Waterstone Financial Inc.

04/25/2024 | Press release | Distributed by Public on 04/25/2024 14:33

Management Change/Compensation - Form 8-K

Item 5.02 Departure of Directors or Certain officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 24, 2024, Waterstone Financial, Inc. announced President and CEO of Waterstone Mortgage Corporation (the "Company") entered into an Employment Agreement (the "Agreement") with Mr. Jeffrey McGuiness. The material terms of the employment agreement are summarized below.
●
The employment agreement provides a current term from April 24, 2024, until December 31, 2026 (the "Term").
●
The employment agreement also provides for an annual base salary of $450,000, which shall be reviewed annually.
●
Mr. McGuiness is eligible to receive annual cash bonus compensation pursuant to terms of an incentive compensation plan to be established annually.
● In April 2024, Mr. McGuiness shall be granted 30,000 options to purchase shares of Waterstone Financial. Inc. stock (the "Stock Options"). The Stock Options shall vest in equal installments of 10,000 Stock Options on December 31 of each year of the Term. The Stock Options shall be incentive stock options to the maximum extent permitted by law and shall otherwise be subject to all terms and conditions of Waterstone Financial, Inc.'s ordinary and customary form of incentive stock option agreement.
●
Mr. McGuiness shall be entitled to participate in Company's group health/medical, vision and dental insurance plans, and in Company's 401(k) and other retirement plans available to the same extent as other Company employees.
●
In the event the Agreement terminates his employment for "good reason" or in the event the Company terminates Mr. McGuiness's employment for any reason other than "good cause," Mr. McGuiness will be entitled to receive his earned but unpaid base salary as of the date of his termination with the Company, the vested benefits, if any, to which he is entitled as a former employee under the employee benefit plans and a payment equal to one year's base salary subject to the terms of the agreement and the vesting of the Stock Options shall be accelerated.
●
In the event of Mr. McGuiness's termination of employment, the Agreement contains provisions which prevent him, for a period of two years following termination of employment, from soliciting business from certain customers of the Company, soliciting certain employees of the Company for other employment, and disclosing the Company's confidential information.
The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement attached hereto as Exhibit 10.1 of this Current Report on Form 8-K, and is incorporated by reference into this Item 5.02.