Donna J. Damon
About Donna J. Damon
Donna J. Damon (age 66) is an independent director of Western New England Bancorp, Inc. (WNEB), serving since 2011 with her current board term expiring in 2026. She is President and owner of New England Concrete Cutting, Inc. (since 1992), and has been a director and executive officer of Witch Equipment of New England, Inc. and Witch Enterprises, Inc. (since 1998), bringing human resources, employee benefits, office management, and business administration expertise to the board. She is classified as independent; the proxy discloses that all directors other than the CEO are independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New England Concrete Cutting, Inc. | President & Owner | Since 1992 | HR, benefits, office management, business administration expertise applied to board oversight |
| Witch Equipment of New England, Inc. | Director & Executive Officer | Since 1998 | Operational leadership experience |
| Witch Enterprises, Inc. | Director & Executive Officer | Since 1998 | Operational leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None | N/A | Proxy states none of the Company’s directors served on other public company boards during 2024 |
Board Governance
- Committee assignments and chair roles:
- Compensation Committee: Chair (appointed May 2024)
- Nominating and Corporate Governance Committee: Member
- Not a member of Audit, Finance & Risk Management, or Executive Committees
- Meeting cadence and attendance:
- 2024 meetings: Company Board (4 quarterly + 1 ad hoc), Bank Board (11 regular + 3 ad hoc); Board and subcommittees collectively scheduled 45 meetings with 98% aggregate attendance; each incumbent director attended at least 75% of applicable meetings. Annual Meeting attendance: 9 of 10 directors in 2024.
- Board composition and independence:
- Independent director; Board is 89% independent with average age 64.8 and average tenure 12.1 years. Damon’s term expires in 2026.
| Committee | Damon Membership | Damon Chair Role | Meetings in 2024 |
|---|---|---|---|
| Compensation | Yes | Chair | 3 |
| Nominating & Corporate Governance | Yes | No | 2 |
| Audit | No | No | 6 |
| Finance & Risk Management | No | No | 3 |
| Executive | No | No | 12 |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Donna J. Damon) | $31,500 | Includes Board and committee meeting fees and chair fees as applicable |
| Annual Cash Retainer (all non-employee directors) | $20,000 | Added in 2023; paid quarterly |
| Board Meeting Fee | $500 per meeting | Reduced from $1,000 to $500 in 2023 |
| Committee Meeting Fee (Audit) | $700 per meeting | Paid for meetings attended (in person or virtual) |
| Committee Meeting Fee (Comp, Finance, Nominating) | $500 per meeting | Paid for meetings attended (in person or virtual) |
| Board Chair Annual Cash Retainer | $15,000 | Increased from $10,000 in 2023 |
| Committee Chair Annual Cash Retainers | Audit $5,000; Compensation $4,000; Finance & Risk $3,500; Nominating $3,000 | Paid quarterly |
| Director Compensation Summary (2024) | Fees Earned ($) | Equity Retainer Stock Grant ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Donna J. Damon | 31,500 | 20,000 | 501 | 52,001 |
- Consultant use and structure: Director compensation is recommended by the Compensation Committee after consultation with independent compensation consultant Pearl Meyer; in 2023, the Committee reduced the proportion of pay tied to meeting attendance and increased cash/equity retainers.
Performance Compensation
| Equity Component | Grant Date | Form | Grant-Date Fair Value | Share Price Basis | Vesting | Status |
|---|---|---|---|---|---|---|
| Annual Equity Retainer (restricted stock) | March 7, 2024 | Restricted stock under 2021 Omnibus Plan | $20,000 | $8.39 per share | Fully vested on Dec 31, 2024 | No outstanding unvested awards post-vesting |
| Performance Metrics Tied to Director Compensation | Details |
|---|---|
| Metrics (e.g., TSR, EPS, revenue, ESG) | None disclosed; director equity is time-based restricted stock; compensation comprised of cash and equity retainers without performance conditions |
- Non-Employee Director Stock Election Program: Directors can annually elect to receive stock in lieu of cash compensation; TI-Trust purchased 34,161 shares for participating directors from May 2024 through April 4, 2025, pursuant to the program.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None in 2024 for any Company director (includes Damon) |
| Compensation Committee Interlocks | None; Committee members: Donna J. Damon (Chair), Gary G. Fitzgerald, Lisa G. McMahon, Steven G. Richter; no interlocking relationships disclosed |
Expertise & Qualifications
- Company owner-operator with decades of experience in HR, employee benefits, office management, and business administration, supporting compensation oversight and governance.
- Tenured WNEB board member since 2011; independent status affirms governance alignment.
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | Ownership % of Outstanding | Breakdown |
|---|---|---|---|
| Donna J. Damon | 61,916 | <1%; approximately ~0.30% (61,916 / 20,811,028) | 31,513 joint with spouse (shared voting/investment); 30,403 sole voting/investment |
- Shares outstanding used for calculation: 20,811,028 as of March 17, 2025; Company reports Damon’s stake as less than 1%.
- Stock ownership guidelines: Directors must hold at least 1x annual retainer; 3 years to comply; all directors were in compliance as of Dec 31, 2024.
- Hedging/short sales: Insider Trading Policy prohibits Section 16 insiders from hedging; Company strongly discourages short sales by employees.
- Pledging: No pledging disclosure identified in the reviewed sections.
Governance Assessment
- Independence and role: Independent director; chairs Compensation Committee and serves on Nominating & Corporate Governance—positions central to pay oversight and board refreshment; chair role effective May 2024.
- Engagement: Board-wide attendance was strong in 2024 (each director ≥75%; aggregate 98%), with robust Board and Bank meeting cadence; Damon meets the attendance threshold.
- Pay structure and alignment: Director pay balanced between cash retainers/meeting fees and time-based restricted stock; annual equity retainer fully vested at year-end, and a stock-in-lieu program encourages ongoing ownership.
- Ownership: Damon beneficially owns 61,916 shares (<1%), with both joint and sole holdings; directors are in compliance with 1x retainer ownership guidelines—supports alignment.
- Conflicts/interlocks: No public-company board commitments in 2024 and no compensation committee interlocks; related-party transactions above the threshold were not disclosed for directors in the reviewed sections (no Damon-specific exposure identified).
- RED FLAGS: None observed—no hedging permitted for insiders, no options reported for directors, no interlocks, and compliance with ownership guidelines; continued monitoring of related-party disclosures advisable.