WVS Financial Corp. Annual Report 2022

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FY2022 Annual Report · WVS Financial Corp.

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CORP.

- THE HOLDING COMPANY OF WEST VIEW SAVINGS BANK -

2022
PROXY STATEMENT
AND
ANNUAL REPORT

FINANCIAL

C O R P O R A T I O N

- THE HOLDING COMPANY OF WEST VIEW SAVINGS BANK -

(412) 364-1911

September 16, 2022

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders of WVS Financial
Corp. The meeting will be held at St. Brendan’s Episcopal Church, located at 2365 McAleer Road,
Sewickley, Pennsylvania on Tuesday, October 25, 2022 at 10:00 a.m., Eastern time. The matters
to be considered by stockholders at the annual meeting are described in the accompanying
materials.

Directions to St. Brendan’s Episcopal Church from West View Savings Bank’s main office
at 9001 Perry Highway, Pittsburgh, Pennsylvania:

•
•
•
•

Go north on Perry Highway for approximately 0.8 miles
Turn left onto West Ingomar Road/Yellow Belt and go approximately 2.3 miles
Turn right onto Rochester Road and go approximately 0.6 miles
Turn left onto McAleer Road: St. Brendan’s Episcopal Church is approximately
0.1 miles on the right side at 2365 McAleer Road, Sewickley, Pennsylvania

It is very important that your shares be voted at the annual meeting regardless of the number
you own or whether you are able to attend the meeting in person. We urge you to mark, sign, and
date your proxy card today and return it in the envelope provided, even if you plan to attend the
annual meeting. This will not prevent you from voting in person, but will ensure that your vote is
counted if you are unable to attend. You may also vote by telephone or over the internet by
following the instructions on your proxy card.

Your continued support of and interest in WVS Financial Corp. is sincerely appreciated.

David J. Bursic
President and Chief Executive Officer

John A. Howard, Jr.
Chairman of the Board

Town of McCandless • 9001 Perry Highway, Pittsburgh, Pennsylvania 15237

WVS FINANCIAL CORP.
9001 Perry Highway
Pittsburgh, Pennsylvania 15237
(412) 364-1911

__________________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on October 25, 2022

__________________

NOTICE IS HEREBY GIVEN that an annual meeting of stockholders of WVS Financial Corp.
(the “Company”) will be held at St. Brendan’s Episcopal Church, located at 2365 McAleer Road,
Sewickley, Pennsylvania on Tuesday, October 25, 2022 at 10:00 a.m., Eastern time, for the following
purposes, all of which are more completely set forth in the accompanying proxy statement:

(1)
(2)

(3)

To elect one director for a four-year term and until his successor is elected and qualified;
To ratify the appointment of S.R. Snodgrass, P.C. as the Company’s independent registered
public accounting firm for the fiscal year ending June 30, 2023; and
To transact such other business as may properly come before the meeting or any
adjournment thereof. Management is not aware of any other such business.

The board of directors has fixed August 26, 2022 as the voting record date for the determination of
stockholders entitled to notice of and to vote at the annual meeting and at any adjournment thereof. Only
those stockholders of record as of the close of business on that date will be entitled to vote at the annual
meeting or at any such adjournment.

By Order of the Board of Directors

Michael R. Rutan
Corporate Secretary

Pittsburgh, Pennsylvania
September 16, 2022

YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT
THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN
IF YOU PLAN TO BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND
RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU
ATTEND THE MEETING, YOU MAY VOTE EITHER IN PERSON OR BY PROXY. YOU MAY
VOTE BY TELEPHONE OR OVER THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON
YOUR PROXY CARD. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING OR IN
PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.

WVS FINANCIAL CORP.
__________________

PROXY STATEMENT
__________________

ANNUAL MEETING OF STOCKHOLDERS

OCTOBER 25, 2022

This proxy statement is furnished to holders of common stock of WVS Financial Corp. (the “Company”),
the holding company of West View Savings Bank (the “Savings Bank”). Proxies are being solicited on behalf of the
board of directors of the Company to be used at the annual meeting of stockholders to be held at St. Brendan’s
Episcopal Church, located at 2365 McAleer Road, Sewickley, Pennsylvania on Tuesday, October 25, 2022 at 10:00
a.m., Eastern time, and at any adjournment thereof for the purposes set forth in the Notice of Annual Meeting of
Stockholders. This proxy statement is first being mailed to stockholders on or about September 16, 2022.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of
Stockholders to be Held on October 25, 2022. This proxy statement and the 2022 Annual Report to Stockholders
are available at the website: www.proxyvote.com.

