🧾 What This Document Is

This is a definitive proxy statement (DEF 14A). Think of it as the official "voter's guide" and invitation for Waterstone Financial's upcoming annual shareholder meeting. It explains what's on the ballot, who is running the company, how they are paid, and other key governance details you need to make informed votes.

👉 Why it matters: As a shareholder, this document tells you exactly what you're voting on and gives you the background to decide how to vote your shares. It's your window into the company's leadership and priorities.

🏢 What The Company Does

In simple terms… Waterstone Financial, Inc. (WSBF) is a bank holding company. Its main subsidiary is WaterStone Bank, which provides traditional banking services like taking deposits and making loans. The company also has a separate mortgage banking arm called Waterstone Mortgage Corporation.

Headquarters: 11200 W. Plank Ct., Wauwatosa, Wisconsin 53226
Contact: (414) 761-1000

🗳️ The Big Vote

Shareholders are being asked to vote on four main proposals at the virtual annual meeting on Tuesday, May 19, 2026, at 9:30 a.m. Central Time.

Elect Three Directors: Vote for Molly A. Mulroy, Stephen J. Schmidt, and Derek L. Tyus to serve until 2029.
Ratify the Auditor: Approve Forvis Mazars, LLP as the independent accounting firm for 2026.
Approve Executive Pay (Say-on-Pay): An advisory, non-binding vote on the compensation of top executives.
Set the Pay Vote Frequency: Decide if you want to vote on executive pay every one, two, or three years.

👉 Key Detail: The record date for voting was March 25, 2026. Only shareholders on the books by then could vote. There were 18,161,733 shares outstanding.

👥 Who's Running the Show

The board has nominated three directors for re-election. Here’s a quick look at their backgrounds:

Molly A. Mulroy (Age 50): Executive VP & Chief Administrative Officer at WEC Energy Group. Brings experience in IT, cybersecurity, and administration. First became a director in 2025.
Stephen J. Schmidt (Age 64): President of Schmidt and Bartelt Funeral and Cremation Services. Provides entrepreneurial and deep local community perspective. Has been a director since 2002.
Derek L. Tyus (Age 56): Executive VP & CFO of Versiti, Inc. Brings strong finance, investment, and risk management expertise. Has been a director since 2021.

The board also includes continuing directors like former CEO Douglas S. Gordon and investment banker Patrick S. Lawton. The board is supported by four key committees: Audit, Compensation, Executive, and Nominating/Governance.

💰 The Pay Packet

The document details how the top executives (Named Executive Officers or NEOs) are compensated. Pay is designed to be competitive and tied to company performance.

2025 Base Salaries (with a 3% raise from 2024):

William F. Bruss (CEO): $439,035
Mark R. Gerke (CFO): $300,760
Julie A. Glynn (Chief Retail Officer): $276,455
Ryan J. Gordon (Chief Credit Officer): $264,555
Jeffrey R. McGuiness (CEO of Mortgage Division): $463,500

Incentive Bonuses: Executives (except Mr. McGuiness) are eligible for annual cash bonuses. The target bonus for the CEO is 40% of his base salary ($175,615). Bonuses depend on hitting financial goals for community banking, mortgage banking, loan growth, and asset quality.

Clawback Policies: The company has policies to recover incentive pay if financial results are later restated.

🏦 The Major Shareholders

A few large investors hold significant stakes in the company.

Employee Plans: The WaterStone Bank Employee Stock Ownership Plan & 401(k) Plan is the largest holder, with 2,127,276 shares (12%).
Dimensional Fund Advisors LP: Holds 1,652,359 shares (9%).
BlackRock, Inc.: Holds 1,306,996 shares (7%).
Renaissance Technologies LLC: Holds 1,273,136 shares (7%).

👉 Why it matters: This shows the company has a mix of institutional investors and a strong employee ownership culture through its retirement plans.

🔮 What's Next

The meeting on May 19, 2026, will set the course for the coming year. Key outcomes will be:

Confirming the leadership team by electing directors.
Approving the auditor to ensure financial oversight continues smoothly.
Gauging shareholder sentiment on executive pay, which the board will consider in future decisions.
The board and management will continue focusing on their strategic goals in community banking and mortgage operations.

⚖️ Big Picture

Strengths (👍):

Stable Governance: The board is a mix of long-tenured members (like Mr. Schmidt with 20+ years) and newer directors with fresh expertise (like Ms. Mulroy and Ms. Piotrowski).
Clear Pay-for-Performance: Executive compensation is heavily tied to measurable financial targets like income and loan growth.
Active Shareholder Communication: The company conducts outreach and provides multiple ways (internet, phone, mail) for shareholders to participate and vote.

Risks (⚠️):

Interest Rate Sensitivity: As a bank, the company's profitability is highly dependent on the interest rate environment.
Competitive Market: It operates in the competitive financial services industry, needing to attract both customers and talent.
Regulatory Burden: Banks face significant and evolving regulatory requirements that add cost and complexity.

🧠 The Analogy

Think of this proxy statement as the owner's manual and itinerary for a group road trip. The "owners" (shareholders) are being asked to vote on the planned route (strategic direction), confirm the designated drivers (the board), and approve the plan for fuel and pit stops (auditor and compensation). The document gives you the map, the passenger list, and the proposed schedule so you can decide if you're on board.

🧩 Final Takeaway

This proxy statement is about continuity and shareholder voice. The company is proposing to keep its leadership and auditor largely the place while giving you, the shareholder, a formal chance to approve (or comment on) how its top executives are paid. It's a routine but essential check-up on the company's governance health.

Waterstone Financial, Inc. — DEF 14A Filing