William F. Bruss
About William F. Bruss
William F. Bruss, 55, is Chief Executive Officer of Waterstone Financial, Inc. and WaterStone Bank (appointed January 5, 2024), after serving as President since January 2022, Chief Operating Officer from 2013–2023, and previously General Counsel and Secretary; he has been an executive officer since 2005 . Under WSBF’s pay-versus-performance disclosure, 2024 net income was $18.7 million with Return on Average Assets (ROAA) of 0.84%, and cumulative TSR improved to $99.12 from $86.90 in 2023 (base $100, dividend-reinvested series) . The Company emphasizes ROAA, EPS, and TSR as key performance measures for linking pay to performance . Say‑on‑pay support at the 2024 annual meeting exceeded 91%, indicating strong shareholder backing of the compensation program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Waterstone Financial & WaterStone Bank | Chief Executive Officer | 2024–present | Elevated to CEO following long tenure in operations and legal roles . |
| Waterstone Financial & WaterStone Bank | President | 2022–present | Leadership of holding company and bank since Jan 2022 . |
| Waterstone Financial & WaterStone Bank | Chief Operating Officer | 2013–2023 | Led bank and holdco operations during mortgage banking cycle volatility . |
| Waterstone Financial & WaterStone Bank | General Counsel and Secretary | Prior to 2013 | Legal and governance leadership; long-tenured executive since 2005 . |
External Roles
- No external public-company directorships or outside roles for Mr. Bruss are disclosed in the Named Executive Officers section of the 2025 DEF 14A .
Fixed Compensation
- Base salary increased 10% in 2024 as part of CEO transition; perquisites primarily ESOP allocation and automobile allowance .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 376,000 | 387,500 | 426,250 |
| Stock Awards ($) | 56,405 | 58,121 | 63,932 |
| Non-Equity Incentive Plan ($) | 82,720 | 140,738 | 167,514 |
| All Other Compensation ($) | 74,315 | 68,232 | 56,887 |
| Total ($) | 629,440 | 654,591 | 714,583 |
2024 All Other Compensation detail:
| Component | 2024 Amount ($) |
|---|---|
| 401(k) Match | 848 |
| ESOP Allocation | 44,122 |
| Automobile Allowance | 11,917 |
| Total | 56,887 |
Performance Compensation
Annual Incentive Plan (AIP) – design, targets, results, payout
- Target AIP opportunity for 2024: $170,500 (40% of salary); threshold $106,563; maximum $234,438 . Actual payout: $167,514 (98.2% of target) .
| AIP Summary (2024) | Threshold ($) | Target ($) | Target (% of Salary) | Maximum ($) | Actual Payout ($) | % of Target |
|---|---|---|---|---|---|---|
| William F. Bruss | 106,563 | 170,500 | 40.0% | 234,438 | 167,514 | 98.2% |
- AIP performance metrics, weightings (per proxy) and 2024 actual vs targets:
| Metric | Weighting (Bruss) | 2024 Threshold | 2024 Target | 2024 Maximum | 2024 Actual | Achievement vs Target |
|---|---|---|---|---|---|---|
| Community Banking Segment Pre‑Tax Income | 30% | 17,500 | 18,400 | 30,000 | 21,844 | 118.7% |
| Mortgage Banking Segment Pre‑Tax Income | 10% | 0 | 3,500 | 8,000 | 1,886 | 53.9% |
| Asset Quality (ratio) | 10% | 0.45% | 0.30% | 0.15% | 0.18% | 166.7% |
| Commercial Loan Growth ($000s) | 15% | 12,500 | 25,000 | 50,000 | 48,671 | 194.7% |
| Core Deposit Growth ($000s) | 15% | 0 | 7,500 | 15,000 | (9,771) | N/M |
| Expense Management (non‑interest exp/avg assets) | 10% | 1.50% | 1.40% | 1.30% | 1.41% | 99.3% |
| Individual Performance | 10% | N/A | N/A | N/A | N/A | N/A |
- AIP governance: metrics tied to budget/peer context; committee retains discretion for individual objectives; hedging/pledging are restricted; clawbacks apply .
