Waterstone Financial (WSBF) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on May 19, 2026, with shareholders voting on director elections, auditor ratification, executive compensation, and the frequency of future say-on-pay votes.

• Proxy materials, including the 2025 Annual Report, are available online, and shareholders can vote electronically, by phone, or by mail.

• The record date for voting is March 25, 2026, with 18,161,733 shares of common stock outstanding.

Voting matters and shareholder proposals

• Shareholders will elect three directors for terms expiring in 2029.

• Ratification of Forvis Mazars, LLP as the independent registered public accounting firm is up for vote.

• Advisory votes will be held on executive compensation and the frequency of future say-on-pay votes, with the board recommending annual votes.

• Shareholder proposals and director nominations for the 2027 meeting must be submitted between February 17 and February 28, 2027.

Board of directors and corporate governance

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

• Directors are elected for staggered three-year terms; nominees for 2029 include Molly A. Mulroy, Stephen J. Schmidt, and Derek L. Tyus.

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

• The board conducts annual self-assessments and values diversity in skills, experience, and demographics.

• The chairman and CEO roles are separated, and the board is actively involved in risk oversight.