UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

(Amendment
No. 1)



(Mark One)



| | x | ANNUAL
                                         REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | -----------------------------------------------------------------------------------------------------------------------------



For the fiscal year ended December
31, 2015 or



| | o | TRANSITION
                                         REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ---------------------------------------------------------------------------------------------------------------------------------



For the transition period from              to



001-16767

(Commission File Number)



Westfield
Financial, Inc.

(Exact name of registrant as specified
in its charter)



|Massachusetts                                                  |  | 73-1627673                             
|-------------------------------------------------------------- |  | ---------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)



141 Elm Street, Westfield, Massachusetts
01085

(Address of principal executive offices,
including zip code)



(413)
568-1911

(Registrant’s telephone
number, including area code)



Securities registered pursuant to Section 12 (b) of the
Act:

|                               |  |                                               
|------------------------------ |  | ----------------------------------------------
|Title
    of each class        |  | Name
    of each exchange 
on which registered
|Common Stock, no par
    value |  | The NASDAQ Global Select
    Market           



Securities registered pursuant to Section 12 (g) of the Act:
None



Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes oNo x



Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes oNo x



Indicate by check mark whether the registrant i (1) has
filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
and (2) has been subject to such filing requirements for the past 90 days. Yes xNo
o



Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes x     No o



Indicate by checkmark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge,
in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x



Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large
accelerated filer” and “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act. (Check one):



|Large accelerated filer o |  | Accelerated filer x |  | Non-accelerated filer o                      |  | Smaller reporting company o
|------------------------- |  | ------------------- |  | -------------------------------------------- |  | ---------------------------
|                          |  |                     |  |                                              |  |                            
|                          |  |                     |  | (Do not check if a smallerreporting company) |  |                            



Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act). Yes oNo x



The aggregate market value of the voting stock held by non-affiliates
of Westfield Financial, Inc. was $139,748,265 as of April 21, 2016.



As of April 22, 2016, Westfield Financial, Inc. had 18,267,747
shares of common stock outstanding.
















Explanatory Note



Westfield Financial, Inc. (the “Company”,
“we” or “us”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual
Report on Form 10-K for the year ended December 31, 2015 (the “Original Report”) to include Items 10, 11, 12, 13 and
14 of Part III to Form 10-K. No changes are being made to the Original Report. Unless expressly stated, this Amendment does not
reflect events occurring after the filing of the Original Report and it does not modify or update in any way the disclosures contained
in the Original Report, which speak as of the date of the original filing.



As reported on the Company’s Current
Report on Form 8-K filed with the Commission on April 7, 2016, the Company has entered into an Agreement and Plan of Merger dated
as of April 4, 2016 with Chicopee Bancorp, Inc.(the “Merger Agreement”), pursuant to which Chicopee Bancorp would merge
with and into Westfield Financial, Inc. A copy of the Merger Agreement (together with certain other information regarding the proposed
merger) is provided in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April
7, 2016. As a result of the Merger Agreement, the Company’s Board of Directors has decided to postpone its 2016 Annual Meeting
of Shareholders.Accordingly, Part III of the Original Form 10-K is herebyamended and restated as set forth below. The information included herein as required by Part III, Items 10 through 14 of
Form10-K is more limited than what is required to be included in the definitive proxy statement
to be filed in connection with ourannual meeting of shareholders. Accordingly, the definitive
proxy statement to be filed at a later date will include additionalinformation related to
the topics herein and additional information not required by Part III, Items 10 through 14 of Form 10-K.In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by ourprincipal executive officers and principal financial officer are filed as exhibits to this Amendment under Item 15 of Part
IVhereof.



1







PART III



Item 10. Directors, Executive Officers and Corporate
Governance



INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS



The information provided below is biographical information
about each of our directors and executive officers. Age and other information in each director’s biography are as of December
31, 2015.



Directors



Laura Benoit, 49, has been
a director of our Board since 2014. Ms. Benoithas been the Treasurer and Co-Owner of Baystate Fuel Oil, Inc., a
fuel distribution company located in Agawam, Massachusetts, since 1985. Ms. Benoit also is a former member of the board of directors
of the Western Mass Fuel Dealers Association. Ms. Benoit received an Associate’s degree in Business Administration from Holyoke
Community College. Ms. Benoit’s finance, accounting and small business management experience provides her with the qualifications
and skills to serve as a director.



Donna J. Damon, 57, has
been a director of our Board since 2011. Ms. Damon is the President and owner of New England Concrete Cutting, Inc., a construction
company specializing in concrete cutting and drilling located in Agawam, Massachusetts. She also serves as an executive officer
and the office manager for two separate companies, Witch Equipment of New England, Inc. and Witch Enterprises, Inc. Ms. Damon also
serves on various community boards. Ms. Damon’s experience in human resource, office management and business administration,
including financial management and employee benefit administration provides her with the qualifications and skills to serve as
a director.



James C. Hagan, 54, has
been a director of our Board since 2009, our Chief Executive Officer since December 31, 2008 and our President since June 2005.
Mr. Hagan served as Chief Operating Officer of the Company and Westfield Bank from June 2005 until December 2008. Prior to that,
he served as Senior Vice President and Commercial Loan Department Manager of Westfield Bank from 1998. From 1994 through 1998,
Mr. Hagan was a Vice President at Westfield Bank. Prior to 1994, Mr. Hagan worked as a commercial lender and manager at other New
England based banking institutions. He received a Bachelor of Science from Westfield State College and received a Master’s
of Business Administration from American International College. Mr. Hagan’s expertise in credit administration, commercial
lending and management through his various roles within the Company and within other New England based banking institutions provides
him with the qualifications and skills to serve as a director.



Lisa G. McMahon, 57, has
been a director of our Board since 2014. Ms. McMahonis a manager of university advancement with Westfield State
University. Ms. McMahon came to the University in 2013 after leaving Merrill Lynch where she obtained her general securities license
and license to become a registered investment advisor representative. From 2007 to 2012, Ms. McMahon was the executive director
of the Westfield Business Improvement District, Inc. Ms. McMahon received a Bachelor of Science degree from Our Lady of the Elms
College. Ms. McMahon’s business experience and extensive work with micro businesses, nonprofits, and community relations
provides her with the qualifications and skills to serve as a director.



Steven G. Richter, 60,
has been a director of our Board since 2011. Mr. Richter is the founder, former owner, operator and President of Micro Test Laboratories,
Inc., a contract testing and manufacturing support operation for the pharmaceutical and biotechnology industries. He is currently
the Chief Science Officer of Accuratus Lab Services, Inc. which purchased Microtest Laboratories, Inc. in 2014. He is a graduate
of the University of Massachusetts with a Bachelor’s of Science in Microbiology. Mr. Richter went on to receive his Master
of Sciences degree in Biological Sciences from the University of Massachusetts-Lowell and his Ph.D. in Sterilization Sciences from
Columbia Pacific University. Mr. Richter has served in a biotechnological advisory capacity for small business with former Massachusetts
Governors Romney and Patrick. Mr. Richter is also actively involved in research and development with the University of Massachusetts.
Mr. Richter’s experience in small business administration and management, including financial and business operations matters
provides him with the qualifications and skills to serve as a director.



2







Philip R. Smith, 60, has
been a director of our Board since 2009. Mr. Smith has been a partner at Bacon & Wilson, P.C., one of the largest regional
law firms in western Massachusetts specializing in Real Estate, Business Law and Estate planning, since 2001. He has served as
a past board member of the Westfield Chamber of Commerce in Westfield, Massachusetts, and is a member of the Westfield State College
Foundation and the Westfield Community Development Corporation. He is a graduate of the University of New Hampshire and received
a J.D. from New England School of Law and an LL.M. in taxation from Boston University. Mr. Smith’s experience in commercial
and residential lending and business law through his many years of legal practice provides him with the qualifications and skills
to serve as a director.



Kevin M. Sweeney, 50, has
been a director of our Board since 2013. Mr. Sweeney has been a Principal of Sweeney Strategic Consulting since 2012, where he
advises non-profit and for-profit organizations regarding critical finance, strategic and operational decisions. Mr. Sweeney also
served as the interim President and Chief Executive Officer of Develop Springfield, where he had had overall strategic and operational
responsibility. Mr. Sweeney previously spent 19 years with the MassMutual Financial Group, where he was most recently a Managing
Director of MassMutual Capital Partners LLC and was responsible for strategic mergers and acquisitions, private equity investments,
and other transactions for MassMutual and its affiliated companies. He also served as Chairman of the board of directors of MassMutual
Trust Company, FSB. Mr. Sweeney is also a Professor of Practice with the School of Business of Worcester Polytechnic Institute
(WPI) in Worcester, MA, specializing in Finance. In addition to his teaching with WPI and his consulting, Mr. Sweeney is a visiting
Lecturer with Columbia University. Mr. Sweeney has also been a Senior Lecturer with Western New England University College of Business
and an Adjunct Professor of Law at the Western New England University School of Law. Mr. Sweeney also serves on the board of directors
of two private organizations and he is a member of the advisory board of another. Mr. Sweeney received a Bachelor of Arts from
the University of Massachusetts – Amherst, a Doctor of Law from the University of Wisconsin Law School and an M.B.A. jointly
from New York University Stern School of Business, the London School of Economics & Political Science, and the HEC School of
Management in Paris, France. Mr. Sweeney’s experience as a senior executive at a Fortune 500 company and his vast academic
experience and organizational consulting ventures provides him with the qualifications and skills to serve as a director.



Christos A. Tapases, 55,has been a director of our Board since 2013. Mr. Tapases is a Principal at Corbin & Tapases, P.C. and has been practicing
public accounting since 1982. Mr. Tapases joined the firm in 1984 after gaining valuable experience with Arthur Andersen &
Co. Mr. Tapases has been a certified public accountant since 1987 and is also the Plans and Training Officer for the City of Westfield
Emergency Management Agency. Mr. Tapases received a Bachelor of Science from American International College. Mr. Tapases’
management and accounting experience as a certified public accountant provides him with the qualifications and skills to serve
as a director.



Donald A. Williams, 72,
has been a director since 1983 and has been the Chairman of our Board since 2005. Mr. Williams served as President of Westfield
Savings Bank from 1983 through 2005 and the Company from its inception in 2001 through 2005. He later went on to serve as Chief
Executive Officer as well until his retirement from the position in 2008. He has been employed in the banking industry since 1972.
Mr. Williams received a Bachelor of Science with an emphasis on Finance and Insurance from Northeastern University and a graduate
degree in accounting from Western New England College. Mr. Williams’ previous positions with the Company and Westfield Bank
and his experience in banking and financial and regulatory management provide him with the qualifications and skills to serve as
a director.



