DEF 14A of Waterstone Financial, Inc.
Filed Apr 10, 2025 · FY20240001437749-25-011612
PROPOSAL 1 – THE ELECTION OF DIRECTORS
PROPOSAL 1 – THE ELECTION OF DIRECTORS Effective upon completion of the annual meeting, Waterstone Financial’s board of directors will consist of six members. Our bylaws provide that approximately one-third of the directors are to be elected annually. Directors of Waterstone Financial are generally elected to serve for a three-year period and until their respective successors have been duly elected and qualified. Director Ellen Bartel, whose term expires at the annual meeting, is being nominated for re-election as director, for a term expiring at the 2028 annual meeting of shareholders. Shares represented by proxies will be voted FOR the election of the nominee unless otherwise specified by the executing shareholder. If a nominee declines or is unable to act as a director, proxies may be voted with discretionary authority for a substitute nominee designated by the board. Except as indicated herein, there are no arrangements or understandings between any nominee and any other person pursuant to which such nominee was selected. The following details include for our nominee and directors: their age as of December 31, 2024; the year in which they first became a director of WaterStone Bank, the operating subsidiary of the Company; the year that their term expires; and their business experience for at least the past five years. The members of the Company’s board of directors are the same as the members of the board of directors of WaterStone Bank. None of the directors listed below currently serves as a director, or served as a director during the past five years, of a publicly-held entity (other than Waterstone Financial). The following also includes the particular experience, qualifications, attributes, or skills considered by the Nominating and Corporate Governance Committee that led the board of directors to conclude that such person should serve as a director of Waterstone Financial. The mailing address for each person listed is 11200 W. Plank Ct., Wauwatosa, Wisconsin 53226. The board of directors unanimously recommends that shareholders vote FOR the election of the director nominee listed below.
PROPOSAL 1 – THE ELECTION OF DIRECTORS
| Name and Age | Principal Occupation and Business Experience | Director Since (1) | | | Nominee for term expiring in 2028 | | | Ellen S. Bartel, 70 | Ms. Bartel is the former President of Divine Savior Holy Angels (DSHA) High School (Milwaukee, Wisconsin) from 1998 until 2018, where she achieved significant improvements in DSHA’s curriculum, facilities, financial infrastructure, image, and reputation. Ms. Bartel balanced DSHA’s budget for 18 consecutive years, oversaw endowment growth from under $1 million to over $14 million, and developed recruitment strategies resulting in an incoming class wait list for 19 consecutive years. Prior to her employment at DSHA, Ms. Bartel held several positions at Alverno College (Milwaukee, Wisconsin) (1986 to 1997), with the most recent being Vice President of Institutional Advancement from 1994 to 1997. Ms. Bartel’s experience overseeing a large educational institution provides the board of directors with significant perspective on financial management and human resources matters. Ms. Bartel has a B.A. and an M.S.A. from the University of Notre Dame. | 2013 | | | Continuing Directors – Terms expiring in 2026 | | | Michael L. Hansen, 74 | Mr. Hansen is a business investor who currently holds significant ownership interests in Jacsten Holdings LLC. In addition to extensive entrepreneurial experience, Mr. Hansen is a C.P.A. with 13 years of audit and tax experience at an international public accounting firm. Mr. Hansen brings this experience to the board of directors and to the Audit Committee in particular. Mr. Hansen has a B.B.A. from the University of Notre Dame. | 2003 | | Stephen J. Schmidt, 63 | Mr. Schmidt is the President of Schmidt and Bartelt Funeral and Cremation Services. Mr. Schmidt has entrepreneurial experience and extensive community relationships throughout the communities served by WaterStone Bank. Mr. Schmidt has an Associate’s Degree from the New England Institute and a B.A. from the University of Wisconsin – Stevens Point. | 2002 | | Derek L. Tyus, 55 | Mr. Tyus currently serves as Executive Vice President and Chief Financial Officer of Versiti, Inc., a national leader in innovative blood health solutions. Before joining Versiti, Inc. in 2024, Mr. Tyus was Senior Vice President and Chief Investment Officer of West Bend Mutual Insurance Company. He had been with West Bend since 2016. Before joining West Bend, Mr. Tyus was a director for Northwestern Mutual Wealth Management Company. Mr. Tyus had been in the insurance industry for over 20 years, holding investment positions in private debt and equity, real estate, wealth management as well as strategy and administration. Mr. Tyus is a graduate of Marquette University and received his M.B.A. from the Ross School of Business at the University of Michigan. | 2021 | | | Continuing Directors – Terms expiring in 2027 | | | Douglas S. Gordon, 67 | Mr. Gordon is the former Chief Executive Officer of Waterstone Financial and WaterStone Bank, beginning in 2007 to January 2024; President of Waterstone Financial and WaterStone Bank from 2007 to 2022, and Chief Operating Officer of WaterStone Bank from 2005 to 2007; real estate investor. Mr. Gordon brings extensive prior banking experience as an executive officer at M&I Bank and at Security Savings Bank. He has extensive firsthand knowledge and experience with our lending markets and our customers. Mr. Gordon has a B.A. from the University of Wisconsin – Parkside and an M.B.A. from Marquette University. Mr. Gordon is the father of Ryan J. Gordon. | 2005 | | Patrick S. Lawton, 68 | Mr. Lawton is the Managing Director of Fixed Income Capital Markets for Baird. Mr. Lawton is also a member of Baird’s board of directors. As a Baird Managing Director, Mr. Lawton brings his investment portfolio expertise to the board of directors. Mr. Lawton has a B.S.B.A. and an M.B.A. from Marquette University. | 2000 |
PROPOSAL 1 – THE ELECTION OF DIRECTORS
| (1) Indicates the date when the director was first elected to the board of WaterStone Bank. Messrs. Lawton, Hansen, Schmidt and Gordon became directors of Waterstone Financial’s predecessor federal corporation in 2005. Ms. Bartel became director of Waterstone Financial in 2014. Mr. Tyus became a director of Waterstone Financial in 2021. |
Overview of Compensation Program
| ● | Aligning with Shareholders – We use equity compensation as a key component of our compensation mix to promote a culture of ownership among our key personnel and to align their individual financial interests with the long-term interests of our shareholders. |
Overview of Compensation Program
| ● | Short-Term Cash-Based Incentives; |
Overview of Compensation Program
| ● | Equity Incentive Awards; |
Overview of Compensation Program
