Waterstone Financial (WSBF) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 20, 2025, to elect one director, ratify the external auditor, and approve an advisory vote on executive compensation.

• Shareholders can vote electronically, by phone, or by mail, with detailed instructions provided.

• Proxy materials, including the annual report and proxy statement, are available online and by request.

Voting matters and shareholder proposals

• Proposals include electing one director for a term expiring in 2028, ratifying Forvis Mazars, LLP as auditor, and an advisory vote on executive compensation.

• Shareholders may submit proposals or director nominations for future meetings, following advance notice procedures.

• Each share of common stock is entitled to one vote; only shareholders of record as of March 26, 2025, may vote.

• Plurality voting applies for director elections; majority of votes cast required for auditor ratification and say-on-pay.

Board of directors and corporate governance

• The board consists of six members, with a majority classified as independent under NASDAQ standards.

• Ellen S. Bartel is nominated for re-election; other directors have diverse backgrounds in finance, education, and business.

• Board committees include Audit, Compensation, Executive, and Nominating, all composed of independent directors.

• Annual board and committee self-assessments are conducted to enhance governance.

• The board values diversity in skills, experience, and demographics.