Retiring Director



Charles E. Sullivan, 73,
has been a director of our Board since 1992. Mr. Sullivan, currently retired, was a Certified Public Accountant at the firm of
Sullivan, Poulin & Payne P.C., located in West Springfield, Massachusetts. He has been a Certified Public Accountant since
1968. Mr. Sullivan brings to his position over 40 years of accounting experience, as well as a plethora of industry-related knowledge.
He received a Bachelor of Science in Business Administration from American International College. Mr. Sullivan’s expertise
in public and small business company accounting, disclosure and financial system management, auditing and general financial management
provides him with the qualifications and skills to serve as a director.



3







Executive Officers



The following are our executive officers
who are not also members of the Board and therefore are not listed above. The executive officers hold office until their respective
successors have been elected and qualified, or until death, resignation or removal by the Board. In addition, we have entered into
employment agreements with certain of our executive officers, which set forth the terms of their employment. See “Compensation
Discussion and Analysis – Other Benefits – Employment Agreements and Change of Control Agreements.”



Gerald P. Ciejka, age 55,
serves as Senior Vice President, General Counsel and Director of Human Resources of the Company and Westfield Bank and is our Secretary.
Mr. Ciejka was previously a partner at the Springfield, Massachusetts law firm of Bulkley, Richardson and Gelinas in the business
organization and real estate departments. From 1997 to 2004, he served as branch manager and senior underwriting counsel for First
American Title Insurance Company and Chicago Title Insurance Company.



Louis O. Gorman, age 56,
serves as Senior Vice President of Credit Administration and Chief Credit Officer. Mr. Gorman has served as Chief Credit Officer
since 2010 and as Vice President of Credit Administration since 2009. Prior to that, Mr. Gorman was a commercial loan officer for
the Company and Westfield Bank and also performed the same function at other New England based banking institutions.



Deborah J. McCarthy, age
57 serves as Senior Vice President and is the Manager of the Operations and Information Systems Departments. She has worked for
Westfield Bank in numerous capacities since 1979.



Allen J. Miles, III, age
53, was appointed Executive Vice President effective December 31, 2008. Prior to that, Mr. Miles served as Senior Vice President
and Chief Lending Officer of the Company and Westfield Bank since August 2005. From 1998 to 2005 he served as Vice President and
Commercial Loan Officer.



Kevin C. O’Connor,
age 56, serves as Senior Vice President of Retail Banking, Retail Lending and Marketing; he joined the Company in February 2010.
Mr. O’Connor has over twenty-five years’ experience in retail and branch banking and had previously worked at both
national and regional banking institutions as a Vice President and regional manager of retail banking and sales, including small
business sales.



Leo R. Sagan, Jr., age
53, serves as Senior Vice President, Chief Financial Officer and Treasurer of the Company and Westfield Bank. Prior to his appointment,
Mr. Sagan served as the Vice President and Controller of the Company and Westfield Bank since 2003, as Controller of the Company
and Westfield Bank from 2002 to 2003 and as Assistant Treasurer of the Company and Westfield Bank from 1999 to 2002.



Director Nomination Process





It is the policy of the Nominating and
Corporate Governance Committee to select individuals as director nominees who shall have the highest personal and professional
integrity, who shall have demonstrated exceptional ability and judgment and who shall be most effective, in conjunction with the
other nominees to the Board, in collectively serving the long-term interests of the shareholders. When
considering candidates for the Board, the Nominating and Corporate Governance Committee takes into account the candidate’s
qualifications, experience and independence from management.Shareholder nominees, if any, would be analyzed by the Nominating
and Corporate Governance Committee in the same manner as nominees that are identified by the Nominating and Corporate Governance
Committee. If the Nominating and Corporate Governance Committee believes a candidate would
be a valuable addition to the Board, it will recommend to the full Board that candidate’s election. The Nominating and Corporate
Governance Committee also has the authority to retain any search firm to assist in the identification of director candidates. However,
the Nominating and Corporate Governance Committee has not retained any such search firm, andwe do not pay a fee to any
third party to identify or evaluate director candidates.



In accordance with our Bylaws, nominations
of individuals for election to the Board at an annual meeting of shareholders may be made by any shareholder of record entitled
to vote for the election of directors at such meeting who provides timely notice in writing to our Secretary at our principal executive
office. To be timely, a shareholder’s notice must be delivered to or received by our Secretary not less than 120 calendar
days in advance of the anniversary date of our proxy statement released to shareholders in connection with the previous year’s
annual





4







meeting of shareholders. Submissions must include the full name of the proposed nominee and include a detailed background
of the suggested candidate, and a representation that the nominating shareholder is a beneficial or record holder of our common
stock. If a nomination is not properly brought before the meeting in accordance with our Bylaws, the Chairman of the meeting may
determine that the nomination was not properly brought before the meeting and shall not be considered. For additional information
about our director nomination requirements, please see our Bylaws.



Audit Committee



During 2015, the Audit Committee was
chaired by Mr. Sullivan with Ms. Benoit and Messrs. Richter, Smith, and Tapases as members. The Audit Committee assists the Board
by overseeing the audit coverage and monitoring the accounting, financial reporting, data processing, regulatory and internal control
environments.



The primary duties and responsibilities
of the Audit Committee are to:



| | (1) | oversee and monitor the financial reporting process and internal controls system;
| | --- | ---------------------------------------------------------------------------------



| | (2) | review and evaluate the audit performed by outside auditors and report any substantive issues found during the audit to the
Board;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------



| | (3) | appoint, compensate and oversee the work of the independent auditors;
| | --- | ---------------------------------------------------------------------



| | (4) | review and approve all transactions with affiliated parties; and
| | --- | ----------------------------------------------------------------



| | (5) | provide an open avenue of communication among the independent auditors, financial and senior management, the internal audit
department and the Board.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------



The Board reviews the NASDAQ Listing
Rules’ definition of independence for Audit Committee members on an annual basis and has determined that all members of our
Audit Committee are independent (as independence is currently defined in Rule 5605(a)(2) of the NASDAQ Listing Rules and Rule 10A-3
under the Exchange Act). The Board has also determined that Mr. Tapases qualifies as an “audit committee financial expert”
as such term is currently defined in Item 407(d)(5) of Regulation S-K. The Board has adopted a written charter for the Audit Committee
that is available to shareholders on our website at www.westfieldbank.com.



Code of Ethics



We have adopted a Conflict of Interest
Policy and Code of Conduct, which applies to all our employees and officers. We have also adopted a Code of Ethics for Senior
Financial Officers, which applies to our principal executive officer, principal financial officer, principal accounting officer
or controller or person performing similar functions for us, and which requires compliance with the Conflict of Interest Policy
and Code of Conduct. The Code of Ethics for Senior Financial Officers meets the requirements of a “code of ethics”
as defined by Item 406 of Regulation S-K. The Code of Ethics for Senior Financial Officers is available to shareholders on our
website at www.westfieldbank.com.



We intend to satisfy the disclosure requirement
under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of our Code of Ethics that applies to our
principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions,
by posting such information on our website at the internet address set forth above. We did not amend or grant any waivers of a
provision of our Code of Ethics during 2015.



Section 16(a) Beneficial Ownership Reporting Compliance



Based solely upon a review of Forms 3,
4 and 5 furnished to, we believe that all of our directors, officers and applicable shareholders timely filed these reports.



5







Item 11. Executive Compensation.



COMPENSATION DISCUSSION
AND ANALYSIS



Executive Summary



We believe that our executive compensation
program is aligned with the interests of shareholders based on the Company’s 2015 performance and serves to reward and retain
our executives. The following are highlights of the Company’s performance in 2015:



| | · | Total loans increased $93.5 million, or 12.9%, to $818.2 million at December 31, 2015 compared to $724.7 million at December
31, 2014and securities declined $72.9 million, or 14.3%, to $435.9 million at December 31,
2015, compared to $508.8 million at December 31, 2014, in order to fund that loan growth.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Net interest and dividend income increased $614,000 to $31.7 million for the year ended December 31, 2015, compared to $31.1
million for the year ended December 31, 2014.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | The net interest margin for the year ended December 31, 2015 decreased 7 basis points to 2.53%, as compared to 2.60% for the
year ended December 31, 2014 resulting from a 3 basis point decrease in the yield on average interest-earnings assets along with
a 4 basis point increase in the cost of average interest-bearing liabilities.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | The efficiency ratio, excluding non-core items, was 75.5% for the year ended December 31, 2015, compared to 73.6% for the year
ended December 31, 2014.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Total deposits increased $66.2 million, or 7.9%, to $900.4 million at December 31, 2015, compared to $834.2 million at December
31, 2014.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------

| | · | Short-term borrowings and long-term debt decreased $44.7 million, or 13.7%, to $281.8 million at December 31, 2015 from $326.5
million at December 31, 2014.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------



The Compensation Committee continues
to make significant changes to its executive compensation program in order to incorporate a stronger pay-for-performance alignment
by rewarding our executives in light of the performance achieved and value delivered to the shareholders. It is the Committee’s
goal going forward to ensure that a significant amount of executive compensation is tied to variable/performance-based pay, both
short and long-term. In 2015, Westfield implemented a formal, short-term incentive program that utilizes a balanced portfolio of
performance metrics that reward for corporate and individual success. This program replaces the existing profit sharing bonus and
incorporates shareholder-based performance metrics.



In 2015, the Committee developed a formal
equity-based long-term incentive plan for our executives once again incorporating shareholder-based metrics to further align equity-based
incentives with those of our shareholders. This plan will be implemented in 2016 and derives from the 2014 Omnibus Incentive Plan
(the “2014 Omnibus Plan”) which was approved by our shareholders in 2014.



Role of the Compensation Committee, Management and Compensation
Consultant



Role of the Compensation Committee.
The Compensation Committee of the Board of Directors 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 Westfield’s Named Executive Officers.



The Compensation 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 of Directors and is available on our website. To
fulfill its charter and responsibilities, the Committee met





6







four times in 2015, and also may take action by written consent. The
Chair of the Committee regularly reports on Committee actions at meetings of the Company’s Board which actions are reviewed
and approved by the Board.



The Committee reviews all compensation
components for the Company’s Chief Executive Officer and other executive officers, including base salary, annual incentive,
long-term incentives/equity, benefits and other perquisites. 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 the executive’s
total compensation package. The Committee also reviews the employment contract with the Chief Executive Officer, Chief Financial
Officer, Executive Vice President and General Counsel and the Change in Control agreements or any severance agreement with other
senior officers. The Compensation Committee and management consider the accounting and tax (individual and corporate) consequences
of the compensation plans prior to making changes to the plans.



The Committee reviews the Chief Executive
Officer’s performance annually and makes decisions regarding the Chief Executive Officer’s compensation, including
base salary, incentives and equity grants based on this review. Input and data from management and outside consultants and advisors
are provided as a matter of practice and as requested by the Committee to provide external reference and perspective. While the
Chief Executive Officer makes recommendations on other Named Executive Officers, the Committee is ultimately responsible for approving
compensation for all Named Executive Officers. The Compensation Committee reviews its decisions with the full Board of Directors
and obtains its approval on all actions.



