Susan Sgroi
About Susan Sgroi
Independent director since 2020; age 60 as of December 31, 2024. Currently Executive Vice President for Human Resources and Information Technology at Eversource Energy (since January 2024). Previously Executive Vice President and Chief Human Resource Officer at Blue Cross Blue Shield of Massachusetts. Brings 35+ years of HR leadership spanning compensation, benefits, organizational effectiveness, culture change, talent management, M&A integration, and leadership coaching. Determined independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Cross Blue Shield of Massachusetts | EVP & Chief Human Resource Officer | Prior to Jan 2024 (not dated) | Led compensation, benefits, culture, and talent programs at a large not-for-profit health plan. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Eversource Energy | EVP, Human Resources & Information Technology | Since Jan 2024 | Listed as current employment; not disclosed as a board directorship. |
| Other public company boards | — | — | None disclosed in proxy biography. |
Board Governance
- Committee assignments (as of March 27, 2025): Compensation Committee Chair; Nominating & Corporate Governance Committee member; Board held 12 regular meetings in 2024; no director attended fewer than 75% of Board and committee meetings.
- 2024 annual meeting attendance: Board encourages attendance; all directors except one attended.
- Independence: Board deems all directors independent except CEO Richard J. O’Neil, Jr. and director Paul A. Delory (due to law firm fees). Sgroi is independent.
- Board leadership: Chairman separate from CEO (Dennis J. Leonard, Chairman; Richard J. O’Neil, Jr., CEO).
| Standing Committees (2024 vs 2025) | 2024 Assignment | 2025 Assignment | Meetings in 2024 |
|---|---|---|---|
| Compensation | Chair (X*) | Chair (X*) | 5 |
| Nominating & Corporate Governance | — | Member (X) | 1 |
| Audit | Not a member | Not a member | 18 |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer (non-employee director) | $50,000 (Bank; applies to directors) | $50,000 (Bank; applies to directors) |
| Compensation Committee Chair retainer | $10,000 | $10,000 |
| Fees earned (Susan Sgroi) | $60,000 | $60,000 |
| Nominating & Corporate Governance Chair retainer (not Sgroi) | $3,000 | $3,000 |
| Audit Committee Chair retainer (not Sgroi) | $12,000 | $12,000 |
- Director Deferred Fee Plan: Directors may defer up to 100% of fees; earnings indexed to highest Bank CD rate; benefits paid per election; hardship distribution allowed. Sgroi maintains a deferral account under this plan. Normal retirement age 75; annual benefit under separate Director Fee Continuation Plan generally $20,000 (Mr. Sachetta $32,500). Change-in-control: lump-sum present value payout.
Performance Compensation
| Equity and Metrics | 2023 | 2024 |
|---|---|---|
| Stock awards (grant-date fair value) | $137,635 (restricted stock; 11,664 RSU-equivalents per director) | $0 (no director equity awards disclosed) |
| Option awards (grant-date fair value) | $138,218 (29,160 options per director; Black-Scholes FV $4.74/option) | $0 |
| Vesting schedule | 5 equal annual installments commencing Sep 8, 2024 for both RS and options | N/A |
| Performance metrics tied to director awards | None disclosed (time-based vesting) | N/A |
- 2023 Equity Incentive Plan: permits time- and performance-based awards; 2023 grants vest 20% per year over five years; change-in-control, death, or disability accelerates vesting. Timing policies avoid grants during closed trading windows and within four business days of material disclosures.
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed. |
| Private/non-profit/academic boards | Not disclosed. |
| Potential interlocks (customers/suppliers) | Not disclosed; related-party transactions list does not include Sgroi. |
Expertise & Qualifications
- 35+ years in HR for large corporations; deep expertise in compensation and benefits, organizational effectiveness, culture change, talent management, capability development, M&A, governance, and leadership coaching. Proven record aligning strategic and business objectives with workforce strategies.
Equity Ownership
| Metric | As of Apr 12, 2024 | As of Mar 27, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 36,664 | 42,496 |
| Percent of class | * (<1%) | * (<1%) |
| Unvested restricted stock (under 2023 plan) | 11,664 | 9,331 |
| Options outstanding (context) | 29,160 unvested per director at 12/31/2023 (vesting starts Sep 8, 2024) | Not itemized in 2025 stock table; plan/vesting terms as above |
| Anti-hedging / pledging policy | Hedging prohibited; pledging generally prohibited; Board has not approved any exception for pledging. | |
| Section 16(a) filings | Company notes one late Form 4 for Paul A. Delory; no issues disclosed for Sgroi. |
Governance Assessment
- Board effectiveness and independence: Sgroi is independent and chairs the Compensation Committee, adding HR and pay design expertise at a community bank scale. Board maintains separation of Chair and CEO. Attendance across Board/committees met thresholds in 2024.
- Alignment and incentives: 2023 director equity grants underpin ownership alignment; 2024 director compensation shifted to cash-only with no new equity grants disclosed, reducing equity mix year-over-year. Sgroi’s beneficial ownership increased from 36,664 to 42,496 shares; unvested RS declined as vesting progressed. Anti-hedging/pledging policies strengthen alignment.
- Conflicts/related-party exposure: No related-party transactions disclosed for Sgroi. Board-level related-party items exist (CEO-linked leases and legal services; fees to director Delory’s firm), but these do not involve Sgroi; awareness aids governance monitoring.
- Engagement: Committee workload modest (Compensation 5 meetings; Nominating 1; Audit 18), with full Board meeting cadence (12). Annual meeting attendance robust.
Key investor signals: Sgroi’s HR/compensation expertise and committee leadership are a positive for pay-for-performance oversight; equity awards from 2023 establish skin-in-the-game, though lack of 2024 equity grants narrows alignment momentum. No personal conflicts flagged; strong anti-hedging/pledging policy reduces red-flag risk.
Notes: Rows marked with an asterisk (*) denote “less than 1%” as presented in the proxy ownership tables. All values are as disclosed in company filings.