| ● | Executive Agreements. |
What We Do
| ✔ | The Compensation Committee has engaged an independent compensation consultant. |
What We Do Not Do
| ✖ | We do not reprice underwater stock options. |
What We Do Not Do
| ✖ | We do not provide excise tax gross ups in our compensation plans or employment agreements. |
What We Do Not Do
| ✖ | We do not provide for uncapped bonuses. |
What We Do Not Do
| ✖ | We do not provide for “single-trigger” benefits upon a change in control. |
Named Executive Officer Compensation Process, Programs and Polices
Named Executive Officer Compensation Process, Programs and Polices Role of the Compensation Committee. The Compensation Committee is responsible for reviewing all compensation components for the Named Executive Officers annually, including base salary, annual incentive, long-term incentives/equity, benefits and other perquisites. The Compensation Committee examines the total compensation mix, pay-for-performance relationship, and how all these elements in the aggregate comprise each executive’s total compensation package to ensure that our compensation is competitive in the market place and that the mix of benefits accurately reflects our compensation philosophy. The Compensation Committee operates under a written charter that establishes its responsibilities. The Compensation Committee and the board of directors review the charter annually to ensure that the scope of the charter is consistent with the role of the Compensation Committee. A copy of the charter can be found on our website on the “Investor Relations” link under the “About” tab, then “Corporate Overview” and “Governance Documents.” Role of Management. The executive officers who serve as a resource to the Compensation Committee are the Chief Executive Officer, with respect to compensation for the other Named Executive Officers and the Senior Vice President and Director of Human Resources, with respect to compensation of other officers and employees of WaterStone Bank. The executives provide the Compensation Committee with data, analyses, input and recommendation. The Compensation Committee considers our Chief Executive Officer’s evaluation of each Named Executive Officer’s performance and recommendation of appropriate compensation. However, our Chief Executive Officer does not participate in any decisions relating to his own compensation. Role of Compensation Consultant. The Compensation Committee has the authority to engage compensation consultants from time to time to assist it in the compensation governance process for determining the compensation of our Named Executive Officers. In prior years, the Compensation Committee has utilized Meridian Compensation Partners, LLC, or Meridian, as its independent compensation consultant. Meridian has been engaged directly by the Compensation Committee. Pursuant to its engagement, Meridian provided research, data analyses, survey information and design expertise in developing compensation programs for executives and incentive programs for eligible employees. In addition, Meridian keeps the Compensation Committee apprised of regulatory developments and market trends related to executive compensation practices. Meridian has not determined the exact amount or form of executive compensation for and of the Named Executive Officers. Benchmarking Compensation. The Compensation Committee assesses the components of executive compensation and considers the base salary, annual incentive and long-term incentive practices of comparable companies in the financial industry. The Compensation Committee considered individual compensation elements as well as the total compensation package. This analysis was considered by the Compensation Committee, and served as a basis, when it established 2024 compensation opportunities for executives. In conducting this analysis, the Compensation Committee reviewed market data using publicly disclosed compensation information from a peer group of comparable financial institutions ranging in asset size from $1.4 billion to $8.1 billion. The market capitalization for the peer group ranged from $85.0 million to approximately $625.0 million. In addition to asset size and market capitalization, peer group selection was also focused on banks with significant mortgage banking operations, a significant focus on real estate lending and/or banks that were prior mutual-to-stock conversions. For 2024, the Compensation Committee approved the following peer group for purposes of evaluating the appropriateness of the compensation package for the Chief Executive Officer, Chief Financial Officer, Chief Credit Officer and Chief Retail Officer:
Named Executive Officer Compensation Process, Programs and Polices
Named Executive Officers and non-employee directors have five years from the date that the individual first become subject to the guidelines to meet these ownership requirements. In calculating equity ownership for purposes of this requirement, we include all shares beneficially owned by an individual in the Company’s benefit plans (e.g. 401(k) and Employee Stock Ownership Plan), shares of restricted stock and shares with respect to which an individual has voting or investment power. For purposes of our stock ownership requirements, we do not include unexercised stock options, whether vested or non-vested. As of December 31, 2024, all directors were in compliance with the Company’s stock ownership guidelines. As of December 31, 2024, all Named Executive Officers that have been employed with the Company for at least five years were in compliance with the Company’s stock ownership guidelines. Clawback Policies. Our compensation program includes Clawback Policies. One of our policies provides that in the event that the Company is required to prepare an accounting restatement due to its material noncompliance with financial reporting requirements under U.S. securities laws, the Company shall, to the extent permitted by governing law, pursue reimbursement of any performance-based compensation paid to an executive officer, including the Named Executive Officers, to the extent such payments and grants were made to the Named Executive Officer during the three-year period preceding the date on which the Company is required to prepare an accounting restatement based on the erroneous data, provided that the Compensation Committee or determine that the amount of any such performance-based compensation actually paid or awarded to the Named Executive Officer would have been a lower amount had it been calculated based on such restated financial statements. In addition, we have adopted a second clawback policy, whereby we are required to recover incentive-based compensation erroneously awarded to an executive officer during the three completed fiscal years preceding an accounting restatement, with the amount required to be recovered generally calculated as the difference between what was paid to the executive officer and what the executive officer would have received based on the restated amounts.
