Laura Benoit
About Laura Benoit
Independent director at WNEB since 2014; age 58 as of May 14, 2025, with term expiring in 2026. Retired in August 2022 as Treasurer and Co-Owner of Bay State Fuel Oil, Inc. (served since 1985), and currently President of Buddy Realty, LLC (since 2005). Experienced in finance, accounting, small business operations, and cybersecurity/PCI-DSS compliance; attended multiple CMD Technology cybersecurity conferences in the past five years and annual EMaxx training for ~20 years. The Board has affirmatively determined she is independent under NASDAQ rules and committee independence standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bay State Fuel Oil, Inc. | Treasurer & Co-Owner | 1985–Aug 2022 | Company received Excellence in Risk Management Award for 10 consecutive years; finance/accounting leadership |
| Western Mass Fuel Dealers Association | Treasurer; President | 1995–2010 | Trade association leadership; industry governance experience |
| EMaxx Insurance | Director; Chair of Investment and Audit Committees | 2017–2022 | Committee leadership and oversight in investment and audit areas |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Buddy Realty, LLC | President | Since 2005 | Oversees management of several properties |
Board Governance
- Committee assignments: Audit Committee member (6 meetings in 2024) and Nominating & Corporate Governance Committee member (2 meetings in 2024). Chairs: Audit (Fitzgerald), N&CG (McMahon). Benoit is not a committee chair.
- Independence: Board affirmed independence for all directors except the CEO; committee members (Audit, Compensation, N&CG) meet SEC/NASDAQ independence requirements.
- Attendance: Each incumbent director attended at least 75% of Board and applicable committee meetings; overall Board and committee attendance totaled 98% across 45 meetings in 2024.
- Audit mandate includes approval of affiliated-party transactions and oversight of controls, reporting, and whistleblower program—relevant to related-party risk.
- Codes and policies: No waivers of the Code of Ethics or Code of Conduct during 2024; governance guidelines reviewed annually.
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 32,200 | Includes meeting, committee, and/or chair fees earned (paid or deferred) |
| All Other Compensation | 501 | Dividends on restricted common stock granted to non-employee directors |
| Total Annual Compensation | 52,701 | Sum of cash, equity grant value, and other compensation |
| Director Cash/Meeting Schedule (in effect for 2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | 20,000 | Added in 2023 alongside reduction in per-meeting fees |
| Board meeting fee | 500 per meeting | Reduced from $1,000 to $500 in 2023 |
| Board Chair annual cash retainer | 15,000 | Increased from $10,000 in 2023 |
| Committee Chair retainers | Audit: 5,000; Compensation: 4,000; Finance & Risk: 3,500; N&CG: 3,000 | Paid quarterly |
| Committee meeting fees | Audit: 700; Others: 500 per meeting | In-person or virtual |
| Executive Committee annual cash retainer | 20,800 | Paid monthly |
Performance Compensation
| Equity Award (Directors’ Annual Retainer) | Grant Date | Grant Value ($) | Fair Value per Share ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted common stock (2021 Omnibus Incentive Plan) | March 7, 2024 | 20,000 | 8.39 | Fully vested Dec 31, 2024 | No unvested stock awards outstanding after vesting |
- Non-Employee Director Stock Election Program: Directors may elect to receive shares in lieu of cash compensation; TI-Trust purchased 34,161 WNEB shares on behalf of participating directors between May 2024 and April 4, 2025—evidence of ongoing equity accumulation and alignment.
- Performance metrics tied to director compensation: None disclosed (director equity retainer is time-based restricted stock).
- Recoupment/clawback oversight resides with the Compensation Committee; policy coverage noted at Board risk oversight summary.
Other Directorships & Interlocks
| Company/Organization | Type | Role | Period | Potential Interlock/Conflict |
|---|---|---|---|---|
| EMaxx Insurance | Insurance (prior) | Director; Chair of Investment and Audit Committees | 2017–2022 | No WNEB customer/supplier interlock disclosed; prior role only |
| Buddy Realty, LLC | Private real estate | President | 2005–present | No WNEB related-party transactions disclosed for Benoit; general director loan policy applies |
- No current public company directorships for Benoit are disclosed in the proxy.
Expertise & Qualifications
- Finance and accounting leadership and small business management background (Bay State Fuel Oil).
- Cybersecurity and IT familiarity—PCI-DSS compliance experience; multiple CMD Technology cybersecurity conferences in past five years; ongoing training via EMaxx conferences over ~20 years.
- Prior audit and investment committee chair experience at EMaxx Insurance; relevant to Audit Committee service at WNEB.
- Qualifications cited by the company as supporting her director role.
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Outstanding | Nature of Ownership |
|---|---|---|---|
| Laura Benoit | 42,999 | <1% (based on 20,811,028 shares outstanding) | Joint with spouse; shared voting and investment power |
- Director stock ownership guidelines: 1x annual retainer; compliance period three years; all directors in compliance as of Dec 31, 2024.
- Unvested equity: None outstanding for non-employee directors after Dec 31, 2024 vesting.
- Hedging policy: Section 16 reporting persons prohibited from hedging; short sales strongly discouraged for employees.
- Section 16 compliance: Company reports all required filings in 2024 were timely without exceptions.
Governance Assessment
- Strengths: Independent status; active service on Audit and N&CG Committees; prior audit/investment committee chair experience enhances oversight effectiveness; equity alignment via annual restricted stock and optional stock-in-lieu program; formal ownership guidelines with compliance; prohibition on hedging for insiders; no ethics or conduct waivers in 2024; strong overall Board/committee attendance (98%).
- Potential conflicts and mitigants: Company extends loans to non-employee directors and associates (exposure $2.05 million; outstanding balances $358,720 as of March 17, 2025), but loans are at market terms under standard underwriting, require Board pre-approval above thresholds, and directors are recused from votes—Audit Committee reviews affiliated-party transactions. Related-party risk appears monitored.
- Engagement: Each incumbent director met at least the 75% attendance threshold; Board held frequent meetings, indicating ongoing engagement.
- Compensation mix: For 2024, Benoit’s compensation includes cash ($32,200), equity retainer ($20,000), and dividends ($501), reflecting a meaningful equity component with annual vesting—aligned but not performance-conditioned.
Board Governance (Committee Detail)
| Committee | Role | 2024 Meetings | Oversight Highlights |
|---|---|---|---|
| Audit | Member | 6 | Financial reporting/internal controls; auditor oversight; affiliated-party transactions; IT/cyber auditing; whistleblower program |
| Nominating & Corporate Governance | Member | 2 | Director selection; governance principles; independence reviews; Board evaluations; succession planning |