Long‑Term Incentive (LTI) – structure, grants, vesting, performance
- LTI vehicle: performance‑based restricted stock with 3‑year performance period; performance goal is three‑year ROAA; 0–150% payout; double‑trigger vesting on change‑in‑control (CIC) with involuntary termination; target grant sizing as % of base salary .
- 2024 target LTI for Bruss: $42,625 (10% of salary); threshold $21,313; maximum $63,938 .
- 2024 grant on 2/27/2024: threshold 1,693 shares; target 3,386; maximum 5,078; grant‑date fair value $63,932; vests based on 2024–2026 ROAA and service through 2/27/2027 .
- Most recent completed cycle (2022 award, perf. 2022–2024): ROAA 0.75% vs 1.00% threshold; payout 0% (no shares vested) .
| LTI Details | Metric | Period | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|---|---|
| Plan design | ROAA | 3‑year | Threshold set; 0% payout below threshold | Target vesting at 100% | Up to 150% | N/A | 0–150% depending on ROAA |
| 2024 Award (Bruss) | ROAA | 2024–2026 | $21,313 | $42,625 | $63,938 | TBD | TBD (vests 2/27/2027) |
| 2022 Cycle (all NEOs) | ROAA | 2022–2024 | 1.00% | 1.35% | 1.70% | 0.75% | 0% (no shares) |
Equity Ownership & Alignment
- Beneficial ownership (record date 3/26/2025): 117,354 total shares (37,828 direct; 79,526 indirect), less than 1% of outstanding; shares outstanding were 19,294,731 . Approximate ownership is ~0.61% (calc. from 117,354/19,294,731) .
- Stock ownership guidelines: CEO 3x base salary; NEOs employed ≥5 years were in compliance as of 12/31/2024; hedging and pledging by directors and officers are restricted .
- Outstanding unvested equity and vesting schedule (12/31/2024 close $13.44 used for market value):
| Grant | Instrument | Unvested Shares | Market Value ($) | Vesting Date |
|---|---|---|---|---|
| 3/1/2022 award | Restricted stock | 2,903 | 39,016 | 3/3/2025 |
| 2/21/2023 award | Restricted stock | 3,628 | 48,760 | 2/21/2026 |
| 2/27/2024 award | Performance‑based RS | 5,078 (max) | 68,248 | 2/27/2027 (subject to ROAA) |
- Options: None outstanding for Mr. Bruss (as of 12/31/2024) .
- Ownership/control: No pledging allowed; clawbacks in place for restatements under multiple policies .
Employment Terms
- Employment agreement: The proxy discloses an executive employment agreement for the mortgage subsidiary CEO (McGuiness); no individual employment agreement for Mr. Bruss is described .
- Change‑in‑control/termination economics: Equity awards provide automatic vesting upon involuntary termination following a change in control (double‑trigger); for Mr. Bruss, estimated acceleration value $158,928 under CIC scenario (based on $13.28 price on 12/29/2024), and $40,817 under death/disability (performance/time‑based assumptions per footnote) .
- Clawbacks: Company maintains both a discretionary clawback tied to restatements and an SEC‑mandated recovery policy for incentive‑based compensation over the prior three completed fiscal years .
- Hedging/pledging: Directors and officers are restricted from holding WSBF securities on margin or pledging as loan collateral and from engaging in hedging transactions .
Compensation Structure vs. Performance Metrics
- AIP focuses on balanced bank profitability, asset quality, growth (commercial loans, core deposits), expense discipline, and mortgage segment profitability versus budget, with defined weights (Bruss: CB pre‑tax 30%, MB pre‑tax 10%, Asset Quality 10%, Commercial Loan Growth 15%, Core Deposit Growth 15%, Expense 10%, Individual 10%) .
- LTI uses three‑year ROAA with 0–150% vesting, aligning with long‑term profitability targets; the 2022–2024 cycle paid 0% given below‑threshold ROAA, indicating rigor in performance hurdles .