Components of Executive Compensation
Annual Incentive Plan. We maintain an Annual Incentive Plan which provides Named Executive Officers of WaterStone Bank with annual cash incentive opportunities for annual performance. The ability to earn any award is primarily contingent on the Company achieving consolidated financial-based metrics. These metrics are measured against actual results or actual results compared to our annual budget. The objective of our Annual Incentive Plan is to motivate and reward executives for achieving or exceeding annual financial, strategic and operational goals that we believe will help us maintain long-term profitable growth, maintain asset quality and support value creation for shareholders. The Chief Executive Officer of Waterstone Mortgage Corporation did not participate in the Annual Incentive Plan during the year ended December 31, 2024. Mr. McGuiness participated in a cash-based annual incentive plan as set forth in his employment agreement. Incentive awards are calculated based upon the Company’s performance in one of three or four weighted financial-based measures along with a potential discretionary portion contingent upon achievement of strategic or operational non-financial objectives. With respect to the financial-based measures, performance was measured against the Board-approved 2024 budget. To receive any award under the Annual Incentive Plan, the Named Executive Officer must be actively employed on the day the award is made. In designing the Annual Incentive Program, the Compensation Committee emphasized the Company’s goals of maintaining profitability and enhancing our franchise value through growth of our commercial loan portfolio and core deposits. The Compensation Committee determined that to encourage these goals, the Annual Incentive Plan would include the following performance measures:
Target Annual Incentive Opportunities
Target Annual Incentive Opportunities Target annual incentive awards are defined at the beginning of the year in consideration of market data, each NEOs total compensation package and the Company’s budgetary considerations. The following table sets forth information concerning Annual Incentive Plan opportunities for 2024:
Target Annual Incentive Opportunities
| | | Target | | | | Name | Threshold ($) | Amount ($) | % of Annual Base Salary | Maximum ($) | | William F. Bruss | 106,563 | 170,500 | 40.0% | 234,438 | | Mark R. Gerke | 73,000 | 109,500 | 37.5% | 146,000 | | Julie A. Glynn | 67,100 | 100,650 | 37.5% | 134,200 | | Ryan J. Gordon | 64,213 | 96,319 | 37.5% | 128,425 |
Performance Measures
Performance Measures Each NEO had pre-defined performance objectives based upon measurable performance of our Company. In addition, each NEO had the opportunity to earn incentive award based upon individual performance. The weights of the performance objectives for each NEO for 2023 are summarized in the following table:
Performance Measures
| Name | Community Banking Pre-Tax Income | Mortgage Banking Pre-Tax Income | Asset Quality | Commercial Loan Growth | Core Deposit Growth | Expense Management | Individual Performance | | William F. Bruss | 30% | 10% | 10% | 15% | 15% | 10% | 10% | | Mark R. Gerke | 30% | 10% | 10% | 15% | 15% | 10% | 10% | | Julie A. Glynn | 30% | -% | 10% | 15% | 25% | 10% | 10% | | Ryan J. Gordon | 30% | 10% | 10% | 15% | 15% | 10% | 10% |
Performance Measures
The opportunity to earn incentive award based upon individual performance is rooted in each individual’s contribution to the achievement of a variety of tactical and strategic Company goals. While not limited to the following items, the Committee considers each individuals contribution relative to:
Performance Measures
| ● | Pursuing strategic growth initiatives | | ● | Maintaining an effective system of internal controls over financial reporting |
Performance Measures
| ● | Staff attraction, retention and development |
Performance Measures
| ● | Achieving strong ratings from regulatory agencies |
Performance Results and Payouts
Performance Results and Payouts The Committee determines the final amount of each participant’s award based upon the attainment of the applicable performance goals. Each element of the annual cash incentive award is independent of the other. Accordingly, the Named Executive Officer may achieve certain performance goals, and, at the same time, fail to achieve others. In that case, the Named Executive Officer would be entitled to receive the award for the performance goal achieved, but not an award for a performance goal for which the threshold performance was not achieved. 2024 performance goals and actual performance were as follows:
Performance Results and Payouts
| 2024 Performance Measure | Threshold | Target | Maximum | Actual | Achievement as a % of Target | | Community Banking Segment Pre-Tax Income | $17,500 | $18,400 | $30,000 | $21,844 | 118.7% | | Mortgage Banking Segment Pre-Tax Income | 0 | 3,500 | 8,000 | 1,886 | 53.9% | | Asset Quality | 0.45% | 0.30% | 0.15% | 0.18% | 166.7% | | Commercial Loan Growth (in thousands) | 12,500 | 25,000 | 50,000 | 48,671 | 194.7% | | Core Deposit Growth (in thousands) | 0 | 7,500 | 15,000 | (9,771) | N/M | | Expense Management | 1.50% | 1.40% | 1.30% | 1.41% | 99.3% |
Performance Results and Payouts
Based upon the above financial performance measures and the Compensation Committee’s discretion with respect to individual performance, the 2024 annual cash incentive payments were awarded as follows relative to the 2024 target value:
Performance Results and Payouts
| Name | 2024 Annual Incentive Payment ($) | % of 2024 Target Annual Incentive | | William F. Bruss | 167,514 | 98.2% | | Mark R. Gerke | 105,970 | 96.8% | | Julie A. Glynn | 88,888 | 88.3% | | Ryan J. Gordon | 93,214 | 96.8% |
Performance Results and Payouts
Annual Incentive Plan – Waterstone Mortgage Corporation. We maintain an Annual Incentive Plan which provides executive officers of Waterstone Mortgage Corporation with annual cash incentive opportunities for annual performance. The ability to earn any award is primarily contingent on the Company achieving financial-based metrics relative to the mortgage banking operation segment. These metrics are measured against actual results compared to our annual budget. The objective of our Annual Incentive Plan is to motivate and reward executives for achieving or exceeding annual financial, strategic and operational goals that we believe will help us maintain long-term profitable growth, maintain asset quality and support value creation for shareholders. Incentive awards are calculated based upon the Waterstone Mortgage Corporation’s performance relative to pre-tax income, including adjustments for a number of non-operating expense and/or non-recurring revenue and expense items. Performance was measured against the Board-approved 2024 budget. To receive any award under the Annual Incentive Plan, the Named Executive Officer must be actively employed on the day the award is made.
