and are not reflected in the Summary Compensation Table. |
Termination and Change in Control Benefits
As discussed under “Compensation Discussion and Analysis- Employment Agreements and Change in Control Agreements” above, as of December 31, 2014, we had employment agreements with Messrs. Hagan, Sagan, Miles and Ciejka and a change in control agreement with Mr. Gorman and two other senior officers of the Company. We have summarized and quantified the estimated payments under the agreements with the named executive officers, assuming a termination event occurred on December 31, 2014, below.
| | | James C.
Hagan
($) | | Leo R.
Sagan, Jr.
($) | | Allen J.
Miles, III
($) | | Gerald P.
Ciejka
($) | | Louis O. Gorman
($) | | Retirement(1) | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | Disability | | | | | | | | | | | | | | | | | | | | | | Salary Continuation(2) | | | 190,669 | | | | 95,932 | | | | 118,755 | | | | 95,932 | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | Discharge Without Cause or Resignation With Good Reason – No Change in Control | | | | | | | | | | | | | | | | | | | | | | Lump Sum Cash Payment(3) | | | 1,375,770 | | | | 720,808 | | | | 858,263 | | | | 704,011 | | | | — | | | Health Insurance(4) | | | 39,042 | | | | 37,515 | | | | 38,355 | | | | 37,383 | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | Discharge Without Cause or Resignation With Good Reason – Change in Control–Related | | | | | | | | | | | | | | | | | | | | | | Lump Sum Cash Payment(3) | | | 1,375,770 | | | | 720,808 | | | | 858,263 | | | | 704,011 | | | | 176,357 | | | Health Insurance(4) | | | 39,042 | | | | 37,515 | | | | 38,355 | | | | 37,383 | | | | 12,446 | | | Increased ESOP Benefit(5) | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | Change in Control – No Termination of Employment | | | | | | | | | | | | | | | | | | | | | | Increased ESOP Benefit(5) | | | — | | | | — | | | | — | | | | — | | | | — | |
__________________
| (1) | There are no additional benefits paid upon retirement pursuant to the employment agreements or change of control agreements in effect at December 31, 2014. |
| (2) | The employment agreements in effect for Messrs. Hagan, Sagan, Miles and Ciejka provide for salary continuation payments following termination due to disability for the remaining contract term or until group long-term disability benefits begin. The figures shown assume payment of full salary for 180 days, equal to the waiting period for benefits under our group long-term disability program, without discount for present value. |
| (3) | The employment agreements in effect for Messrs. Hagan, Sagan, Miles and Ciejka provide for a lump sum cash payment equal to the present value of the salary payments, estimated cash incentives (based on the prior three-years’ cash incentives, as a percentage of salary), and additional qualified and non-qualified defined benefit and defined contribution plan benefits that would be earned during the remaining contract term. The figure shown reflects an assumed remaining contract term of three years and a discount rate of 0.34%. Similarly, individuals with change of control contracts are paid lump sum cash severance equal to salary and bonus that would be payable for a one year period. |
| (4) | The employment agreements in effect for Messrs. Hagan, Sagan, Miles and Ciejka provide for continued health, life and other insurance benefits for the remaining contract term, with an offset for benefits provided by a subsequent employer. The change of control agreements with Mr. Gorman and other officers also provide continued health, life and other insurance benefits for a maximum period of one year. The figure shown represents the present value of continued insurance benefits for a fixed period of three years for Messrs. Hagan, Sagan, Miles and Ciejka and for one year for Mr. Gorman and assumes no offset for benefits provided by a subsequent employer, calculated on the basis of the assumptions used by us in measuring our liability for retiree benefits other than pensions for financial statement purposes under FASB ASC Topic 715. |
| (5) | Our tax-qualified employee stock ownership plan provides that, in the event of a change in control, a portion of the proceeds from the sale of shares of our common stock held in a suspense account for future allocation to employees would be applied to repay the outstanding balance on the loan used to purchase the unallocated shares. Any remaining unallocated shares (or the proceeds from their sale) would be distributed on a pro-rata basis among the accounts of plan participants. The figures shown reflect the value of such allocation, if any. |
Director Compensation
Review.In 2014, the Company engaged PM&P to review the Board of Director’s compensation program and the results of the study found that although the monthly board fees were comparable to the peers, certain committee fees and fees for the chairperson were not comparable to peer institutions.
Meeting Fees.Directors’ compensation is recommended to the Board by the Compensation Committee after consultation with our outside compensation consultant, Pearl Meyer, who reviews compensation of directors at similar peer institutions. In developing its recommendations, the Compensation Committee considers whether such directors are fairly paid for the work required in a company of our size and scope and whether such compensation aligns the directors’ interest with the interests of theofthe shareholders.
Our practice has been to pay a fee of $1,000 to each of our non-employee directors for attendance at each Board meeting. Inmeeting.In addition, each member of the Executive Committee received $1,733 per month for meetings, each member of the Audit Committee received $700 for each meeting the member attended, each member of the Compensation Committee received $300$500 for each meeting the member attended, each member of the Finance and Risk Management Committee received $500 for each meeting the member attended, and each member of the Nominating and Corporate Governance Committee received $300$500 for each meeting the member attended. We paid fees totaling $251,300$246,450 to our non-employee directors for the year ended December 31, 2014. December31, 2019. The ChairmenChairperson of our Board, of directors, Mr. Williams,Ms. McMahon, receives an annual a retainer fee of $10,000 for hisher services as Chairmen. Beginning in 2015 members of the Compensation Committee and the Nominating and Corporate Governance Committee will receive $500 for each meeting attended. Chairperson.Chairperson Fees. Beginning in 2015, chairpersonsChairpersons of the various Board Committees will receive a retainer fee based on recommendations made to the Compensation Committee by Pearl Meyer, the Compensation Committee’s executive compensation consultant. The annual retainer fees are as follows: 1) The Audit Committee chairperson will receivereceives $5,000; 2) The Compensation Committee chairperson will receivereceives $4,000;3) The Finance and Risk Management Committee chairperson will receivereceives 3,500; and 4) The Nominating and Corporate Governance Committee chairperson will receivereceives $3,000. One-half of the retainer is payable to the chairperson in January with the other half being payable in July of the same calendarsamecalendar year. Stock Awards Under the Company’s 2014 Omnibus Incentive Plan, directors receive a restricted stock award each year. On February 26, 2019, directors were granted a number of shares equivalent to $18,000 as of the date of grant with such shares to vest in full upon the one-year anniversary of this grant in order to better align directors’ interest with thatof shareholders. Directors’ Deferred Compensation Plan.
