Ronald A. Bucchi
About Ronald A. Bucchi
Ronald A. “Ron” Bucchi (age 70) has served on LWLG’s board since 2012 and is currently the non-executive Chair of the Board, Chair of the Audit Committee, and a member of the Nominating & Corporate Governance Committee. The board has designated him an “audit committee financial expert.” He is a Chartered Global Management Accountant (AICPA), a member of the Connecticut Society of CPAs, and completed Harvard Business School Executive Education coursework in governance, audit, and compensation. He has held CFO roles and advised companies on strategy, M&A, business sales, and tax. Independence: the board determined he is independent under NASDAQ and SEC rules (reviewed Dec 2024/Feb 2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Connecticut Bancorp, Inc. | Lead Director; Audit Committee Chair | Until sale in 2018 | Also served on Governance and Loan Committees |
| Various companies (domestic/international) | CFO; CEO consultant | Not disclosed | Strategic planning, M&A, sales, tax advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Petit Family Foundation, Inc. | Treasurer and Director | Current | Non-profit board service |
| Farmington Bank Foundation | Director | Current | Non-profit board service |
Board Governance
- Current roles: Non-executive Chair of the Board; Audit Committee Chair; member of Nominating & Corporate Governance Committee; designated Audit Committee Financial Expert .
- Independence: Determined independent as of Dec 2024 (also confirmed in Feb 2025 review) .
- Board structure: Separate CEO and non-executive Board Chair; board believes this structure appropriate for company size .
- Attendance: Board met 5 times in 2024; all directors attended over 75% of Board and committee meetings and all attended the 2024 annual meeting .
- Committee activity: Nominating & Corporate Governance Committee held 3 meetings in 2024; Audit Committee provided the annual report and recommended inclusion of audited financials in the 2024 10-K .
- Classified Board: Directors serve staggered three-year terms (Class II—Bucchi’s class—expiring 2025) .
Fixed Compensation (Director; 2024)
| Component (USD) | Amount |
|---|---|
| Cash Fees | $70,000 |
| Annual Director Compensation Program (schedule reference) | See details below |
2024 non-employee director schedule adopted June 18, 2024 (role-based): Audit Committee Chair—$45,000 cash + 17,241 RSAs + 90,000 options; Compensation Chair—$37,500 cash + 17,241 RSAs + 90,000 options; NCGC Chair—$37,500 cash + 17,241 RSAs + 90,000 options; Lead Director—$25,000 cash + 6,270 RSAs; Other Directors—$30,000 cash + 17,241 RSAs + 90,000 options. 2025 director compensation not yet determined .
Performance Compensation (Director; 2024)
| Award Type | Grant Date | Quantity | Grant-Date Fair Value | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|---|
| Restricted Stock Awards (RSAs) | Jun 18, 2024 | 23,511 shares | $78,292 | N/A | RSAs granted Jun 18, 2024; director awards vest partly at grant with remaining in quarterly installments per program; specific tranche sizing per role schedule | |
| Stock Options (Non-Qualified) | Jun 18, 2024 | 90,000 options | $232,222 | $5.00 | 45,000 vested at grant; remaining 45,000 vest in six equal monthly installments starting Jul 1, 2024 | |
| Change-in-Control | — | — | — | — | All director RSAs and options fully vest immediately prior to a change in control | — |
Notes:
- Group grant mechanics: Directors received RSAs on Jun 18, 2024 with grant-date fair value of $3.33 and staged vesting cadence; specific counts by role include: Audit/Comp/NCGC Chair—17,241 RSAs; Lead Director—6,270 RSAs; Other Directors—17,241 RSAs, with partial vest at grant and remaining in 10 quarterly installments .
- Options for directors (other than late-year appointees) followed the $5.00 strike and 45k-at-grant + monthly vest schedule; aggregate fair value computed under ASC 718 .
Director Compensation Mix (2024)
| Category | Amount (USD) | Notes |
|---|---|---|
| Cash | $70,000 | Fees under Director Compensation Program |
| Equity – RSAs | $78,292 | 23,511 RSAs |
| Equity – Options | $232,222 | 90,000 options @ $5.00 |
| Total | $380,514 | — |
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|---|
| First Connecticut Bancorp, Inc. | Public (former) | Lead Director; Audit Chair | Governance; Loan | Company sold in 2018 |
- Compensation Committee Interlocks: Company discloses no interlocking relationships among compensation committee members; committee members in 2024 had no Item 404 relationships. Bucchi is not on the Compensation Committee .
Expertise & Qualifications
- Financial expertise: Audit Committee Financial Expert designation; extensive CFO background .
- Credentials: CGMA (AICPA); member—Connecticut Society of CPAs .
- Education: Harvard Business School Executive Education in governance, audit, compensation .
- Governance: Prior lead director and audit chair at a public bank holding company .
Equity Ownership (Alignment)
| Holder | Shares Beneficially Owned | % of Class | Options/Warrants Included | Notes |
|---|---|---|---|---|
| Ronald A. Bucchi | 1,138,260 | <1% | 980,000 | Disclaims beneficial ownership of 3,000 shares held by spouse |
- Shares outstanding at record date: 124,604,522 .
- Hedging/Pledging: Insider Trading Policy prohibits hedging and short sales; pledging or margining company stock requires pre-approval; derivatives trading requires advance approval .
- Ownership guidelines: Company maintains no stock ownership or retention guidelines for directors or executive officers .
Governance Assessment
-
Strengths
- Independent non-executive Chair with audit financial expert designation; clear separation from CEO role .
- Active Audit oversight (executive sessions with auditors; independence confirmed) and formal Audit Committee report .
- Director attendance robust (>75% for all; all attended 2024 annual meeting) .
- Equity plan prohibits repricing of options/SARs without prior shareholder approval (shareholder-friendly provision) .
-
Watch items / potential investor concerns
- Classified board may limit near-term accountability for underperformance (common governance critique) .
- No director ownership guidelines can weaken long-term alignment signaling .
- Director equity vests on change-in-control (accelerated vesting), which can create sale incentives misaligned with long-term holders .
- Substantial option awards to non-employee directors (90,000 options in 2024) can raise dilution and risk appetite questions at small-cap issuers; however, clawback policy is in place and repricing is prohibited .
- Pledging permitted with pre-approval (policy mitigant), but any pledging would be a red flag; none disclosed for Bucchi .
-
Independence, conflicts, and related parties
- Board reaffirmed Bucchi’s independence as of Dec 2024/Feb 2025; no family relationships among directors/officers .
- Compensation Committee disclosed no interlocks and no Item 404 related-party relationships among its members; no Bucchi-related Item 404 disclosures identified in the proxy excerpts reviewed .
Additional Context on Compensation Governance
- Consultant: Meridian Compensation Partners engaged in Nov 2023 for executive and outside director benchmarking; final director report delivered Feb 2024; committee may adjust 2025 peer group parameters (industry, market cap, revenue) .
- Clawback: Adopted NASDAQ/Dodd-Frank compliant clawback policy; incentives subject to recovery on restatement .
- Risk oversight: Audit oversees enterprise risks (including cybersecurity/data governance); Compensation oversees compensation-related risks; NCGC oversees governance and ESG/investor engagement .
RED FLAGS
- No stock ownership/retention guidelines for directors .
- Change-in-control acceleration for director equity (RSAs/options) .
- Classified board structure .
- Pledging permitted with pre-approval (no pledging disclosed) .
Note: “Insider trades” (Form 4 activity) were not disclosed in the proxy excerpts reviewed. If needed, we can retrieve recent Form 4 filings from the SEC EDGAR system for transaction-level detail.