Performance Results and Payouts
| Performance Measure | Evaluated Against | Rationale | | Annual pre-tax income of the mortgage banking segment in excess of preferred return for WaterStone Bank (the parent company) | Actual | Focuses management on achieving current year profitability. |
Target Annual Incentive Opportunities
Target Annual Incentive Opportunities Target annual incentive awards are defined at the beginning of the year in consideration of market data, Mr. McGuiness’ total compensation package and the Company’s budgetary considerations. The following table sets forth information concerning Annual Incentive Plan opportunities for 2023:
Target Annual Incentive Opportunities
| Name | Incentive Opportunity | | Jeffrey R. McGuiness | Incentive calculated as 4.0% of actual pre-tax earnings of the mortgage banking segment in excess of a $2.0 million preferred return for WaterStone Bank (the parent company) |
Performance Results and Payouts
Performance Results and Payouts The Compensation Committee determines the final amount of each participant’s award based upon the attainment of the applicable performance goal. As a result of Waterstone Mortgage Corporation’s performance relative to the target metric, Mr. McGuiness did not receive an incentive payment for the year ended December, 31 2024. Equity-Based Compensation. The overall objective for our equity-based compensation is to provide an equitable and competitive means to reward our officers for their contributions to our long-range success. Our goal is to meet the following objectives:
Performance Results and Payouts
| ● | Align the interests of our officers with the interests of shareholders by linking the long-term value of the compensation to shareholder returns. |
Performance Results and Payouts
| ● | Link each participant’s compensation to our long-term success through the appreciation of the stock price. |
Performance Results and Payouts
| ● | Retention through longer vesting schedules and enhanced shareholder value due to the value of grants being tied to the trading price of our common stock. |
Performance Results and Payouts
All equity awards granted to the Named Executive Officers of Waterstone Financial are at the discretion of the Compensation Committee. The Compensation Committee considers the position of the Named Executive Officer, the officer’s level of influence and the corresponding ability to contribute toward the success of Waterstone Financial, and individual and corporate performance as well as the level of equity awards granted to individuals with similar positions at similar companies. In prior years, we have utilized restricted stock as our primary long-term incentive tool to retain and motivate our key employees. We believe this is the preferred practice to reward them for, and to motivate them toward, superior performance. In the event of an involuntary termination of employment following a change in control, the unvested equity incentive awards held by each recipient will vest automatically. Long-Term Performance-Based Equity Compensation Plan. The Company maintains a Long-Term Performance-Based Equity Compensation Plan, which provides Named Executive Officers with annual awards of restricted stock. In order to become vested in their restricted stock, our executive officers will need to be employed throughout a three-year performance period, which satisfies a retention goal, and the Company must meet certain pre-determined financial performance goals. The Compensation Committee believes it is important for the restricted stock, which is intended to be a long-term incentive, to focus our executive officers on, and reward them for, the achievement of multi-year performance objectives. The performance goals will be set at a target performance level. If the Company meets the target performance level, the executive officers would be vested in the number of shares designated as the “target award.” Performance levels would also be set at a maximum level to provide an incentive for superior performance, and at a threshold level, below which no shares would be earned. Depending on the Company’s performance relative to the performance goals, the executive officers could earn between 0% and 150% of the target award. In designing the Long-Term Performance-Based Equity Plan, the Compensation Committee emphasized the Company’s goal of maintaining a high level of profitability as we strategically deploy our excess capital. The Compensation Committee determined that to encourage these goals, the Annual Incentive Plan would include the following performance measure:
Performance Results and Payouts
| Performance Measure | Evaluated Against | Rationale | | Return on Average Assets (Over three fiscal years) | Budget | Focuses management on achieving a level of return that continues to exceed that of our peer group. |
Target Long-Term Performance-Based Equity Award Opportunity
Target Long-Term Performance-Based Equity Award Opportunity Target equity awards are defined at the beginning of the year in consideration of, market data, each NEOs total compensation package and the Company’s budgetary considerations. The following table sets forth information concerning Target Long-Term Performance-Based Equity Award opportunities for 2024:
Target Long-Term Performance-Based Equity Award Opportunity
| | | Target | | | | Name | Threshold ($) | ($) | % of Annual Base Salary | Maximum ($) | | William F. Bruss | 21,313 | 42,625 | 10% | 63,938 | | Mark R. Gerke | 14,600 | 29,200 | 10% | 43,800 | | Julie A. Glynn | 13,420 | 26,840 | 10% | 40,260 | | Ryan J. Gordon | 12,843 | 25,685 | 10% | 38,528 |
Target Long-Term Performance-Based Equity Award Opportunity
During 2024, our Compensation Committee awarded grants of 5,078 shares to Mr. Bruss, 3,479 shares to Mr. Gerke, 3,197 shares to Ms. Glynn and 3,060 shares to Mr. R. Gordon. The number of shares granted is based upon the assumption of achievement at a “maximum” performance level. The actual number of shares that may ultimately vest for each NEO will be based upon achievement level relative to the Company’s return on average assets for the three-year performance period of 2024 to 2026. In addition, each NEO will need to be employed through the duration of that same three-year performance period. In the event of an involuntary termination of employment following a change in control, the unvested equity incentive awards held by each recipient will vest automatically.
