William D. Masse
About William D. Masse
Independent director of Western New England Bancorp since October 2016; age 69 at May 14, 2025; retired President of Granfield, Bugbee & Masse Insurance Agency with ~40 years in insurance. Holds a BA in Economics from Williams College; prior board service at legacy Chicopee Savings Bank (since 1998) and Chicopee Bancorp, Inc. (since 2006) until their merger into WNEB in 2016 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Granfield, Bugbee & Masse Insurance Agency | President | Retired Jan 2021; ~40 years in insurance | Business-owner expertise; extensive insurance background |
| Chicopee Savings Bank | Director | Since 1998 (legacy) to merger | Community/business contacts leveraged; legacy governance continuity |
| Chicopee Bancorp, Inc. | Director | Since 2006 (legacy) to merger | Continuity through merger with WNEB |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various local non-profits | Chair/President of boards | Prior to past five years | Community leadership; no public company boards disclosed |
Board Governance
- Committee assignments: Audit Committee member; Finance & Risk Management Committee Chair .
- Committee meeting cadence 2024: Audit 6; Compensation 3; Finance & Risk Management 3 .
- Independence: Board states all directors other than the CEO are independent; Audit Committee members are independent under NASDAQ Rule 5605(a)(2) and Rule 10A‑3 .
- Attendance: Each incumbent director attended at least 75% of Board and applicable committee meetings; Board and subcommittee total attendance 98% across 45 meetings in 2024; 9 of 10 directors attended the 2024 Annual Meeting .
- Risk oversight: As Finance & Risk Chair, scope includes ERM risk appetite, cybersecurity incident reporting, liquidity/capital oversight, and review of major expenditures/M&A .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 36,200 | Includes meeting fees and committee/chair fees (paid or deferred) . Structure includes: $20,000 annual cash retainer; Board meeting fee $500; Audit mtg $700; Compensation/Finance/Nominating mtg $500; Finance & Risk Chair retainer $3,500 . |
| All Other Compensation | 501 | Dividends on restricted stock |
| Total Annual Compensation | 56,701 | Sum of cash, equity grant value, other |
Performance Compensation
| Equity Grant Detail (2024) | Value/Units | Vesting/Terms |
|---|---|---|
| Equity Retainer Stock Grant (restricted stock) | $20,000 grant date fair value; grant-date price $8.39/share | Granted March 7, 2024; fully vested Dec 31, 2024; no unvested awards post-vesting . |
| Performance Metrics | None disclosed for director equity retainer | Grants are time-based; no PSUs/options in director program . |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Public company directorships | None disclosed |
| Compensation committee interlocks | None; no officer/employee members; no interlocking relationships affecting executive pay determination in 2024 |
Expertise & Qualifications
- BA in Economics (Williams College); 40-year insurance industry veteran; business-owner experience; community relationships; prior leadership roles at local non-profits .
- Relevant committee expertise: ERM oversight, cybersecurity escalation protocols, liquidity/capital and financial framework oversight through Finance & Risk Management Committee chair role .
Equity Ownership
| Measure | Amount | % Outstanding | Notes |
|---|---|---|---|
| Beneficial ownership (as of Mar 17, 2025) | 62,786 shares | <1% | Sole voting and investment power . |
| Post-Form 4 position (Nov 5, 2025) | 66,133 shares | — | After A-Award transaction; Common Stock; Form 4 link: https://www.sec.gov/Archives/edgar/data/1157647/000112329225000626/0001123292-25-000626-index.htm |
| Stock ownership guidelines | 1x retainer requirement; 3 years to comply | — | All directors in compliance as of Dec 31, 2024 . |
| Hedging/short sales | Section 16 insiders prohibited from hedging; short sales strongly discouraged for others | — | Insider Trading Policy . |
| Shares pledged | Not disclosed | — | No pledge disclosures in proxy . |
Insider Trades (Form 4, Director)
Related Party Transactions and Conflicts
- Director/officer loans: Conducted in ordinary course on market terms; certain loans require Board pre-approval if exceeding thresholds; directors recuse from voting. As of Mar 17, 2025, loans to non-employee directors and associates totaled $2.05 million in exposure with $358,720 outstanding balances .
- Lease with director Smith for HQ-adjacent space; no Masse-specific related-party transactions disclosed; Smith sold property in Dec 2024 to a non-affiliated party .
Compensation Structure Analysis
- Program structure: Non-employee director compensation mix includes $20,000 annual cash retainer, meeting fees, committee chair retainers, and $20,000 annual equity retainer in restricted stock; 2024 maintained 2023 structural changes (added cash retainer; reduced Board meeting fee to $500; increased equity retainer to $20,000) .
- No options/PSUs; equity grants are restricted stock, time-based vesting; no repricing language applies to options in omnibus plan, but directors receive stock, not options .
- Ownership alignment reinforced via stock election program allowing directors to take stock in lieu of cash; TI‑Trust purchased 34,161 shares for participating directors between May 2024 and Apr 4, 2025 (program-wide figure) .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval ~98% in favor; Compensation Committee considers vote outcomes in setting future policies .
Governance Assessment
- Strengths: Independent director; chairs Finance & Risk Management with explicit ERM and cybersecurity oversight responsibilities; high board/committee attendance overall; anti‑hedging policy for Section 16 insiders; clear ownership guidelines with compliance; robust Audit Committee independence .
- Alignment: Meaningful personal shareholding (62,786 shares; increased to 66,133 by Nov 2025 via periodic awards) and participation opportunity in stock election program; annual equity retainer aligns with shareholder interests [SEC links above] .
- Potential watch items: Ongoing director/officer loan exposure (ordinary course, pre‑approval and recusals mitigate); absence of disclosed pledging policy specifics beyond hedging; director equity awards are time-based (no performance linkage) which is typical but provides lower “at-risk” sensitivity than PSUs .
- No red flags identified: No Masse-specific related-party transactions; no Section 16 filing delinquencies; strong Say‑on‑Pay support .