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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Waterstone Financial Inc | NASDAQ:WSBF | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.18 | 1.49% | 12.25 | 11.37 | 13.83 | 12.41 | 12.22 | 12.24 | 43,432 | 22:28:46 |
(1)
|
Electing two directors to serve for a term expiring in 2024;
|
(2)
|
Ratifying the selection of RSM US LLP as Waterstone Financial, Inc.’s independent registered public accounting firm;
|
(3)
|
Approving an advisory, non-binding resolution to approve the executive compensation described in the Proxy Statement; and
|
(4)
|
Transacting such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
|
Name of Beneficial Owner
|
Total Shares Beneficially Owned (1)
|
Percent of All Common
Stock Outstanding
|
5% or Greater Shareholders
|
||
Renaissance Technologies LLC
Renaissance Technologies Holdings Corporation
800 Third Avenue
New York, New York 10022
|
1,910,044 (2)
|
7.6%
|
Dimensional Fund Advisors LP
Building One
6300 Bee Cave Road
Austin, Texas 78746
|
1,959,852 (3)
|
7.8%
|
BlackRock, Inc.
55 East 52nd Street
New York, New York 10055
|
1,837,873 (4)
|
7.3%
|
Delaware Charter Guarantee & Trust Company dba Principal Trust Company as Trustee for the 2010 Amended and Restated Waterstone Bank SSB Employee Stock Ownership Plan and the
Waterstone Bank 401(k) Plan
1013 Centre Road Suite 300
Wilmington, Delaware 19805-1265
|
2,444,999 (5)
|
9.7%
|
Directors and Executive Officers
|
||
Ellen S. Bartel
|
15,000
|
*
|
William F. Bruss
|
120,354
|
*
|
Thomas E. Dalum
|
200,127
|
*
|
Mark R. Gerke
|
70,399
|
*
|
Julie A. Glynn
|
17,601
|
*
|
Douglas S. Gordon
|
606,577
|
2.4%
|
Michael L. Hansen
|
266,413
|
1.1%
|
Patrick S. Lawton
|
71,631
|
*
|
Jeffrey R. McGuiness
|
7,132
|
*
|
Kristine A. Rappé
|
102,318
|
*
|
Stephen J. Schmidt
|
145,078
|
*
|
Derek L. Tyus
|
6,440
|
*
|
All directors and executive officers as a group (11 persons) (6)
|
2,998,985
|
11.9%
|
* |
Less than 1%.
|
(1)
|
Unless otherwise noted, the specified persons have sole voting and dispositive power as to the shares. Number of shares identified as indirect beneficial ownership with shared voting and dispositive
power: Mr. Bruss – 61,589; Mr. Dalum – 61,596; Mr. Gerke – 27,351; Ms. Glynn – 3,938; Mr. Gordon – 65,271; Mr. Hansen – 186,541; Mr. Lawton – 10,000; group – 1,786,201. Includes the following shares underlying options which are
exercisable within 60 days of March 24, 2021: Dalum, Rappé and Schmidt – 75,000 shares each; Mr. Lawton – 12,500; Mr. Bruss – 30,000; Mr. Gerke – 13,000; Ms. Glynn – 12,000; all directors and executive officers as a group – 292,500.
|
(2)
|
Based on a Schedule 13G/A filed by Renaissance Technologies LLC and Renaissance Technologies Holding Corporation with the Securities and Exchange Commission on February 11, 2021.
|
(3)
|
Based on a Schedule 13G/A filed by Dimensional Fund Advisors LP with the Securities and Exchange Commission on February 12, 2021.
|
(4)
|
Based on a Schedule 13G/A filed by BlackRock, Inc. with the Securities and Exchange Commission on February 1, 2021.
|
(5)
|
Based on a Schedule 13G/A filed by the Delaware Charter Guarantee & Trust Company dba Principal Trust Company as Trustee for the 2010 Amended and Restated WaterStone Bank SSB Employee Stock
Ownership Plan and the WaterStone Bank SSB 401(k) Plan with the Securities and Exchange Commission on February 11, 2021. Such total includes shares purchased by plan participants in the Employer Stock Fund within the WaterStone
Bank SSB 401(k) Plan, as well as allocated and unallocated shares held in trust within the WaterStone Bank SSB Employee Stock Ownership Plan.
|
(6)
|
The total for the group (but not any individual) includes 1,369,915 unallocated shares held in the Employee Stock Ownership Plan, as to which voting and dispositive power is shared. As administrator,
WaterStone Bank SSB (“WaterStone Bank” or the “Bank”) (through its ESOP Committee) may direct the ESOP Trustee to vote shares which have not yet been allocated to participants, provided that such vote is required to be made in the
same proportion as allocated voted shares unless it is determined that to do so would not be in the best interest of participants and beneficiaries of the ESOP. Employees may vote the shares allocated to their accounts; the
administrator will vote unvoted shares in its discretion. Allocated shares are included only if allocated to listed executive officers, in which case they are included in those individuals’ (and the group’s) beneficial ownership.