Performance Results and Payouts – 2022 Long-Term Performance-Based Equity Compensation Plan
Performance Results and Payouts – 2022 Long-Term Performance-Based Equity Compensation Plan The Committee determines the final amount of each participant’s award based upon the attainment of the applicable performance goal. Actual performance was as follows:
Performance Results and Payouts – 2022 Long-Term Performance-Based Equity Compensation Plan
| Performance Measure | Threshold | Target | Maximum | Actual | Achievement as a % of Target | | Consolidated Return on Average Assets for the fiscal years 2022, 2023 and 2024) | 1.00% | 1.35% | 1.70% | 0.75% | 55.56% |
Performance Results and Payouts – 2022 Long-Term Performance-Based Equity Compensation Plan
Based upon the above financial performance measure, no shares were awarded under the 2022 Long-Term Performance-based Equity Compensation Plan, as the threshold was not met. Broad-Based Welfare and Retirement Benefit Plans. The purpose of welfare and retirement benefit plans are to ensure our compensation packages are competitive and to provide an opportunity for retirement savings. We maintain a number of broad-based welfare benefit plans that are available to our employees, including Named Executive Officers. We provide group medical, dental and vision insurance coverage plans to employees, with employees being responsible for a portion of the premiums. We also offer our employees, including Named Executive Officers, participation in tax-qualified defined contribution retirement plans. WaterStone Bank Employee Stock Ownership Plan (ESOP). The ESOP is a tax-qualified defined contribution retirement plan that benefits all eligible WaterStone Bank employees proportionately. The ESOP is not separately considered in the review and evaluation of annual executive compensation. ESOP allocations are made annually as of December 31 to all eligible WaterStone Bank employees. An employee must complete a full year of service and be employed by us on December 31 in order to receive an annual allocation each year. A trustee holds the shares purchased by the ESOP in an unallocated suspense account. Shares are released from the suspense account on a pro-rata basis as the ESOP repays the loan. The trustee allocates the shares released among participants on the basis of the participant’s proportional share of compensation relative to all participants. In the event of a plan termination, all allocated benefits become fully vested immediately, any outstanding loan will be repaid from shares in the unallocated suspense account and the amounts remaining in the suspense account will be allocated to participant accounts proportionally. Dividends paid with respect to shares of Waterstone Financial, Inc. stock in the unallocated suspense account may be used to repay the ESOP loan. To the extent the dividends exceeded the annual loan payment, the remaining dividend amount would cause additional shares to be allocated to participants or may be credited proportionately to participant accounts. WaterStone Bank 401(k) Plan. WaterStone Bank maintains the WaterStone Bank 401(k) Plan, a tax-qualified defined contribution retirement plan, for all WaterStone Bank employees, who have satisfied the 401(k) Plan’s eligibility requirements, including Named Executive Officers. All eligible employees can begin participation in the 401(k) Plan on the first day of the month that coincides with or follows the date the employee attains age 18. A participant may contribute up to 90% of his or her compensation to the 401(k) Plan on a pre-tax basis, subject to the limitations imposed by the Internal Revenue Code. A participant is 100% vested in his or her salary deferral contributions. In addition to salary deferral contributions, the 401(k) Plan provides that WaterStone Bank will make matching contributions on 20% of the first 5% of the participant’s compensation that is contributed to the 401(k) Plan. Waterstone Mortgage 401(k) Plan. Waterstone Mortgage Corporation maintains the Waterstone Mortgage 401(k) Plan, a tax-qualified defined contribution retirement plan, for all Waterstone Mortgage Corporation employees, including Named Executive Officers, who have satisfied the 401(k) Plan’s eligibility requirements. All eligible employees can begin participation in the 401(k) Plan on the first day of the month that coincides with or follows the date the employee attains age 21 and completes 60 days of service. A participant may contribute up to 100% of his or her eligible compensation to the 401(k) Plan on a pre-tax basis, subject to the limitations imposed by the Internal Revenue Code. A participant is 100% vested in his or her salary deferral contributions. In addition to salary deferral contributions, the 401(k) Plan provides that Waterstone Mortgage Corporation will make matching contributions on 50% of the first 6% of the participant’s compensation that is contributed to the 401(k) Plan. Perquisites. Perquisites comprise a small portion of our total compensation package. The main perquisites we provide are use of a company-owned vehicle or an automobile allowance for selected officers. Although these perquisites may involve personal use, we believe that they are reasonable and consistent with the overall compensation program to assist with attracting and retaining executive officers. Executive Agreements. WaterStone Bank has entered into an executive employment agreements with Mr. McGuiness. For descriptions of the executive employment agreements, see the “Employment Agreements” section following the “Summary Compensation Table.”
EXECUTIVE COMPENSATION
| SUMMARY COMPENSATION TABLE | | | | | | | | | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | William F. Bruss | 2024 | 426,250 | — | 63,932 | 167,514 | 56,887 | 714,583 | | President, Chief Executive Officer (2024) Chief Operating Officer and General Counsel (2022-2023) | 2023 | 387,500 | 40,000 | 58,121 | 140,738 | 68,232 | 654,591 | | of Waterstone Financial and WaterStone Bank | 2022 | 376,000 | — | 56,405 | 82,720 | 74,315 | 629,440 | | Mark R. Gerke | 2024 | 292,000 | — | 43,801 | 105,970 | 57,711 | 499,482 | | Chief Financial Officer of Waterstone Financial and | 2023 | 265,000 | 30,000 | 39,826 | 89,207 | 63,067 | 457,100 | | WaterStone Bank | 2022 | 257,500 | — | 38,627 | 51,500 | 70,443 | 448,070 | | Julie A. Glynn | 2024 | 268,400 | — | 40,250 | 88,888 | 52,396 | 449,934 | | Senior Vice President and Director of Retail of | 2023 | 244,000 | 29,000 | 36,590 | 81,983 | 58,030 | 420,603 | | WaterStone Bank | 2022 | 236,900 | — | 35,537 | 35,535 | 66,847 | 403,819 | | Ryan J. Gordon | 2024 | 256,850 | — | 38,525 | 93,214 | 58,028 | 446,617 | | Senior Vice President and Chief Credit Officer of | 2023 | 235,500 | 28,000 | 35,020 | 78,455 | 62,711 | 409,686 | | WaterStone Bank | 2022 | 226,600 | — | 33,983 | 45,320 | 74,068 | 407,971 | | Jeffrey R. McGuiness | 2024 | 450,000 | — | 60,300 | 33,280 | 33,687 | 577,267 | | President of Waterstone Mortgage Corporation | 2023 | 450,000 | — | 135,009 | — | 11,214 | 461,214 | | | 2022 | 425,000 | — | — | — | 10,250 | 435,250 |
CEO Pay Ratio Disclosure
CEO Pay Ratio Disclosure As required by applicable SEC rules, we are providing the following information about the relationship of the annual total compensation for our median employee to the annual total compensation of Mr. Bruss, our Chief Executive Officer during the fiscal year ending December 31, 2024. For 2024, our last completed year:
CEO Pay Ratio Disclosure
| ● | The annual total compensation of our median employee, other than our Chief Executive Officer, was $66,761; and |
CEO Pay Ratio Disclosure
| ● | The annual total compensation of Mr. Bruss, our Chief Executive Officer, as reported in the Summary Compensation Table included elsewhere in this proxy statement was $714,583. |
CEO Pay Ratio Disclosure
Based on this information, for 2024 the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee was 10.7 to 1. We completed the following steps to identify the median employee:
CEO Pay Ratio Disclosure
| ● | As of December 31, 2024, our employee population consisted of approximately 600 employees, including any full-time, part-time, temporary, or seasonal employees employed on that date. |