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.



Role of the Compensation Consultant.In 2015, the Committee retained the services of Pearl Meyer & Partners, LLC (“Pearl Meyer”) to serve as
the Committee’s independent advisor. Pearl Meyer assisted the Committee with development of long-term incentive strategy
and other miscellaneous requests of the Committee.



The Consultants reported directly to
the Committee and carried out their responsibilities to the Committee in coordination with the Company’s Human Resources
Department, as requested by the Committee. The Committee Chair has regular contact with the Consultant outside formal Committee
meetings, as appropriate. The Committee has reviewed Pearl Meyer’s services and determined that the Consultant is independent
with respect to SEC standards as well as Company policy.



Role of Management.The
Company’s management provides information and input, as requested by the 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 Committee members are allowed to vote on decisions regarding executive compensation.



Compensation Philosophy and Overall Program Objectives



We strive to attract, retain and motivate
qualified executives crucial to our success. Our approach is to compensate executives commensurate with their experience, expertise
and performance and to be competitive with the other comparative financial companies of similar size, complexities and business.
In addition, our compensation programs have been designed and implemented to reward executives for sustained financial and operating
performance and to encourage such executives to remain with us for an extended period of time. We ensure that our compensation
programs are designed to:



| | · | Motivate and reward executives for achievements tied to our business strategy;
| | - | ------------------------------------------------------------------------------

| | · | retain and recruit executive talent;
| | - | ------------------------------------





7







| | · | create sustained financial strength and long-term shareholder value; and
| | - | ------------------------------------------------------------------------

| | · | provide a balanced approach that rewards our executives for both short-term and long-term performance results and appropriate
risk taking.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------



We seek to achieve these objectives by
providing executives the following elements of pay:



| | · | Base salary
| | - | -----------

| | · | Annual short-term incentives
| | - | ----------------------------

| | · | Long-term incentives (equity)
| | - | -----------------------------

| | · | Retirement and Other Benefits
| | - | -----------------------------

| | · | Perquisites
| | - | -----------

| | · | Employment and change-in-control agreements
| | - | -------------------------------------------



We focus on both current and future
compensation and combine both of these elements in a manner that we believe optimizes the executive’s contribution to the
Company in a risk appropriate manner.



Inputs into Decision Making Process



We use market data from comparative financial
companies of similar size, complexities and business as one factor in making compensation decisions, along with individual contribution
and performance, importance of role and responsibilities, as well as leadership and growth potential as additional factors. We
also rely upon our judgment and the judgment of compensation professionals in making compensation decisions to insure that the
strategic, financial, leadership and shareholder value creation objectives are met.



Use of Outside Advisors and Survey
Data.The Compensation Committee has employed Pearl Meyer to assist in the evaluation of the company’s compensation
programs. Pearl Meyer was paid $21,011 for compensation related services in 2015 and the Compensation Committee has determined
that Pearl Meyer is independent and does not have any conflict of interest in providing advice to the Compensation Committee. The
Compensation Committee uses its own criteria coupled with empirical data to establish the Chief Executive Officer’s base
salary. This process is repeated for determining fair compensation for all members of the Board and its committees. The Compensation
Committee maintains the authority to approve fees and other retention terms with respect to the compensation consultant. No compensation
consultant provides us with any additional services beyond annual executive and employee salary-based compensation services.



The Compensation Committee typically engages
Pearl Meyer to conduct a competitive review of our executive compensation program every two to three years. The last study was
completed at the end of 2013. A primary data source used in setting market-competitive guidelines for the executive officers is
the information publicly disclosed by a peer group of other publicly traded banks and thrifts. Our peer group is developed by Pearl
Meyer using objective parameters that reflect banks of similar asset size and region. When developing the peer group, Pearl Meyer
includes financial institutions ranging from approximately one half to two times our asset size that are located in our region
and have business models and demographics similar to our Company. The peer group is also designed to position us at approximately
the 50th percentile in regards to assets.



The following is the 2014 peer group used
by the Compensation Committee to make decisions related to 2015 executive compensation.



| | ACNB Corporation
        AmeriServ Financial, Inc.                                                         
| | -----------------------------------------------------------------------------------------------------------
| | Arrow Financial Corp.
        Bar Harbor Bankshares
        ESB Financial Corp.
        Evans Bancorp, Inc.
| | Camden National Corp.                                                                                      





8







| | Citizens & Northern Corporation
        CNB Financial Corp.
        Codorus Valley Bancorp, Inc.
        Enterprise Bancorp, Inc.                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ESSA Bancorp, Inc.                                                                                                                                                                                                                      
| | First Bancorp, Inc.,                                                                                                                                                                                                                    
| | Hingham Institution for Savings
        Lake Sunapee Bank Group
        Merchants Bancshares, Inc.
        Northeast Bancorp
        Orrstown Financial Services, Inc.
        Penns Wood Bancorp
        United Financial Bancorp, Inc.



In making decisions with respect to any
element of a named executive officer’s compensation, the Compensation Committee considers annually the total compensation
that may be awarded to the officer, including salary and long-term and short-term incentive compensation. In addition, in reviewing
and approving employment agreements for named executive officers, the Compensation Committee considers the other benefits to which
the officer is entitled by the agreement, including compensation payable upon termination of the agreement under a variety of circumstances.
The Compensation Committee’s goal is to award compensation that is reasonable when all elements of potential compensation
are considered. The Compensation Committee is provided a compensation schedule for each named executive officer, containing the
amount of all forms of compensation. This schedule is used as a tool by the Compensation Committee when considering the total compensation
of each named executive officer.



The following officers are our named executive
officers for 2015:



| | · | James C. Hagan, President and Chief Executive Officer;
| | - | ------------------------------------------------------



| | · | Leo R. Sagan, Jr., Senior Vice President, Chief Financial Officer and Treasurer;
| | - | --------------------------------------------------------------------------------



| | · | Allen J. Miles, III, Executive Vice President and Chief Lending Officer;
| | - | ------------------------------------------------------------------------



| | · | Gerald P. Ciejka, Senior Vice President, General Counsel and Human Resource Director; and
| | - | -----------------------------------------------------------------------------------------



| | · | Louis O. Gorman, Senior Vice President, Credit Administration and Chief Credit Officer
| | - | --------------------------------------------------------------------------------------



Advisory Vote on NEO Compensation.At our annual meeting of shareholders held on May 14, 2015, we held an advisory vote on executive compensation. Although
the vote was non-binding, the Compensation Committee has considered and will continue to consider the outcome of the vote when
determining compensation policies and setting named executive officer compensation. Approximately 96% of the shares of our common
stock that were voted on the proposal were voted for the approval of the compensation of the named executive officers as disclosed
in our 2015 proxy statement.



During 2015, the Committee implemented
the performance based short term incentive plan and worked with Pearl Meyer to develop a performance-based, long term incentive
plan with the goal of incorporating more performance-based compensation into the executive pay program. We believe these new performance-based
incentive programs will more closely align the interests of management with those of shareholders. The Compensation Committee will
continue to consider the outcome of our say-on-pay proposal, regulatory changes and emerging best practices when making future
recommendations regarding compensation for our executives.



Total Compensation. In
making decisions with respect to any element of a named executive officer’s compensation, the Compensation Committee considers
the total compensation that may be awarded to the named executive officer, including salary, short term incentive and long-term
incentive compensation. In addition, in reviewing and approving employment or change in control agreements for the named executive
officers, the Compensation Committee considers the other benefits to which the named executive officer is entitled by the agreement,
including compensation payable upon termination of the agreement under a variety of circumstances.





9







The Compensation Committee’s goal is to award compensation that is reasonable when all elements of
potential compensation are considered. The Compensation Committee is provided a summary compensation schedule for each named executive
officer, containing the amount of all forms of compensation. This schedule is used as a tool by the Compensation Committee when
considering the total compensation of each named executive officer.



Periodic Review and Shareholder
Engagement. We do not believe that our compensation policies and practices for our employees are reasonably likely to have
an adverse effect on us. The Compensation Committee has previously and will continue to review annually both the short-term incentive
program and the long-term incentive program to ensure that their respective key elements continue to meet objectives described
above and to determine that such programs do not have a material adverse effect on the Company. Management, at the direction of
our Board of Directors, has engaged in shareholder outreach in 2014 and 2015 with the Company’s top shareholders representing
approximately 48% of our issued and outstanding shares, and has incorporated certain of their suggestions concerning plan design
into the STI and LTI Plans and in compensation disclosure contained within this Amendment No. 1 on Form 10-K/A.



Elements of Pay and 2015 Decisions



Similar to prior years, the compensation
paid to our named executive officers during 2015 consisted of the following three primary components:



| | · | Base salary –We provide a fixed base salary to our executives to provide for a level of compensation that
is assured;
| | - | ---------------------------------------------------------------------------------------------------------------------



| | · | Short-term incentive awards –We provide a performance-based short-term incentive plan described below; and
| | - | ----------------------------------------------------------------------------------------------------------



| | · | Long-term incentive awards –We provide a performance-based long-term incentive plan described below.
| | - | ----------------------------------------------------------------------------------------------------



Base Salaries.The minimum
salaries for Mr. Hagan, Mr. Sagan, Mr. Ciejka and Mr. Miles were determined by employment agreements and any increase over these
minimums, and the salaries of the other executive officers, are determined by the Compensation Committee based on a variety of
factors, including:



| | · | the nature and responsibility of the position and, to the extent available, salary norms for persons in comparable positions
at other financial institutions;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the expertise of the individual executive and (except for their own compensation) the recommendations of the Chief Executive
Officer, Executive Vice President, Chief Financial Officer and General Counsel; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the alignment of the interests of executives with those of the shareholders.
| | - | ----------------------------------------------------------------------------



Where not specified by contract, salaries
are generally reviewed annually and are designed to reward annual achievements and are to be commensurate with the executive’s
responsibilities, leadership abilities and management expertise and effectiveness. In addition, the Compensation Committee considers
our financial and market performance and the creation of long-term shareholder value in determining salaries.



2015
Short-Term Incentive Plan.The Compensation Committee in 2014 approved a performance-based short-term incentive plan
for executive and senior management and selected employees which was implemented in 2015. A major element of our compensation philosophy
is to make sure annual cash incentives are linked to the achievement of measureable corporate and individual performance metrics.
Our performance-based short-term incentive plan (the “STI Plan”) provides us with a vehicle to reward participants
for superior company and individual performance.