We have established the Westfield Bank Directors’ Deferred Compensation Plan for the benefit of non-employee directors. Under the Deferred Compensation Plan, each non-employee director may make an annual election to defer receipt of all or a portion of his or her director fees. The deferred amounts are allocated to a deferral account and credited with interest at an annual rate equal to the rate on the highest yielding certificate of deposit issued by us during the year or according to the investment return of other assets as may be selected by the Compensation Committee. The Deferred Compensation Plan is an unfunded, non-qualified plan that provides for distribution of the amounts deferred to participants or their designated beneficiaries upon the occurrence of certain events such as death, retirement, disability or a change in controlChange-in-Control (as those terms are defined in the Deferred CompensationDeferredCompensation Plan). The following table sets forth information concerning compensation accrued or paid to our non-employee directors during the year ended December 31, 2014,2019, for their service on our Board. Directors who are also our employees receive no additional compensation for their service as directors and are not set forth in the tablethetable below. | | | | | | | | | Name | | Fees Earned or
Paid in Cash(1)
($) | | Stock
Awards(2)
($) | | All Other
Compensation(3) | | Total
($) | Laura Benoit | | 18,500 | | 18,000 | | 836 | | 37,336 | Donna J. Damon | | 18,000 | | 18,000 | | 276 | | 36,276 | Gary G. Fitzgerald | | 22,500 | | 18,000 | | 276 | | 40,776 | William D. Masse | | 18,000 | | 18,000 | | 276 | | 36,276 | Lisa G. McMahon | | 19,000 | | 18,000 | | 836 | | 37,836 | Gregg F. Orlen | | 18,000 | | 18,000 | | 276 | | 36,276 | Paul C. Picknelly | | 16,800 | | 18,000 | | 276 | | 35,076 | Steven G. Richter | | 17,100 | | 18,000 | | 276 | | 35,376 | Philip R. Smith | | 34,300 | | 18,000 | | 276 | | 52,576 | Kevin M. Sweeney(4) | | 13,450 | | 18,000 | | 184 | | 13,634 | Christos A. Tapases(5) | | 50,800 | | 19,976 | | 276 | | 69,076 |
(1)Includes retainer payments, meeting fees, committee and/or chairmanship fees earned during the fiscal year, whether such amounts were paid currentlyor deferred. | Name | | Fees Earned or Paid
in Cash(1)
($) | | Total
($) | | Laura Benoit | | | 10,500 | | | | 10,500 | | | David C. Colton, Jr. | | | 38,700 | | | | 38,700 | | | Robert T. Crowley, Jr. | | | 6,400 | | | | 6,400 | | | Donna J. Damon | | | 14,700 | | | | 14,700 | | | Lisa G. McMahon | | | 9,300 | | | | 9,300 | | | Paul R. Pohl | | | 4,900 | | | | 4,900 | | | Steven G. Richter | | | 17,900 | | | | 17,900 | | | Philip R. Smith | | | 19,300 | | | | 19,300 | | | Charles E. Sullivan | | | 42,300 | | | | 42,300 | | | Kevin M. Sweeney | | | 19,300 | | | | 19,300 | | | Christos A. Tapases | | | 20,200 | | | | 20,200 | | | Donald A. Williams | | | 47,800 | | | | 47,800 | |
(2)The amounts in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The grant date fair value of the restricted shares awarded to directors in 2019 was $9.77 per share. Shares fully vested on February 26, 2020, and prior to the Company’s record date of March 16, 2020. Therefore, these shares are not reflected in theforthcoming tables. _________________(3)Amounts represent dividends paid on shares of restricted common stock granted to ournon-employee directors.
(4)Mr. Sweeney resigned from the Board on September 19, 2019. Restricted share awards previously granted to Mr. Sweeney in 2019 were subsequently forfeitedupon resignation. | (1) | Includes retainer payments, meeting fees, and committee and/or chairmanship fees earned during the fiscal year, whether such fees were paid currently or deferred. |
(5)Mr. Tapases, our former Chairman and a long-time independent director of the Company, served as a member of our Board until he passed away on March 6, 2020. A total of 1,976 of Mr. Tapases’ shares of restricted stock vested immediately upon his death on March6, 2020. The following unvested shares of restricted stock and options were outstanding as of December 31, 2014:March16, 2020: Name | | | Name | | Unvested
Stock Awards | Laura Benoit | | 1,976 | Donna J. Damon | | | 5,600 | 1,976 | StevenGary G. RichterFitzgerald | | 1,976 | William D. Masse | 5,600 | 1,976 | Lisa G. McMahon | | 1,976 | Gregg F. Orlen | | 1,976 | Paul C. Picknelly | | 1,976 | Stephen G. Richter | | 1,976 | Philip R. Smith | | 1,976 |
Stock Ownership Guidelines We maintain stock ownership guidelines for our directors. These guidelines were established to promote a long-term perspective in managing the Company and to align the interests of our shareholders and our directors. The stock ownership goal for the directors is a multiple of 1x retainer. The guidelines provide the directors three years to comply. As of December 31, 2019, all directors were in compliance with the stockownership guidelines. Non-Employee Director Stock Election Program On December 17, 2019, at the recommendation of our Compensation Committee, our Board adopted a Non-Employee Director Stock Election Program (the “Program”) to enable the Company’s non-employee directors to annually elect to receive shares of common stock of the Company in lieu of all or a portion of their cash compensation ordinarily payable to them for their service on the Board. Once directors elect to participate in the Program, the election will continue in effect for subsequent years absent a revocation for the following calendar year. No shares of common stock of the Company delivered under the Program may be deferred pursuant to the Director’s Deferred Compensation Plan maintained by the Company. The Program was very well received by our Board, resulting in 100% participation. Effective January 1, 2020, and pursuant to the Program, TI-Trust will quarterly purchase stock in the open market on behalf of the participants and with respect to the Company’s InsiderTrading Policies. TRANSACTIONS WITH RELATED PERSONS Related-Person Transactions Policy and Procedures The Audit Committee is responsible for reviewing and approving all related-party transactions. Except for the specific transactions described below no director, director nominee, executive officer or beneficial owner of more than 5% of our outstanding voting securities (or any member of their immediate families) engaged in any transaction (other than such transaction as described) with us during 2015,2019, or proposes to engage in any transaction with us, in which the amount involved exceeds $120,000.the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end for the fiscal years ending December 31, 2018, and December31, 2019.
