Steven G. Richter
About Steven G. Richter
Steven G. Richter, age 69 at May 14, 2025, has served as an independent director of Western New England Bancorp, Inc. since 2011. He founded and led Micro Test Laboratories, Inc. for ~30 years, later merged into Cambrex in 2014, and is a founding managing partner of RichCo Laboratories, LLC. He holds a B.S. in Microbiology (University of Massachusetts), an M.S. in Biological Sciences (UMass Lowell), and a Ph.D. in Sterilization Sciences (Columbia Pacific University). His qualifications emphasize regulatory compliance (FDA), risk management, human resources, and small-business administration, underpinning service on the Executive and Finance & Risk Management Committees and participation in the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Micro Test Laboratories, Inc. | Founder, Owner/Operator, President | ~30 years | Led financial responsibilities and strategic initiatives; company acquired/merged with Cambrex in 2014 |
| U.S. FDA (regulatory experience) | Regulatory compliance engagement | N/A | Experience with filing FDA-related documents and compliance to FDA laws, adding board compliance perspectives |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RichCo Laboratories, LLC | Founding Managing Partner | Established 2017 | Life science consulting/testing; supports undergraduate research (PFOS/PFAS in zebrafish models) |
| University of Massachusetts (IALS institute) | Board involvement | From inception | Governance involvement at academic institute |
| Holyoke Community College | Life science community involvement | N/A | Instrumental in obtaining a $4 million lab build-out grant |
Board Governance
- Independence: All directors other than the CEO (Hagan) are independent; Richter is independent under NASDAQ standards .
- Committee assignments (2024): Executive Committee member; Compensation Committee member; Finance & Risk Management Committee member; not on Audit or Nominating & Corporate Governance; no chair roles .
- Attendance: Each incumbent director attended at least 75% of combined board and committee meetings; total board/subcommittee attendance was 98% across 45 meetings in 2024; 9 of 10 directors attended the 2024 Annual Meeting .
- Executive sessions: The board meets regularly in executive session without management, including on risk topics .
| Committee | Membership | Chair Status | 2024 Meetings |
|---|---|---|---|
| Executive Committee | Member (with Hagan and Smith; chaired by McMahon) | None | 12 |
| Compensation Committee | Member (post‑May 2024; chaired by Damon) | None | 3 |
| Finance & Risk Management Committee | Member (chaired by Masse) | None | 3 |
Fixed Compensation
| Year | Fees Earned/Paid in Cash ($) | Equity Retainer Stock Grant ($) | All Other Compensation ($) | Total Annual Compensation ($) |
|---|---|---|---|---|
| 2024 | 49,800 | 20,000 (restricted stock; grant date fair value) | 501 (dividends on restricted stock) | 70,301 |
- Structure: Non-employee directors receive $500 per board meeting; Audit Committee meeting fee $700; Compensation, Finance, and Nominating & Corporate Governance meeting fees $500; annual cash retainer $20,000; Board Chair retainer $15,000; Committee Chair retainers: Audit $5,000; Compensation $4,000; Finance & Risk $3,500; Nominating & Governance $3,000; Executive Committee annual retainer $20,800 (paid monthly) .
- Changes: In 2023, meeting fees were reduced and retainers increased to rebalance pay away from per-meeting toward cash/equity retainers (Pearl Meyer advised) .
Performance Compensation
| Instrument | Grant Date | Grant Value ($) | Vesting | Notes |
|---|---|---|---|---|
| Restricted Stock | March 7, 2024 | 20,000 (grant date fair value at $8.39/share) | Fully vested Dec 31, 2024 | Annual equity retainer under 2021 Omnibus Incentive Plan |
- No director options outstanding post vesting; directors’ annual equity grant comprises restricted stock only .
- Plan governance: Amended and Restated 2021 Omnibus Incentive Plan administered by the Compensation Committee; explicit prohibition on option repricing without shareholder approval; full authority to designate grantees, set award terms, and modify awards within plan limits .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Other public company boards | Not disclosed (none identified in proxy bio) |
| Compensation Committee interlocks | None; no insiders on the committee; no cross-board compensation interlocks in 2024 |
Expertise & Qualifications
- Regulatory compliance (FDA), risk management, HR, and small-business administration; computer technology knowledge via training/classroom; financial statement review capability for Executive Committee credit approvals .
- Governance qualifications affirmed by Nominating & Corporate Governance Committee policies (independence, integrity, attendance capacity) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Detail |
|---|---|---|---|
| Steven G. Richter | 67,864 | <1% (based on 20,811,028 shares) | 59 shares held by spouse (no voting/investment); 53,916 shares sole voting/investment; 13,889 shares in IRA (sole voting/investment) |
- Stock ownership guidelines: 1x retainer; 3-year compliance window; all directors in compliance as of Dec 31, 2024 .
- Hedging/short sales: Section 16 insiders are prohibited from hedging; short sales strongly discouraged for all employees; company has not adopted a broader hedging policy for non‑Section 16 persons .
- Non-Employee Director Stock Election Program: Directors can elect to receive company stock in lieu of cash; TI‑Trust purchased 34,161 shares in the open market for participating directors from May 2024 through April 4, 2025 .
Governance Assessment
- Strengths: Long-standing independent director with deep FDA regulatory and risk management background supporting Finance & Risk Management oversight; consistent committee engagement (Executive, Compensation, Finance & Risk); board-wide attendance discipline (each ≥75%; aggregate 98%) bolsters effectiveness; equity retainer and stock election program enhance alignment .
- Compensation balance: Shift toward retainers (cash/equity) reduces variance tied to meeting counts, improving predictability; equity grants vest annually, providing time-based alignment without complex performance metrics—appropriate for directors but lowers “at risk” pay sensitivity .
- Conflicts/related parties: Bank makes loans to directors on market terms with board pre-approval thresholds; directors are recused from votes on their own loans; aggregate exposure to non‑employee directors/associates $2.05 million with $358,720 outstanding at March 17, 2025—process mitigates risk but remains a banking‑sector governance sensitivity . No related‑party transactions disclosed involving Richter; a lease with another director (Smith) existed until sale in Dec 2024 at arm’s length .
- Compliance signals: No Section 16(a) filing delinquencies in 2024; Compensation Committee independent and free of interlocks .
RED FLAGS: None explicitly disclosed for Dr. Richter (no pledging, no related‑party transactions, no attendance shortfalls). Sector‑standard director lending requires disciplined adherence to recusal and approval protocols; continued monitoring recommended .
Appendix: Committee Snapshot (2024)
| Committee | Mandate Highlights | Source |
|---|---|---|
| Finance & Risk Management | Enterprise risk oversight (risk appetite, stress testing, cyber, continuity), financial/capital/liquidity/M&A matters; receives CRO reports; reports to board | |
| Compensation | CEO/NEO pay oversight; equity/incentive plan administration; clawback per SEC 10D/NASDAQ; independent consultant authority | |
| Executive | Exercises board powers between meetings; approves credit extensions beyond management authority |
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