CEO Pay Ratio Disclosure
| ● | To find the median of the annual total compensation of our employees (other than our CEO), we used wages from our payroll records as reported to the Internal Revenue Service on Form W-2 for fiscal 2023. In making this determination, we annualized compensation for full-time and part-time permanent employees who were employed on December 31, 2023, but did not work for us the entire year. No full-time equivalent adjustments were made for part-time employees. |
CEO Pay Ratio Disclosure
| ● | We identified our median employee using this compensation measure and methodology, which was consistently applied to all our employees included in the calculation. |
CEO Pay Ratio Disclosure
The required CEO pay ratio information reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodologies and assumptions described above. SEC rules for identifying the median employee and determining the CEO pay ratio permit companies to employ a wide range of methodologies, estimates and assumptions. As a result, the CEO pay ratios reported by other companies, which may have employed other permitted methodologies or assumptions and which may have a significantly different work force structure from the Company’s, is likely not comparable to the Company’s SEC-required CEO pay ratio.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer ("PEO") and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Pay Versus Performance Disclosure
| | PEO | | Average Non-PEO NEOs | | Value of Initial Fixed $100 Investment (4) | | | | | Year | Summary Compensation Table Total (1) | Compensation Actually Paid (1,2,3) | Summary Compensation Table Total (1) | Compensation Actually Paid (1,2,3) | TSR | Peer TSR ($) | Net Income ($ Thousands) | Return on Average Assets (5) | | 2024 | $714,583 | $673,173 | $493,325 | $479,591 | $99.12 | $132.60 | $18,688 | 0.84% | | 2023 | 1,556,285 | 1,391,309 | 480,739 | 433,348 | $86.90 | $96.65 | 9,375 | 0.44% | | 2022 | 1,341,589 | 1,219,309 | 464,910 | 423,514 | $84.24 | $97.52 | 19,487 | 0.96% | | 2021 | 1,597,355 | 1,559,400 | 595,628 | 598,819 | $123.92 | $124.06 | 70,791 | 3.20% | | 2020 | 1,475,958 | 1,470,558 | 508,930 | 513,138 | $107.24 | $89.69 | 81,145 | 3.77% |
Pay Versus Performance Disclosure
| 1. | William F. Bruss was our PEO for 2024, while Douglas S. Gordon was our PEO for 2023 and 2022. The individuals comprising the Non-PEO named executive officers for each year presented are listed below. |
Pay Versus Performance Disclosure
| 2022 | 2023 | 2024 | | William F. Bruss | William F. Bruss | Mark R. Gerke | | Mark R. Gerke | Mark R. Gerke | Ryan J. Gordon | | Ryan J. Gordon | Ryan J. Gordon | Julie A. Glynn | | Julie A. Glynn | Julie A. Glynn | Jeffrey R. McGuiness | | Jeffrey R. McGuiness | Jeffrey R. McGuiness | |
Pay Versus Performance Disclosure
| 2. | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
Pay Versus Performance Disclosure
| 3. | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. |
Pay Versus Performance Disclosure
| Compensation for PEO | 2024 | 2023 | 2022 | | Total compensation as reported in the Summary Compensation Table (SCT) | $714,583 | $1,556,285 | $1,341,589 | | Exclusion of change in in pension value | — | — | — | | Exclusion of stock awards granted during the year | (63,932) | (131,236) | (131,250) | | Pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the current year | — | — | — | | Fair value of equity compensation granted in current year that remained unvested as of the last day of the year—value at end of year-end | 22,522 | — | — | | Change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | — | (33,740) | — | | Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | — | — | 8,970 | | Dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | — | — | — | | Fair value of awards forfeited in current year determined at end of prior fiscal year | — | — | — | | Compensation Actually Paid to CEO | $673,173 | $1,391,309 | $1,219,309 |
Pay Versus Performance Disclosure
| Compensation for Non-PEO NEOs | 2024 | 2023 | 2022 | | Total compensation as reported in the Summary Compensation Table (SCT) | $493,325 | $480,739 | $464,910 | | Exclusion of change in in pension value | — | — | — | | Exclusion of stock awards granted during the year | (45,719) | (33,911) | (32,910) | | Pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the current year | — | — | — | | Fair value of equity compensation granted in current year that remained unvested as of the last day of the year—value at end of year-end | 10,795 | — | — | | Change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | 4,740 | (9,144) | (2,072) | | Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | 16,450 | (4,336) | (6,414) | | Dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | — | — | — | | Fair value of awards forfeited in current year determined at end of prior fiscal year | — | — | — | | Compensation Actually Paid to Non-PEO NEOs | $479,591 | $433,348 | $423,514 |
Pay Versus Performance Disclosure
| 4. | The Peer Total Shareholder Return (“TSR”) set forth in this table represents the cumulative TSR of the KBW NASDAQ Bank Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the KBW NASDAQ Bank Index, respectively. All dollar values assume reinvestment of the pre-tax value of dividends paid by companies, where applicable, included in the peer group. |
Pay Versus Performance Disclosure
| 5. | We determined Return on Average Assets to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2024. This performance measure may not have been the most important financial performance measure for years 2023 and 2022 and we may determine a different financial performance measure to be the most important financial performance measure in future years. |
Pay Versus Performance Disclosure
Relationship Between Compensation Actually Paid and Certain Financial Performance Measures The following graph compares compensation actually paid (“CAP”) to our PEO and the average compensation actually paid to our other NEOs to (i) our cumulative total shareholder return (“TSR”), and (ii) KBW NASDAQ Bank Index for the fiscal years ended December 31 2020, 2021, 2022, 2023 and 2024. The following graph compares compensation actually paid (“CAP”) to our PEO and the average compensation actually paid to our other NEOs to the Company’s net income for the fiscal years ended December 31 2020, 2021, 2022, 2023, and 2024. The following graph compares compensation actually paid (“CAP”) to our PEO and the average compensation actually paid to our other NEOs to the Company’s return on average assets for the fiscal years ended December 31 2020, 2021, 2022, 2023 and 2024. Financial Performance Measures As described in greater detail in the “Compensation Discussion & Analysis,” our approach to executive compensation is designed to directly link pay to performance, recognize both corporate and individual performance, promote long-term stock ownership, attract, retain and motivate talented executives, and balance risk and reward while taking into consideration stakeholder feedback as well as market trends and practices. The most important financial measures used by the Company to link compensation actually paid (as defined by SEC rules) to the Company’s Named Executive Officers for the most recently completed fiscal year to the Company’s performance are:
Pay Versus Performance Disclosure
| • | Return on Average Assets; |
Pay Versus Performance Disclosure
| • | Earnings Per Share; and |
Pay Versus Performance Disclosure
| • | Total Shareholder Return. |
Pay Versus Performance Disclosure
Analysis of the Information Presented in the Pay versus Performance Table While we utilize several performance measures to align executive compensation with performance, all of those measures are not presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the company’s performance measures with compensation that is actually paid (as defined by SEC rules) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between compensation actually paid and cumulative total shareholder return, net income and return on average assets.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth for the year ended December 31, 2024 certain information as to grants of plan-based cash awards.
