📄 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Western New England Bancorp, Inc. (WNEB), the company that owns Westfield Bank. Think of it as the official invitation and agenda for the 2026 Annual Meeting of Shareholders. Its main job is to ask shareholders to vote on key company decisions and to give them all the information they need to vote wisely.

👉 Why it matters: This document tells you what's being voted on, who is being nominated to lead the company, and how much the top executives are being paid. It's your window into the company's governance.

📅 Meeting Details:

Date: May 14, 2026, at 10:00 a.m. Eastern Time
Place: Sheraton Springfield Monarch Place Hotel, Springfield, MA
Record Date: March 16, 2026. (You must have owned shares by this date to vote.)

🏢 What The Company Does

In simple terms, WNEB is a bank holding company. Its main business is owning and operating Westfield Bank, which provides traditional banking services like checking accounts, loans, and mortgages to individuals and businesses in Massachusetts and Connecticut.

👉 Why it matters: As a regional bank, its performance is tied closely to the local economy, interest rates set by the Federal Reserve, and the real estate market in its operating areas.

🗳️ What You're Voting On

Shareholders will vote on three main proposals:

Proposal 1: Elect Four Directors. The board has nominated Laura J. Benoit, Donna J. Damon, Lisa G. McMahon, and Steven G. Richter for election to serve until 2029.
Proposal 2: Advisory Vote on Executive Compensation ("Say-on-Pay"). This is a non-binding vote where shareholders express their opinion on the pay packages for the company's top executives.
Proposal 3: Ratify the Auditor. Shareholders will vote to confirm the appointment of Wolf & Company, P.C. as the independent accounting firm for 2026.

👉 How voting works: For the director election, the four nominees with the most "FOR" votes win (this is called "plurality" voting). The other two proposals require a majority of "FOR" votes cast to pass. The Board recommends voting FOR all three proposals.

👥 Meet the Leadership Team

Board of Directors: The company has a 9-member board. Eight are independent (no material ties to the company), and only the CEO, James C. Hagan, is not independent due to his employment.

The Nominees for Director (all currently on the board):

Laura J. Benoit (59) - Director since 2014. Brings experience in risk management, accounting, and business strategy.
Donna J. Damon (67) - Director since 2011. Has deep financial services and risk oversight expertise.
Lisa G. McMahon (67) - Board Chair since 2022. Former bank CEO, provides extensive banking leadership experience.
Steven G. Richter (70) - Director since 2011. Former CEO of the company's Bank, offering unparalleled institutional knowledge.

Executive Officers (Not Directors):

James C. Hagan (65) - President & CEO
Allen J. Miles, III (63) - Chief Lending Officer (EVP)
Kevin C. O’Connor (66) - Chief Operating Officer (EVP)
Guida R. Sajdak (53) - CFO & Treasurer (EVP)
And several other SVPs leading credit, IT, HR, and risk functions.

💼 Executive Compensation

The company details how it pays its top executives (the "Named Executive Officers" or NEOs). The goal is to tie pay to company performance and shareholder interests.

Key Components:

Base Salary: Fixed pay for the job.
Annual Incentive (Bonus): Cash bonus based on meeting yearly financial goals.
Long-Term Incentives: Primarily company stock awards (Restricted Stock Units) that vest over time, aligning executives' interests with shareholders.

Notable Practices:

Clawback Policy: The company can recover incentive pay from executives if there's a financial restatement.
Stock Ownership Guidelines: Executives and directors are required to hold a significant amount of company stock.
No Hedging: Insiders are prohibited from hedging company stock and are discouraged from short selling.

👉 Why it matters: This section shows how the company's leaders are rewarded. The heavy use of stock-based pay is meant to incentivize decisions that boost the company's long-term value.

⚖️ Big Picture: Governance & Risks

👍 Strengths (Good Governance):

Independent Board: 8 of 9 directors are independent, which helps ensure objective oversight.
Committee Structure: Key committees (Audit, Compensation, Governance) are made up entirely of independent directors.
Transparent Process: The company holds a shareholder meeting, solicits votes, and has clear policies on ethics, insider trading, and related-person transactions.

⚠️ Risks & Considerations:

Business Risk: As a bank, WNEB faces risks from interest rate changes, loan defaults, and competition.
Executive Pay: Shareholders will need to judge if the compensation structure is appropriate, especially if company performance has been mixed.
Market Dependence: Its fortunes are closely linked to the economic health of Massachusetts and Connecticut.

📇 Key Contacts & People

Board & Management Contacts:

James C. Hagan - Chief Executive Officer
Lisa G. McMahon - Board Chair
Company Address: 141 Elm Street, Westfield, Massachusetts 01085
Phone: (413) 568-1911

For Meeting & Proxy Questions:

Phone: (413) 568-1911
Websites for Materials:
- wneb.q4ir.com/financials/proxy-materials
- web.viewproxy.com/WNEB/2026

Independent Auditor:

Wolf & Company, P.C.

🧠 The Analogy

Attending this annual meeting is like being a co-owner of a large, local farm. You're not out in the fields, but you get together once a year with all the other owners. You vote on who gets to be on the farm's board of trustees (the directors), you check if the farm manager's pay seems fair based on the harvest (executive compensation), and you confirm the bookkeeper who checks the farm's accounts (the auditor). This document is your packet of information before that meeting.

🧩 Final Takeaway

This proxy statement is all about shareholder democracy. It provides the details for your vote on the company's leaders and pay practices. The key takeaways are: the board is seeking re-election of four experienced members, asking for your non-binding approval of executive pay, and confirming its auditor. As an owner, your vote is your voice.

Western New England Bancorp, Inc. — DEF 14A Filing