Michael L. Hansen
About Michael L. Hansen
Michael L. Hansen (age 74) is an independent director of Waterstone Financial, Inc. (WSBF). He is a CPA with 13 years of audit and tax experience at an international public accounting firm, and currently a business investor with significant ownership interests in Jacsten Holdings LLC. He has served on the WaterStone Bank board since 2003 and on the company’s board since its formation (predecessor federal corporation) in 2005, bringing deep financial, accounting, and entrepreneurial expertise; his current term runs through 2026 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International public accounting firm (not named) | Auditor/Tax professional (CPA) | 13 years | Foundational audit/financial reporting expertise applied to audit oversight |
| Various entrepreneurial investments | Business investor | Not disclosed | Brings owner-operator perspective to capital allocation and risk |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jacsten Holdings LLC | Significant owner/investor | Not disclosed | Private investing activity; no related-party transactions disclosed with WSBF |
| Public company boards (past 5 years) | — | — | None, other than Waterstone Financial |
Board Governance
- Independence and engagement
- The board determined Hansen is independent under Nasdaq standards; independent directors regularly meet in executive session without management .
- No director (including Hansen) attended fewer than 75% of board and applicable committee meetings in 2024; the board met 12 times in 2024 .
- Board leadership is separated: the Chairman is independent (Patrick S. Lawton) and has never been an officer/employee; the CEO is separate .
- Committee roles (as of Dec 31, 2024)
- Audit Committee Chair; designated “audit committee financial expert” under SOX/SEC rules; committee met 6x in 2024 .
- Member, Executive Committee (met 10x in 2024) .
- Member, Nominating & Corporate Governance Committee (met 1x in 2024) .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair; Audit Committee Financial Expert | 6 |
| Executive | Member | 10 |
| Nominating & Corporate Governance | Member | 1 |
Fixed Compensation (Director)
| Year (Comp period) | Cash Retainer ($) | Committee Fees ($) | Equity/Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 65,000 | 23,500 | — | 88,500 |
Notes:
- WSBF maintains director stock ownership guidelines of 3x annual board cash compensation; as of Dec 31, 2024, all directors were in compliance .
- Hedging/pledging restrictions apply to directors, prohibiting holding in margin accounts, pledging as collateral, and hedging transactions in Company securities .
Performance Compensation (Director)
- 2024 equity for directors: none granted to Hansen (stock awards “—” for 2024) .
- Outstanding legacy equity: Hansen held 12,500 vested but unexercised stock options as of Dec 31, 2024 (strike and expiry not disclosed in proxy) .
- No director-specific performance metrics apply to cash retainers/fees; equity for directors was not granted in 2024 .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlocks/Notes |
|---|---|---|---|
| Waterstone Financial, Inc. | Public | Director | Independent; Audit Chair |
| Other public company boards (past 5 years) | — | — | None |
| Compensation Committee interlocks | — | — | None reported |
Expertise & Qualifications
- Qualifications highlighted by the Board’s skills matrix for Hansen include: Financial Industry, Risk Management, Accounting, Corporate Governance/Ethics, Legal/Regulatory, HR/Compensation, Executive Experience, Investments, Operations, Strategic Planning; not designated for Technology/Cyber or M&A in the matrix .
- Formally designated Audit Committee Financial Expert, underscoring depth in financial reporting and audit oversight .
- Education: B.B.A., University of Notre Dame .
Equity Ownership
| Holder | Direct Shares | Indirect Shares | Options (Exercisable/Unexercisable) | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|---|
| Michael L. Hansen | 79,872 | 186,541 | 12,500 vested options (no 2024 stock awards) | 266,413 | 1.4% |
Additional alignment and safeguards:
- Director ownership guideline: 3x annual board cash compensation; all directors in compliance as of 12/31/24 .
- Company prohibits director hedging and pledging/margin of company stock, reducing alignment risks .
- Section 16(a) compliance: all directors timely filed during 2024 .
Governance Assessment
Key positives
- Independence and tenure: Hansen is independent and brings ~19 years of company board service with earlier bank board experience, ensuring institutional knowledge without reported attendance issues .
- Financial oversight strength: As Audit Chair and designated financial expert, Hansen leads a fully independent audit committee that met 6 times in 2024 and engages directly with the external auditor; this supports disclosure quality and risk oversight .
- Alignment: Material equity stake (266,413 shares, 1.4%) and compliance with stringent stock ownership guidelines; hedging/pledging prohibitions reduce misalignment risk .
- Clean related-party posture: No related-party transactions >$120k (other than ordinary-course loans on market terms), and independence determinations found no transactions impacting director independence .
- Shareholder support context: 2024 Say-on-Pay received >91% approval, reflecting supportive governance/compensation environment (while focused on executives, it informs broader investor confidence) .
Potential watchpoints
- Concentrated institutional knowledge: Long tenure alongside other long-tenured directors can risk insularity; however, board conducts annual self-assessments and maintains independent chair/regular independent sessions to mitigate .
- Family tie on board/executive team: Former CEO and continuing director Douglas S. Gordon is the father of current EVP/Chief Credit Officer (Ryan J. Gordon), which can raise independence optics; no related-party transactions were disclosed and Hansen remains independent .
- Director equity grants: No 2024 director equity for Hansen; while cash-only pay reduces dilution, absence of ongoing equity grants shifts alignment reliance to ownership guidelines and existing holdings (which Hansen meets/exceeds) .
Overall assessment
- Hansen enhances board effectiveness through robust audit leadership, CPA credentials, and significant share ownership. Policies on independence, anti-hedging/pledging, and absence of related-party transactions bolster investor confidence. The principal governance considerations relate to board tenure dynamics and a family relationship elsewhere on the board/executive ranks, both mitigated by structure (independent chair), practices (executive sessions and annual evaluations), and clear independence determinations for Hansen .