Transactions with Certain Related Persons We make loans to our executive officers, employees and directors. These loans are made in the ordinary course of business and on the same terms and conditions as those of comparable transactions with the general public prevailing at the time, in accordance with our underwriting guidelines, and do not involve more than the normal risk of collectability or present other unfavorable features. Certain of these loans also require prior approval by the Board. This pre-approval requirement is triggered when the proposed loan, when aggregated with all outstanding loans to the executive officer or director, will exceed the greater of $25,000 or 5% of Westfield Bank’s unimpaired capital and unimpaired surplus. If the potential borrower is a director, he or she may not participate in the vote or attempt to influence the directors. Management and the Board periodically review all loans to executive officers, employees and directors. At March 19, 2015,16, 2020, loans to non-employee directors and their associates totaled $4.8 million. We have also entered into a lease agreement$3.0 million in loan exposure with Mr. Colton at prevailing market rates for commercial space located at 136 Elm Street, Westfield, Massachusetts. The annual lease payments under such lease is $45,621 and the aggregate amount of the lease payments over the remaining term of this lease agreement is approximately $57,027, subject to increases based on yearly changes to the US Consumer Price Index. This lease has a termination date of March 31, 2016.
outstanding balancesof $348,493. We have also entered into a lease agreement with Mr. Smith beginning in April 2015 at prevailing market rates for commercial space located adjacent to the Company’s headquarters at 9-13 Chapel Street, Westfield, Massachusetts. The annual lease payments under such lease is $27,500 andwere $29,600 for the aggregate amount of theyear ending December 31, 2019. The annual lease payments over the remaining term of this lease agreementpayment is approximately $137,500, subject to increases based on yearly changes to the USU.S. Consumer Price Index. This lease has a termination date of March 31, 2020. January5, 2023. Compensation arrangements for our named executive officersNEOs and directors are described above under the sectionsections entitled “Executive Compensation” and Director Compensation.“DirectorCompensation,” respectively. DELINQUENT SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEREPORTS Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of our common stock, to report to the SEC their initial ownership of our common stock and any subsequent changes in that ownership. Specific due dates for these reports have been established by the SEC and we are required to disclose in this proxy statement any late filings or failures tofailuresto file. Based solely on our review of the copies of such reports furnished to us and written representations from reporting persons that no other reports were required during the fiscal year ended December 31, 2014,2019, we believe that the filing requirements set forth in Section 16(a) of the Exchange Act were satisfied by the reporting persons during the 20142019 fiscal year, all of our directors and executive officers complied with all Section 16(a) filing requirements applicable to them, with the exception ofexcept for the following: (i) athe Company filed one Form 4 reflecting a paymenteight days late on behalf of tax liability by withholding shareseach of our common stock by Mr.Messrs. Ciejka, Fitzgerald, Gorman, on October 20, 2014 was filed on October 23, 2014Hagan, Masse, Miles, O’Connor, Orlen, Picknelly, Richter, Sagan, Sweeney and (ii) a Form 4 reflecting a payment of tax liability by withholding shares of our common stock by Mr. O’Connor on October 20, 2014 was filed on October 23, 2014.Tapases and Mses. Benoit, Damon, Inacio, Libiszewski, McCarthy, McMahon and Sajdak with respect to an award ofrestricted stock. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Under SEC rules, beneficial ownership includes any shares of common stock which a person has sole or shared voting power or investment power and any shares of common stock which the person has the right to acquire within 60 days through the exercise of any option, warrant or right, through conversion of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account or similar arrangement. Percentage of beneficial ownership is calculated based on 18,754,27225,681,922 shares of our common stock outstanding as of March 19, 2015. March16, 2020. In calculating the number of shares beneficially owned and the ownership percentage, shares of common stock subject to options held by that person that are currently exercisable or become exercisable within 60 days after March 19, 201516, 2020, are deemed outstanding even if they have not actually been exercised. The shares issuable under these securities are treated as outstanding for computing the percentage ownership of the person holding these securities but are not treated as outstanding for the purpose of computing the percentage ownership of any otheranyother person. Principal Shareholders The following table contains common stock ownership information for persons known to us to beneficially own more than 5% of our common stock as of March 19, 2015.March16, 2020. Name and Address of
Beneficial Owner | | Amount and Nature of
Beneficial Ownership | | Percent | Employee Stock Ownership Plan Trust of Westfield Financial, Inc.
141 Elm Street
Westfield, MA 01085 | | | 1,859,602 | (1) | | | 9.9 | % | Dimensional Fund Advisors LP
Building One
6300 Bee Cave Road
Austin, Texas 78746 | | | 1,570,171 | (2) | | | 8.4 | % | Blackrock, Inc.