Grants of Plan-Based Awards
| GRANTS OF PLAN-BASED NON-EQUITY AWARDS FOR THE YEAR ENDED DECEMBER 31, 2024 | | | | | | | | Estimated Future Payments Under Non-Equity Incentive Plan Awards | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | William F. Bruss (1) | 2/27/2024 | 106,563 | 170,500 | 234,438 | | Mark R. Gerke (1) | 2/27/2024 | 73,000 | 109,500 | 146,000 | | Julie A. Glynn (1) | 2/27/2024 | 67,100 | 100,650 | 134,200 | | Ryan J. Gordon (1) | 2/27/2024 | 64,213 | 96,319 | 128,425 |
Grants of Plan-Based Awards
| (1) See “Compensation Discussion and Analysis – Annual Incentive Plan” for actual awards made under the 2024 Annual Incentive Plan. |
Grants of Plan-Based Awards
| (2) See “Compensation Discussion and Analysis – Annual Incentive Plan – Waterstone Mortgage Corporation” for actual awards made under the 2024 Annual Incentive Plan. |
Grants of Plan-Based Awards
The following table sets forth for the year ended December 31, 2024 certain information as to grants of plan-based equity awards.
Grants of Plan-Based Awards
| GRANTS OF PLAN-BASED EQUITY AWARDS FOR THE YEAR ENDED DECEMBER 31, 2024 | | | | | | | | | Estimated Future Payments Under Equity Incentive Plan Awards | | | | | Name | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Grant Date Fair Value of Stock Awards ($) | | William F. Bruss (1) | 2/27/2024 | 1,693 | 3,386 | 5,078 | 63,932 | | Mark R. Gerke (1) | 2/27/2024 | 1160 | 2,319 | 3,479 | 43,801 | | Julie A. Glynn (1) | 2/27/2024 | 1066 | 2,132 | 3,197 | 40,250 | | Ryan J. Gordon (1) | 2/27/2024 | 1020 | 2,040 | 3,060 | 38,525 |
Grants of Plan-Based Awards
| (1) See “Compensation Discussion and Analysis – 2024 Long-Term Performance Based Equity Compensation Plan” for details regarding performance and time-based vesting requirements related to these awards. |
Grants of Plan-Based Awards
Outstanding Equity Awards at Fiscal Year End. The following table sets forth information with respect to outstanding equity awards as of December 31, 2024. Grants were made under our 2015 and 2020 Equity Incentive Plans.
Grants of Plan-Based Awards
| OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024 | | | | | | | | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | William F. Bruss | — | — | — | — | 2,903 (2) | 39,016 | | | — | — | — | — | 3,628 (3) | 48,760 | | | — | — | — | — | 5,078 (4) | 68,248 | | Mark R. Gerke | 5,000 | — | 12.75 | 3/4/2025 | 1,988 (2) | 26,719 | | | 10,000 | — | 14.98 | 6/21/2026 | 2,486 (3) | 33,412 | | | | | | | 3,479 (4) | 46,758 | | Julie A. Glynn | 20,000 | — | 17.35 | 3/20/2028 | 1,829 (2) | 24,582 | | | — | — | — | — | 2,284 (3) | 30,697 | | | | | | | 3,197 (4) | 42,968 | | Ryan J. Gordon | 10,000 | — | 17.20 | 1/24/2028 | 1,749 (2) | 23,507 | | | — | — | — | — | 2,186 (3) | 29,380 | | | | | | | 3,060 (4) | 41,126 | | Douglas S. Gordon | — | — | — | — | 6,755 (2) | 90,787 | | | — | — | — | — | 8,192 (3) | 110,100 | | Jeffrey R. McGuiness | 10,000 | 20,000 (5) | 11.55 | 4/23/2034 | — | — |
Grants of Plan-Based Awards
| (1) Based on the $13.44 per share closing price of our common stock on December 31, 2024. |
Grants of Plan-Based Awards
| (2) Consists of restricted shares awarded on March 1, 2022. The restricted shares vest on March 3, 2025. |
Grants of Plan-Based Awards
| (3) Consists of restricted shares awarded on February 21, 2023. The restricted shares vest on February 21, 2026. |
Grants of Plan-Based Awards
| (4) Consists of restricted shares awarded on February 27, 2024. The restricted shares vest on February 27, 2027. |
Grants of Plan-Based Awards
| (5) Consists of stock options awarded on April 23, 2024. The options vest in increments of 33.3% each beginning December 31, 2024 and subsequently on December 31, 2025 and 2026. |
Grants of Plan-Based Awards
Option Exercises and Stock Vested. During the year ended December 31, 2024, Mr. McGuiness acquired 7,132 shares of stock awards upon completion of a time-based vesting requirement. The shares vested on January 26, 2024. Based upon the $14.04 per share closing price of our common stock on that date, Mr. McGuiness realized a total value of $100,133.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The following table sets forth estimates of the amounts that would become payable to our Named Executive Officers, under employment agreements and/or equity award agreements in the event of their termination of employment on December 31, 2024, under designated circumstances. The table does not include vested or accrued benefits under any tax-qualified benefit plans that do not discriminate in scope, terms or operation in favor of executive officers or equity awards or other benefits in which the executive is vested without regard to the change in control. The estimates shown are highly dependent on a variety of factors, including but not limited to the date of termination, interest rates, federal, state, and local tax rates, and compensation history. Actual payments due could vary substantially from the estimates shown. We consider each termination scenario listed below to be exclusive of all other scenarios and do not expect that any of our executive officers would be eligible to collect the benefits shown under more than one termination scenario. If a Named Executive Officer is terminated for “cause” as defined in the applicable agreement or award, we have no contractual payment or other obligations under the agreement.
