Gary G. Fitzgerald

About Gary G. Fitzgerald

Gary G. Fitzgerald, age 58 as of May 14, 2025, is an independent director of Western New England Bancorp (WNEB) and has served on the board since October 2016 . He is a Certified Public Accountant and Managing Principal of Downey, Pieciak, Fitzgerald & Co., P.C., and is identified by the board as the company’s audit committee financial expert . He holds a B.S. from Western New England University and an M.S. in Taxation from Bentley University . The board has affirmatively determined he is independent under NASDAQ rules .

Past Roles

External Roles

Board Governance

• Independence: The board determined all directors except the CEO are independent under NASDAQ rules; Fitzgerald is independent .
• Committee assignments (2024): Audit Committee Chair; Compensation Committee member; not listed on Executive, Nominating & Corporate Governance, or Finance & Risk Management .
• Audit committee financial expert: Board designates Fitzgerald as an “audit committee financial expert” under Item 407(d)(5) of Regulation S‑K .
• Attendance: In 2024, each incumbent director attended at least 75% of board and committee meetings; the board and committees collectively held 45 meetings with 98% aggregate attendance; 9 of 10 directors attended the 2024 annual meeting .
• Board composition: Nine directors; average tenure 12.1 years; 89% independent; Fitzgerald’s term runs to 2028 following his 2025 nomination and election .

Fixed Compensation

• Director fee structure (2024): $20,000 annual cash retainer; $500 per board meeting; Audit Committee members $700 per meeting; other committees $500 per meeting; Audit Committee Chair $5,000 annual chair retainer; Compensation Committee Chair $4,000; Finance & Risk $3,500; Nominating & Governance $3,000; Board Chair additional $15,000; Executive Committee $20,800 paid monthly .
• 2024 Director Compensation (actuals):

• Equity retainer mechanics: Directors received restricted stock equivalent to $20,000 on March 7, 2024 at a grant-date fair value of $8.39 per share; shares fully vested on December 31, 2024; no unvested director stock remained after vesting .

Performance Compensation

• Equity awards for directors are retainer-based restricted stock and time‑vested; no performance-vesting metrics are disclosed for directors .
• Stock Ownership Guidelines: Directors must hold stock equal to 1× annual retainer within three years; as of December 31, 2024, all directors were in compliance .
• Hedging/Pledging: Company policy prohibits Section 16 insiders from engaging in hedging transactions and discourages short sales; insiders require pre‑clearance to trade .

Other Directorships & Interlocks

• Public company boards: None of WNEB’s directors served on other publicly traded company boards during 2024 .
• Internal interlocks: Fitzgerald serves on an affiliate foundation’s board (Chicopee Savings Bank Charitable Foundation) associated with Westfield Bank .
• Auditor oversight: As Audit Committee Chair, Fitzgerald oversees the independent auditor (Wolf & Company) and related pre‑approval policies; the committee pre‑approved 100% of 2024 services from Wolf & Company .

Expertise & Qualifications

• Credentials: CPA; Managing Principal at a regional CPA firm .
• Education: B.S. (Western New England University); M.S. in Taxation (Bentley University) .
• Board designation: Audit committee financial expert .
• Skill relevance: Accounting, financial reporting, internal controls, and related‑party transaction oversight (explicitly within Audit Committee charter) .

Equity Ownership

• Beneficial ownership as of March 17, 2025: 28,481 shares, held jointly with spouse; less than 1% of shares outstanding .
• Company‑wide director ownership: All non‑employee directors collectively held 471,042 shares; all officers and directors as a group (18 persons) held 1,273,440 shares (6.12%) as of March 17, 2025 .
• Non‑Employee Director Stock Election Program: Directors may elect to receive company stock in lieu of cash fees; TI‑Trust purchased 34,161 shares on behalf of participating directors from May 2024 to April 4, 2025 .

Insider Transactions (Form 4)

Note: “A (Award)” includes restricted stock awards and acquisitions pursuant to the Non‑Employee Director Stock Election Program. Share counts and post‑transaction ownership reflect Form 4 disclosures.

Potential Conflicts & Related‑Party Exposure

• Related‑party loans: The company makes loans to directors, officers and employees in the ordinary course and on market terms; as of March 17, 2025, loans to non‑employee directors and their associates totaled $2.05 million in exposure, with $358,720 outstanding; directors are recused from credit approvals involving themselves, and such loans may require pre‑approval over specified thresholds .
• Other related‑party transactions disclosed: A lease with Director Philip R. Smith for adjacent office space at $33,243 in 2024 (property sold in Dec 2024); no Fitzgerald‑specific transactions were disclosed .
• Audit oversight and related‑party review: The Audit Committee, chaired by Fitzgerald, reviews and approves all affiliated‑party transactions per its charter .

Governance Assessment

• Positives:
  • Deep accounting and audit oversight expertise; designated audit committee financial expert and Audit Chair, enhancing financial reporting oversight .
  • Independence affirmed; no public company interlocks; time‑based equity and stock election program align director incentives with shareholders; all directors comply with ownership guidelines .
  • Strong engagement: 2024 attendance thresholds met by all incumbents; aggregate attendance 98% across 45 meetings .
  • Hedging prohibitions for insiders reduce misalignment risk .
• Watch‑items:
  • Affiliate foundation board role (Chicopee Savings Bank Charitable Foundation) is disclosed; while not a related‑party transaction per se, it is an affiliated governance link to monitor for potential perceived conflicts .
  • Company policy allows director loans on market terms; aggregate exposure exists, though individual director balances are not detailed; continued transparency on any director‑specific loans would benefit investors .
• No disclosed red flags specific to Fitzgerald on: low attendance, pledging, tax gross‑ups, option repricing, SEC/legal actions, or undisclosed related‑party dealings in the latest proxy .