The proxy solicited hereby, if properly signed and returned to the Company and not revoked prior to its use,
will be voted in accordance with the instructions contained therein. You may also vote by telephone or over the
internet by following the instructions on your proxy card. If no contrary instructions are given, each proxy received
will be voted in the manner recommended by the board of directors as described below and, upon the transaction of
such other business as may properly come before the meeting, in accordance with the best judgment of the persons
appointed as proxies. Any stockholder giving a proxy has the power to revoke it at any time before it is exercised by
(i) filing with the Secretary of the Company written notice thereof (Corporate Secretary, WVS Financial Corp., 9001
Perry Highway, Pittsburgh, Pennsylvania 15237); (ii) submitting a duly-executed proxy bearing a later date; or (iii)
appearing at the annual meeting and giving the Secretary notice of his or her intention to vote in person. Proxies
solicited hereby may be exercised only at the annual meeting and any adjournment thereof and will not be used for
any other meeting.

VOTING

Only stockholders of record of the Company at the close of business on August 26, 2022 (the “record date”)
are entitled to notice of and to vote at the annual meeting and at any adjournment thereof. On the record date, there
were 1,835,792 shares of common stock of the Company issued and outstanding and the Company had no other class
of equity securities outstanding.

Each share of common stock is entitled to one vote at the annual meeting on all matters properly presented
at the meeting. The presence in person or by proxy of at least a majority of the issued and outstanding shares of
common stock entitled to vote is necessary to constitute a quorum at the annual meeting. Directors are elected by a
plurality of the votes cast with a quorum present. The one nominee for director receiving the most votes will be elected
as a director. The affirmative vote of a majority of the total votes present, in person or by proxy, at the annual meeting
is required for approval of the proposal to ratify the Company’s independent registered public accounting firm for
fiscal 2023.

If your shares are held in “street name,” your broker may not vote on certain matters if you do not furnish
instructions for such proposals. You should use the voting instruction form provided by the institution that holds your
shares to instruct your broker to vote your shares or else your shares may not be voted or may be considered “broker
non-votes.” Broker non-votes are shares held by brokers or nominees as to which voting instructions have not been
received from the beneficial owners or the persons entitled to vote those shares and the broker or nominee does not
have the discretionary voting power under rules applicable to broker-dealers. Under these rules, the proposal to elect
directors is not an item which brokerage firms may vote in their discretion on behalf of their clients if such clients

1have not furnished voting instructions. Your broker may vote in his or her discretion on the ratification of the
appointment of our independent registered public accounting firm for fiscal 2023 if you do not furnish instructions.

Abstentions will be counted for purposes of determining the presence of a quorum at the annual meeting.
Because of the required votes, abstentions and broker non-votes will have no effect on the voting for the election of
directors. However, abstentions will have the same effect as a vote against the proposal to ratify the appointment of
the Company’s independent registered public accounting firm for fiscal 2023.

INFORMATION WITH RESPECT TO THE NOMINEE FOR DIRECTOR,
DIRECTORS WHOSE TERMS CONTINUE AND EXECUTIVE OFFICERS

Election of Directors

The articles of incorporation of the Company provide that the board of directors of the Company shall be
divided into four classes which are as equal in number as possible, and that members of each class of directors are to
be elected for a term of four years. The number of directors currently authorized under our bylaws is five. One class
is to be elected annually. Stockholders of the Company are not permitted to cumulate their votes for the election of
directors.

At the annual meeting, stockholders of the Company will be asked to elect one director for a four-year term
and until his successor is elected and qualified. The nominee was selected by the board of directors and approved by
the independent members of the board. The nominee currently serves as a director. There are no arrangements or
understandings between the person named and any other person pursuant to which such person was selected as a
nominee for election as a director at the annual meeting. The nominee for director is not related to any other director
or executive officer of the Company by blood, marriage or adoption.

Unless otherwise directed, each proxy executed and returned by a stockholder will be voted for the election
of the nominee for director listed below. If the person named as nominee should be unable or unwilling to stand for
election at the time of the annual meeting, the proxy will nominate and vote for any replacement nominee
recommended by the board of directors. At this time, the board of directors knows of no reason why the nominee
listed below may not be able to serve as a director if elected. The person receiving the greatest number of votes of the
holders of common stock represented in person or by proxy at the annual meeting will be elected as a director of the
Company.

The following tables present information concerning the nominee for director of the Company and each

director whose term continues, including their tenure as a director of the Company.

Nominee for Director for a Four-Year Term Expiring in 2026

Name

John A. Howard, Jr.

Age(1)
68

Director
Since
2014

Principal Occupation During the Past Five Years
Chairman of the Board; Retired. Formerly served as Senior Vice
President, Chief Financial Officer, Secretary and Treasurer of Laurel
Capital Group, Inc. and its wholly owned subsidiary, Laurel Savings
Bank, Allison Park, Pennsylvania until September 2006.

