WATERSTONE FINANCIAL, INC., DEF 14A filed on 4/9/2026
Proxy Statement (definitive)
v3.26.1
Cover
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Waterstone Financial, Inc.
Entity Central Index Key 0001569994
v3.26.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table

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.

 

   

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)

 

2025

  $ 785,156     $ 790,701     $ 517,594     $ 530,202     $ 128.77     $ 132.57     $ 26,402       1.19 %

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 %

 

 

1.

William F. Bruss was our PEO for 2025 and 2024, while Douglas S. Gordon was our PEO for 2023, 2022 and 2021. The individuals comprising the Non-PEO named executive officers for each year presented are listed below.

 

2021 2022

2023

2024

2025

William F. Bruss William F. Bruss

William F. Bruss

Mark R. Gerke

Mark R. Gerke

Mark R. Gerke Mark R. Gerke

Mark R. Gerke

Ryan J. Gordon

Ryan J. Gordon

Julie A. Glynn Julie A. Glynn

Ryan J. Gordon

Julie A. Glynn

Julie A. Glynn

Jeffrey R. McGuiness Jeffrey R. McGuiness

Julie A. Glynn

Jeffrey R. McGuiness

Jeffrey R. McGuiness

    Jeffrey R. McGuiness

 

 

 

 

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.

 

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.

   

 

       
PEO Total Compensation Amount $ 785,156 $ 714,583 $ 1,556,285 $ 1,341,589 $ 1,597,355
PEO Actually Paid Compensation Amount $ 790,701 673,173 1,391,309 1,219,309 1,559,400
Adjustment To PEO Compensation, Footnote

Compensation for PEO

 

2025

   

2024

   

2023

 

Total compensation as reported in the Summary Compensation Table (SCT)

  $ 785,156     $ 714,583     $ 1,556,285  

Exclusion of change in in pension value

                 

Exclusion of stock awards granted during the year

    (65,848 )     (63,932 )     (131,236 )

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

    71,393       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

                 

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

  $ 790,701     $ 673,173     $ 1,391,309  

 

       
Non-PEO NEO Average Total Compensation Amount $ 517,594 493,325 480,739 464,910 595,628
Non-PEO NEO Average Compensation Actually Paid Amount $ 530,202 479,591 433,348 423,514 598,819
Adjustment to Non-PEO NEO Compensation Footnote

Compensation for Non-PEO NEOs

 

2025

   

2024

   

2023

 

Total compensation as reported in the Summary Compensation Table (SCT)

  $ 517,594     $ 493,325     $ 480,739  

Exclusion of change in in pension value

                 

Exclusion of stock awards granted during the year

    (31,562 )     (45,719 )     (33,911 )

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

    24,874       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

    4,975       4,740       (9,144 )

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

    14,321       16,450       (4,336 )

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

  $ 530,202     $ 479,591     $ 433,348  

 

 

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, 2025. 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.

 

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 2025. This performance measure may not have been the most important financial performance measure for years 2024 and 2023 and we may determine a different financial performance measure to be the most important financial performance measure in future years.

       
Compensation Actually Paid vs. Total Shareholder Return

 

 

 

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 2021, 2022, 2023, 2024 and 2025.

 

capvtsr.jpg

 

       
Compensation Actually Paid vs. Net Income

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 2021, 2022, 2023, 2024, and 2025.

 

capvni.jpg

 

       
Compensation Actually Paid vs. Company Selected Measure

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 2021, 2022,  2023, 2024 and 2025.

 

 

capvraa_reup.jpg

 

       
Tabular List, Table

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:

 

 

 

Return on Average Assets;

 

 

Earnings Per Share; and

 

 

Total Shareholder Return.

 

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.

 

 

       
Total Shareholder Return Amount $ 128.77 99.12 86.9 84.24 123.92
Peer Group Total Shareholder Return Amount 132.57 132.6 96.65 97.52 124.06
Net Income (Loss) $ 26,402,000 $ 18,688,000 $ 9,375,000 $ 19,487,000 $ 70,791,000
Company Selected Measure Amount 0.0119 0.0084 0.0044 0.0096 0.032
PEO Name William F. Bruss William F. Bruss Douglas S. Gordon Douglas S. Gordon Douglas S. Gordon
Measure:: 1          
Pay vs Performance Disclosure          
Name Return on Average Assets        
Measure:: 2          
Pay vs Performance Disclosure          
Name Earnings Per Share        
Measure:: 3          
Pay vs Performance Disclosure          
Name Total Shareholder Return        
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ 0    
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (65,848) (63,932) (131,236)    
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 71,393 22,522 0    
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0    
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 (33,740)    
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0    
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0    
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0    
Non-PEO NEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0    
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (31,562) (45,719) (33,911)    
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 24,874 10,795 0    
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 14,321 16,450 (4,336)    
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,975 4,740 (9,144)    
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0    
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ 0    
v3.26.1
Recovery of Erroneously Awarded Compensation
12 Months Ended
Dec. 31, 2025
Restatement Determination Date:: 2025-12-31  
Erroneously Awarded Compensation Recovery  
Erroneous Compensation Analysis

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.