|
Name and Age
|
Principal Occupation and
Business Experience
|
Director
Since (1)
|
|
Nominees for terms expiring in 2024
|
|||
Douglas S. Gordon, 63
|
Mr. Gordon is the Chief Executive Officer and President of Waterstone Financial and WaterStone Bank, beginning in 2007; President 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.
|
2005
|
|
Patrick S. Lawton, 64
|
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
|
Continuing Directors - Terms expiring in 2022
|
|||
Ellen S. Bartel, 66
|
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
|
|
Thomas E. Dalum, 80
Kristine A. Rappé, 64
|
Mr. Dalum is the former Chairman and Chief Executive Officer of UELC, an equipment leasing company and of DUECO, an equipment manufacturer and distributor. Mr. Dalum brings an entrepreneurial background, a
long-standing record of community involvement and public service plus more than 30 years of experience as a member of the WaterStone Bank board of directors. Mr. Dalum has a B.A. from the University of Notre Dame and an M.B.A. from
Northwestern University.
Ms. Rappé is the former Senior Vice President and Chief Administrative Officer of WEC Energy Group (2004 to 2012). Her roles at WEC Energy Group also included Vice President and Corporate Secretary (2001
to 2004) and Vice President of Customer Services (1994 to 2001). In these roles, Ms. Rappé had responsibility for shared services including information technology, human resources, supply chain management, business continuity/corporate
security, and the WEC Foundation. Ms. Rappé’s experience overseeing a large corporate entity provides the board of directors with significant perspective on financial management and human resources matters, and she has a long-standing
history of community involvement and public service. Ms. Rappé has a an M.A. from Northeastern University and a B.A. from the University of Wisconsin – Oshkosh.
|
1979
2013
|
|
Continuing Directors - Terms expiring in 2023
|
|||
Michael L. Hansen, 69
|
Mr. Hansen is a business investor who currently holds significant ownership interests in Jacsten Holdings LLC and Mid-States Contracting, Inc. 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.
|
2013
|
|
Stephen J. Schmidt, 59
|
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.
|
1979
|
|
Derek L. Tyus, 51
|
Mr. Tyus currently serves as Vice President and Chief Investment Officer of West Bend Mutual Insurance Company. He has been with West Bend since 2016. Before joining West Bend, Mr. Tyus was a director for
Northwestern Mutual Wealth Management Company. He has been in the insurance industry for 22 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
|
Name and Age
|
Offices and Positions with Waterstone Financial and WaterStone Bank
|
Executive
Officer Since |
William F. Bruss, 51
|
Executive Vice President since 2015, Chief Operating Officer (appointed 2013), General Counsel and Secretary, Waterstone Financial and WaterStone Bank
|
2005
|
Mark R. Gerke, 46
|
Executive Vice President since January 2020, Chief Financial Officer since February 2016, Chief Accounting Officer (appointed 2014), Senior Vice President, Waterstone Financial and WaterStone Bank since 2014, Controller 2005 to
February 2016
|
2016
|
Julie A. Glynn, 57
|
Chief Retail Officer of WaterStone Bank since March 2018, Senior Vice President - District Manager of Associated Bank since 2013
|
2018
|
Jeff R. McGuiness, 55
|
President and Chief Executive Officer of Waterstone Mortgage Corporation since November 2020. Prior to his role with Waterstone Mortgage Corporation, Chief Sales Officer, Embrace Home Loans – 2015 through November 2020, Chief Executive
Officer, Lenders One – 2012 to 2015.
|
2020
|
Director
|
Audit Committee
|
Compensation Committee
|
Executive Committee
|
Nominating and Corporate Governance Committee
|
Ellen S. Bartel
|
X
|
X
|
Chair
|
|
Thomas E Dalum
|
X
|
Chair
|
||
Michael L. Hansen
|
Chair
|
X
|
X
|
|
Patrick S. Lawton (Chair)
|
X
|
X
|
||
Kristine A. Rappé
|
X
|
Chair
|
||
Stephen J. Schmidt
|
X
|
X
|
Chair
|
|
Derek L. Tyus
|
X
|
X
|
X
|
•
|
to lead the search for individuals qualified to become members of the board of directors and to select director nominees to be presented for shareholder approval;
|
•
|
to review and monitor compliance with the requirements for board independence;
|
•
|
to review the committee structure and make recommendations to the board of directors regarding committee membership; and
|
•
|
to develop and recommend to the board of directors for its approval a set of corporate governance guidelines.
|
•
|
a statement that the writer is a shareholder and is proposing a candidate for consideration by the Nominating Committee;
|
•
|
the name and address of the shareholder as they appear on our books and number of shares of our common stock that are owned beneficially by such shareholder (if the shareholder is not a holder of record,
appropriate evidence of the shareholder’s ownership will be required);
|
•
|
the name, address and contact information for the candidate, and the number of shares of common stock that are owned by the candidate (if the candidate is not a holder of record, appropriate evidence of
the shareholder’s ownership should be provided);
|
•
|
a statement of the candidate’s business and educational experience;
|
•
|
such other information regarding the candidate as would be required to be included in the Proxy Statement pursuant to Securities and Exchange Commission Regulation 14A;
|
•
|
a statement detailing any relationship between us and the candidate;
|
•
|
a statement detailing any relationship between the candidate and any of our customers, suppliers or competitors;
|
•
|
detailed information about any relationship or understanding between the proposing shareholder and the candidate; and
|
•
|
a statement that the candidate is willing to be considered and willing to serve as a director if nominated and elected.