Mr. Howard brings valuable audit and public company reporting
experience to the board from his prior service as Chief Financial
Officer for two publicly traded holding companies of financial
institutions in the greater Pittsburgh area.

The Board of Directors recommends you vote FOR election of the nominee for Director.

2
Members of the Board of Directors Continuing in Office

Director Whose Term Expires in 2023

Name

Age(1)

Principal Occupation During the Past Five Years

Lawrence M. Lehman

Name

David J. Bursic

Age(1)

Director; Office Manager, Dinnin & Parkins Associates, an insurance
agency
in Oakmont, Pennsylvania; former owner/sole
proprietor of Newton-Lehman Agency, an insurance agency located in
Pittsburgh, Pennsylvania.

located

Mr. Lehman’s background as a business owner in the Company’s
market area positions him as well qualified to serve as a director.

Director Whose Term Expires in 2024

Principal Occupation During the Past Five Years

Director; President and Chief Executive Officer of the Company and
the Savings Bank since June 1998; prior thereto served as Senior Vice
President, Treasurer and Chief Financial Officer of the Company and
the Savings Bank since 1992 and in various positions with the
Company and the Savings Bank since 1985. Mr. Bursic serves as a
special advisor to the board of North Hills Community Outreach, a non-
profit organization. Mr. Bursic also serves as a member of the
Superintendent’s Business Roundtable for the North Allegheny School
District and as a participant on the Federal Reserve Bank of Atlanta’s
Decision-Maker Panel.

Mr. Bursic’s service as President and Chief Executive Officer, his prior
positions with the Company, extensive experience in the local banking
industry and involvement in business and civic organizations in the
Savings Bank’s market area provide the board of directors valuable
insight regarding the business and operations of the Company.

Directors Whose Term Expires in 2025

Name

Age(1)

Principal Occupation During the Past Five Years

Edward F. Twomey III

Senior Vice President – Institutional Sales at InspereX LLC, an
underwriter and distributor of fixed income securities and risk
management investment solutions located in Delray Beach, Florida.
Previously, Mr. Twomey was Senior Vice President at Samuel A.
Ramirez & Co., where he served as Senior Vice President for their
Financial Institutions Group.

Mr. Twomey’s broad financial experience provides valuable industry
expertise and awareness to the Board of Directors.

Director
Since

2002

Director
Since

1998

Director
Since

2015

Joseph W. Unger

Directors Whose Term Expires in 2025 (continued)

2013

Director; Retired; Former President of White Heating, Inc., a heating,
cooling and air products and services provider located in Pittsburgh,
Pennsylvania, since 1978. In addition, Mr. Unger has served as an
Advisory Board Member of the A.W. Beattie Career Center, a trade
school located in Pittsburgh, Pennsylvania, since 1994 and formerly
served
the Air
Conditioning Contractors of America from 1989 to 1996. Mr. Unger
also serves as a member of the Builders Association of Metropolitan
Pittsburgh, the North Suburban Builders Association, the Better
Business Bureau and the North Pittsburgh Chamber of Commerce.

including President, for

in various positions,

Mr. Unger’s extensive business experience and service in the local
market make him well qualified to serve as a director of the Company.

______________
(1) As of June 30, 2022.

Independence of the Company’s Board of Directors

It is the policy of the board of directors of the Company that a substantial majority of its directors be

independent of the Company within the meaning of applicable laws and regulations.

Our board of directors has affirmatively determined that a majority of our directors are independent. The
current independent directors are Messrs. Howard, Lehman, Twomey and Unger. Our board of directors also has
affirmatively determined that each member of the audit committee and the compensation committee of the board of
directors is independent within the meaning of applicable laws and regulations.

Nominations Process

The board of directors actively oversees the business and management of the Company through regular board
and committee meetings. The board of directors has established certain committees to address recurring business
matters such as audit, compensation and finance. Based upon the infrequent business need to add new directors, the
Company’s board of directors chooses to address director nominations at the board level and does not have a standing
nominating committee.

The Company’s board of directors considers and evaluates nominees for the election of directors, subject to
approval of a majority of the independent members of the board. As discussed above, each of the current independent
members of the board is independent. During fiscal 2022, the board met once in connection with nominations for
director.

The board of directors considers candidates for director suggested by its members, as well as management
and stockholders. A stockholder who desires to recommend a prospective nominee for the board should notify the
Company’s Secretary or the Chairman of the Board in writing with whatever supporting material the stockholder
considers appropriate. The board also considers whether to nominate any person nominated pursuant to the provision
of the Company’s articles of incorporation relating to stockholder nominations, which is described under “Stockholder
Nominations” below. The board of directors has the authority and ability to retain a search firm to identify or evaluate
potential nominees if it so desires.

