Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

July 25, 2023

Waterstone Financial, Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-36271	90-1026709
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

11200 W Plank Ct, Wauwatosa, Wisconsin 53226

(Address of principal executive offices)

414-761-1000

Registrant’s telephone number, including area code:

Not Applicable

Former name or former address, if changed since last report

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.01 Par Value		WSBF		The NASDAQ Stock Market, LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities and Exchange Act of 1934.

☐	Emerging growth company

☐	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.02(b) section – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 25, 2023, Douglas S. Gordon, Chief Executive Officer (“CEO”) of Waterstone Financial, Inc. (the “Company”) notified the Company of his intention to retire from his position as CEO of the Company and its wholly owned subsidiary, WaterStone Bank (the “Bank”), effective December 31, 2023. Mr. Gordon will continue to serve on the Board of Directors of the Company and the Bank. Mr. Gordon will also continue to serve on the Board of Directors of Waterstone Mortgage, a wholly owned subsidiary of the Bank.

On July 25, 2023, the Boards of Directors of the Company and the Bank elected William F. Bruss, to serve as the next CEO of the Company and the Bank effective January 1, 2024.

Mr. Bruss, who has been an executive officer of the Company since 2005, will continue to serve in the position of President of the Company and the Bank through December 31, 2023. Mr. Bruss has served in a variety of executive positions with the Company and the Bank over his tenure with the organization. Since January 2022, he has served as President of the Company and the Bank. Prior to serving as President, Mr. Bruss served as Executive Vice President of the Company and the Bank since 2015, Chief Operating Officer from 2013 through 2022 and General Counsel and Secretary since 2005.

The Compensation Committee of the Board of Directors of the Company intends to review the compensation arrangements of Mr. Bruss prior to the effective date of his election as CEO.

A copy of the press release announcing Mr. Gordon’s intention to retire as CEO of the Company and Bank, effective December 31, 2023, and the election of Mr. Bruss to serve as the next CEO of the Company and Bank effective January 1, 2024, is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description

99.1	Press release of Waterstone Financial, Inc. issued July 25, 2023.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Waterstone Financial, Inc.

Date: July 25, 2023		/s/ William F. Bruss
		Name: William F. Bruss
		Title: President

EXHIBIT INDEX

Exhibit No.	Description

99.1	Press release of Waterstone Financial, Inc. issued July 25, 2023.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit 99.1

WATERSTONE FINANCIAL, INC.

WATERSTONE BANK

11200 W. PLANK CT.

WAUWATOSA, WI 53226

Contact:

William F. Bruss

President

414.761.4100

williambruss@wsbonline.com

FOR IMMEDIATE RELEASE

WATERSTONE FINANCIAL ANNOUNCES PLANNED RETIREMENT OF DOUGLAS S. GORDON AND ELECTION OF WILLIAM F. BRUSS AS NEXT CEO

Wauwatosa, Wis. — 07/25/2023 — Waterstone Financial, Inc. (NASDAQ: WSBF), announced today that Douglas S. Gordon has notified Waterstone of his intention to retire as Chief Executive Officer (“CEO”) of Waterstone Financial, Inc. (the “Company”) and its wholly owned subsidiary, WaterStone Bank (the “Bank”), effective December 31, 2023. Mr. Gordon will continue to serve on the Board of Directors of the Company and the Bank. Mr. Gordon will also continue to serve on the Board of Directors of Waterstone Mortgage, a wholly owned subsidiary of the Bank. The Company also announced that the Boards of Directors of the Company and the Bank elected William F. Bruss, to serve as the next CEO of the Company and the Bank effective January 1, 2024. Bruss currently serves as the President of the Company and the Bank.

“As I retire from my position as CEO of this esteemed financial institution, I am filled with a sense of gratitude and accomplishment,” said Doug Gordon, CEO. “Over the years, we have grown and expanded our operations, while remaining committed to our values of integrity, customer service, and community involvement. It has been an honor to lead such a dedicated and talented team, and I am proud of all that we have achieved together. As I move on to my Board position, I am confident that with Bill and his team, Waterstone is in good hands; and will continue to thrive and serve the financial needs of our customers”.

“On behalf of the Board of Directors and our Shareholders, I would like to thank Doug for his years of loyal service and leadership to this organization,” said Pat Lawton, Chairman of the Board. “During his tenure, Doug led us through a successful conversion to a publicly held institution, enabling the Bank to grow from $1.4 billion to over $2.2 billion in assets and grow a mortgage banking operation that has achieved in excess of $4 billion in annual mortgage originations. Most importantly, Doug has attracted and retained an outstanding group of leaders and staff that are dedicated to our mission.”

“I am honored to have been given the opportunity to lead Waterstone,” said Bruss. “I appreciate the confidence that Doug and the Board have shown in me. I am excited to continue our legacy of banking and supporting the communities we serve and look forward to working with our talented and dedicated Waterstone family, as we build upon the strong foundation and culture at both WaterStone Bank and Waterstone Mortgage and continue to implement our strategic plans.”

Pat Lawton said that the Board has planned for this transition for several years and that his breadth of experience at the Company, along with the leadership that he has demonstrated over the years, made Bruss the ideal successor to Gordon. “Bill has served in a variety of leadership positions with the Company and is highly respected within the organization,” said Lawton. “We are proud of what the Company has accomplished and are optimistic that the future will be even better.”

Bruss, who has been an employee of the Bank since 1997 and an executive officer of the Company since 2005, will continue to serve in the position of President of the Company and the Bank through December 31, 2023. Mr. Bruss has served in a variety of executive positions with the Company and the Bank over his tenure with the organization. Since January 2022, he has served as President of the Company and the Bank. Prior to serving as President, Mr. Bruss served as Executive Vice President of the Company and the Bank since 2015, Chief Operating Officer from 2013 through 2022 and General Counsel and Secretary since 2005. Bruss holds a Bachelor of Arts from St. Olaf College, and a Juris Doctor from Marquette University.

About Waterstone Financial, Inc:

Waterstone Financial, Inc. is the savings and loan holding company for WaterStone Bank. WaterStone Bank was established in 1921 and offers a full suite of personal and business banking products. The Bank has branches in Wauwatosa/State St, Brookfield, Fox Point/North Shore, Franklin/Hales Corners, Germantown/Menomonee Falls, Greenfield/Loomis Rd, Milwaukee/Oklahoma Ave, Oak Creek/27th St, Oak Creek/Howell Ave, Oconomowoc/Lake Country, Pewaukee, Waukesha, West Allis/Greenfield Ave, and West Allis/National Ave, Wisconsin. WaterStone Bank is the parent company to Waterstone Mortgage, which has the ability to lend in 48 states. For more information about WaterStone Bank, go to http://www.wsbonline.com.

# # #

Document And Entity Information	Jul. 25, 2023
Document Information [Line Items]
Entity, Registrant Name	Waterstone Financial, Inc.
Document, Type	8-K
Document, Period End Date	Jul. 25, 2023
Entity, Incorporation, State or Country Code	MD
Entity, File Number	001-36271
Entity, Tax Identification Number	90-1026709
Entity, Address, Address Line One	11200 W Plank Ct
Entity, Address, City or Town	Wauwatosa
Entity, Address, State or Province	WI
Entity, Address, Postal Zip Code	53226
City Area Code	414
Local Phone Number	761-1000
Title of 12(b) Security	Common Stock, $0.01 Par Value
Trading Symbol	WSBF
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001569994