Performance Measures. The Compensation
Committee, with assistance from the Committee’s executive compensation consultant, established and approved the Company
performance metrics within the incentive plan. The performance triggers in order to activate the plan are as follows: (1) net
income must be at least 70% of





10







budgeted net yearly income; and (2) the Company’s subsidiary, Westfield Bank, must
receive satisfactory regulatory ratings from its regulatory examiner. Incentives for each executive are tied to a combination
of Company and individual performance. The Company performance measures, goals and weightings for 2015 were:



|Performance Measure | Weighting | Performance Goals
|------------------- | --------- | -----------------
|Threshold           | Target    | Stretch          
|Earnings Per Share  | 40%       | $0.33            
|Efficiency Ratio    | 35%       | 75.50%           



For 2015, 25% of the executives’
incentive award was tied to individual performance and linked to the Company’s performance management rating system. This
approach allows executives to be assessed across multiple individual performance goals determined at the beginning of the year
as part of the performance management process. Ratings range between 1 to 4 with a 3.0 as “meets expectations”. No
awards are paid for performance below threshold for a particular performance measure but will be paid out for other performance
measures provided threshold performance is obtained. Actual payouts for each goal are based upon final performance between threshold
and stretch levels. Actual payouts for each performance goal are pro-rated for any level of performance between threshold and stretch
using interpolation to reward incremental improvement. The Compensation Committee has the discretion to adjust any payouts to reflect
the business environment and market conditions.



Incentive Opportunities. Each
participant has a target award (expressed as a percentage of earned base salary during the fiscal year) and range that defines
the incentive opportunity. Actual awards will vary based on performance and range from 0% of target (not achieving minimal performance
for a goal) to 150% of target for exceptional performance. The Compensation Committee maintains the discretion to modify, decrease
or increase or eliminate the award based on positive or negative performance of the Company or individual. The table below summarizes
the 2015 incentive opportunity for the CEO and NEOs.



|Position            | Incentive
    Opportunity as % of Base Salary
|------------------- | ---------------------------------------------
|Below
    Threshold | Threshold                                    
|CEO                 | 0%                                           
|Other
    NEOs      | 0%                                           





Restricted
Stock and Stock Options. The Compensation Committee did not grant any long-term incentive awards to any
named executive officer during 2015. Under the 2014 Omnibus Plan restricted stock and stock options granted as long-term incentive
compensation to the named executive officers are conditioned on continued employment and will have the same recoupment provisions
as contained in the short-term incentive plan discussed above. Stock options, to the extent granted, have exercise prices of not
less than fair market value of our stock on the date of grant. The charter of the Compensation Committee prohibits the Compensation
Committee from granting an award with a price or value less than the fair market value of our stock on a day other than the grant
date of such award. We prohibit the repricing of stock options. The Compensation Committee has never granted stock options with
exercise prices below the market price of our stock on the date of grant.



2016 Long-Term Incentive Plan.The long-term incentive program (the “LTI Plan”) provides a periodic award that is both performance and retention
based in that it is designed to recognize the executive’s responsibilities, reward demonstrated performance and leadership
and to retain such executives. The objective of the LTI Plan is to align compensation for the named executive officers over a multi-year
period directly with the interests of our shareholders by motivating and rewarding creation and preservation of long-term financial
strength, shareholder value and relative shareholder return.





11







In 2015, the Committee approved the 2016
LTI Plan with the following objectives:



| | · | Align executives with the Company’s shareholder interest.
| | - | ---------------------------------------------------------



| | · | Increase Company executive stock ownership/holdings.
| | - | ----------------------------------------------------



| | · | Ensure sound risk management by providing a balanced view of performance and aligning rewards with the time horizon of risk.
| | - | ----------------------------------------------------------------------------------------------------------------------------



| | · | Position the Company’s total compensation to be competitive with market for meeting performance goals.
| | - | ------------------------------------------------------------------------------------------------------



| | · | Motivate and reward long-term sustained performance.
| | - | ----------------------------------------------------



| | · | Enable the Company to attract and retain talent needed to drive the Company’s success
| | - | -------------------------------------------------------------------------------------



The LTI Plan includes eligible officers
of the Company who are nominated by the Company’s Chief Executive Officer and approved by the Committee. The LTI Plan is
triggered by the Company achievement of satisfactory safety and soundness results from its most recent regulatory examination.
Stock grants made through the 2016 LTI plan will be a combination of 50% time-vested restricted stock and 50% performance-based
restricted stock. The target opportunity provided through the LTI plan is $60,000 for the CEO and $30,000 for the remaining NEOs.
Time-based restricted stock will vest ratably (1/3 per year) over a three-year period while the performance-based restricted stock
will be earned at the end of the three-year performance period.



For the performance shares, the primary
performance metric in 2016 will be return on equity. Performance shares will be earned based upon how the Company performs relative
to threshold and target absolute goals (i.e. Company-specific, not relative to a peer index) over the three-year performance period.
The threshold amount for the performance period will be a retun on equity of 5.85% and a target amount of 6.32%. Participants
will be able to earn between 50% (for threshold performance) and 100% of the target amount for the performance shares but will
not earn additional shares if performance exceeds target performance. The cap on potential earnings was implemented in 2016 in
order to maintain the overall expense of the program at a certain level based upon our budget.



|Position   | Overall Target LTI Opportunity |           | 50% Performance Shares
|---------- | ------------------------------ | --------- | ----------------------
|50% TBRS   | Below Threshold                | Threshold | Target                
|CEO        | $60,000                        | $30,000   | $0                    
|Other NEOs | $30,000                        | $15,000   | $0                    



It is the policy and part of the Compensation
Committee’s charter that neither the Compensation Committee, nor any member of our management, shall backdate an equity grant
under our long-term incentive program or manipulate the timing of a public release of material information with the intent of benefiting
a grantee under an equity award. Accordingly, scheduling decisions concerning equity grants are made without regard to anticipated
earnings or major announcements. In furtherance of this policy the Compensation Committee, in order to ensure the integrity of
awards granted under its long-term incentive program, has designated the June Board meeting as the annual grant date for such awards.
Grants made outside of this annual grant date must be approved in writing by our Chief Executive Officer and must be presented
and approved at the subsequent Board meeting and will be deemed granted on the first business day following approval by our Board.



Clawback.Under the LTI and STI Plans, if the Board or an appropriate Board committee has determined that any fraud or intentional misconduct
by one or more executive officers caused, directly or indirectly, the Company to restate its financial statements, the Board or
committee may require reimbursement of any bonus or incentive compensation awarded to such officers and/or effect the cancellation
of awards. This policy operates in addition to





12







any (a) recoupment provisions contained in the terms of other compensation awards
or programs, and (b) recoupment requirements imposed under applicable laws.



Other Benefits



Benefit Restoration. We
have established our Benefit Restoration Plan in order to provide restorative payments of executives who are prevented from receiving
full benefits contemplated by our employee stock ownership plan’s benefit formula as well as the 401(k) plan’s benefit
formula. Such plan is used to retain and reward the executive officers for their demonstrated performance and leadership abilities.
The restorative payments consist of payments in lieu of shares and making contributions under the 401(k) plan that cannot be allocated
to participants due to legal limitations imposed on tax-qualified plans. Currently, only the Chief Executive Officer is a participant
in the plan. The Compensation Committee considers the remuneration received under this plan when annually determining the executives’
total compensation.



Benefits and Perquisites.
The Compensation Committee supports providing benefits and perquisites to the named executive officers that are substantially the
same as those offered to officers of comparative financial institutions which we believe are reasonable, competitive and consistent
with our overall compensation program. In addition, we may also make available to certain named executive officers the use of a
Company automobile, as was the case in 2015 for the Chief Executive Officer, the Executive Vice President, the Chief Financial
Officer and the General Counsel.



Employment Agreements and Change
of Control Agreements. The Compensation Committee believes that our continued success depends, to a significant degree,
on the skills and competence of certain senior officers. The employment agreements are intended to ensure that we continue to maintain
and retain experienced senior management.



We currently have employment agreements
with our Chief Executive Officer, Mr. Hagan, our Chief Financial Officer, Mr. Sagan, our Executive Vice President, Mr. Miles, and
our General Counsel, Mr. Ciejka, in order to retain such executives. The employment agreement of Messrs. Hagan, Ciejka, Miles and
Sagan, provide for an initial three-year term subject to separate one-year extensions as approved by the Board at the end of each
applicable fiscal year, with minimum annual salaries, discretionary long-term and short-term incentives and other fringe benefits.
The agreements also include protection for the executives if we experience a change in ownership or control. If such a change in
control occurs, a portion of the severance payments might constitute an “excess parachute payment” under current federal
tax laws. Messrs. Hagan, Ciejka, Miles and Sagan’s employment agreements do not provide for tax indemnity.



We have entered into one-year change
of control agreements with Mr. Gorman, our Senior Vice President – Credit Administration and Chief Credit Officer, and two
other senior officers. The purpose of these agreements are to prevent executives from leaving to pursue other employment out of
concern for the security of their jobs or being unable to concentrate on their duties and responsibilities. In order to enable
executives to focus on the best interests of the shareholders, we have offered these agreements to these selective senior officers.
The term of these agreements is perpetual until we give notice of non-extension, at which time the term is fixed for one year.
Generally, we may terminate the employment of any officer covered under these agreements, with or without cause, at any time prior
to a change of control without obligation for severance benefits. However, if we sign a merger or other business combination agreement,
or if a third party makes a tender offer or initiates a proxy contest, we cannot terminate an officer’s employment without
cause without liability for severance benefits. The severance benefits would generally be equal to the value of the cash compensation
and fringe benefits that the officer would have received if he or she had continued working for one additional year. We would pay
the same severance benefits if the officer resigns after a change of control following a loss of title, office or membership on
the Board, material reduction in duties, functions or responsibilities, involuntary relocation of his or her principal place of
employment to a location over 25 miles from our principal office on the day before the change of control and over 25 miles from
the officer’s principal residence or other material breach of contract which is not cured within 30 days.



These agreements also provide uninsured
death and disability benefits. If we experience a change in ownership, a change in effective ownership or control or a change in
the ownership of a substantial portion of our assets as contemplated by Section 280G of the Code a portion of any severance payments
under the change of





13







control agreements might constitute an “excess parachute payment” under current federal tax laws.
Any excess parachute payment would be subject to a federal excise tax payable by the officer and would be non-deductible by us
for federal income tax purposes. The change of control agreements do not provide a tax indemnity.



