Waterstone Financial, Inc. 10-K

Item 9A . Controls and Procedures Disclosure Controls and Procedures : The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act. As of December 31, 2021, management assessed the effectiveness of the Company’s internal control over financial reporting based on criteria for effective internal control over financial reporting established in “Internal Control—Integrated Framework,” issued by the Committee of Sponsoring Organization of the Treadway Commission (COSO) in 2013. Based on this assessment, management has determined that the Company’s internal control over financial reporting as of December 31, 2021 is effective. CliftonLarsonAllen LLP the Company’s registered public accounting firm, has audited the Company’s internal control over financial reporting as of December 31, 2021. The audit report by CliftonLarsonAllen LLP is located in Item 8 of this report. There were no changes in the Company’s internal controls over financial reporting (as defined in Rule 13a - 15(f) under the Exchange Act) that occurred during the year ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation or material weaknesses in such internal controls requiring corrective actions. - 103 - Item 9B . Other Information None Item 9C . Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None Part III Item 10 . Directors, Executive Officers and Corporate Governance The information in the Company’s definitive Proxy Statement, prepared for the 2022 Annual Meeting of Shareholders, which contains information concerning directors of the Company under the caption “Proposal 1 - Election of Directors” and compliance with Section 16 reporting requirements under the caption “Delinquent Section 16(a) Reports” and information concerning corporate governance under the caption “Other Board and Corporate Governance Matters” and "Board Meetings and Committees," is incorporated herein by reference. Executive Officers of the Registrant The table below sets forth certain information regarding the persons who have been determined, by our board of directors, to be executive officers of the Company. The executive officers of the Company are elected annually and hold office until their respective successors have been elected or until death, resignation, retirement or removal by the Board of directors. Name and Age Offices and Positions with Waterstone Financial and Subsidiaries* Executive Officer Since Douglas S. Gordon, 64 Chief Executive Officer and President of Waterstone Financial and of WaterStone Bank 2005 William F. Bruss, 52 General Counsel, Executive Vice President and Secretary of Waterstone Financial and of WaterStone Bank 2005 Mark R. Gerke, 47 Chief Financial Officer and Executive Vice President of Waterstone Financial and of WaterStone Bank 2016 Jeff McGuiness , 56 Chief Executive Officer and President of Waterstone Mortgage Corporation 2020 Julie A. Glynn, 58 Senior Vice President and Director of Retail Banking of WaterStone Bank 2018 * Excluding directorships and excluding positions with Bank subsidiary that do not constitute a substantial part of the officers’ duties. Item 11 . Executive Compensation The information in the Company’s definitive Proxy Statement, prepared for the 2022 Annual Meeting of Shareholders, which contains information concerning this item under the captions “Executive Compensation,” “Director Compensation,” “Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” and “Compensation Committee Report,” is incorporated herein by reference. Item 12 . Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information in the Company’s definitive Proxy Statement, prepared for the 2022 Annual Meeting of Shareholders, which contains information concerning this item under the caption “Beneficial Ownership of Common Stock,” is incorporated herein by reference. Compensation Plans Set forth below is information as of December 31, 2021 regarding equity compensation plans that have been approved by shareholders. The Company has no equity based benefit plans, other than its employee stock ownership plan, that were not approved by shareholders. Plan Number of shares to be issued upon exercise of outstanding options and rights Weighted average option exercise price Number of securities remaining available for issuance under plan 2020 Omnibus Incentive Plan 88,722 (1) $ 16.61 1,161,278 __________ (1) Consists of 60,000 shares reserved for grants of stock options and 28,722 shares reserved for grants of restricted stock. On December 31, 2021, 60,000 options were outstanding with a weighted average exercise price of $19.25 of which 4,000 were exercisable as of that date. - 104 - Item 13 . Certain Relationships and Related Transactions, and Director Independence The information in the Company’s definitive Proxy Statement, prepared for the 2022 Annual Meeting of Shareholders, which contains information concerning this item under the captions “Transactions with Certain Related Parties,” and “Board Meetings and Committees,” is incorporated herein by reference. Item 14 . Principal Accountant Fees and Services The information in the Company’s definitive Proxy Statement, prepared for the 2022 Annual Meeting of Shareholders, which contains information concerning this item under the caption “Ratification of the Appointment of Our Independent Registered Public Accounting Firm,” is incorporated herein by reference. Part IV Item 15 . Exhibits and Financial Statement Schedules (a) Documents filed as part of the Report: 1. and 2. Financial Statements and Financial Statement Schedules . The following consolidated financial statements of Waterstone Financial, Inc. and subsidiaries are filed as part of this report under Item 8, “Financial Statements and Supplementary Data”: Report of