55 East 52nd Street
New York, NY 10022 | | | 995,310 | (3) | | | 5.3 | % |
__________________
| (1) | The number of shares listed as beneficially owned by the ESOP represents the number of shares of our common stock held by the plan trustee as of March 19, 2015. 818,851 shares have been allocated to individual accounts established for participating employees and their beneficiaries, and 1,040,751 shares were held, unallocated, for allocation in future years. The ESOP, through the plan trustee (who is instructed by the ESOP Committee), has shared voting power and dispositive power over all unallocated shares held by the ESOP. The ESOP, acting through the plan trustee (who is instructed by the ESOP Committee), shares dispositive power over all allocated shares held in the ESOP with participating employees and their beneficiaries. Participating employees and their beneficiaries have the right to determine whether shares allocated to their respective accounts will be tendered in response to a tender offer but otherwise have no dispositive power. Any unallocated shares are generally required to be tendered by the plan trustee in the same proportion as the shares which have been allocated to the participants are directed to be tendered. In limited circumstances, ERISA may confer upon the plan trustee the power and duty to control the voting and tendering of shares allocated to the accounts of participating employees and beneficiaries who fail to exercise their voting and/or tender rights. The ESOP disclaims voting power with respect to such allocated shares. |
| (2) | All information is based on a Schedule 13G/A filed with the SEC on February 5, 2015 by | Name and Address of
Beneficial Owner | | Amount and
Nature of
Beneficial
Ownership | | Percent | Blackrock, Inc. 55 East 52nd Street New York, NY 10055 | | 2,205,443(1) | | 8.59% | Dimensional Fund Advisors LP and its affiliates. As Building One 6300 Bee Cave Road Austin, Texas 78746 | | 2,288,490(2) | | 8.91% | Employee Stock Ownership Plan Trust of December 31, 2014, Dimensional Fund Advisors LP was the beneficial owner of and had sole dispositive power over 1,570,171 shares and sole voting power over 1,497,546 shares.Westfield Financial, Inc. 141 Elm Street Westfield, MA 01085 | | 1,689,382(3) | | 6.58% | Renaissance Technologies, LLC 800 Third Avenue New York, NY 10022 | | 1,768,089(4) | | 6.88% | The Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, PA 19355 | | 1,284,995(5) | | 5.00% |
| (3) | All information is based on a Schedule 13G/A filed with the SEC on February 2, 2015 by Blackrock, Inc. and its affiliates. As of December 31, 2014, Blackrock, Inc. was the beneficial owner of and had sole dispositive power and sole voting power over 995,310 shares. |
(1)All information is based on a Schedule 13G/A filed with the SEC on February 6, 2020, by Blackrock, Inc., and its affiliates. As of December 31, 2019, Blackrock, Inc., was the beneficial owner of and had sole voting power over 2,161,191 shares and sole dispositive power over2,205,443 shares. (2)All information is based on a Schedule 13G/A filed with the SEC on February 12, 2020, by Dimensional Fund Advisors LP and its affiliates. As ofDecember 31, 2019, Dimensional Fund Advisors LP was the beneficial owner of and had sole voting power over 2,185,723 shares and sole dispositive power over2,288,490 shares. (3)The number of shares listed as beneficially owned by the ESOP represents the number of shares of our common stock held by the plan trustee as of March 16, 2020. A total of 1,077,375 shares have been allocated to individual accounts established for participating employees and their beneficiaries, and 612,007 shares were held, unallocated, for allocation in future years. The ESOP, through the plan trustee (who is instructed by the ESOP Committee), has shared voting power and dispositive power over all unallocated shares held by the ESOP. The ESOP, acting through the plan trustee (who is instructed by the ESOP Committee), shares dispositive power over all allocated shares held in the ESOP with participating employees and their beneficiaries. Participating employees and their beneficiaries have the right to determine whether shares allocated to their respective accounts will be tendered in response to a tender offer but otherwise have no dispositive power. Any unallocated shares are generally required to be tendered by the plan trustee in the same proportion as the shares which have been allocated to the participants are directed to be tendered. In limited circumstances, ERISA may confer upon the plan trustee the power and duty to control the voting and tendering of shares allocated to the accounts of participating employees and beneficiaries who fail to exercise their voting and/or tender rights. The ESOP disclaims voting power with respect to suchallocated shares. (4)All information is based on a Schedule 13G filed with the SEC on February 13, 2020, by Renaissance Technologies, LLC, and its affiliates. As of December 31, 2019, Renaissance Technologies, LLC, was the beneficial owner of and had sole voting power over 1,750,972 shares, sole dispositive power over 1,766,273 shares and shared dispositive power over1,816 shares. (5)All information is based on a Schedule 13G filed with the SEC on February 12, 2020, by The Vanguard Group, Inc., and its affiliates. As of December 31, 2019, The Vanguard Group, Inc., was the beneficial owner of and had sole voting power over 20,102 shares, sole dispositive power over 1,264,893 shares and shared dispositive power over20,102 shares. Security Ownership of Management The following table sets forth certain information regarding the beneficial ownership of our common stock as of March 19, 2015,16, 2020, by: (i) each director; (ii) each named executive officer;NEO; and (iii) all our directors and executive officers as a group. Except as otherwise indicated, each person and each group shown in the table has sole voting and investment power with respect to the shares of common stock listed next to his or herorher name. | | | | | | | Name of Beneficial Owner | | Position with the Company | | Amount and
Nature of
Beneficial
Ownership | | Percent of
Common Stock
Outstanding(1) | James C. Hagan(2) | | President and Chief Executive Officer | | 200,301 | | * | Allen J. Miles, III(3) | | Executive Vice President and Chief Lending Officer | | 51,291 | | * | Laura Benoit(4) | | Director | | 24,125 | | * | Donna J. Damon(5) | | Director | | 32,513 | | * | Gary G. Fitzgerald(6) | | Director | | 12,917 | | * | William D. Masse(7) | | Director | | 41,498 | | * | Lisa G. McMahon(8) | | Chairperson of the Board | | 28,765 | | * | Gregg F. Orlen(9) | | Director | | 53,622 | | * | Paul C. Picknelly(10) | | Director | | 78,320 | | * | Steven G. Richter(11) | | Director | | 31,965 | | * | Guida R. Sajdak(12) | | Executive Vice President and Chief Financial Officer | | 79,364 | | * | Philip R. Smith(13) | | Director | | 39,616 | | * | William J. Wagner(14) | | Vice Chairman of the Board and Employee Advisor to the Executive Committee | | 398,441 | | 1.55% | All Executive Officers and Directors as a Group (21 Persons)(15) | | 1,431,224 | | 5.57% |
