Ellen S. Bartel
About Ellen S. Bartel
Independent director of Waterstone Financial, Inc. (WSBF); age 70; on the WaterStone Bank board since 2013 and the WSBF board since 2014. Former President of Divine Savior Holy Angels (DSHA) High School (1998–2018) and former VP of Institutional Advancement at Alverno College; B.A. and M.S.A. from the University of Notre Dame. Currently serves on the Audit Committee, Compensation Committee, and is Co‑Chair of the Nominating & Corporate Governance Committee; the Board has determined she is independent under Nasdaq standards, and no director (including Bartel) attended fewer than 75% of applicable meetings in 2024. The Board consists of a majority of independent directors and independent directors regularly meet in executive session without management present .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Divine Savior Holy Angels (DSHA) High School | President | 1998–2018 | Balanced budget 18 consecutive years; endowment growth from < $1M to > $14M; 19 consecutive years with wait‑list for incoming class . |
| Alverno College | Various roles; most recent: VP of Institutional Advancement | 1986–1997 (VP 1994–1997) | Institutional advancement leadership . |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| — | — | — | The proxy states none of the current directors served on a publicly‑held company board during the past five years (other than WSBF) . |
Board Governance
- Committee assignments (all independent committees): Audit Committee member; Compensation Committee member; Nominating & Corporate Governance Committee Co‑Chair. Not on Executive Committee .
- Independence: Determined independent by the Board under Nasdaq standards; no transactions affected independence .
- Attendance and engagement: Board met 12 times for WSBF and 12 times for WaterStone Bank in 2024; Audit (6 meetings), Compensation (7), Executive (10), Nominating (1). No director attended fewer than 75% of aggregate Board and committee meetings on which they served. Independent directors regularly meet without management .
- Board leadership: Independent Chairman (Patrick S. Lawton); Chair and CEO roles separated; structure intended to balance authority between management and the Board .
- Shareholder voice: Say‑on‑pay support exceeded 91% at the 2024 annual meeting .
Fixed Compensation
| Component (Director, 2024) | Amount |
|---|---|
| Annual Board retainer and meeting fees (cash) | $65,000 (Bartel) |
| Committee fees (cash) | $10,000 (Bartel) |
| Equity awards (grant‑date fair value) | $0 (Bartel, 2024) |
| Total (cash + equity) | $75,000 (Bartel) |
As of 12/31/2024, Ms. Bartel held 25,000 vested but unexercised stock options (legacy awards) .
Performance Compensation
| Policy/Metric | Detail |
|---|---|
| Performance‑based director pay | WSBF does not use performance‑based pay for non‑employee directors; no 2024 equity grant to Bartel . |
| Stock ownership guidelines (Directors) | 3x annual board cash compensation; five‑year compliance window; all directors in compliance as of 12/31/2024 . |
| Clawbacks | Two clawback policies covering erroneously awarded incentive‑based compensation upon accounting restatements (three‑year lookback) . |
| Hedging/Pledging | Directors and officers are restricted from pledging WSBF securities and from hedging transactions; restrictions on margin accounts/pledging in place . |
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Other current public company boards (past 5 years) | None (other than WSBF) . |
| Compensation Committee interlocks | None among members (Bartel is a member) . |
| Potential competitive/customer/supplier interlocks | Not disclosed; Board notes no transactions affecting independence for independent directors . |
Expertise & Qualifications
- Background in financial management and human resources from leading a large educational institution; provides perspective on budgeting, endowment stewardship, and organizational development .
- Audit Committee member; Board deems Audit Committee members financially literate; Board maintains annual self‑assessment and skills matrix to align director skills to strategy .
- Education: B.A. and M.S.A., University of Notre Dame .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 15,000 shares directly; <1% of shares outstanding . |
| Options | 25,000 vested but unexercised stock options as of 12/31/2024 . |
| Ownership guidelines compliance | Company states all directors were in compliance as of 12/31/2024 . |
| Pledging/Hedging | Company policy restricts pledging and hedging by directors/officers . |
Insider Trades and Section 16 Compliance
| Item | 2024 Status |
|---|---|
| Section 16(a) filing compliance | Company states all directors and officers complied with filing requirements on a timely basis for 2024 . |
Governance Assessment
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Positives for investor confidence:
- Independent, long‑tenured director with leadership experience, serving on key oversight committees (Audit and Compensation) and co‑chairing Nominating & Governance; Board independence and executive sessions in place .
- Strong director alignment policies: 3x retainer ownership guideline (all compliant), clawbacks, and prohibitions on hedging/pledging; robust say‑on‑pay support (>91% in 2024) .
- Attendance: No director fell below 75%; regular committee activity, including seven Compensation and six Audit meetings .
- No related‑party transactions involving directors >$120,000; independent directors’ independence not impaired by transactions .
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Watch items / context:
- Legacy option overhang: 25,000 vested but unexercised options for Bartel; while common in historical plans, options can create different risk/return incentives than full‑value director equity; however, no new 2024 equity grant to Bartel and ownership guidelines are met .
- Nominating & Governance held one meeting in 2024; typical for community banks but worth monitoring for board refreshment cadence and skills alignment as strategy evolves .