Western New England Bancorp : Proxy Statement

March 31, 2023

Dear Fellow Shareholder:

You are cordially invited to attend the 2023 Annual Meeting of Shareholders (the "Annual Meeting") of Western New England Bancorp, Inc. (the "Company" or "WNEB"), the holding company for Westfield Bank (the "Bank"), which will be held on May 11, 2023, at 10:00 a.m., Eastern Daylight Time, at the Sheraton Springfield Monarch Place Hotel, One Monarch Place, Springfield, Massachusetts, 01144.

The enclosed Notice of Annual Meeting of Shareholders and Proxy Statement describe the formal business that we will transact at the Annual Meeting, which includes

• The election of four (4) directors;
• An advisory, non-binding vote on our 2022 executive compensation;
• An advisory, non-binding proposal on the frequency of an advisory vote on the compensation of our named executive officers;
• Ratification of the appointment of Wolf and Company, P.C. ("Wolf & Company") as our independent registered public accounting firm for the fiscal year ending December 31, 2023; and
• Act upon such other business as may properly come before the meeting.

The Board of Directors of the Company (the "Board") has fixed the close of business on March 15, 2023, as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting. Directors and officers of the Company will be present to answer any questions that you and other shareholders may have. Our Annual Report on Form 10-K, which contains detailed information concerning the activities and operating performance of the Company, is available for review on our website at wneb.q4ir. com/financials/proxy-materials and www.viewproxy.com/WNEB/2023.

It is important that your shares be represented at the Annual Meeting and voted in accordance with your wishes. Whether or not you plan to attend the Annual Meeting, please promptly submit your proxy by telephone, internet or mail. Your vote is important regardless of the number of shares you own. Voting by proxy will not prevent you from voting in person at the Annual Meeting, but will assure that your vote is counted if you cannot attend.

The Board has determined that an affirmative vote on the matters to be considered at the Annual Meeting is in the best interests of Western New England Bancorp, Inc. and its shareholders, and the Board unanimously recommends a vote in support of their recommendations on all matters. We appreciate your participation and interest in Western New England Bancorp, Inc.

Sincerely yours,

James C. Hagan	Lisa G. McMahon
Chief Executive Officer	Chairperson
	IF YOU HAVE ANY QUESTIONS, PLEASE CALL US AT [phone].

	WESTERN NEW ENGLAND BANCORP, INC.
	141 Elm Street
	Westfield, Massachusetts 01085
	[phone]
	NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
DATE	Thursday, May 11, 2023
TIME	10:00 A.M. Eastern time
PLACE	Sheraton Springfield Monarch Place Hotel
	One Monarch Place
	Springfield, Massachusetts 01114
ITEMS OF BUSINESS	(1) Election of the nominees named in the attached Proxy Statement as directors to serve on the Board
	for a term of office stated.
	(2) Consideration and approval of a non-binding advisory resolution on the compensation of our Named
	Executive Officers.
	(3) Consideration and approval of a non-binding advisory vote on the frequency of an advisory vote on
	the compensation of our Named Executive Officers.
	(4) Ratification of the appointment of Wolf & Company as our independent registered public accounting
	firm for the fiscal year ending December 31, 2023.
	(5) Consideration of any other business properly brought before the Annual Meeting and any adjournment
	or postponement thereof.
RECORD DATE	The record date for the Annual Meeting is March 15, 2023. Only shareholders of record as of the close of
	business on that date may vote at the Annual Meeting or any adjournment thereof.
PROXY VOTING	You are cordially invited to attend the Annual Meeting in person. Whether or not you expect to attend the
	Annual Meeting, please promptly submit your proxy by telephone, internet or, if you have received printed
	materials, by signing and returning the Proxy Card by mail. Submitting a proxy will not prevent you from
	attending the Annual Meeting and voting in person. Please note, however, that if your shares are held of
	record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a
	proxy issued in your name from that record holder.
	By Order of the Board of Directors,
	Western New England Bancorp, Inc.

James C. Hagan

Chief Executive Officer

Westfield, Massachusetts

March 31, 2023

It is important that your shares be represented and voted at the Annual Meeting. Shareholders whose shares are held in registered form have a choice of voting by Proxy Card, telephone or the internet, as described on your Proxy Card. Shareholders whose shares are held in the name of a broker, bank or other holder of record must vote in the manner directed by such holder. Check your Proxy Card or the information forwarded by your broker, bank or other holder of record to see which options are available to you.

Important Notice Regarding the Availability of Proxy Materials for the 2023 Annual Meeting of Shareholders: This Proxy Statement for the 2023 Annual Meeting of Shareholders, the 2022 Annual Report to Shareholders, the Proxy Card and voting instructions are available free of charge on our

website at wneb.q4ir.com/financials/proxy-materials and www.viewproxy.com/WNEB/2023.

TABLE OF CONTENTS
	Page
INFORMATION ABOUT THE ANNUAL MEETING	1
General	1
Notice Regarding the Availability of Proxy Materials	1
Obtaining a Copy of the Proxy Statement and Annual Report on Form 10-K	1
Who Can Vote at the Annual Meeting	1
Voting Procedures	2
Quorum Requirement	3
Proposals and Vote Requirements	3
Effect of Broker Non-Votes	3
Confidential Voting Policy	4
Revoking Your Proxy	4
Solicitation of Proxies	4
Submission of Shareholder Proposals and Nominations for the 2024 Annual Meeting	4
PROPOSAL 1 - ELECTION OF DIRECTORS	5
Vote Required	5
Our Recommendation	5
INFORMATION ABOUT OUR BOARD OF DIRECTORS	6
General	6
Board Diversity	6
Board Refreshment	7
Director Competencies	7
Nominees	9
Continuing Directors	10
INFORMATION ABOUT OUR EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS	11
Retired Executive Officers	11
CORPORATE GOVERNANCE	12
Board of Directors	12
Board of Directors Independence	12
Code of Ethics and Corporate Governance Guidelines	13
Hedging and Pledging of Company Securities	13
Committees of the Board of Directors	13
Communicating with the Board of Directors	17
Board Leadership Structure and Role in Risk Oversight	17
Environmental, Social and Governance Highlights	18
Shareholder Engagement	20
COMPENSATION DISCUSSION AND ANALYSIS	21
Executive Summary	21
Company Performance	21
Advisory Vote On NEO Compensation	21
Best Practices in Executive Compensation	22
Our Decision-Making Process	22
Compensation Philosophy	23
Compensation Components	23
Clawback Policy	29
Stock Ownership Guidelines	29
Other Benefits	29
Benchmarking Data and Use of Compensation Consultants	30

i