Name of Beneficial
Owner | | Position with the Company | | Amount and Nature of
Beneficial Ownership | | Percent of
Common Stock
Outstanding(1) | | James C. Hagan(2) | | President and Chief Executive Officer | | | 156,962 | | | | * | | | Donald A. Williams(3) | | Chairman of the Board | | | 217,513 | | | | 1.2 | % | | Allen J. Miles, III(4) | | Executive Vice President and Chief Lending Officer | | | 39,519 | | | | * | | | Leo R. Sagan, Jr.(5) | | Senior Vice President – Chief Financial Officer and Treasurer | | | 62,655 | | | | * | | | Gerald P. Ciejka(6) | | Vice President and General Counsel | | | 39,122 | | | | * | | | Louis O. Gorman(7) | | Vice President – Credit Administration and Chief Credit Officer | | | 29,122 | | | | * | | | Laura Benoit(8) | | Director | | | 14,500 | | | | * | | | David C. Colton, Jr.(9) | | Director | | | 30,070 | | | | * | | | Donna J. Damon(10) | | Director | | | 14,000 | | | | * | | | Lisa G. McMahon(11) | | Director | | | 14,000 | | | | * | | | Steven G. Richter(12) | | Director | | | 21,700 | | | | * | | | Christos A. Tapases(13) | | Director | | | 14,500 | | | | * | | | Philip R. Smith(14) | | Director | | | 11,751 | | | | * | | | Charles E. Sullivan(15) | | Director | | | 101,233 | | | | * | | | Kevin M. Sweeney(16) | | Director | | | 14,000 | | | | * | | | All Executive Officers and Directors as a Group (19 Persons)(17) | 1,150,567 | | | | 6.1 | % |
__________________
*Less than 1% of the total outstanding shares of commonofcommon stock. | (1) | Based on a total of 18,754,272 shares of our common stock outstanding as of March 19, 2015. |
| (2) | Consists of: a) 118,914 shares as to which Mr. Hagan has sole voting and investment power; b) 31,221 shares held by the ESOP for his account as to which he has shared voting; and c) 6,827 shares held by our 401(k) Plan which he has shared voting and sole investment powers. |
| (3) | Consists of: a) 14,000 shares as to which Mr. Williams has sole voting and investment power; b) 125,204 shares held by the Karen F. Williams 2004 Family Trust which has no voting or investment powers; and c) 78,309shares held by our 401(k) Plan which he has shared voting and sole investment powers. |
| (4) | Consists of: a) 16,943 shares as to which Mr. Miles has sole voting and investment power; b) 20,242 shares held by the ESOP for his account as to which he has shared voting; and c) 2,334 shares held by our 401(k) Plan which he has shared voting and sole investment powers. |
| (5) | Consists of: a) 40,044 shares as to which Mr. Sagan has sole voting and investment power; b) 18,675 shares held by the ESOP for his account as to which he has shared voting; and c) 3,936 shares held by our 401(k) Plan which he has shared voting and sole investment powers. |
| (6) | Consists of: a) 17,198 shares as to which Mr. Ciejka has sole voting and investment power; b) 16,057 shares held by the ESOP for his account as to which he has shared voting; c) 2,586 shares held by our 401(k) Plan which he has shared voting and sole investment powers; and d) 3,281 shares held by an IRA for the benefit of Mr. Ciejka which he has sole voting and investment powers. |
| (7) | Consists of: a) 9,109 shares as to which Mr. Gorman has sole voting and investment power; b) 18,042 shares held by the ESOP for his account as to which he has shared voting; and c) 1,971 shares held by our 401(k) Plan which he has shared voting and sole investment powers. |
| (8) | Consists of: a) 14,000 unvested shares of restricted stock as to which Ms. Benoit has sole voting power; and b) 500 shares as to which Ms. Benoit has sole voting and investment power. |
| (9) | Consists of: a) 14,661shares as to which Mr. Colton has sole voting and investment power; b) 1,640 shares as to which he has shared voting and investment powers with his spouse; c) 8,071 held in an IRA for Mr. Colton’s benefit which he has sole voting and investment powers; and d) 5,698 shares held in an IRA for his spouse which he has no voting or investment powers. |
| (10) | Consists of: a) 8,400 shares as to which Ms. Damon has sole voting and investment power and b) 5,600 unvested shares of restricted stock as to which she has sole voting power. |
| (11) | Consists of: a) 14,000 unvested shares of restricted stock as to which Ms. McMahon has sole voting power. |
| (12) | Consists of: a) 16,100 shares as to which Mr. Richter has sole voting and investment power and b) 5,600 unvested shares of restricted stock as to which he has sole voting power. |
| (13) | Consists of: a) 500 shares owned by Mr. Tapases’ spouse for which he has no voting or investment powers; b) 3,720 shares as to which Mr. Tapases has sole voting and investment power; and c) 10,280 unvested shares of restricted stock as to which he has sole voting power. |
| (14) | Consists of: a) 11,751 shares held in an IRA for Mr. Smith’s benefit which he has sole voting and investment power. |
| (15) | Consists of: a) 87,389 shares as to which Mr. Sullivan has sole voting and investment power and b) 13,844 shares held in an IRA for Mr. Sullivan’s benefit which he has sole voting and investment powers. |
| (16) | Consists of: a) 3,720 shares as to which Mr. Sweeney has sole voting and investment power and b) 10,280 unvested shares of restricted stock as to which he has sole voting power. |
| (17) | The figures shown for each of the executive officers named in the table do not include 1,040,751 shares held in trust pursuant to the ESOP that have not been allocated as of March 19, 2015 to any individual’s account. |
(1)Based on a total of 25,681,922 shares of our common stock outstanding as of March16, 2020. (2)Consists of: a) 16,347 unvested shares of restricted stock as to which Mr. Hagan has sole voting power; b) 136,199 shares as to which Mr. Hagan has sole voting and investment power; c) 40,421 shares held by the ESOP for his account as to which he has shared voting; and d) 7,334 shares held by our 401(k) Plan as to which he has shared voting and soleinvestment powers. (3)Consists of: a) 6,100 unvested shares of restricted stock as to which Mr. Miles has sole voting power; b) 2,983 shares as to which Mr. Miles has sole voting and investment power; c) 29,954 shares held by the ESOP for his account as to which he has shared voting; and d) 12,255 shares held by our 401(k) Plan as to which he has shared voting and soleinvestment powers. (4)Consists of: a) 1,976 unvested shares of restricted stock as to which Ms. Benoit has sole voting power and b) 22,149 shares as to which Ms. Benoit has sole voting andinvestment power. (5)Consists of: a) 1,976 unvested shares of restricted stock as to which Ms. Damon has sole voting power; b) 16,537 shares as to which Ms. Damon holds jointly with her spouse and has shared voting and investment power; and c) 14,000 shares as to which Ms. Damon has sole voting andinvestment power. (6)Consists of: a) 1,976 unvested shares of restricted stock as to which Mr. Fitzgerald has sole voting power