|
•
|
forward the communication to the director or directors to whom it is addressed;
|
•
|
attempt to handle the inquiry directly, i.e. where it is a request for information about us or it is a stock-related matter; or
|
•
|
not forward the communication if it is primarily commercial in nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal or otherwise inappropriate.
|
•
|
reviewed and discussed the audited financial statements for the year ended December 31, 2020 with management;
|
•
|
discussed with RSM US LLP, our independent registered public accounting firm, those matters which are required to be discussed under the applicable standards of the Public Company Accounting Oversight
Board (United States) (“PCAOB”); and
|
•
|
received the written disclosures and the letter from RSM US LLP required by PCAOB and has discussed with RSM US LLP its independence.
|
|
•
|
Meeting the Demands of the Market – We compensate our employees at competitive levels that position us as the employer of choice among our peers who provide similar financial services in the markets we serve.
|
|
•
|
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.
|
|
•
|
Driving Performance – We base compensation in part on the attainment of company-wide, business unit and individual targets that result in the achievement of both short-term and long-term financial objectives, while ensuring
sound risk management.
|
•
|
Competitive Base Salary;
|
•
|
Short-Term Cash-Based Incentives;
|
•
|
Equity Incentive Awards;
|
•
|
Broad-Based Welfare and Retirement Benefit Plans;
|
•
|
Perquisites; and
|
•
|
Executive Agreements.
|
✔
|
The Compensation Committee has engaged an independent compensation consultant.
|
✔
|
The Compensation Committee is composed solely of independent directors.
|
✔
|
We maintain stock ownership guidelines for our executive officers.
|
✔
|
We maintain stock ownership guidelines for our non-employee directors.
|
✔
|
We maintain a clawback policy for incentive compensation.
|
✔
|
We place restrictions on our directors and officers with respect to (i) holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan or (ii) engaging
in hedging transactions in the Company’s securities.
|
✔
|
We provide a say-on-pay advisory vote on an annual basis until the next required vote on the frequency of shareholder votes on executive compensation.
|
x
|
We do not encourage excessive risk-taking behavior through our compensation plans.
|
x
|
We do not reprice underwater stock options.
|
x
|
We do not grant options with an exercise price less than fair market value on date of grant.
|
x
|
We do not provide excessive perquisites to our NEOs.
|
x
|
We do not provide excise tax gross ups in our compensation plans or employment agreements.
|
x
|
We do not guarantee salary increases.
|
x
|
We do not provide for uncapped bonuses.
|
x
|
We do not provide for “single-trigger” benefits upon a change in control.
|
•
|
Bank Financial Corporation, Burr Ridge, IL
|
•
|
Cambridge Bancorp, Cambridge, MA
|
•
|
Civista Bancshares, Inc., Sandusky, OH
|
•
|
ESSA Bancorp, Inc., Stroudsburg, PA
|
•
|
Farmers & Merchants Bancorp, Inc., Archbold, OH
|
•
|
FS Bancorp, Inc., Mountlake Terrance, WA
|
•
|
Greene County Bancorp, Inc., Catskill, NY
|
•
|
HarborOne Bancorp, Inc., Brocton, MA
|
•
|
Hingham Institutions for Savings, Hingham, MA
|
•
|
Independent Bank Corporation, Grand Rapids, MI
|
•
|
Macatawa Bank Corporation, Holland, MI
|
•
|
Metropolitan Bank Holding Corporation, New York, NY
|
•
|
MVB Financial Corp., Fairmont, WV
|
•
|
RBB Bancorp, Los Angeles, CA
|
•
|
Sterling Bancorp, Inc., Southfield, MI
|
•
|
Territorial Bancorp Inc., Honolulu, HI
|
•
|
Chief Executive Officer 3x base salary
|
•
|
Chief Financial Officer 2x base salary
|
•
|
Other NEO’s 1x base salary
|
•
|
Directors 3x annual board cash retainer
|
Name and Principal Position
|
2020
($)
|
2019
($)
|
Change
($)
|
Change
(%)
|
Douglas S. Gordon
Chief Executive Officer of Waterstone Financial and WaterStone Bank
|
850,000
|
850,000
|
—
|
—
|
William F. Bruss
Chief Operating Officer and General Counsel of Waterstone Financial and WaterStone Bank
|
365,000
|
318,000
|
47,000
|
14.8%
|
Mark R. Gerke
Chief Financial Officer of Waterstone Financial and WaterStone Bank
|
250,000
|
206,000
|
44,000
|
21.4%
|
Julie A. Glynn
Chief Retail Officer of WaterStone Bank
|
225,000
|
190,500
|
34,500
|
18.1%
|
Jeff McGuiness
Chief Executive Officer and President of Waterstone Mortgage Corporation (1)
|
400,000
|
—
|
—
|
—
|
Performance Measure
|
Evaluated Against
|
Rationale
|
Earnings Per Share
|
Budget
|
Focuses management on achieving budgeted net income.