CliftonLarsonAllen LLP, Independent Registered Public Accounting Firm, on consolidated financial statements. (PCAOB ID 655 ) Report of RSM US LLP, Independent Registered Public Accounting Firm, on consolidated financial statements. (PCAOB ID 49 ) Consolidated Statements of Financial Condition – December 31, 2021 and 2020. Consolidated Statements of Operations – Years ended December 31, 2021, 2020 and 2019. Consolidated Statements of Comprehensive Income – Years ended December 31, 2021, 2020 and 2019. Consolidated Statements of Changes in Shareholders’ Equity – Years ended December 31, 2021, 2020 and 2019. Consolidated Statements of Cash Flows – Years ended December 31, 2021, 2020 and 2019. Notes to Consolidated Financial Statements. All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted. (b). Exhibits . See Exhibit Index following the signature page of this report, which is incorporated herein by reference. Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this report is identified in the Exhibit Index by an asterisk following its exhibit number. Item 16 . Form 10-K Summary Not applicable. - 105 - WATERSTONE FINANCIAL, INC (“Waterstone Financial” or the “Company”) Commission File No. 000-51507 EXHIBIT INDEX TO 2021 REPORT ON FORM 10-K The following exhibits are filed with, or incorporated by reference in, this Annual Report on Form 10-K for the year ended December 31, 2021: Exhibit Description Filed Herewith 3.1 Articles of Incorporation of the Company (2) 3.2 Bylaws of the Company (2) 4.1 Common Stock Certificate (1) 4.2 Description of Registant Securities (5) 10.1 Waterstone Financial, Inc. 2020 Omnibus Incentive Plan †(7) 10.2 Employment Agreement By and Between WaterStone Bank SSB and Douglas S. Gordon †(3) 10.3 Waterstone Financial, Inc. Incentive Plan †(4) 10.4 Employment Agreement By and Between Waterstone Mortgage Corporation and Jeff McGuiness †(8) 21.1 List of Subsidiaries (6) X 23.1 Consent of Independent Registered Public Accounting Firm X 23.2 Consent of Independent Registered Public Accounting Firm X 24.1 Powers of Attorney 31.1 Sarbanes-Oxley Act Section 302 Certification signed by the Chief Executive Officer of Waterstone Financial X 31.2 Sarbanes-Oxley Act Section 302 Certification signed by the Chief Financial Officer of Waterstone Financial X 32.1 Certification pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed by the Chief Executive Officer of Waterstone Financial X 32.2 Certification pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed by the Chief Financial Officer of Waterstone Financial X XML XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X EX-101.SCH Inline XBRL Taxonomy Extension Schema X EX-101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase X EX-101.DEF Inline XBRL Taxonomy Extension Definition Linkbase X EX-101.LAB Inline XBRL Taxonomy Label Linkbase X EX-101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase X EX-104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X † Management compensation contract or agreement - 106 - (1) Incorporated by reference to the registration Statement on Form S-1 filed by Wauwatosa Holdings, Inc. (the predecessor corporation to Waterstone Financial, Inc., a federal corporation) (Commission file no. 333-125715), filed with the U.S. Securities and Exchange Commission on June 10, 2005. (2) Incorporated by reference to the registration Statement on Form S-1 (Registration No. 333-189160), initially filed with the U.S. Securities and Exchange Commission on June 7, 2013. (3) Incorporated by reference to Exhibit 10.1 to Report on Form 8-K filed with the U.S. Securities and Exchange Commission on October 24, 2014 (File No. 001-36271). (4) Incorporated by reference to Exhibit 10.1 to Report on Form 8-K filed with the U.S. Securities and Exchange Commission on March 25, 2019 (File No. 001-36271). (5) Incorporated by reference to Exhibit 4.2 to Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 13, 2020 (File No. 001-36271). (6) Incorporated by reference to Exhibit 21.1 to Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 13, 2020 (File No. 001-36271). (7) Incorporated by reference to Appendix A to the Definitive Proxy Statement for the 2020 Annual Meeting of Shareholders filed by Waterstone Financial, Inc. (Commission file no. 001-36271), filed with the U.S. Securities and Exchange Commission on April 9, 2020. (8) Incorporated by reference to Exhibit 10.1 to Report on Form 8-K filed with the U.S. Securities and Exchange Commission on November 3, 2020 (File No. 001-36271). SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. WATERSTONE FINANCIAL, INC. February 28, 2022 By: /s/ Douglas S. Gordon Douglas S. Gordon Chief Executive Officer - 107 - POWER OF ATTORNEY Each person whose signature appears below hereby authorizes Douglas S. Gordon or Mark R. Gerke, or any of them, as attorneys-in-fact with full power of substitution, to execute in the name and on behalf of such person, individually, and in each capacity stated below or otherwise, and to file, any and all amendments to this report. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.* Signature and Title /s/ Douglas S. Gordon /s/ Patrick S. Lawton Douglas S. Gordon, Patrick S. Lawton, Chairman and Director Chief Executive Officer and Director (Principal Executive Officer) /s/ Mark R. Gerke /s/ Ellen S. Bartel Mark R. Gerke Ellen S. Bartel, Director Chief Financial Officer ( Principal Financial & Accounting Officer) /s/ Thomas E. Dalum Thomas E Dalum, Director /s/ Michael L. Hansen Michael L. Hansen, Director /s/ Kristine A. Rappé Kristine A. Rappé, Director /s/ Stephen J. Schmidt Stephen J. Schmidt, Director /s/ Derek L. Tyus Derek L. Tyus, Director *Each of the above signatures is affixed as of February 28, 2022. - 108 -