and b) 10,941 shares as to which Mr. Fitzgerald holds jointly with his spouse and has shared voting andinvestment power. (7)Consists of: a) 1,976 unvested shares of restricted stock as to which Mr. Masse has sole voting power and b) 39,522 shares to which Mr. Masse has sole voting andinvestment power. (8)Consists of: a) 1,976 unvested shares of restricted stock as to which Ms. McMahon has sole voting power; b) 23,901 shares as to which Ms. McMahon holds jointly with her spouse and has shared voting and investment power; and c) 2,888 shares as to which Ms. McMahon has sole voting andinvestment power. (9)Consists of: a) 1,976 unvested shares of restricted stock as to which Mr. Orlen has sole voting power; b) 26,184 shares as to which Mr. Orlen holds jointly with his spouse and has shared voting and investment power; c) 1,212 shares as to which Mr. Orlen holds jointly with his daughter and has shared voting and investment power; and d) 24,250 shares held in an IRA for Mr. Orlen’s benefit as to which he has sole voting andinvestment powers. (10)Consists of: a) 1,976 unvested shares of restricted stock as to which Mr. Picknelly has sole voting power and b) 76,344 shares of restricted stock as to whichMr. Picknelly has sole voting andinvestment power. (11)Consists of: a) 1,976 unvested shares of restricted stock as to which Mr. Richter has sole voting power; b) 52 shares that are held by Mr. Richter’s spouse as to which he has no voting or investment power; and c) 29,937 shares as to which Mr. Richter has sole voting andinvestment power. (12)Consists of: a) 5,356 unvested shares of restricted stock as to which Mrs. Sajdak has sole voting power; b) 6,759 shares held jointly with spouse for whichMrs. Sajdak has shared voting and investment power; c) 4,436 shares held by the ESOP for her account as to which she has shared voting; d) 4,164 shares held by our 401(k) Plan as to which she has shared voting and sole investment powers; e) 485 shares held by Mrs. Sajdak’s spouse in custody for their son for which Mrs. Sajdak has no voting or investment powers; and f) 58,164 fully vested exercisable stock options of which 7,239 stock options expire on February 3, 2021; 14,550 stock options expire on January 25, 2022; and 36,375 stock options expire on January22, 2023. (13)Consists of: a) 1,976 unvested shares of restricted stock as to which Mr. Smith has sole voting power; b) 6,537 shares as to which Mr. Smith has sole voting and investment power; and c) 31,103 shares as to which are held in a 401(k) Plan for Mr. Smith’s benefit as to which he has sole voting power but noinvestment power. (14)Consists of: a) 132,518 shares held jointly with spouse for which Mr. Wagner has shared voting and investment power; b) 5,442 shares held in Mr. Wagner’s ESOP; c) 40,518 shares held within Mr. Wagner’s 401(k) Plan; d) 63,175 shares held within Mr. Wagner’s IRA as to which Mr. Wagner has sole voting and investment powers; e) 41,215 shares held within Mr. Wagner’s SERP Rabbi Trust for which he has sole voting power but no investment power; f) 2,812 shares held in custody for his two daughters for which he has sole voting and investment powers; and g) 242 shares held by his spouse’s IRA for which he has no voting or investment power. Mr. Wagner holds 112,520 fully vested exercisable stock options of which 39,770 stock options expire on January 25, 2022; and 72,750 stock options expire on January22, 2023. (15)The figures shown for each of the executive officers named in the table do not include 612,007 shares held in trust pursuant to the ESOP that have not been allocated as of March 16, 2020, to any individual’s account. The figure shown for total ownership includes all stock ownership for the Company’s ten (10) remaining Section 16 filers who are members of Senior Management and are notnamed executives. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table sets forth the aggregate information of our equity compensation plans in effect as of December 31, 2014.December31, 2019. | | | | | | | Plan Category | | Number of
securities
to be issued upon
exercise of
outstanding
options,
warrants and rights | | Weighted-average
exercise price of
outstanding
options, warrants
and rights
($) | | Number of
securities
remaining available
for future issuance
under equity
compensation
plans
(excluding
securities
reflected in column
(a)) | Equity compensation plans approved by shareholders | | 218,214 | | 6.42 | | 129,177 | | | | | | | | Equity compensation plans not approved by shareholders | | — | | — | | — | | | | | | | | Total | | 218,214 | | 6.42 | | 129,177 |
32 Plan Category | | Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights | | Weighted-average
exercise price of
outstanding options,
warrants and rights
($) | | Number of securities
remaining available for
future issuance under
equity compensation
plans
(excluding securities
reflected in column (a)) | | | (a) | | (b) | | (c) | Equity compensation plans
approved by shareholders | | | — | | | | — | | | | 516,000 | | | | | | | | | | | | | | | Equity compensation plans
not approved by shareholders | | | — | | | | — | | | | — | | | | | | | | | | | | | | | Total | | | — | | | | — | | | | 516,000 | |
PROPOSAL 2
NON-BINDING ADVISORY RESOLUTION ON THE COMPENSATION
OF THE NAMED EXECUTIVE OFFICERS
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 requires us to provide our shareholders an opportunity to vote to approve, on a non-binding, advisory basis, the compensation of named executive officersNEOs as disclosed in this proxy statement. This vote does not address any specific item of compensation, but rather the overall compensation of our named executive officersNEOs and our compensation philosophy, policies and practices, as disclosed in this proxythisproxy statement. At the 2011 annual meeting of shareholders, our shareholders recommended that we hold an advisory vote on executive compensation each year. The Board affirmed the shareholders’ recommendation and will hold “say-on-pay” advisory votes on an annual basis until the next required shareholder vote on “say-on-pay” frequency, which is scheduled to be held at the 2017 annual meeting of shareholders. Vote Required Vote Required
The approval of the non-binding advisory resolution on the compensation of our named executive officersNEOs will require “For” votes from a majority of the votes cast at the Annual Meeting by the holders of shares present in person or represented by proxy and entitled to vote on this proposal.Abstentions are not counted as votes cast and they will have no effect on the vote.Brokers do not have discretionary authority to vote shares on this proposal without direction from the beneficial owner. Therefore, broker non-votes will have no effect on the vote for thisforthis proposal. | | | ☑ | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE “FOR” THIS PROPOSAL. |
Our RecommendationGeneral
the board unanimously recommends that the shareholders vote “for” the approval of the non-binding advisory resolution on the compensation of the named executive officers.