|
Commercial Loan Growth
|
Budget
|
Focuses management on enhancing franchise value through growth of the Commercial Real Estate and Commercial and Industrial segments of the loan portfolio.
|
Core Deposit Growth
|
Budget
|
Focuses management on less costly deposits and growth of business and retail checking and savings accounts, which will help to improve net interest margin.
|
Individual Performance
|
|
Contingent on individual achievement of strategic or operational non-financial objectives.
|
Target
|
||||
Name
|
Threshold ($)
|
Amount ($)
|
% of Annual Base Salary
|
Maximum ($)
|
Douglas S. Gordon
|
212,500
|
425,000
|
50%
|
637,500
|
William F. Bruss
|
91,250
|
136,875
|
37.5%
|
182,500
|
Mark R. Gerke
|
25,000
|
37,500
|
15%
|
50,000
|
Julie A. Glynn
|
45,000 | 67,500 | 30% | 90,000 |
Name
|
Earnings Per Share
|
Commercial Loan Growth
|
Core Deposit Growth
|
Individual Performance
|
Douglas S. Gordon
|
50%
|
20%
|
20%
|
10%
|
William F. Bruss
|
50%
|
20%
|
20%
|
10%
|
Mark R. Gerke
|
50%
|
20%
|
20%
|
10%
|
Julie A. Glynn
|
20%
|
20%
|
50%
|
10%
|
2020 Performance Measure
|
Threshold
|
Target
|
Maximum
|
Actual
|
Achievement as a % of Target
|
|||||||||||||||
Earnings Per Share
|
$
|
0.96
|
$
|
1.06
|
$
|
1.27
|
$
|
3.30
|
311
|
%
|
||||||||||
Commercial Loan Growth
|
1.10
|
%
|
2.20
|
%
|
4.00
|
%
|
1.37
|
%
|
62
|
%
|
||||||||||
Core Deposit Growth
|
3.00
|
%
|
4.50
|
%
|
7.00
|
%
|
45.41
|
%
|
712
|
%
|
Name
|
2020 Annual Incentive Payment ($)
|
% of 2020 Target Annual Incentive
|
Douglas S. Gordon
|
562,932
|
132.5%
|
William F. Bruss
|
166,490
|
121.6%
|
Mark R. Gerke
|
45,614
|
121.6%
|
Julie A. Glynn
|
82,105
|
121.6%
|
•
|
Align the interests of our officers with the interests of shareholders by linking the long-term value of the compensation to shareholder returns
|
•
|
Link each participant’s compensation to our long-term success through the appreciation of the stock price
|
•
|
Retention through longer vesting schedules and enhanced shareholder value due to the value of grants being tied to the trading price of our common stock
|
SUMMARY COMPENSATION TABLE
|
|||||||
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)(1)
|
All Other Compensation
($)(2)
|
Total
($)
|
Douglas S. Gordon
Chief Executive Officer of Waterstone Financial and WaterStone Bank
|
2020
2019
2018
|
850,000
850,000
850,000
|
562,932
181,688
—
|
—
—
—
|
—
—
—
|
63,026
187,986
137,899
|
1,475,958
1,219,674
987,899
|
William F. Bruss
Chief Operating Officer and General Counsel of Waterstone Financial and WaterStone Bank
|
2020
2019
2018
|
357,000
318,000
308,654
|
166,490
67,973
—
|
—
—
—
|
—
—
—
|
67,847
86,911
74,343
|
591,337
472,884
382,997
|
Mark R. Gerke
Chief Financial Officer of Waterstone Financial and WaterStone Bank
|
2020
2019
2018
|
242,000
206,000
197,308
|
45,614
44,033
—
|
—
—
—
|
—
—
—
|
72,667
61,353
56,949
|
360,281
311,386
254,257
|
Julie A. Glynn
Senior Vice President and Director of Retail of WaterStone Bank (3)
|
2020
2019
2018
|
219,000
190,500
132,192
|
82,105
73,343
40,000
|
—
—
—
|
—
—
72,800
|
57,996
24,629
4,162
|
359,101
288,472
249,154
|
Jeff McGuiness
President of Waterstone Mortgage Corporation (4)
|
2020
|
30,769
|
325,000
|
—
|
—
|
—
|
355,769
|
(1)
|
Reflects the aggregate grant-date fair value of the option awards granted during the year 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, 2020, 2019
and 2018 included in our Annual Report on Form 10-K for such years, as filed with the Securities and Exchange Commission.
|
(2)
|
A detailed breakdown of “All Other Compensation” for 2020 is provided in the table below.
|
(3)
|
Ms. Glynn initiated employment with the Company on March 26, 2018.