Compensation Committee Report(1)



The Compensation Committee has reviewed
and discussed the following “Compensation Discussion and Analysis” with management. Based upon such review, the related
discussions and such other matters deemed relevant and appropriate by the Compensation Committee, the Compensation Committee has
recommended to the Board that the “Compensation Discussion and Analysis” be included in this Amendment No. 1 to the
Annual Report on Form 10-K/A for the year-ended December 31, 2015.





| | Westfield Financial, Inc.  
| | ---------------------------
| | Compensation Committee     
| | Donna J. Damon, Chairperson
| | Laura Benoit               
| | Charles E. Sullivan        
| | Kevin M. Sweeney           










| | (1) | The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is
not to be incorporated by reference in any filing we make under the Securities Act or the Exchange Act, whether made before or
after the date hereof and irrespective of any general incorporation language in any such filing.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





14







EXECUTIVE AND DIRECTOR COMPENSATION



Summary Compensation Table



The following table sets forth information
regarding compensation awarded to or earned by our named executive officers for service during each of the last three completed
fiscal years, as applicable:



|                                                                                   |  |                        |  |                                 |  |                         |  |                                            |  |                                                                         |  |                              |  |                                
|---------------------------------------------------------------------------------- |  | ---------------------- |  | ------------------------------- |  | ----------------------- |  | ------------------------------------------ |  | ----------------------------------------------------------------------- |  | ---------------------------- |  | -------------------------------
|Name andPrincipalPositions                                                         |  | Year                   |  | Salary(1)($)                    |  | Bonus(1)($)             |  | Non EquityIncentive PlanCompensation(2)($) |  | Change inPension ValueandNonqualifiedDeferredCompensationEarnings(3)($) |  | All OtherCompensation(4)($)  |  | Total($)                       
|James C. Hagan
    President and Chief Executive Officer                           |  | 2015
    2014
    2013 |  | 390,930
    386,634
    361,470 |  | —
    22,339
    10,844 |  | 19,547
    —
    —                         |  | 59,450
    49,829
    41,293                                            |  | 40,945
    37,124
    35,498 |  | 510,872
    495,926
    449,105
|                                                                                   |  |                        |  |                                 |  |                         |  |                                            |  |                                                                         |  |                              |  |                                
|Leo R. Sagan, Jr.
    Senior Vice President, Chief Financial Officer and Treasurer |  | 2015
    2014
    2013 |  | 194,817
    194,529
    181,868 |  | —
    11,239
    5,456  |  | 9,132
    —
    —                          |  | 35,453
    34,709
    25,291                                            |  | 21,351
    19,522
    18,244 |  | 260,753
    259,999
    230,859
|                                                                                   |  |                        |  |                                 |  |                         |  |                                            |  |                                                                         |  |                              |  |                                
|Allen J. Miles, III
    Executive Vice President and Chief Lending Officer         |  | 2015
    2014
    2013 |  | 238,847
    240,809
    225,136 |  | —
    23,189
    6,754  |  | 11,197
    —
    —                         |  | 82,652
    31,634
    27,198                                            |  | 25,882
    23,775
    22,524 |  | 358,578
    319,407
    281,612
|                                                                                   |  |                        |  |                                 |  |                         |  |                                            |  |                                                                         |  |                              |  |                                
|Gerald P. Ciejka
    Senior Vice President and General Counsel                     |  | 2015
    2014
    2013 |  | 194,817
    194,529
    181,868 |  | —
    11,239
    5,456  |  | 9,132
    —
    —                          |  | 32,799
    29,072
    22,861                                            |  | 21,466
    19,622
    18,336 |  | 258,214
    254,462
    228,521
|                                                                                   |  |                        |  |                                 |  |                         |  |                                            |  |                                                                         |  |                              |  |                                
|Louis O. Gorman 
    Senior Vice President, Credit Administration                  |  | 2015
    2014
    2013 |  | 167,280
    167,033
    156,162 |  | —
    9,651
    4,685   |  | 7,842
    —
    —                          |  | 35,307
    31,428
    28,319                                            |  | 18,615
    17,291
    16,609 |  | 229,044
    225,403
    205,775










| | (1) | The figures shown for salary and bonus represent amounts earned for the fiscal year, whether or not actually paid during such
year. Bonuses for 2015 were paid in February of 2016 and the salaries paid in 2014 included one additional pay period.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Amounts shown in this column reflect cash awards under the short-term incentive plan, which were paid in February of the following
calendar year.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Amounts in this column represent the increase (if any) for each respective year in the present value of the individual’s
accrued benefit (whether not vested) under each tax-qualified and non-qualified actuarial or defined benefit plan calculated by
comparing the present value of each individual’s accrued benefit under each such plan in accordance with FASB ASC Topic 715,
Retirement Benefits, as of the plan’s measurement date in such year to the present value of the individual’s
accrued benefit as of the plan’s measurement date in the prior fiscal year.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





15







| | (4) | Amounts in this column are set forth in the table below and include life insurance premiums, 401(k) matching contributions,
ESOP contributions, dividends on unvested restricted stock and contributions under the Benefit Restoration Plan. The named executive
officers participate in certain group life, health, disability insurance and medical reimbursement plans, not disclosed in the
Summary Compensation Table, that are generally available to salaried employees and do not discriminate in scope, terms and operation.
In addition, we provide certain non-cash perquisites and personal benefits to each named executive officer that do not exceed $10,000
in the aggregate for any individual, and are not included in the reported figures.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                    |  | Life 
Insurance
Premiums
($) |  | 401(k) 
Matching
Contributions
($) |  | ESOP
Contributions
($) |  | Dividendson UnvestedRestrictedStock($) |  | Contributionsunder theBenefitRestorationPlan
($) |  | Total
($)
|------------------- |  | ---------------------------- |  | ---------------------------------- |  | ---------------------- |  | -------------------------------------- |  | ------------------------------------------------ |  | ---------
|James C. Hagan      |  | 1,786                        |  | 7,217                              |  | 18,853                 |  | —                                      |  | 13,089                                           |  | 40,945   
|Leo R. Sagan, Jr.   |  | 1,646                        |  | 5,845                              |  | 13,860                 |  | —                                      |  | —                                                |  | 21,351   
|Allen J. Miles, III |  | 1,724                        |  | 7,165                              |  | 16,993                 |  | —                                      |  | —                                                |  | 25,882   
|Gerald P. Ciejka    |  | 1,761                        |  | 5,845                              |  | 13,860                 |  | —                                      |  | —                                                |  | 21,466   
|Louis O. Gorman     |  | 1,695                        |  | 5,019                              |  | 11,901                 |  | —                                      |  | —                                                |  | 18,615   



Grants of Plan-Based Awards



The following table provides information
about plan-based awards to the NEOs under our short-term incentive plan during 2015.



|                    |            | Estimated Possible Payouts Under Non-Equity Incentive
Plan Awards (1)
|------------------- | ---------- | ---------------------------------------------------------------------
|Name                | Grant Date | Threshold ($)                                                        
|(a)                 | (b)        | (d)                                                                  
|James C. Hagan      | 08/26/2014 | 19,547                                                               
|Leo R. Sagan, Jr.   | 08/26/2014 | 7,305                                                                
|Allen J. Miles, III | 08/26/2014 | 8,957                                                                
|Gerald P. Ciejka    | 08/26/2014 | 7,305                                                                
|Louis O. Gorman     | 08/26/2014 | 6,273                                                                

| | (1) | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards are calculated in accordance with the terms of the 2015
                                                                                                        short-term incentive plan, a detailed description of which appears on pages 10 and 11.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Outstanding Equity Awards at Year-End



There were no outstanding stock awards or stock options
held by named executive officers as of December 31, 2015.



Option Exercises and Stock Vested



There were no stock awards that vested
and no stock option awards exercised by any named executive officers during the last fiscal year.





16







Pension Benefits



Pension Plan. Westfield
Bank maintains a pension plan for its eligible employees. Generally, employees of Westfield Bank begin participation in the pension
plan once they reach age 21 and complete 1,000 hours of service in a consecutive 12-month period. Participants in the pension plan
become vested in their accrued benefit under the pension plan upon the earlier of: (1) the attainment of their “normal retirement
age” (as described in the pension plan) while employed at Westfield Bank; (2) the completion of five vesting years of service
with Westfield Bank; or (3) the death or disability of the participant. Participants are generally credited with a vesting year
of service for each year in which they complete at least 1,000 hours of service. A participant’s normal benefit under the
pension plan equals the sum of (i) 1.25% of the participant’s average compensation (generally defined as the average taxable
compensation for the three consecutive limitation years that produce the highest average) by the number of years of service the
participant has under the plan up to 25 years of service, plus (ii) 0.6% of the excess of the participant’s average compensation
over the participant’s covered compensation (the social security taxable wage base for the 35 years ending in the year the
participant becomes eligible for non-reduced social security benefits) for each year of service under the plan up to 25 years of
service. Participants may retire at or after age 65 and receive their full benefit under the plan. Participants may also retire
early at age 62 or at age 55 with ten years of service or at age 50 with 15 years of service under the plan and receive a reduced
retirement benefit. Pension benefits are payable in equal monthly installments for life, or for married persons, as a joint survivor
annuity over the lives of the participant and spouse. Participants may also elect a lump sum payment with the consent of their
spouse. If a participant dies while employed by Westfield Bank, a death benefit will be payable to either his or her spouse or
estate, or named beneficiary, equal to the entire amount of the participant’s accrued benefit in the plan.



The following table sets forth information
regarding pension benefits accrued by the named executive officers during the last fiscal year.





|Pension
    Benefits Table
|--------------------------
|Name                      
|James C. Hagan            
|Leo R. Sagan, Jr.         
|Allen J. Miles, III       
|Gerald P. Ciejka          
|Louis O. Gorman           







|
|
|



Nonqualified Deferred Compensation



Benefit Restoration Plan.
We have also established the Benefit Restoration Plan in order to provide restorative payments to executives who are prevented
from receiving the full benefits contemplated by the employee stock ownership plan’s benefit formula as well as the 401(k)
plan’s benefit formula. The restorative payments consist of payments in lieu of shares that cannot be allocated to participants
under the employee stock ownership plan due to the legal limitations imposed on tax-qualified plans and, in the case of participants
who retire before the repayment in full of the employee stock ownership plan’s loans, payments in lieu of the shares that
would have been allocated if employment had continued through the full term of the loans. The restorative payments also consist
of amounts unable to be provided under the 401(k) plan due to certain legal limitations imposed on tax-qualified plans.



