Philip R. Smith
About Philip R. Smith
Independent director since 2009 (age 69 at May 14, 2025) with deep legal, lending, and governance experience. Partner at Bacon & Wilson, P.C. since 2001, specializing in real estate, business law, and estate planning; previously served as Secretary to the Company. Education: University of New Hampshire (undergraduate), J.D. New England School of Law, LL.M. in Taxation from Boston University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Western New England Bancorp (WNEB) | Director | Since 2009 | Executive Committee member; Finance & Risk Management Committee member |
| Western New England Bancorp (WNEB) | Corporate Secretary | Prior to directorship | Supported governance administration |
| Bacon & Wilson, P.C. | Partner (Real Estate, Business Law, Estate Planning) | Since 2001 | Legal expertise relevant to lending and governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Westfield Chamber of Commerce | Board Member | Prior to the past five years | Community and business engagement |
| Westfield State College Foundation | Board Member | Prior to the past five years | Higher education foundation governance |
| Westfield Community Development Corporation | Board Member | Prior to the past five years | Local community development |
Board Governance
- Independence: all directors except the CEO (Hagan) are independent under NASDAQ rules; committee memberships satisfy SEC and NASDAQ independence standards .
- Attendance: in 2024, each incumbent director attended at least 75% of board and committee meetings; total meetings scheduled = 45 with collective attendance of 98%; 9 of 10 directors attended the 2024 Annual Meeting .
- Executive sessions: the Board meets regularly in executive session without management, including to discuss risk .
| Committee (2024) | Smith Membership | Committee Chair | Total Meetings 2024 |
|---|---|---|---|
| Executive | Yes | Lisa G. McMahon | 12 |
| Audit | No | Gary G. Fitzgerald | 6 |
| Nominating & Corporate Governance | No | Lisa G. McMahon | 2 |
| Compensation | No | Donna J. Damon (appointed May 2024) | 3 |
| Finance & Risk Management | Yes | William D. Masse | 3 |
Committee fee schedule (unchanged in 2024): Audit chair $5,000; Compensation chair $4,000; Finance & Risk chair $3,500; Nominating & Governance chair $3,000. Meeting fees: Board $500; Audit $700; Compensation/Finance/Nominating $500; Board Chair annual retainer $15,000; non-employee director annual cash retainer $20,000; annual equity retainer $20,000 .
Fixed Compensation
| Director | Fees Earned or Paid in Cash ($) | Equity Retainer Stock Grant ($) | All Other Compensation ($) | Total Annual Compensation ($) |
|---|---|---|---|---|
| Philip R. Smith (2024) | 49,300 | 20,000 | 501 | 69,801 |
- Equity retainer granted March 7, 2024; grant-date fair value per share $8.39; restricted shares fully vested December 31, 2024; no outstanding unvested stock awards thereafter .
- Director stock ownership guidelines: 1x annual retainer multiple; three years to comply; all directors were in compliance as of December 31, 2024 .
- Non-Employee Director Stock Election Program allows directors to elect stock in lieu of cash; TI-Trust purchased 34,161 shares for participating directors from May 2024 through April 4, 2025 (aggregate, not per-director) .
Performance Compensation
- Director compensation is not performance-based; however, as part of board oversight of pay-for-performance, the Compensation Committee employs Company performance metrics to determine NEO incentive awards.
| 2024 STI Company Goals (75% of NEO annual incentive) | Goal Weight | Threshold | Target | Stretch | Actual Performance | % of Target |
|---|---|---|---|---|---|---|
| Net Interest Margin, tax-equivalent | 20% | 2.72% | 3.02% | 3.62% | 2.47% | 0% |
| Expense Ratio | 20% | 2.35% | 2.25% | 2.00% | 2.25% | 100% |
| Pre-Tax, Pre-Provision Income ($000s) | 20% | 16,400 | 20,500 | 24,600 | 14,292 | 0% |
| Nonperforming Loans to Total Loans | 15% | 1.00% | 0.75% | 0.50% | 0.26% | 150% |
Say-on-Pay support: approximately 98% approval at the May 9, 2024 annual meeting (advisory) .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Notes |
|---|---|---|---|
| Public company boards | Public | None disclosed | Proxy notes directors disclosed other board commitments; no specific public company roles for Smith are listed |
| Westfield Chamber of Commerce | Non-profit | Board Member | Prior to past five years |
| Westfield State College Foundation | Non-profit | Board Member | Prior to past five years |
| Westfield Community Development Corporation | Non-profit | Board Member | Prior to past five years |
Compensation Committee interlocks: none reported for 2024; Smith is not a member of the Compensation Committee .
Expertise & Qualifications
- Legal and regulatory: practicing attorney; LL.M. in Taxation; governance experience .
- Financial industry and lending: experience in commercial and residential lending; business law relevant to bank operations .
- Board skill matrix tags: Financial Industry Experience; Corporate Governance; Real Estate Development; Legal & Regulatory; Strategic Planning .
Equity Ownership
| Name | Shares Beneficially Owned | Percent of Common Stock Outstanding | Breakdown |
|---|---|---|---|
| Philip R. Smith | 52,108 | * Less than 1% (based on 20,811,028 shares outstanding) | 12,381 shares with sole voting/investment power; 39,727 shares in 401(k) Plan with sole voting but no investment power |
Hedging/short sales: Insider Trading Policy prohibits Section 16 insiders from hedging or corresponding hedging transactions; short-selling strongly discouraged for employees .
Governance Assessment
- Strengths: long-tenured independent director with legal and lending expertise; active on Executive and Finance & Risk Management committees overseeing credit, capital, liquidity, and enterprise risk; board-wide attendance and independence are strong (98% collective attendance; all directors except CEO are independent) .
- Alignment: equity retainer and stock ownership guidelines (1x retainer; all directors compliant) encourage skin-in-the-game; stock election program further aligns director incentives with shareholders .
- Pay structure: director compensation shifted toward fixed cash and equity retainers (meeting fees reduced; retainers increased), viewed as best practice and reduces meeting-fee variability; clear chair and committee retainers incentivize leadership roles .
- Shareholder signals: high Say-on-Pay support (98%) indicates investor acceptance of pay practices; Compensation Committee utilizes clear performance metrics for NEOs .
- RED FLAG (mitigated): related-party lease with Mr. Smith for adjacent office space at 9–13 Chapel Street ($33,243 in 2024) existed through December 2024; property was sold in an arm’s-length transaction to a non-affiliate, ending the arrangement . Loans to directors are permitted under policy with board pre-approval, standard terms, and director recusal; as of March 17, 2025, loans to non-employee directors and associates totaled $2.05 million in exposure with $358,720 outstanding balances (aggregate) .
- Compliance: no delinquent Section 16(a) reports for 2024, supporting timely insider disclosures .