|
(4)
|
Mr. McGuiness initiated employment with the Company on November 16, 2020. The salary presented in the table reflects the amount paid of the $400,000 2020 base salary. The Employment
Agreement with Mr. McGuiness provided for a cash-based sign-on bonus in the amount of $325,000, which was paid by the Company on the date of the Company’s first regularly scheduled payroll of 2021. The sign-on bonus will not be
earned in full until December 31, 2023.
|
Name and Principal Position
|
401(k) Match
($)
|
Employee Stock Ownership Plan
($)
|
Automobile Expense Allowance
($)(2)
|
Restricted Stock Dividends
($)(1)
|
Total
($)
|
Douglas S. Gordon
|
2,811
|
53,970
|
6,245
|
—
|
63,026
|
William F. Bruss
|
2,941
|
53,970
|
10,936
|
—
|
67,847
|
Mark R. Gerke
|
2,497
|
53,970
|
840
|
15,360
|
72,667
|
Julie A. Glynn
|
2,078
|
53,970
|
2,078
|
—
|
57,996
|
Jeff R. McGuiness
|
—
|
—
|
—
|
—
|
—
|
REALIZED COMPENSATION
|
||||||
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Value Realized on Stock
Awards Vesting
($)
|
All Other Compensation
($)
|
Total
($)
|
Douglas S. Gordon
Chief Executive Officer of Waterstone Financial and WaterStone Bank
|
2020
2019
2018
|
850,000
850,000
850,000
|
562,932
181,688
—
|
—
839,500
885,000
|
63,026
187,986
137,899
|
1,475,958
2,059,174
1,872,899
|
William F. Bruss
Chief Operating Officer and General Counsel of Waterstone Financial and WaterStone Bank
|
2020
2019
2018
|
357,000
318,000
308,654
|
166,490
67,973
—
|
—
100,740
106,200
|
67,847
86,911
74,343
|
591,337
573,624
489,197
|
Mark R. Gerke
Chief Financial Officer of Waterstone Financial and WaterStone Bank
|
2020
2019
2018
|
242,000
206,000
197,308
|
45,614
44,033
—
|
59,720
67,640
71,600
|
72,667
61,353
56,949
|
420,001
379,026
325,857
|
Julie A. Glynn
Senior Vice President and Director of Retail of WaterStone Bank
|
2020
2019
2018
|
219,000
190,500
132,192
|
82,105
73,343
40,000
|
—
—
—
|
57,996
24,629
4,162
|
359,101
288,472
176,354
|
Jeff R. McGuiness
President of Waterstone Mortgage Corporation
|
2020
|
30,769
|
—
|
—
|
—
|
30,769
|
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2020
|
||||||
Option Awards
|
Stock Awards
|
|||||
Name
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
Option Exercise Price
($)
|
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 ($)
|
William F. Bruss
|
30,000
|
—
|
12.75
|
3/4/2025
|
—
|
—
|
Mark R. Gerke
|
10,000
|
—
|
12.75
|
3/4/2025
|
—
|
—
|
8,000
|
2,000 (1)
|
14.98
|
6/21/2026
|
—
|
—
|
|
Julie A. Glynn
|
12,000
|
8,000 (1)
|
17.35
|
3/20/2028
|
—
|
—
|
|
(1)
|
Options vest in five annual increments of 20% each beginning on the first anniversary of the grant date and subsequently on each anniversary of the date of the initial award.
|
OPTION EXERCISES AND STOCK VESTED
DURING THE YEAR ENDED DECEMBER 31, 2020
|
||||
Option Awards
|
Stock Awards
|
|||
Name
|
Number of Shares Acquired on Exercise (#)
|
Value Realized on Exercise ($)
|
Number of Shares Acquired on Vesting(#)
|
Value Realized on Vesting ($)
|
Douglas S. Gordon
|
118,628
|
142,896
|
—
|
—
|
Mark R. Gerke
|
3,292
|
51,487
|
4,000
|
58,720 (1)
|
|
(1)
|
Based on the $14.68 per share closing price of our common stock on June 22, 2020.
|
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
|
||||||||||||||||||||
Mr.
Gordon
|
Mr.
Bruss
|
Mr.
Gerke
|
Ms.
Glynn
|
Mr.