17







The following table sets forth information
regarding nonqualified deferred compensation earned by our named executive officers during the last fiscal year under the Benefit
Restoration Plan.





|Name           |  | Executive
        Contributions
        in
        Last FY
        ($) |  | RegistrantContributions
        in
        Last FY(1)
        ($) |  | Aggregate
        Earningsin
        Last
        FY(2)
        ($) |  | AggregateWithdrawals/Distributions($) |  | AggregateBalance
        at
        Last FYE
        ($)
|-------------- |  | ---------------------------------------------------------------------- |  | ----------------------------------------------------------------- |  | ------------------------------------------------------------------- |  | ------------------------------------- |  | --------------------------------------------------------
|James C. Hagan |  | —                                                                      |  | 13,089                                                            |  | —                                                                   |  | —                                     |  | 79,058                                                  





|
|
|

| | (2) | Earnings did not accrue at above-market or preferential rates and are not reflected in the Summary Compensation Table.
| | --- | ----------------------------------------------------------------------------------------------------------------------



Termination and Change in Control Benefits



As discussed under “Compensation
Discussion and Analysis - Employment Agreements and Change in Control Agreements”
above, as of December 31, 2015, we had employment agreements with Messrs. Hagan, Sagan, Miles and Ciejka and a change in control
agreement with Mr. Gorman and two other senior officers of the Company. We have summarized and quantified the estimated payments
under the agreements with the named executive officers, assuming a termination event occurred on December 31, 2015, below.





|                                                                                        | James
    C.Hagan($) |  | Leo
    R.Sagan, Jr.($) |  | Allen
    J.Miles, III($) |  | Gerald
    P.Ciejka($) |  | Louis
    O.Gorman($)
|--------------------------------------------------------------------------------------- | -------------------- |  | ----------------------- |  | ------------------------- |  | ---------------------- |  | ---------------------
|Retirement(1)                                                                           | —                    |  | —                       |  | —                         |  | —                      |  | —                    
|                                                                                        |                      |  |                         |  |                           |  |                        |  |                      
|Disability                                                                              |                      |  |                         |  |                           |  |                        |  |                      
|Salary
    Continuation(2)                                                              | 192,787              |  | 96,074                  |  | 117,787                   |  | 96,074                 |  | —                    
|                                                                                        |                      |  |                         |  |                           |  |                        |  |                      
|Discharge
    Without Cause or Resignation With Good Reason – No Change in Control      |                      |  |                         |  |                           |  |                        |  |                      
|Lump
    Sum Cash Payment(3)                                                            | 1,418,386            |  | 724,199                 |  | 1,004,125                 |  | 716,325                |  | —                    
|Health
    Insurance(4)                                                                 | 41,306               |  | 39,751                  |  | 40,144                    |  | 39,635                 |  | —                    
|                                                                                        |                      |  |                         |  |                           |  |                        |  |                      
|Discharge
    Without Cause or Resignation With Good Reason – Change in Control–Related |                      |  |                         |  |                           |  |                        |  |                      
|Lump
    Sum Cash Payment(3)                                                            | 1,418,386            |  | 724,199                 |  | 1,004,125                 |  | 716,325                |  | 174,593              
|Health
    Insurance(4)                                                                 | 41,306               |  | 39,751                  |  | 40,144                    |  | 39,635                 |  | 13,244               
|Increased
    ESOP Benefit(5)                                                           | —                    |  | —                       |  | —                         |  | —                      |  | —                    
|                                                                                        |                      |  |                         |  |                           |  |                        |  |                      
|Change
    in Control – No Termination of Employment                                    |                      |  |                         |  |                           |  |                        |  |                      
|Increased
    ESOP Benefit(5)                                                           | —                    |  | —                       |  | —                         |  | —                      |  | —                    





|
|
|



| | (2) | The employment agreements in effect for Messrs. Hagan, Sagan, Miles and Ciejka provide for salary continuation payments following
termination due to disability for the remaining contract term or until group long-term disability benefits begin. The figures shown
assume payment of full salary for 180 days, equal to the waiting period for benefits under our group long-term disability program,
without discount for present value.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | The employment agreements in effect for Messrs. Hagan, Sagan, Miles and Ciejka provide for a lump sum cash payment equal to
the present value of the salary payments, estimated cash incentives (based on the
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



18







prior three-years’ cash incentives, as
a percentage of salary), and additional qualified and non-qualified defined benefit and defined contribution plan benefits that
would be earned during the remaining contract term. The figure shown reflects an assumed remaining contract term of three years
and a discount rate of 0.56%. Similarly, individuals with change of control contracts are paid lump sum cash severance equal to
salary and bonus that would be payable for a one year period.



| | (4) | The employment agreements in effect for Messrs. Hagan, Sagan, Miles and Ciejka provide for continued health, life and other
insurance benefits for the remaining contract term, with an offset for benefits provided by a subsequent employer. The change of
control agreements with Mr. Gorman and other officers also provide continued health, life and other insurance benefits for a maximum
period of one year. The figure shown represents the present value of continued insurance benefits for a fixed period of three years
for Messrs. Hagan, Sagan, Miles and Ciejka and for one year for Mr. Gorman and assumes no offset for benefits provided by a subsequent
employer, calculated on the basis of the assumptions used by us in measuring our liability for retiree benefits other than pensions
for financial statement purposes under FASB ASC Topic 715.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Our tax-qualified employee stock ownership plan provides that, in the event of a change in control, a portion of the proceeds
from the sale of shares of our common stock held in a suspense account for future allocation to employees would be applied to repay
the outstanding balance on the loan used to purchase the unallocated shares. Any remaining unallocated shares (or the proceeds
from their sale) would be distributed on a pro-rata basis among the accounts of plan participants. The figures shown reflect the
value of such allocation, if any.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Director Compensation



Review.In 2014, the Company
engaged Pearl Meyer to review the Board of Director’s compensation program and the results of the study found that although
the monthly board fees were comparable to the peers, certain committee fees and fees for the chairperson were not comparable to
peer institutions. Recommendations made in the study were implemented in 2015.



Meeting Fees. Directors’
compensation is recommended to the Board by the Compensation Committee after consultation with our outside compensation consultant
who reviews compensation of directors at similar peer institutions. In developing its recommendations, the Compensation Committee
considers whether such directors are fairly paid for the work required in a company of our size and scope and whether such compensation
aligns the directors’ interest with the interests of the shareholders.



Our practice has been to pay a fee of
$1,000 to each of our non-employee directors for attendance at each Board meeting. In addition, each member of the Executive Committee
received $1,733 per month for meetings, each member of the Audit Committee received $700 for each meeting the member attended,
each member of the Compensation Committee received $500 for each meeting the member attended, each member of the Finance and Risk
Management Committee received $500 for each meeting the member attended, and each member of the Nominating Committee received $500
for each meeting the member attended. We paid fees totaling $264,000 to our non-employee directors for the year ended December
31, 2015. The Chairman of our Board of directors, Mr. Williams, receives annual a retainer fee of $10,000 for his services as Chairman.



Chairperson Fees. Beginning
in 2015, chairpersons of the various Board Committees received a retainer fee based on recommendations made to the Compensation
Committee by the Committee’s executive compensation consultant. The annual retainer fees are as follows: 1) The Audit Committee
chairperson received $5,000; 2) The Compensation Committee chairperson received $4,000; 3) The Finance and Risk Management Committee
chairperson received $3,500; and 4) The Nominating and Corporate Governance Committee chairperson received $3,000. One-half of
the retainer is payable to the chairperson in January with the other half being payable in July of the same calendar year.



Directors’ Deferred Compensation
Plan. We have established the Westfield Bank Directors’ Deferred Compensation Plan for the benefit of non-employee
directors. Under the Deferred Compensation Plan, each non-employee director may make an annual election to defer receipt of all
or a portion of his or her director fees. The





19







deferred amounts are allocated to a deferral account and credited with interest at
an annual rate equal to the rate on the highest yielding certificate of deposit issued by us during the year or according to the
investment return of other assets as may be selected by the Compensation Committee. The Deferred Compensation Plan is an unfunded,
non-qualified plan that provides for distribution of the amounts deferred to participants or their designated beneficiaries upon
the occurrence of certain events such as death, retirement, disability or a change in control (as those terms are defined in the
Deferred Compensation Plan).



The following table sets forth information
concerning compensation accrued or paid to our non-employee directors during the year ended December 31, 2015, for their service
on our Board. Directors who are also our employees receive no additional compensation for their service as directors and are not
set forth in the table below.





|Name                 |  | Fees
Earned or Paidin Cash(1)($) |  | Stock
    Awards(2)(3)($) |  | Total
 ($)
|-------------------- |  | -------------------------------- |  | ------------------------- |  | ----------
|Laura Benoit         |  | 18,400                           |  | 100,520                   |  | 118,920   
|David C. Colton, Jr. |  | 14,183                           |  | —                         |  | 14,183    
|Donna J. Damon       |  | 22,500                           |  | —                         |  | 22,500    
|Lisa G. McMahon      |  | 18,250                           |  | 100,520                   |  | 118,770   
|Steven G. Richter    |  | 18,500                           |  | —                         |  | 18,500    
|Philip R. Smith      |  | 20,500                           |  | —                         |  | 20,500    
|Charles E. Sullivan  |  | 47,800                           |  | —                         |  | 47,800    
|Kevin M. Sweeney     |  | 24,000                           |  | 73,810                    |  | 97,810    
|Christos A. Tapases  |  | 32,067                           |  | 73,810                    |  | 105,877   
|Donald A. Williams   |  | 47,800                           |  | —                         |  | 47,800    







|
|
|



| | (2) | The amounts in this column represent the aggregate grant date fair value computed in accordance with Financial Accounting Standards
Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The grant date fair value of the restricted
shares awarded to Directors Benoit, McMahon, Sweeney and Tapases in 2015 was $7.18 per share.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | The following unvested shares of restricted stock and options were outstanding as of December 31, 2015:
| | --- | -------------------------------------------------------------------------------------------------------





|Name                |  | UnvestedStock Awards
|------------------- |  | --------------------
|Laura Benoit        |  | 14,000              
|Donna J. Damon      |  | 2,800               
|Lisa G. McMahon     |  | 14,000              
|Steven G. Richter   |  | 2,800               
|Kevin M. Sweeney    |  | 10,280              
|Christos A. Tapases |  | 10,280              





Compensation Committee Interlocks.
None of the members of our Compensation Committee has ever been an officer or employee of ours. None of our executive officers
served as a member of another entity’s board of directors or as a member of another entity’s compensation committee
(or other board committee performing equivalent functions) during 2015, which entity had an executive officer serving on our Board
or as a member of our Compensation Committee. There are no interlocking relationships between us and other entities that might
affect the determination of the compensation of our executive officers.



20







Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters.



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



Under SEC rules, beneficial ownership
includes any shares of common stock which a person has sole or shared voting power or investment power and any shares of common
stock which the person has the right to acquire within 60 days through the exercise of any option, warrant or right, through conversion
of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account
or similar arrangement. Percentage of beneficial ownership is calculated based on 18,267,747 shares of our common stock outstanding
as of March 24, 2016.



In calculating the number of shares beneficially
owned and the ownership percentage, shares of common stock subject to options held by that person that are currently exercisable
or become exercisable within 60 days after March 24, 2016 are deemed outstanding even if they have not actually been exercised.
The shares issuable under these securities are treated as outstanding for computing the percentage ownership of the person holding
these securities but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.