Potential Payments Upon Termination or Change in Control
| | Mr. Bruss | Mr. Gerke | Ms. Glynn | Mr. R. Gordon | Mr. McGuiness | | Discharge Without Cause or Resignation With Good Reason — no Change in Control | | | | | | | Severance payment | $— | $— | $— | $— | $450,000(1) | | Medical, dental and life insurance benefits | — | — | — | — | — | | Acceleration of vesting of stock options | — | — | — | — | 268,800 | | Acceleration of vesting of restricted stock | — | — | — | — | —(2) | | Total | $— | $— | $— | $— | $570,303 | | Discharge Without Cause or Resignation With Good Reason — Change in Control Related | | | | | | | Severance payment (lump sum) | $— | $— | $— | $— | $450,000(3) | | Medical, dental and life insurance benefits | — | — | — | — | — | | Acceleration of vesting of stock options | — | — | — | — | 268,800 | | Acceleration of vesting of restricted stock | 158,928(1) | 95,539(1) | 87,858(1) | 84,045(1) | —(1) | | Total | $139,471 | $95,539 | $87,858 | $84,045 | $573,740 | | Disability | | | | | | | Severance/disability payment | $— | $— | $— | $— | $— | | Acceleration of vesting of stock option | — | — | — | — | 268,800 | | Acceleration of vesting of restricted stock | 40,817(2) | 27,958(2) | 25,729(2) | 24,605(2) | —(1) | | Total | $40,871 | $27,958 | $25,729 | $24,605 | $123,740 | | Death | | | | | | | Salary continuation payment | $— | $— | $— | $— | $— | | Medical, dental and life insurance benefits | — | — | — | — | — | | Acceleration of vesting of stock options | — | — | — | — | 268,800 | | Acceleration of vesting of restricted stock | 40,817(2) | 27,958(2) | 25,729(2) | 24,605(2) | —(1) | | Total | $40,817 | $27,958 | $25,729 | $24,605 | $123,740 |
Potential Payments Upon Termination or Change in Control
| (1) Value is based on the closing price of $13.28 on December 29, 2024 of Waterstone Financial common stock, including dividends declared to date with respect to those shares. | | (2) Value is based on the closing price of $13.28 on December 29, 2024 of Waterstone Financial common stock, including dividends declared to date with respect to those shares. The number of shares assumed to have vested is based upon Company performance relative to target and/or months of service provided by the employee relative to the time-based vesting requirement. |
Potential Payments Upon Termination or Change in Control
| (3) For Mr. McGuiness, the severance payment under his employment agreement is equal to one year’s base salary to which he is entitled under his employment agreement over the remaining term of the agreement. |
Director Compensation
Director Compensation Set forth below is summary compensation for each of our non-employee directors for the year ended December 31, 2024. Compensation includes an annual retainer as well as chairmanship and committee fees.
Director Compensation
| DIRECTOR COMPENSATION TABLE FOR THE YEAR ENDED DECEMBER 31, 2024 | | | | | | Director Name | Board Retainer and Meeting Fees earned or paid in cash ($) | Board Committee Fees earned or paid in cash ($) | Stock Awards ($) (1) | Total ($) | | Ellen S. Bartel | 65,000 | 10,000 | — | 75,000 | | Nominating Committee Co-chairman | | | | | | Douglas S. Gordon | 130,000 | 70,000 | 672,000 | 872,000 | | Michael L. Hansen | 65,000 | 23,500 | — | 88,500 | | Audit Committee Chairman | | | | | | Patrick S. Lawton | 65,000 | 32,500 | — | 97,500 | | Chairman of the Board | | | | | | Kristine A. Rappé | 65,000 | 10,000 | — | 75,000 | | Executive Committee Chairman | | | | | | Stephen J. Schmidt | 65,000 | 10,000 | — | 75,000 | | Nominating Committee Co-chairman | | | | | | Derek Tyus | 65,000 | 10,000 | — | 75,000 |
Director Compensation
| (1) Reflects the aggregate grant-date fair value of the stock and option awards granted during the years shown as calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions used in the valuation of these awards are included in the "Stock Based Compensation" footnote to Waterstone Financial's audited financial statements for the years ended December 31, 2024, 2023 and 2022 included in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission. |
Director Compensation
As of December 31, 2024, Mr. Tyus had 3,864 unvested shares of restricted stock. Mr. Lawton had 37,500 vested but unexercised stock options. Ms. Rappé and Mr. Schmidt had 100,000 vested but unexercised stock options. Ms. Bartel had 25,000 vested but unexercised stock options. Mr. Hansen had 12,500 vested but unexercised stock options.