McGuiness
|
||||||||||||||||
Discharge Without Cause or Resignation With Good Reason — no Change
in Control
|
||||||||||||||||||||
Severance payment
|
$
|
3,739,551
|
(1)
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
400,000
|
(1)
|
||||||||
Medical, dental and life insurance benefits
|
36,344
|
(2)
|
—
|
—
|
—
|
—
|
||||||||||||||
Acceleration of vesting of stock options
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
Total
|
$
|
3,775,896
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
400,000
|
||||||||||
Discharge Without Cause or Resignation With Good Reason — Change in
Control Related
|
||||||||||||||||||||
Severance payment (lump sum)
|
$
|
6,141,471
|
(3)
|
$
|
—
|
$
|
—
|
$
|
225,000
|
(3)
|
$
|
400,000
|
(3)
|
|||||||
Medical, dental and life insurance benefits
|
54,516
|
(2)
|
—
|
—
|
—
|
—
|
||||||||||||||
Acceleration of vesting of stock options
|
—
|
—
|
7,680
|
(4)
|
17,640
|
(4)
|
—
|
|||||||||||||
Acceleration of vesting of restricted stock
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
Total
|
$
|
6,391,653
|
$
|
—
|
$
|
7,680
|
$
|
242,640
|
$
|
400,000
|
||||||||||
Disability
|
||||||||||||||||||||
Severance/disability payment
|
$
|
1,416,667
|
(5)
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
|||||||||
Acceleration of vesting of stock option
|
—
|
—
|
7,680
|
(4)
|
17,640
|
(4)
|
—
|
|||||||||||||
Acceleration of vesting of restricted stock
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
Total
|
$
|
1,416,667
|
$
|
—
|
$
|
7,680
|
$
|
17,640
|
$
|
—
|
||||||||||
Death
|
||||||||||||||||||||
Salary continuation payment
|
$
|
850,000
|
(6)
|
$
|
—
|
$
|
—
|
$
|
225,000
|
(6)
|
$
|
—
|
||||||||
Medical, dental and life insurance benefits
|
18,172
|
(6)
|
—
|
—
|
—
|
—
|
||||||||||||||
Acceleration of vesting of stock options
|
—
|
—
|
7,680
|
(4)
|
17,640
|
(4)
|
—
|
|||||||||||||
Acceleration of vesting of restricted stock
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
Total
|
$
|
868,172
|
$
|
—
|
$
|
7,680
|
$
|
242,640
|
$
|
—
|
•
|
The median of the annual total compensation of all employees of our company (other than our Chief Executive Officer), was $82,138; and
|
•
|
The annual total compensation of Mr. Gordon, our President and Chief Executive Officer was $1,473,801.
|
•
|
As of December 31 2020, our employee population consisted of approximately 828 employees, including any full-time, part-time, temporary,
or seasonal employees employed on that date.
|
•
|
To find the median of the annual total compensation of our employees (other than our CEO), we used wages from our payroll records as reported to the Internal Revenue
Service on Form W-2 for fiscal 2020. In making this determination, we annualized compensation for full-time and part-time permanent employees who were employed on
December 31, 2020, but did not work for us the entire year. No full-time equivalent adjustments were made for part-time employees.
|
•
|
We identified our median employee using this compensation measure and methodology, which was consistently applied to all our employees included in the calculation.
|
DIRECTOR COMPENSATION TABLE FOR THE YEAR ENDED DECEMBER 31, 2020
|
||
Name
|
Fees earned or paid in cash ($)
|
Total ($)
|
Ellen S. Bartel
Nominating Committee Co-chairman
|
18,000
|
18,000
|
Thomas E. Dalum
Compensation Committee Chairman
|
18,000
|
18,000
|
Michael L. Hansen
Audit Committee Chairman
|
24,000
|
24,000
|
Patrick S. Lawton
Chairman of the Board
|
30,000
|
30,000
|
Kristine A. Rappé
Executive Committee Chairman
|
18,000
|
18,000
|
Stephen J. Schmidt
Nominating Committee Co-chairman
|
18,000
|
18,000
|
•
|
WaterStone Bank employees volunteered over 570 hours for community organizations in 2020.
|
|
•
|
Bank employees have leadership roles with over 50 community organizations.
|
|
•
|
The WaterStone Bank Foundation awarded more than $750,000 in grants to more than 240 community organizations during 2020.
|
•
|
WaterStone Bank’s low carbon business model seeks to promote responsibility to all stakeholders.
|
|||
•
|
The Bank installs energy-efficient lighting and appliances in its premises.
|
|||
•
|
The Bank takes efforts to properly recycle paper, plastic, glass, and metal and produces materials with recycled paper.
|
|||
|
•
|
The Bank seeks to reduce consumption, including the utilization of electronic documents to reduce paper usage.
|
||
•
|
The Bank adopts technology that can reduce our carbon footprint, such as providing direct and remote deposit capabilities and promoting e-statement enrollment to
decrease paper and ink use.
|
|
You May Vote Your Proxy When You View The Material On The Internet. You Will Be Asked To Follow The Prompts To Vote Your Shares.
|
WATERSTONE FINANCIAL, INC.
c/o Continental Proxy Services – 30th Floor
1 State Street, New York NY 10004
|
|
Waterstone Financial, Inc.