Principal Shareholders



The following table contains common stock
ownership information for persons known to us to beneficially own more than 5% of our common stock as of March 24, 2016.





|Name and Address of
Beneficial
Owner                                                                                |  | Amount and Nature of
Beneficial Ownership |  | Percent
|------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------- |  | -------
|Employee Stock Ownership Plan Trust of Westfield Financial, Inc.
        141 Elm Street
        Westfield, MA 01085 |  | 1,817,268(1)                              |  | 9.9%   
|                                                                                                                    |  |                                           |  |        
|EJF Capital LLC
        2107 Wilson Boulevard
        Suite 410
        Arlington, VA 22201                         |  | 1,584,767(2)                              |  | 8.7%   
|                                                                                                                    |  |                                           |  |        
|Dimensional Fund Advisors LP
        Building One
        6300 Bee Cave Road
        Austin, Texas 78746            |  | 1,539,122(3)                              |  | 8.4%   
|                                                                                                                    |  |                                           |  |        
|Blackrock, Inc.
        55 East 52nd Street
        New York, NY 10055                                              |  | 998,768(4)                                |  | 5.5%   
|                                                                                                                    |  |                                           |  |        
|Renaissance Technologies LLC
        800 Third Avenue
        New York, NY 10022                                    |  | 957,227(5)                                |  | 5.2%   





|
|
|



21









over all allocated shares held in the ESOP with participating employees and their beneficiaries.
Participating employees and their beneficiaries have the right to determine whether shares allocated to their respective accounts
will be tendered in response to a tender offer but otherwise have no dispositive power. Any unallocated shares are generally required
to be tendered by the plan trustee in the same proportion as the shares which have been allocated to the participants are directed
to be tendered. In limited circumstances, ERISA may confer upon the plan trustee the power and duty to control the voting and
tendering of shares allocated to the accounts of participating employees and beneficiaries who fail to exercise their voting and/or
tender rights. The ESOP disclaims voting power with respect to such allocated shares.



| | (2) | All information is based on a Schedule 13G filed with the SEC on February 12, 2016 by EJF Capital LLC and its affiliates. As
of December 31, 2015, EJF Capital LLC was the beneficial owner of and had shared voting and dispositive power over 1,584,767 shares.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | All information is based on a Schedule 13G/A filed with the SEC on February 9, 2016 by Dimensional Fund Advisors LP and its
affiliates. As of December 31, 2015, Dimensional Fund Advisors LP was the beneficial owner of and had sole dispositive power over
1,539,122 shares and sole voting power over 1,471,494 shares.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                            

| | (4) | All information is based on a Schedule 13G/A filed with the SEC on February 2, 2016 by Blackrock, Inc. and its affiliates.
As of December 31, 2015, Blackrock, Inc. was the beneficial owner of and had sole dispositive power and sole voting power over
995,310 shares.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                          

| | (5) | All information is based on a Schedule 13G filed with the SEC on February 11, 2016 by Renaissance Technologies LLC and its
affiliates. As of December 31, 2015, Renaissance Technologies LLC was the beneficial owner of 957,227 shares and had sole voting
and dispositive power over 927,827 shares and shared dispositive power over 29,400 shares.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Security Ownership of Management



The following table sets forth certain
information regarding the beneficial ownership of our common stock as of March 24, 2016, by: (i) each director; (ii) each named
executive officer; and (iii) all our directors and executive officers as a group. Except as otherwise indicated, each person and
each group shown in the table has sole voting and investment power with respect to the shares of common stock listed next to his
or her name.



|Name of Beneficial
Owner                                         |  | Position with the Company                                       |  | Amount
                                         and 
Nature of
                                         Beneficial 
Ownership |  | Percent of
    Common Stock
    Outstanding(1)
|---------------------------------------------------------------- |  | --------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------
|James C. Hagan(2)                                                |  | President and Chief Executive Officer                           |  | 159,218                                                                                                                       |  | *                                             
|                                                                 |  |                                                                 |  |                                                                                                                               |  |                                               
|Donald A. Williams(3)                                            |  | Chairman of the Board                                           |  | 217,513                                                                                                                       |  | 1.2%                                          
|                                                                 |  |                                                                 |  |                                                                                                                               |  |                                               
|Allen J. Miles, III(4)                                           |  | Executive Vice President and Chief Lending Officer              |  | 36,548                                                                                                                        |  | *                                             
|                                                                 |  |                                                                 |  |                                                                                                                               |  |                                               
|Leo R. Sagan, Jr.(5)                                             |  | Senior Vice President – Chief Financial Officer and Treasurer   |  | 64,311                                                                                                                        |  | *                                             
|                                                                 |  |                                                                 |  |                                                                                                                               |  |                                               
|Gerald P. Ciejka(6)                                              |  | Vice President and General Counsel                              |  | 34,797                                                                                                                        |  | *                                             
|                                                                 |  |                                                                 |  |                                                                                                                               |  |                                               
|Louis O. Gorman(7)                                               |  | Vice President – Credit Administration and Chief Credit Officer |  | 27,583                                                                                                                        |  | *                                             
|                                                                 |  |                                                                 |  |                                                                                                                               |  |                                               
|Laura Benoit(8)                                                  |  | Director                                                        |  | 14,500                                                                                                                        |  | *                                             
|                                                                 |  |                                                                 |  |                                                                                                                               |  |                                               
|David C. Colton, Jr.(9)                                          |  | Director (retired)                                              |  | 30,070                                                                                                                        |  | *                                             
|                                                                 |  |                                                                 |  |                                                                                                                               |  |                                               
|Donna J. Damon(10)                                               |  | Director                                                        |  | 14,000                                                                                                                        |  | *                                             
|                                                                 |  |                                                                 |  |                                                                                                                               |  |                                               
|Lisa G. McMahon(11)                                              |  | Director                                                        |  | 14,000                                                                                                                        |  | *                                             
|                                                                 |  |                                                                 |  |                                                                                                                               |  |                                               
|Steven G. Richter(12)                                            |  | Director                                                        |  | 21,700                                                                                                                        |  | *                                             
|                                                                 |  |                                                                 |  |                                                                                                                               |  |                                               
|Christos A. Tapases(13)                                          |  | Director                                                        |  | 14,500                                                                                                                        |  | *                                             
|                                                                 |  |                                                                 |  |                                                                                                                               |  |                                               
|Philip R. Smith(14)                                              |  | Director                                                        |  | 11,751                                                                                                                        |  | *                                             
|                                                                 |  |                                                                 |  |                                                                                                                               |  |                                               
|Charles E. Sullivan(15)                                          |  | Director                                                        |  | 101,233                                                                                                                       |  | *                                             
|                                                                 |  |                                                                 |  |                                                                                                                               |  |                                               
|Kevin M. Sweeney(16)                                             |  | Director                                                        |  | 14,000                                                                                                                        |  | *                                             
|                                                                 |  |                                                                 |  |                                                                                                                               |  |                                               
|All Executive Officers and Directors as a Group (19 Persons)(17) |  | 839,235                                                         |  | 4.6%                                                                                                                         





22












* Less than 1% of the total outstanding shares of common
stock.



| | (1) | Based on a total of 18,267,747 shares of our common stock outstanding as of March 24, 2016.
| | --- | -------------------------------------------------------------------------------------------



| | (2) | Consists of: a) 118,914 shares as to which Mr. Hagan has sole voting and investment power; b) 33,477 shares held by the ESOP
for his account as to which he has shared voting; and c) 6,827 shares held by our 401(k) Plan which he has shared voting and sole
investment powers.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Consists of: a) 14,000 shares as to which Mr. Williams has sole voting and investment power; b) 125,204 shares held by the
Karen F. Williams 2004 Family Trust which has no voting or investment powers; and c) 78,309 shares held by our 401(k) Plan which
he has shared voting and sole investment powers.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Consists of: a) 11,943 shares as to which Mr. Miles has sole voting and investment power; b) 22,271 shares held by the ESOP
for his account as to which he has shared voting; and c) 2,334 shares held by our 401(k) Plan which he has shared voting and sole
investment powers.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Consists of: a) 40,044 shares as to which Mr. Sagan has sole voting and investment power; b) 20,331 shares held by the ESOP
for his account as to which he has shared voting; and c) 3,936 shares held by our 401(k) Plan which he has shared voting and sole
investment powers.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Consists of: a) 10,498 shares as to which Mr. Ciejka has sole voting and investment power; b) 17,711 shares held by the ESOP
for his account as to which he has shared voting; c) 3,307 shares held by our 401(k) Plan which he has shared voting and sole investment
powers; and d) 3,281 shares held by an IRA for the benefit of Mr. Ciejka which he has sole voting and investment powers.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | Consists of: a) 6,146 shares as to which Mr. Gorman has sole voting and investment power; b) 19,466 shares held by the ESOP
for his account as to which he has shared voting; and c) 1,971 shares held by our 401(k) Plan which he has shared voting and sole
investment powers.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (8) | Consists of: a) 11,200 unvested shares of restricted stock as to which Ms. Benoit has sole voting power; and b) 3,300 shares
as to which Ms. Benoit has sole voting and investment power.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (9) | Consists of: a) 14,661shares as to which Mr. Colton has sole voting and investment power; b) 1,640 shares as to which he has
shared voting and investment powers with his spouse; c) 8,071 held in an IRA for Mr. Colton’s benefit which he has sole voting
and investment powers; and d) 5,698 shares held in an IRA for his spouse which he has no voting or investment powers.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (10) | Consists of: a) 11,200 shares as to which Ms. Damon has sole voting and investment power; and b) 2,800 unvested shares of restricted
stock as to which she has sole voting power.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (11) | Consists of: a) 2,800 unvested shares of restricted stock as to which Ms. McMahon has sole voting power; and b) 11,200 unvested
shares of restricted stock as to which she has sole voting power.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (12) | Consists of: a) 18,900 shares as to which Mr. Richter has sole voting and investment power; and b) 2,800 unvested shares of
restricted stock as to which he has sole voting power.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (13) | Consists of: a) 500 shares owned by Mr. Tapases’ spouse for which he has no voting or investment powers; b) 6,520 shares
as to which Mr. Tapases has sole voting and investment power; and c) 7,480 unvested shares of restricted stock as to which he has
sole voting power.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (14) | Consists of: a) 11,751 shares held in an IRA for Mr. Smith’s benefit which he has sole voting and investment power.
| | ---- | -------------------------------------------------------------------------------------------------------------------



| | (15) | Consists of: a) 87,389 shares as to which Mr. Sullivan has sole voting and investment power; and b) 13,844 shares held in an
IRA for Mr. Sullivan’s benefit which he has sole voting and investment powers.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (16) | Consists of: a) 6,520 shares as to which Mr. Sweeney has sole voting and investment power; and b) 7,480 unvested shares of
restricted stock as to which he has sole voting power.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (17) | The figures shown for each of the executive officers named in the table do not include 963,863 shares held in trust pursuant
to the ESOP that have not been allocated as of March 24, 2016 to any individual’s account.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





23







| |  | 
| |  | 



SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION
PLANS



The following table sets forth the aggregate
information of our equity compensation plans in effect as of December 31, 2015.



|Plan Category                                          |  | Number of securitiesto be issued uponexercise ofoutstanding options,warrants and rights |  | Weighted-averageexercise price ofoutstanding options,warrants and rights($) |  | Number of securitiesremaining available for
 future issuance under 
equity compensation 
plans(excluding securitiesreflected in column (a))
|------------------------------------------------------ |  | --------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------
|                                                       |  | (a)                                                                                     |  | (b)                                                                         |  | (c)                                                                                                                                        
|Equity compensation plans approved by shareholders     |  | 54,160                                                                                  |  | —                                                                           |  | 467,440                                                                                                                                    
|                                                       |  |                                                                                         |  |                                                                             |  |                                                                                                                                            
|Equity compensation plans not approved by shareholders |  | —                                                                                       |  | —                                                                           |  | —                                                                                                                                          
|                                                       |  |                                                                                         |  |                                                                             |  |                                                                                                                                            
|Total                                                  |  | 54,160                                                                                  |  | —                                                                           |  | 467,440                                                                                                                                    



Item 13. Certain Relationships
and Related Transactions, and Director Independence.