General
The compensation of our named executive officersNEOs is disclosed in the Compensation Discussion and Analysis section of this proxy statement, the summary compensation table and the other related tables and narrative disclosure contained elsewhere in this proxy statement. As discussed in those disclosures, the Board believes that our executive compensation philosophy, policies and procedures provide a strong link between each named executive officer’sNEO’s compensation and our short and long-term performance. The objective of our executive compensation program is to provide compensation which is competitive based on our performance and aligned with the long-term interests of ourofour shareholders. We are asking our shareholders to indicate their support for our named executive officerNEO compensation as described in this proxy statement. This proposal will be presented at the Annual Meeting as a resolution in substantially the followingthefollowing form: RESOLVED, on an advisory basis, that the compensation paid to the Company’s named executive officers,NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis section of this proxy statement, compensation tables and narrative discussion, is herebyishereby APPROVED. Your vote on this Proposal 2 is advisory, and therefore not binding on us, the Compensation Committee or the Board. Your advisory vote will serve as an additional tool to guide the Board and the Compensation Committee in continuing to align our executive compensation with the best interests of the Company and ourandour shareholders. PROPOSAL 3 PROPOSAL 3
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed Wolf & Company, P.C., to act as our independent registered public accounting firm and to audit our financial statements for the fiscal year ending December 31, 2015.2020. This appointment will continue at the pleasure of the Audit Committee and is presented to the shareholders for ratification as a matter of good corporate governance. In the event that this appointment is not ratified by our shareholders, the Audit Committee will consider that fact when it selects our independent registered public accounting firm for the following fiscalfollowingfiscal year. Representatives of Wolf & Company, P.C., are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriatetoappropriate questions. Vote Required The ratification of Wolf & Company, P.C., as our independent registered public accounting firm for the fiscal year ending December 31, 2015,2020, will require “For” votes from a majority of the votes cast at the Annual Meeting by the holders of shares present in person or represented by proxy and entitled to vote on this proposal. Abstentions and broker non-votes are not counted as votes cast and they will have no effect on theonthe vote. | | | ☑ | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF WOLF & COMPANY, P.C.,
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR
ENDING DECEMBER 31, 2020. |
Our Recommendation
the board unanimously recommends a vote “for” the ratification of the appointment of wolf & company, p.c. as OUR independent registered public accounting firm.
Independent Registered Public Accounting Firm Fees and Services During the fiscal years ended December 31, 20142019, and 2013,2018, respectively, we retained and paid Wolf & Company, P.C., to provide audit and other services asservicesas follows: | | | 2014 | | 2013 | | Audit Fees(1) | | $ | 280,000 | | | $ | 278,000 | | | Audit-Related Fees(2) | | | 47,150 | | | | 47,150 | | | Tax Fees(3) | | | 65,100 | | | | 42,500 | | | All Other Fees(4) | | | 49,600 | | | | 44,000 | | | Total | | $ | 441,850 | | | $ | 411,650 | |
__________________
| (1) | Audit fees consisted of audit work performed in the preparation of financial statements as well as work generally only the independent auditors can reasonably be expected to provide, such as statutory audits. |
| (2) | Audit-related fees consisted of audit work performed in the area of benefit plans. |
| (3) | Tax fees consisted of assistance with matters related to tax compliance and counseling. |
| (4) | Other fees consisted of consulting services performed in the area of risk management. |
| | | | | | | 2019 | | 2018 | Audit Fees(1) | | $341,000 | | $334,000 | Audit-Related Fees(2) | | 52,000 | | 51,000 | Tax Preparation Fees(3) | | 48,000 | | 48,000 | Other Fees(4) | | 4,378 | | 4,378 | Total | | $445,378 | | $437,378 |
(1)Includes audit fees for the consolidated financial statement audit of the Company, the audit of internal control over financial reporting, quarterly reviews, and estimatedout-of-pocket costs; (2)Fees for benefitplan audits; (3)Consists of tax return preparation and tax-relatedcompliance services; (4)Fees for WolfPAC riskmanagement modules. HOUSEHOLDING OF PROXY MATERIALS The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reportsAnnual Reports with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for shareholders and cost savings forsavingsfor companies. This year, a number of brokers with account holders who are our shareholders will be “householding” our proxy materials. A single proxy statement will be delivered to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement and annual report,Annual Report, please notify yournotifyyour broker. Shareholders who currentlywhocurrently receive multiple copies of the proxy statement at their addresses and would like to request “householding” of their communications should contact theircontacttheir brokers. OTHER MATTERS The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in their owntheirown discretion. By Order of the Boardof Directors, TheresaC. Szlosek
Secretary Westfield, Massachusetts
April1, 2020 
PROXY
WESTERN NEW ENGLAND BANCORP, INC. PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 12, 2020 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED The undersigned hereby constitutes and appoints Gerald P. Ciejka and Guida R. Sajdak and each of them, as proxies with full power of substitution, to represent and vote all of the shares which the undersigned is entitled to vote at the Annual Meeting of Shareholders (the “Annual Meeting”) of Western New England Bancorp, Inc. (the “Company”) in such manner as they, or any of them, may determine on any matters which may properly come before the Annual Meeting or any adjournments thereof and to vote on the matters set forth on the reverse side as directed by the undersigned. The Annual Meeting will be held at the Sheraton Springfield Monarch Place Hotel, One Monarch Place, Springfield, MA 01144 on May 12, 2020, at 10:00 a.m., and at any and all adjournments thereof. The undersigned hereby revokes any proxies previously given. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTEDFOR ALL OF THE NOMINEES LISTED IN PROPOSAL 1 ANDFOR PROPOSALS 2 AND 3. (Continued and to be marked, dated and signed on the reverse side) | By Order of the Board of Directors, |
