Lisa Cruz
About Lisa Cruz
Independent director at EWSB Bancorp, Inc.; founder and owner of Red Shoes, Inc., a marketing firm in Appleton, WI, overseeing financials, business development, and strategic planning. Age 53; director since 2016 (tenure ~8–9 years through 2024/2025). Core credentials emphasized by the board: local business knowledge and operating experience.
Past Roles
No prior roles beyond Red Shoes, Inc. are disclosed in the proxy.
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Red Shoes, Inc. (private; marketing) | Founder & Owner; oversees financials, business development, strategic planning | Not disclosed | Provides local market insight and operating experience to EWSB’s board |
Board Governance
- Independence: The board determined all directors except the CEO (Charles D. Schmalz) and Kay M. Dorow are independent; Lisa Cruz is independent.
- Board leadership: CEO also serves as Chairman; Lead Independent Director is Kenneth P. Demerath; independent directors hold executive sessions at least twice per year.
- Attendance: In 2024, no director attended fewer than 75% of board and committee meetings on which they served.
| Committee | Membership (Lisa Cruz) | Chair | Meetings in 2024 |
|---|---|---|---|
| Audit | No | Kenneth P. Demerath | 1 |
| Compensation | Yes | Lori Hoersch | 2 |
| Governance & Nominating | Yes | Steve Tyink | — (not specified) |
- Committee independence and expertise: Audit Committee includes an SEC-defined “financial expert” (Kenneth P. Demerath, CPA). Kay M. Dorow serves on Audit as a non-independent director permitted under charter/Nasdaq standards; Compensation Committee consists only of independent directors.
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| 2024 | 28,500 | — | 28,500 |
- Deferred Fee Plan available to directors (optional deferral of fees at board-set interest rates).
Performance Compensation
- No performance-based director compensation disclosed for 2024 (no cash incentive, RSUs/PSUs, or options for directors). Company states it has not historically granted stock options and granted none in 2024; restricted stock or other awards are not disclosed for directors.
Other Directorships & Interlocks
- No other public company directorships for Lisa Cruz are disclosed in the proxy; external role is the private company Red Shoes, Inc.
Expertise & Qualifications
- Local business community knowledge; operating experience in building and running a marketing firm, including oversight of financials and strategic planning.
- Board’s director selection criteria emphasize financial/regulatory/business experience, integrity, time commitment, independence, diversity, and equity holdings; applied in renominations.
Equity Ownership
| As of Apr 2, 2025 | Shares Beneficially Owned | Percent of Shares Outstanding |
|---|---|---|
| Lisa Cruz | 7,500 | <1% |
| Shares Outstanding | 752,538 | — |
- Hedging/pledging: Directors, officers, and employees are prohibited from hedging; pledging is generally prohibited (non-margin pledges require Board-approved exception; no exceptions have been approved).
- Options/equity awards: No stock options granted in 2024.
- ESOP context: As of Apr 2, 2025, ESOP had 52,678 shares; participants had not yet received allocations (deemed one share for voting instruction purposes).
Governance Assessment
- Board effectiveness: Cruz is independent and serves on Compensation and Governance & Nominating—committees central to pay, nomination quality, and governance. Compensation met twice in 2024; Governance meetings not specified; Audit met once—monitor whether meeting cadence increases post-IPO to support robust oversight.
- Alignment: Cash-only director compensation ($28,500) is modest; ownership of 7,500 shares supports alignment; hedging prohibited and pledging tightly restricted with no exceptions approved.
- Conflicts/related-party exposure: Proxy discloses loans to directors/officers made in ordinary course at market terms and compliant with federal banking regulations; no unfavorable features or other related-party transactions disclosed involving Cruz or her firm.
- Independence signals: Lead Independent Director in place and executive sessions at least twice annually mitigate combined CEO/Chair structure.
Red Flags to Monitor
- Combined CEO/Chair structure increases reliance on committee rigor and lead independent oversight; ensure Compensation and Governance committees maintain strong engagement.
- Non-independent director on Audit (permitted) warrants continued attention to independence safeguards and the Audit Committee’s processes.
- Limited 2024 committee meeting counts (Audit: 1; Compensation: 2) during IPO/conversion period—watch for post-IPO normalization to higher oversight cadence.