Related-Person Transactions Policy and Procedures



The Audit Committee is responsible for
reviewing and approving all related-party transactions. Except for the specific transactions described below no director, executive
officer or beneficial owner of more than 5% of our outstanding voting securities (or any member of their immediate families) engaged
in any transaction (other than such transaction as described) with us during 2015, or proposes to engage in any transaction with
us, in which the amount involved exceeds $120,000.



Transactions with Certain Related Persons



We make loans to our executive officers,
employees and directors. These loans are made in the ordinary course of business and on the same terms and conditions as those
of comparable transactions with the general public prevailing at the time, in accordance with our underwriting guidelines, and
do not involve more than the normal risk of collectability or present other unfavorable features. Certain of these loans also require
prior approval by the Board. This pre-approval requirement is triggered when the proposed loan, when aggregated with all outstanding
loans to the executive officer or director, will exceed the greater of $25,000 or 5% of Westfield Bank’s unimpaired capital
and unimpaired surplus. If the potential borrower is a director, he or she may not participate in the vote or attempt to influence
the directors. Management and the Board periodically review all loans to executive officers, employees and directors. At March
24 2016, loans to non-employee directors and their associates totaled $3.2 million.



We have also entered into a lease agreement
with Mr. Smith beginning in April, 2015 at prevailing market rates for commercial space located adjacent to the Company’s
headquarters at 9-13 Chapel Street, Westfield,



24







Massachusetts. The annual lease payments under such lease is $27,500 and the aggregate
amount of the lease payments over the remaining term of this lease agreement is approximately $110,000, subject to increases based
on yearly changes to the US Consumer Price Index. This lease has a termination date of March 31, 2020.



Compensation arrangements for our named
executive officers and directors are described above under the section entitled “Executive and Director Compensation.”



Board of Directors Independence



Rule 5605 of the NASDAQ Listing Rules
requires that independent directors compose a majority of a listed company’s board of directors. In addition, the NASDAQ
Listing Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating
and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth
in Rule 10A-3 under the Exchange Act. Under Rule 5605(a)(2) of the NASDAQ Listing Rules, a director will only qualify as an “independent
director” if, in the opinion of our Board, that person does not have a relationship that would interfere with the exercise
of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes
of Rule 10A-3 under the Exchange Act, a member of an audit committee of a listed company may not, other than in his or her capacity
as a member of the audit committee, the board of directors or any other board committee: (i) accept, directly or indirectly, any
consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries; or (ii) be an affiliated person
of the listed company or any of its subsidiaries. In addition to satisfying general independence requirements under the NASDAQ
Listing Rules, members of a compensation committee must also satisfy independence requirements set forth in Rule 10C-1 under the
Exchange Act and NASDAQ Listing Rule 5605(d)(2). Pursuant to Rule 10C-1 under the Exchange Act and NASDAQ Listing Rule 5605(d)(2),
in affirmatively determining the independence of a member of a compensation committee of a listed company, the board of directors
must consider all factors specifically relevant to determining whether that member has a relationship with the company which is
material to that member’s ability to be independent from management in connection with the duties of a compensation committee
member, including: (a) the source of compensation of such member, including any consulting, advisory or other compensatory fee
paid by the company to such member; and (b) whether such member is affiliated with the company, a subsidiary of the company or
an affiliate of a subsidiary of the company.



The Board consults with our legal counsel
to ensure that their determinations are consistent with relevant securities and other laws and regulations regarding the definition
of “independent,” including those set forth in pertinent NASDAQ Listing Rules, as in effect from time to time.



Consistent with these considerations,
the Board has affirmatively determined that all of its directors, including the director nominees, satisfy general independence
requirements under the NASDAQ Listing Rules, other than Mr. Hagan. In making this determination, the Board found that none of the
directors, other than Mr. Hagan, had a material or other disqualifying relationship with us that would interfere with the exercise
of independent judgment in carrying out the responsibilities of a director, and that each director, other thanMr. Hagan,
is “independent” as that term is defined under Rule 5605(a)(2) of the NASDAQ Listing Rules. The Board determined that
Mr. Hagan, our President and Chief Executive Officer, is not an independent director by virtue of his current employment with us.
The Board also determined that each member of the Audit, Nominating and Corporate Governance and Compensation Committees satisfies
the independence standards for such committees established by the SEC and the NASDAQ Listing Rules, as applicable.



25







Item 14. Principal Accounting Fees and Services.



Independent Registered Public Accounting Firm Fees and
Services



During the fiscal years ended December
31, 2015 and 2014, respectively, we retained and paid Wolf & Company, P.C. to provide audit and other services as follows:



|                      |  | 2015 |         |  | 2014 |  
|--------------------- |  | ---- | ------- |  | ---- | -
|Audit Fees(1)         |  | $    | 285,600 |  |      | $
|Audit-Related Fees(2) |  |      | 48,200  |  |      |  
|Tax Fees(3)           |  |      | 43,000  |  |      |  
|All Other Fees(4)     |  |      | 49,600  |  |      |  
|Total                 |  | $    | 426,400 |  |      | $








| | (1) | Audit fees consisted of audit work performed in the preparation of financial statements as well as work generally only the
independent auditors can reasonably be expected to provide, such as statutory audits.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Audit-related fees consisted of audit work performed in the area of benefit plans.
| | --- | ----------------------------------------------------------------------------------



| | (3) | Tax fees consisted of assistance with matters related to tax compliance and counseling.
| | --- | ---------------------------------------------------------------------------------------



| | (4) | Other fees consisted of consulting services performed in the area of risk management.
| | --- | -------------------------------------------------------------------------------------



Pre-approval of Services. The Audit Committee
shall pre-approve all auditing services and permitted non-audit services (including the fees and terms) to be performed for us
by our independent registered public accounting firm, subject to thede minimis exception for non-audit services described
below which are approved by the Audit Committee prior to completion of the audit.



The pre-approval requirement set forth
above shall not be applicable with respect to non-audit services if:



| | (1) | the aggregate amount of all such services provided constitutes no more than 5% of the total amount of revenues paid by us to
our auditor during the fiscal year in which the services are provided;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                    



| | (2) | such services were not recognized by us at the time of the engagement to be non-audit services; and
| | --- | ---------------------------------------------------------------------------------------------------
| |     |                                                                                                    



| | (3) | such services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit
by the Audit Committee or by one or more members of the Audit Committee who are members of the Board to whom authority to grant
such approvals has been delegated by the Audit Committee.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Delegation. The Audit Committee
may delegate to one or more designated members of the Audit Committee the authority to grant required pre-approvals. The decisions
of any member to whom authority is delegated under this paragraph to pre-approve activities under this subsection shall be presented
to the full Audit Committee at its next scheduled meeting.



The Audit Committee pre-approved 100%
of the services performed by the independent registered public accounting firm pursuant to the policies outlined above.



PART IV



Item 15. Exhibits, Financial Statement Schedules.



| | (a) (3) | Exhibits. The
exhibit list required by this item is incorporated by reference to the accompanying Exhibit Index filed as part of this report.
| | ------- | ---------------------------------------------------------------------------------------------------------------------------------------------



26







SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.



WESTFIELD FINANCIAL, INC.



|Date: | April 29, 2016 |                                            | By: | /s/ James C. Hagan   | 
|----- | -------------- | ------------------------------------------ | --- | -------------------- | 
|      |                | James C. Hagan, President                  |    
|      |                | and Chief Executive Officer                |    
|      |                | (Principal Executive Officer)              |    
|      |                |                                            |    
|Date: | April 29, 2016 |                                            | By: | /s/ Leo R. Sagan, Jr | 
|      |                | Leo R. Sagan, Jr., Treasurer               |    
|      |                | and Chief Financial Officer                |    
|      |                | (Principal Financial & Accounting Officer) |    



Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.



|Name               |  | Title                         |  | Date          
|------------------ |  | ----------------------------- |  | --------------
|                   |  |                               |  |               
|*                  |  | Director                      |  |               
|Laura Benoit       |  |                               |  |               
|                   |  |                               |  |               
|*                  |  | Director                      |  |               
|Donna J. Damon     |  | President                     |  |               
|                   |  | Chief Executive Officer       |  |               
|/s/ James C. Hagan |  | Director                      |  | April 29, 2016
|James C. Hagan     |  | (Principal Executive Officer) |  |               
|                   |  |                               |  |               
|*                  |  | Director                      |  |               
|Lisa G. McMahon    |  |                               |  |               
|                   |  |                               |  |               
|*                  |  | Director                      |  |               
|Steven G. Richter  |  |                               |  |               
|                   |  |                               |  |               
|*                  |  | Director                      |  |               
|Philip R Smith     |  |                               |  |               



27







|                    |  |          |  | 
|------------------- |  | -------- |  | 
|*                   |  | Director |  | 
|Charles E. Sullivan |  |          |  | 
|                    |  |          |  | 
|*                   |  | Director |  | 
|Kevin M. Sweeney    |  |          |  | 
|                    |  |          |  | 
|*                   |  | Director |  | 
|Christos A. Tapases |  |          |  | 
|                    |  | Chairman |  | 
|*                   |  | Director |  | 
|Donald A. Williams  |  |          |  | 
|                    |  |          |  | 



|* /s/ James C. Hagan |  | April 29, 2016
|-------------------- |  | --------------
|James C. Hagan       |  |               

Attorney-In-Fact



28







INDEX TO EXHIBITS



|Exhibit |  |                                                                                                       
|------- |  | ------------------------------------------------------------------------------------------------------
|Number  |  | Description of Exhibit                                                                                
|        |  |                                                                                                       
|(31.1)  |  | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|        |  |                                                                                                       
|(31.2)  |  | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|        |  |                                                                                                       
|(32.1)  |  | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350                       
|        |  |                                                                                                       
|(32.2)  |  | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350                       



29