11200 West Plank Court, Wauwatosa, WI 53226
|
|
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
to be held on
May 18, 2021
|
*Shareholders are cordially invited to attend the Annual Meeting and vote in person. At the meeting, you will need to request a ballot to vote your shares.
|
(1)
|
|
Electing two directors each to serve for a term expiring in 2024;
|
(2)
|
|
Ratifying the selection of RSM US LLP as Waterstone Financial, Inc.’s independent registered public accounting firm
|
(3)
|
Approving an advisory, non-binding resolution to approve the executive compensation described in the Proxy Statement; and
|
|
Transacting such other business as may properly come before the 2021 Annual Meeting or any adjournment or postponement thereof.
|
Your electronic vote authorizes the named proxies to vote your shares in the same
manner as if you marked, signed, dated, and returned the proxy card.
|
|
Vote Your Proxy on the
Internet:
Go to
http://www.cstproxyvote.com
Have your notice available when you
access the above
website. Follow the
prompts to vote
your shares.
|
Vote at the Meeting -
If you plan to attend the virtual online annual meeting,
you will need your 12 digit control number to vote
electronically at the meeting. To attend:
https://www.cstproxy.com/wsbonline/2021
|
|
CONTROL NUMBER
|
-
|
Annual Report for the year ended December 31, 2020
|
-
|
2021 Proxy Statement
|
-
|
the Proxy Card
|
|
- | Any amendments to the foregoing materials that are required to be furnished to shareholders |
ACCESSING YOUR PROXY MATERIALS ONLINE
Have this notice available when you request a paper copy of the proxy materials
or to vote your proxy electronically. You must reference your company ID., proxy
number, and account number.
|
|
REQUESTING A PAPER COPY OF THE PROXY MATERIALS
By telephone please call 1-888-221-0691,
or
By logging on to https://www.cstproxy.com/wsbonline/2021
or
By email at: proxy@continentalstock.com
Please include the company name and your control number in the subject line.
|
WATERSTONE FINANCIAL, INC.
|
|
Your phone or Internet vote authorizes the named
proxies to vote your shares in the same manner as if
you marked, signed and returned your proxy card.
Votes submitted electronically over the Internet or
by telephone must be received by 11:59 p.m., Eastern
Time, on May 17, 2021.
|
|
|
INTERNET -
www.cstproxyvote.com
Use the Internet to vote your proxy. Have
your proxy card available when you access
the above website. Follow the prompts to
vote your shares.
Vote at the Meeting -
If you plan to attend the virtual online annual meeting,
you will need your 12 digit control number to vote
electronically at the meeting. To attend:
https://www.cstproxy.com/wsbonline/2021
|
|
|
PHONE - 1 (866) 894-0536
Use a touch-tone telephone to vote your
proxy. Have your proxy card available when
you call. Follow the voting instructions to
vote your shares.
|
PLEASE DO NOT RETURN THE PROXY CARD IF YOU
ARE VOTING ELECTRONICALLY OR BY PHONE.
|
|
MAIL - Mark, sign and date your proxy
card and return it in the postage-paid
envelope provided.
|
PROXY
|
Please mark
your votes
like this
|
☒
|
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” ALL NOMINEES IN PROPOSAL 1, “FOR” PROPOSALS 2 AND 3, AND IN THE PROXIES’ DISCRETION ON ANY OTHER MATTERS COMING BEFORE THE MEETING. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS |
|
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR":
|
|
|
|
|
|
|||||
1. Election of Directors
|
FOR all
|
WITHOUT AUTHORITY
|
|
3. Approving an advisory, non-binding
|
FOR
|
|
|
|||
|
|
Nominees
listed to the
left
|
to vote (except as marked to
the contrary for all nominees
listed to the left)
|
|
resolution to approve the executive
compensation described in the Proxy
Statement.
|
☐
|
☐
|
☐
|
||
|
(1) Douglas Gordon
|
☐
|
☐
|
|
|
|
|
|
||
|
(2) Patrick Lawton
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
||
(Instruction: To withhold authority to vote for any individual nominee,
strike a line through that nominee's name in the list above)
|
|
The Board of Directors recommends a vote “FOR” all nominees in proposal 1, and “FOR” Proposals 2 and 3. | ||||||||
|
|
|
|
|
|
|
|
|
||
2. Ratifying the selection of RSM US
LLP as Waterstone Financial, Inc.'s
independent registered public
accounting firm.
|
FOR
☐
|
AGAINST
☐
|
ABSTAIN
☐
|
CONTROL NUMBER
|
||||||
|
|
|
|
Signature
|
|
Signature, if held jointly
|
|
Date
|
|
, 2021
|
WATERSTONE FINANCIAL, INC.
|
|
Your phone or Internet instruction authorizes the
ESOP Trustee to vote your shares in the same
manner as if you marked, signed and returned
your ESOP Vote Authorization form. Instructions
submitted electronically over the Internet or by
telephone must be received by 11:59 p.m., Eastern
Time, on May 11, 2021.
|
|
|
INTERNET/MOBILE -
www.cstproxyvote.com
Use the Internet to vote your proxy. Have
your proxy card available when you access
the above website. Follow the prompts to
vote your shares.
