Stephen J. Schmidt
About Stephen J. Schmidt
Stephen J. Schmidt (age 63) is an independent director of Waterstone Financial, Inc. (WSBF), serving since 2002 on the Bank board and since 2005 on the Company’s predecessor, with his current board term expiring in 2026. He is President of Schmidt and Bartelt Funeral and Cremation Services, with an Associate’s Degree from the New England Institute and a B.A. from the University of Wisconsin–Stevens Point; the board cites his entrepreneurial experience and community relationships as key qualifications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schmidt and Bartelt Funeral and Cremation Services | President | Not disclosed | Brings entrepreneurial experience and local community relationships to WSBF board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None (public company boards other than WSBF) | — | — | The proxy states no director served as a director of a publicly-held entity in the past five years other than WSBF |
Board Governance
- Independence: The board determined Schmidt is “independent” under NASDAQ rules; a majority of the board is independent .
- Attendance: In 2024, the board met 12 times (Company and Bank), and no director attended fewer than 75% of combined board and committee meetings; directors were encouraged to attend the annual meeting and the seven directors serving at that time were present .
- Committee assignments (all committees comprised entirely of independent directors):
- Compensation Committee: Member
- Executive Committee: Member
- Nominating & Corporate Governance Committee: Co‑Chair
- Audit Committee: Not a member
- Board leadership: Chair is independent (Patrick S. Lawton), and independent directors hold executive sessions .
Fixed Compensation
| Year | Annual Board Retainer (Cash) | Committee Fees (Cash) | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|---|
| 2024 | $65,000 | $10,000 | $0 | $75,000 |
Performance Compensation
- Non-employee directors receive cash retainer and committee fees; no performance-based pay metrics or director equity grants were awarded to Schmidt in 2024 (stock awards column shows “—”) .
- Company-wide clawback and hedging/pledging restrictions apply to directors/officers (risk controls): clawbacks for executive incentive compensation; directors/officers prohibited from pledging/margin accounts and from hedging in Company securities .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| WSBF (Waterstone Financial) | Director | Compensation (Member); Executive (Member); Nominating & Governance (Co-Chair) | No other public company directorships; no committee interlocks—Compensation Committee interlocks/insider participation: none |
Expertise & Qualifications
- Board biography highlights entrepreneurial leadership and extensive community relationships aligned with WSBF markets .
- The board’s skills matrix identifies governance, HR/compensation, executive experience, strategic planning and risk oversight as core board competencies; all directors possess governance and executive experience per the matrix overview .
Equity Ownership
| As of | Shares Owned Directly | Indirect/Options | Total Beneficial Ownership | Percent of Shares Outstanding | Ownership Guidelines Compliance | Pledging/Hedging |
|---|---|---|---|---|---|---|
| Mar 26, 2025 | 70,078 | — (beneficial ownership table does not list indirect for Schmidt) | 70,078 | <1% (Company states “Less than 1%”) ; outstanding shares 19,294,731 | Directors required to hold ≥3x annual cash retainer; all directors in compliance as of Dec 31, 2024 | Directors/officers prohibited from pledging/margin accounts and hedging Company securities |
| Dec 31, 2024 (options status) | — | 100,000 vested but unexercised stock options | — | — | — | — |
Note: The beneficial ownership table shows Schmidt’s total shares and “less than 1%” for his percentage; the Company confirms director ownership guideline compliance as of year-end 2024 .
Governance Assessment
- Committee leadership and workload: Serving as Co‑Chair of Nominating & Corporate Governance and member of Compensation and Executive committees indicates meaningful engagement in board effectiveness, succession, governance standards, and credit/loan oversight processes .
- Independence and attendance: Independent status with no attendance shortfalls; regular independent sessions—positive for board effectiveness .
- Compensation alignment: Modest, cash-heavy director pay ($75,000 for 2024) with no 2024 stock grants; equity ownership supported by past vested options and guideline compliance; directors subject to stringent pledging/hedging bans—a favorable alignment signal .
- Conflicts/related party exposure: Proxy reports no related-party transactions >$120,000 involving directors since Jan 1, 2024, other than ordinary-course loans on market terms; board vets any such transactions—no flagged conflicts linked to Schmidt .
- Compensation committee governance: Schmidt serves on an all‑independent Compensation Committee; the committee engages an independent consultant (Meridian) and eschews problematic practices (no option repricing, no excise tax gross-ups, no single-trigger CIC benefits)—positive governance signals .
- Shareholder sentiment: Say-on-pay passed in 2025 (12,977,351 For; 928,485 Against; 123,967 Abstain) and 2024 approval exceeded 91%, indicating stable investor support for compensation governance .
Supplemental Voting and Committee Context
| Item | 2025 Voting Result | Notes |
|---|---|---|
| Director election (Ellen S. Bartel) | 12,079,443 For; 1,950,360 Withheld | Board class election for term expiring 2028 |
| Auditor ratification (Forvis Mazars, LLP) | 16,232,100 For; 236,065 Against; 17,840 Abstain | Current auditor |
| Say‑on‑Pay (advisory) | 12,977,351 For; 928,485 Against; 123,967 Abstain | Prior year approval >91% |
Risk Indicators & Red Flags
- Pledging/hedging restriction mitigates alignment risk; no pledging disclosed for Schmidt .
- No related-party transactions >$120k involving directors, reducing conflict risk .
- No Section 16(a) delinquencies reported for directors in 2024 .
- Option repricing not permitted; excise tax gross-ups not provided; clawbacks in place for executive incentives—favorable governance posture .
Compensation Committee Analysis
- Members: Patrick S. Lawton (Chair), Ellen S. Bartel, Stephen J. Schmidt, Derek L. Tyus—each independent; seven meetings held in 2024 .
- Consultant: Meridian Compensation Partners engaged directly by the committee as independent advisor; provides peer benchmarking and design input (committee retains decision authority) .
- Practices: Ownership guidelines for directors (3x retainer), clawbacks, and restrictions on pledging/hedging; no option repricing; no single-trigger CIC—best-practice alignment .
Related-Party Transactions
- Policy requires arm’s-length terms; deposits and ordinary-course loans to directors on market terms; since Jan 1, 2024, no transactions >$120,000 involving directors were reported—no Schmidt-specific related-party exposure disclosed .
Notes on Board Changes (Context)
- Executive Committee Chair Kristine A. Rappé did not stand for re-election in 2025; service ended at the 2025 Annual Meeting (committee composition otherwise intact) .
- Michael L. Hansen announced retirement from the board (effective Dec 31, 2025) and stepped down as Audit Chair in Oct 2025; Audit Chair role transitioned to Laura Piotrowski—no disagreements cited . This does not alter Schmidt’s committee roles per disclosed records .