|  | | Gerald P. Ciejka | | Secretary |
Westfield, Massachusetts
April 2, 2015
|
WESTFIELD FINANCIAL, INC. ATTN:
LEO R SAGAN JR
141 ELM SREET WESTFIELD,
MA 01085 | VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on May 13, 2015. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 13, 2015. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
| |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY |
| | | | | | | | | | | | | | | | THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | | | | | | | | | | | | | | | | | | | | | To withhold authority to vote for any
individual nominee(s), mark “For All
Except” and write the number(s) of the
nominee(s) on the line below. | | | | | | | | | | For | Withhold | For All | | | | | | | | | | | All | All | Except | | | | | | | | | The Board of Directors recommends you vote | | | | | | | | | | | FOR the following: | | | | | | | | | | | | | | ☐ | ☐ | ☐ | | | | | | | | | 1.Election of Directors | | | | | | | | | | | | | Nominees | | | | | | | | | | | | 01 James C. Hagan 02 Philip R. Smith 03 Donald A. Williams | | | | | | | | | | | | | | | For | Against | Abstain | | | The Board of Directors recommends you vote FOR proposals 2 and 3. | | | | ☐ | ☐ | ☐ | | | 2 | Approval of a non-binding advisory resolution on the compensation of our named executive officers. | | | | | | | | | | | | | | | 3 | The ratification of the appointment of Wolf & Company,P.C. as Westfield Financial, Inc.`s independent registered public accounting firm for the fiscal year ending December 31, 2015. | | ☐ | ☐ | ☐ | | | | | | | | | | | NOTE:Such other business as may properly come before the meeting or any adjournment thereof. | | | | | | | | | | | | | | | | | Yes | No | | | | | | | | | | Please indicate if you plan to attend this meeting | ☐ | ☐ | | | | | | | | | | | | | | | | | | | | | | | Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. | | | | | | | | | | | | | | | | | | | | |
| Signature [PLEASE SIGN WITHIN BOX] | Date | | Signature (Joint Owners) | Date | | | | | | | | | | | | | | | |
0000239065 1
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting:Meeting of Shareholders to be held May 12, 2020 The Proxy Statement/Prospectus and our 2019 Annual Report Notice & Proxy Statement is/to
Shareholders are available atat:www.proxyvote.comhttp://www.viewproxy.com/WNEB/2020 . Please mark votes as in this example☒ PROXY PROPOSALS: Item IElection of the following directors for a three-year term expiring at the 2023 annual meeting of stockholders: | 01 Laura J. Benoit | WESTFIELD FINANCIAL, INC. Annual
Meeting of Shareholders May 14,
2015 10:00 AM
This proxy is solicited by the Board of DirectorsFor
The undersigned shareholder of Westfield Financial, Inc. hereby appoints Gerald P. Ciejka and Leo R. Sagan, Jr., and each of them, with full powers of substitution, to represent and to vote as proxy, as designated, all shares of common stock of Westfield Financial, Inc. held of record by the undersigned on March 19, 2015, at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held on May 14, 2015 at 10:00 a.m., Eastern Time, at the Springfield Marriott, 2 Boland Way, Springfield, MA. 01115 or at any adjournment or postponement thereof, upon the matters described in the accompanying Notice of the Annual Meeting of Shareholders and Proxy Statement, dated April 2, 2015, and upon such other matters as may properly come before the Annual Meeting. The undersigned hereby revokes all prior proxies.
This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is given, this Proxy will be voted FOR the election of all nominees listed in Item 1 and FOR the proposals listed in Items 2 and 3.
Continued and to be signed on reverse side
| Withhold | For All | | 02 Donna J. Damon | All | All | Except* | | 03 Lisa G. McMahon | ☐ | ☐ | ☐ | | 04 Steven G. Richter | | | |
0000239065 2*Instructions:To withhold authority to vote for any individual nominee, mark “For All Except” above and write the number(s) of the nominee(s) on the line below. I withhold my vote for the following nominee(s)
DO NOT PRINT IN THIS AREA (Shareholder Name & Address Data) | Address Change/Comments: (If you noted
any Address Changes and/or Comments
above, please mark box.)☐ | Please indicate if you
plan to attend this meeting ☐ |
Item 2 Consideration and approval of a non-binding advisory resolution on the compensation of the Company’s named executive officers. ☐ FOR ☐ AGAINST ☐ ABSTAIN Item 3 Ratification of the appointment of Wolf & Company, P.C., as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. ☐ FOR ☐ AGAINST ☐ ABSTAIN NOTE: Consideration of any other business as may properly come before the 2020 Annual Meeting, or at any adjournment or postponement thereof. (Joint Owners) Note: Please sign exactly as your name or names appear on this card. Joint owners should each sign personally. If signing as a fiduciary or attorney, please give your exact title. | CONTROL NUMBER |  | |
▲PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED.▲ As a stockholder of WESTERN NEW ENGLAND BANCORP, INC., you have the option of voting your shares electronically through the Internet or by telephone, eliminating the need to return the proxy card. Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned the proxy card. Votes submitted electronically over the Internet or by telephone must be received by 11:59 p.m., Eastern Standard Time, on May 11, 2020. For participants in the Western New England Bancorp 401(k) Plan, ESOP, or EIP this proxy, when properly executed, will be voted in the manner directed by the undersigned. If no direction is given, if the card is not signed, or if the card is not received prior to 11:59 p.m., Eastern Daylight Time, on May 5, 2020, the Plan’s Trustee will vote your shares held in the Plan in the same proportion as shares were voted by other Plan participants. | CONTROL NUMBER | | | |
PROXY VOTING INSTRUCTIONS Please have your 11-digit control number ready when voting by Internet or Telephone  | |  | |  | | | | | | | INTERNET | | TELEPHONE | | MAIL | | Vote Your Proxy on the Internet: | | Vote Your Proxy by Phone: | | Vote Your Proxy by Mail: | | Go towww.AALvote.com/WNEB | | Call 1 (866) 804-9616 | | | | Have your proxy card available when you access the above website. Follow the prompts to vote your shares. | | Use any touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares. | | Mark, sign, and date your proxy card, then detach it, and return it in the postage-paid envelope provided. |
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