Compensation Peer Group (benchmarking context)
- 2024 peer group included 16 regional/mortgage‑exposed banks (e.g., BankFinancial, Civista, FS Bancorp, HomeStreet, Metropolitan Bank Holding, Territorial Bancorp), with asset sizes ~$1.4–$8.1B and market caps ~$85–$625MM; used to assess CEO, CFO, CCO, CRO pay opportunities .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support exceeded 91%; Company conducts annual say‑on‑pay and shareholder outreach; compensation committee is independent and uses an independent consultant (Meridian) .
Performance & Track Record
| Year | Net Income ($000) | ROAA | Company TSR (start $100) | Peer Index TSR (KBW NASDAQ Bank) |
|---|---|---|---|---|
| 2022 | 19,487 | 0.96% | 84.24 | 97.52 |
| 2023 | 9,375 | 0.44% | 86.90 | 96.65 |
| 2024 | 18,688 | 0.84% | 99.12 | 132.60 |
Notes: Mr. Bruss became CEO on January 5, 2024; 2024 results reflect improved profitability and TSR versus 2023 within a still‑below‑peer TSR since 2020 baseline .
Risk Indicators & Red Flags
- Clawbacks in place; no excise tax gross‑ups; no single‑trigger CIC benefits; no option repricing; restrictions on pledging/hedging; strong say‑on‑pay support—all mitigate governance risk .
- 2022–2024 LTI cycle paid 0%, reflecting challenging ROAA performance over the period; however, 2024 AIP paid near target on stronger community bank profitability and commercial loan growth, offset by mortgage underperformance and negative core deposit growth .
Equity Ownership & Alignment (Summary Table)
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 117,354 shares (37,828 direct; 79,526 indirect) |
| % of Shares Outstanding | ~0.61% (117,354 / 19,294,731; calc.) |
| Unvested RS/PS | 2,903 (3/1/2022 grant); 3,628 (2/21/2023 grant); 5,078 max (2/27/2024 perf award) |
| Options | None outstanding (Bruss) |
| Ownership Guidelines | CEO 3x salary; all long‑tenured NEOs compliant as of 12/31/2024 |
| Hedging/Pledging | Restricted for directors and officers |
Employment Terms (Summary Table)
| Scenario | Cash Severance | Equity Acceleration | Other |
|---|---|---|---|
| CIC + Involuntary Termination (Double Trigger) | None disclosed for Bruss | $158,928 acceleration est. (value at $13.28/share) | Equity auto‑vests under CIC termination provisions |
| Death/Disability | None disclosed for Bruss | $40,817 acceleration est. | — |
| No‑CIC Termination | None disclosed for Bruss | Not indicated | — |
| Clawback | — | Applies to incentive comp under restatement policies | — |
Investment Implications
- Alignment: High portion of at‑risk pay (AIP and LTI) tied to profitability, asset quality, and ROAA; hedging/pledging restrictions and ownership guidelines enhance alignment; say‑on‑pay support >91% suggests low compensation‑governance overhang .
- Rigor and momentum: 2022–2024 LTI paid 0% (ROAA miss), but 2024 AIP paid ~98% of target on stronger community bank profitability and commercial loan growth; watch sustainability of deposit growth and mortgage profitability into the next cycle .
- Retention and selling pressure: No cash severance disclosed for the CEO, with value concentrated in unvested equity; notable vesting dates in 2025, 2026, and 2027 could create episodic supply from vesting, though no pledging allowed and options are not a factor for Bruss .
- Peer benchmarking: Peer set includes banks with mortgage and real estate exposure; compensation opportunities are market‑aware, reducing pay inflation risk from inappropriate peer selection .
- Performance lens: Since CEO transition (1/5/2024), TSR and net income improved versus 2023, but multi‑year TSR remains below bank index; LTI focus on ROAA should incentivize durable earnings quality over absolute volume growth .
Sources: All data from Waterstone Financial, Inc. 2025 DEF 14A unless noted.