WATERSTONE FINANCIAL INC (WSBF)
Sector: Financials
2026 Annual Meeting Analysis
WATERSTONE FINANCIAL INC · Meeting: May 19, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Directors to Serve for Terms Expiring in 2029
Ms. Mulroy joined the board in 2025, placing her within the 24-month new-director exemption from the TSR performance trigger, and she brings relevant technology, cybersecurity, and executive leadership experience from her role as EVP and Chief Administrative Officer at WEC Energy Group.
Mr. Schmidt has served since 2002 and the 3-year TSR trigger does not apply because WSBF's 3-year price return of approximately 47.9% is strongly positive and the gap versus QABA (the First Trust NASDAQ ABA Community Bank Index) is only -13.0 percentage points, well below the 65-percentage-point threshold required to trigger a vote against directors at this TSR level.
Mr. Tyus has served since 2021, his tenure meaningfully overlaps the measurement period, but the 3-year TSR gap versus QABA is only -13.0 percentage points, far below the 65-percentage-point threshold required to trigger a vote against given the company's strong positive absolute 3-year return, and he brings relevant finance and investment expertise.
All three nominees pass the TSR trigger test: WSBF's 3-year price return of approximately 47.9% is strongly positive, and the gap versus the QABA community bank benchmark is only -13.0 percentage points, far below the 65-percentage-point threshold required to vote against directors in the strong-positive TSR tier. Ms. Mulroy is additionally exempt as a director appointed within the past 24 months. No overboarding, attendance, independence, or familial-relationship concerns are flagged for any nominee. The board discloses a skills matrix, all committee members appear appropriately qualified, and attendance was 100% for all directors.
Say on Pay
✓ FORCEO
William F. Bruss
Total Comp
$785,156
Prior Support
92%%
The CEO's total compensation of $785,156 is modest and consistent with benchmark expectations for a CEO at a community bank with a market cap of approximately $346 million. The pay program includes meaningful performance conditions: cash bonuses are tied to pre-set financial targets (pre-tax income, asset quality, loan and deposit growth, expense management), and equity awards vest based on three-year return-on-average-assets performance, with the 2023 long-term equity plan awarding zero shares because the company fell short of the threshold. The prior year say-on-pay vote received over 92% support, the company maintains robust clawback policies, and stock ownership requirements align executive interests with shareholders, so no policy triggers are met that would require a vote against.
Auditor Ratification
✓ FORAuditor
Forvis Mazars, LLP
Tenure
3 yrs
Audit Fees
$429,414
Non-Audit Fees
$71,925
Forvis Mazars has served as auditor since 2023 (approximately 3 years), well below the 25-year tenure threshold that would raise independence concerns. The non-audit fees (tax compliance) of $71,925 represent about 17% of audit fees of $429,414, comfortably below the 50% threshold that would trigger a vote against, and the firm is a large national firm appropriate for a company of WSBF's size and complexity.
Overall Assessment
The 2026 Waterstone Financial annual meeting presents a straightforward ballot: all three director nominees pass the TSR performance test given the company's strong 3-year stock return and the narrow gap versus the QABA community bank benchmark, the auditor is newly tenured with clean fee ratios, and the executive pay program is modestly sized with genuine performance conditions including a long-term equity plan that paid out nothing for the 2023 cycle due to missed targets. No significant governance concerns are identified across any of the proposals.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing