Western New England Bancorp, Inc.

Role of the Compensation Committee

The Compensation Committee is responsible for discharging the Board’s duties in executive compensation matters and for administering the Company’s incentive and equity-based plans. The Committee oversees the development and implementation of the total compensation program for our NEOs. The Committee has the responsibility for establishing, implementing and continually monitoring adherence with our executive compensation philosophy. The Committee ensures that the total compensation paid to executives is fair, reasonable and performance-based while aligning with shareholder interests.

Details on the Committee’s functions are more fully described in its charter, which has been approved by the Board and is available on our website. To fulfill its charter and responsibilities, the Committee met four times during 2025, and also took action by written consent. The Chair of the Committee regularly reports on Committee actions at meetings of the Board, for which actions are then reviewed and approved by the Board.

The Committee reviews all compensation components for the Company’s Chief Executive Officer and President, including base salary, annual incentive awards, equity awards, benefits and other perquisites. The Committee may request compensation data from independent consultants as a matter of best practice and to provide external reference and perspective. The Committee is ultimately responsible for approving the compensation of the Company’s NEOs, Executive Vice Presidents and Senior Vice Presidents. The Committee reviews its decisions with the full Board and obtains the Board’s approval on all actions. In addition to reviewing competitive market values, the Committee examines the total compensation mix, pay-for-performance relationship and how all elements, in aggregate, comprise our executives’ total compensation package.

The Committee also reviews the employment contracts entered into with the Company’s Chief Executive Officer and President, the Chief Financial Officer and Executive Vice President, and the Chief Lending Officer and Executive Vice President, as well as the change in control agreements or any severance or employment agreements with other senior officers. The Committee and management closely review any accounting and tax (individual and corporate) consequences of the compensation plans prior to making changes to the plans. The Committee also reviews and approves the adoption of, or revision to, any compensation clawback policy, ensuring its compliance with the requirements of the SEC and NASDAQ Listing Rules. The Committee also reviews and approves all written recommendations regarding clawbacks of incentive compensation while determining the extent, if any, to which incentive-based compensation of the relevant executives should be reduced or extinguished.

The Committee has the sole authority and resources to obtain advice and assistance from internal or external legal, human resource, accounting or other advisors or consultants as it deems desirable or appropriate. The Committee has direct access to outside advisors and consultants throughout the year as they relate to executive compensation. The Committee has direct access to, and meets periodically with, the compensation consultant independently of management, and ultimately the Board is responsible for all compensation decisions, upon the recommendation of the Compensation Committee. (For additional information on the role of our Compensation Committee, please see “*Committees of the Board of Directors,”*subsection “Compensation Committee,” on page 19.)

Role of the Compensation Consultant

The Committee engaged the consulting services of Pearl Meyer & Partners, LLC (“Pearl Meyer”) in 2025 to provide independent counsel and comprehensive analyses on executive compensation matters and in 2023 to provide independent counsel and comprehensive analyses on director compensation. The Committee has also used the services of several law firms to ensure compensation plans and programs are properly administered, documented and meet legal and regulatory requirements. The Committee engages with Pearl Meyer on a tri-annual and rotating basis for independent advice and counsel related to executive, director compensation and employee compensation.

The Compensation Committee considers the independence of Pearl Meyer and its outside legal advisors in light of SEC and NASDAQ Listing Rules for compensation committees and compensation consultants, legal counsel and other advisers.

Role of Management

Management provides information and input as requested by the Compensation Committee to facilitate decisions related to executive compensation. Members of management may be asked to provide input relating to potential changes in compensation programs for review by the Committee. The Committee occasionally requests members of management to be present at meetings where executive compensation and Company or individual performances are discussed and evaluated. Executives are free to provide insight, suggestions or recommendations regarding executive compensation. However, only Compensation Committee members are allowed to vote on decisions regarding executive compensation.

In 2025, Christine Phillips, the Company’s Chief Human Resources Officer, continued to serve as management’s liaison to the Compensation Committee. Ms. Phillips assisted in the administration of executive compensation programs, prepared Compensation Committee and Board meeting materials, worked with consultants and legal counsel engaged by the Compensation Committee and performed work as requested, including the preparation of peer analyses, based on a peer group selected by the Compensation Committee. Guida R. Sajdak, the Company’s Chief Financial Officer, provided the Compensation Committee with periodic updates of the Company’s financial performance measures under the short-term and long-term incentive compensation programs. James C. Hagan, the Company’s Chief Executive Officer and President, made recommendations with respect to base salary, annual incentive awards and equity compensation for other executive officers. Mr. Hagan was not present at any Compensation Committee meetings in which his own compensation was discussed or voted upon. The Compensation Committee periodically meets in executive session without management present.