Vote at the Meeting -
If you plan to attend the virtual online annual meeting,
you will need your 12 digit control number to vote
electronically at the meeting. To attend:
https://www.cstproxy.com/wsbonline/2021
|
|
|
PHONE - 1 (866) 894-0536
Use a touch-tone telephone to transmit your
voting instructions. Have your ESOP Vote Authorization
Form available when you call. Follow the voting instructions
to vote your shares.
|
PLEASE DO NOT RETURN THE PROXY CARD
IF YOU ARE VOTING
ELECTRONICALLY OR BY PHONE.
|
|
MAIL - Mark, sign and date your proxy
card and return it in the postage-paid
envelope provided.
|
ESOP VOTE AUTHORIZATION FORM
|
Please mark
your votes
like this
|
☒
|
THIS ESOP VOTE AUTHORIZATION FORM WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” ALL NOMINEES IN PROPOSAL 1, AND “FOR” PROPOSALS 2 AND 3. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS ESOP VOTE AUTHORIZATION FORM WILL BE VOTED BY THE ESOP TRUSTEE IN THE BEST INTEREST OF PARTICIPANTS AND BENEFICIARIES OF THE ESOP. THIS ESOP VOTE AUTHORIZATION FORM IS SOLICITED BY THE ESOP TRUSTEE. |
|
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR":
|
|
|
|
|
|
|||||
1. Election of Directors
|
FOR all
|
WITHOUT AUTHORITY
|
|
3. Approving an advisory, non-binding
|
FOR
|
|
|
|||
|
|
Nominees
listed to the
left
|
to vote (except as marked to
the contrary for all nominees
listed to the left)
|
|
resolution to approve the executive
compensation described in the Proxy
|
☐
|
☐
|
☐
|
||
|
(1) Douglas Gordon
|
☐
|
☐
|
|
|
|
|
|
||
|
(2) Patrick Lawton
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
||
(Instruction: To withhold authority to vote for any individual nominee,
strike a line through that nominee's name in the list above)
|
|
The Board of Directors recommends a vote “FOR” all nominees in proposal 1, and “FOR” Proposals 2 and 3. | ||||||||
|
|
|
|
|
|
|
|
|
||
2. Ratifying the selection of RSM US
LLP as Waterstone Financial, Inc.'s
independent registered public
accounting firm.
|
FOR
☐
|
AGAINST
☐
|
ABSTAIN
☐
|
CONTROL NUMBER
|
||||||
|
|
|
|
Signature
|
|
|
|
Date
|
|
, 2021
|
WATERSTONE FINANCIAL, INC.
|
|
Your phone or Internet instruction authorizes the
401(k) Trustee to vote your shares in the same
manner as if you marked, signed and returned
your 401(k) Vote Authorization form. Instructions
submitted electronically over the Internet or by
telephone must be received by11:59 p.m., Eastern
Time, on May 11, 2021.
|
|
|
INTERNET -
www.cstproxyvote.com
Use the Internet to vote your proxy. Have
your proxy card available when you access
the above website. Follow the prompts to
vote your shares.
Vote at the Meeting -
If you plan to attend the virtual online annual meeting,
you will need your 12 digit control number to vote
electronically at the meeting. To attend:
https://www.cstproxy.com/wsbonline/2021
|
|
|
PHONE - 1 (866) 894-0536
Use a touch-tone telephone to transmit your
voting instructions. Have your 401(k) Vote Authorization
Form available when you call. Follow the voting instructions
to vote your shares.
|
PLEASE DO NOT RETURN THE PROXY CARD
IF YOU ARE VOTING
ELECTRONICALLY OR BY PHONE.
|
|
MAIL - Mark, sign and date your proxy
card and return it in the postage-paid
envelope provided.
|
401(k) VOTE AUTHORIZATION FORM
|
Please mark
your votes
like this
|
☒
|
THIS 401(k) VOTE AUTHORIZATION FORM WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” ALL NOMINEES IN PROPOSAL 1, AND “FOR” PROPOSALS 2 AND 3. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS 401(k) VOTE AUTHORIZATION FORM WILL BE VOTED BY THE 401(k) TRUSTEE IN THE BEST INTEREST OF PARTICIPANTS AND BENEFICIARIES OF THE 401(k). THIS 401(k) VOTE AUTHORIZATION FORM IS SOLICITED BY THE 401(k) TRUSTEE. |
|
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR":
|
|
|
|
|
|
|||||
1. Election of Directors
|
FOR all
|
WITHOUT AUTHORITY
|
|
3. Approving an advisory, non-binding
|
FOR
|
|
|
|||
|
|
Nominees
listed to the
left
|
to vote (except as marked to
the contrary for all nominees
listed to the left)
|
|
resolution to approve the executive
compensation described in the Proxy
|
☐
|
☐
|
☐
|
||
|
(1) Douglas Gordon
|
☐
|
☐
|
|
|
|
|
|
||
|
(2) Patrick Lawton
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
||
(Instruction: To withhold authority to vote for any individual nominee,
strike a line through that nominee's name in the list above)
|
|
The Board of Directors recommends a vote “FOR” all nominees in proposal 1, and “FOR” Proposals 2 and 3.
|
||||||||
|
|
|
|
|
|
|
|
|
||
2. Ratifying the selection of RSM US
LLP as Waterstone Financial, Inc.'s
independent registered public
accounting firm.
|
FOR
☐
|
AGAINST
☐
|
ABSTAIN
☐
|
CONTROL NUMBER
|
||||||
|
|
|
|
Signature
|
|
|
|
Date
|
|
, 2020
|
1 Year Waterstone Financial Chart |
1 Month Waterstone Financial Chart |
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