Once the board of directors has identified a prospective nominee, the board makes an initial determination as
to whether to conduct a full evaluation of the candidate. This initial determination is based on whatever information
is provided to the board with the recommendation of the prospective candidate, as well as the board member’s own
knowledge of the prospective candidate, which may be supplemented by inquiries to the person making the
recommendation or others.

4Stockholder Nominations

Article 7.F of the Company’s articles of incorporation governs nominations for election to the board of
directors and requires all such nominations, other than those made by the board, to be made at a meeting of
stockholders called for the election of directors, and only by a stockholder who has complied with the notice provisions
in that section. Stockholder nominations must be made pursuant to timely notice in writing to the Secretary of the
Company. To be timely, a stockholder’s notice must be delivered to, or mailed and received at, the principal executive
offices of the Company not later than 60 days prior to the anniversary date of the immediately preceding annual
meeting. Each written notice of a stockholder nomination shall set forth: (a) as to each person whom the stockholder
proposes to nominate for election or re-election as a director and as to the stockholder giving the notice (i) the name,
age, business address and residence address of such person, (ii) the principal occupation or employment of such
person, (iii) the class and number of shares of Company stock which are beneficially owned by such person on the
date of such stockholder notice, and (iv) any other information relating to such person that is required to be disclosed
in solicitations of proxies with respect to nominees for election as directors, pursuant to Regulation 14A under the
Securities Exchange Act of 1934, and would be required to be filed on Schedule 14B with the Securities and Exchange
Commission, if the Company were subject to such regulations (or any successors of such items or schedules); and (b)
as to the stockholder giving the notice (i) the name and address, as they appear on the Company’s books, of such
stockholder and any other stockholders known by such stockholder to be supporting such nominees and (ii) the class
and number of shares of Company stock which are beneficially owned by such stockholder on the date of such
stockholder notice and, to the extent known, by any other stockholders known by such stockholder to be supporting
such nominees on the date of such stockholder notice. The presiding officer of the meeting may refuse to acknowledge
the nomination of any person not made in compliance with the foregoing procedures.

Committees and Meetings of the Board of the Company and the Savings Bank

Regular meetings of the board of directors of the Company are held on at least a quarterly basis. The board
of directors of the Company held a total of 12 regular meetings and one special meeting during the fiscal year ended
June 30, 2022.

Audit Committee. The board of directors of the Company has established an audit committee which consists
of Messrs. Howard (Chairman), Lehman, Twomey and Unger, all of whom are independent outside directors. The
audit committee meets with the Company’s internal auditor, engages the Company’s external independent registered
public accounting firm and reviews their reports. The audit committee meets at least quarterly and met four times
during fiscal 2022.

The board of directors has adopted an audit committee charter. The audit committee charter is available on

the Company’s website at www.wvsbank.com.

Compensation Committee. The compensation committee of the board of directors determines compensation
for executive officers. During the fiscal year ended June 30, 2022, the members of the committee were Messrs.
Howard (Chairman), Lehman, Twomey and Unger. The compensation committee met once during fiscal 2022. The
compensation committee has not adopted a written charter.

Finance Committee. The finance committee of the Company consists of Messrs. Lehman (Chairman),
Howard, Twomey and Unger and from management, Mr. Bursic. The finance committee, which approves all
securities purchased by the Company and the Savings Bank, meets at least quarterly and met 12 times during fiscal
2022.

The board of directors of the Company has also established an executive committee.

The board of directors of the Savings Bank meets on a monthly basis and may have additional special
meetings upon the request of the President or a majority of the directors. During the fiscal year ended June 30, 2022,
the board of directors of the Savings Bank met 12 times. The board of directors of the Savings Bank has established
various committees, some of which act jointly with the Company’s respective similar board committee. These
committees include: an audit committee, a classification of assets review committee, a Community Reinvestment Act

5committee, a compensation committee, an executive committee, a finance committee, a loan committee and a
nominating committee.

Loan Committee. The loan committee of the Savings Bank consists of Messrs. Bursic from management
(Chairman), Howard, Lehman, Twomey and Unger. The loan committee, which approves all loans originated by the
Savings Bank, meets monthly and met 12 times during fiscal 2022.

BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of the common stock as of the record date, and certain
other information with respect to (i) the Company’s Employee Stock Ownership Plan, (ii) each director and nominee
for director of the Company, (iii) certain named executive officers of the Company, and (iv) all directors, nominees
for director and executive officers of the Company as a group.

Name of Beneficial Owner or Number of
Persons in Group
WVS Financial Corp. Employee
Stock Ownership Plan
9001 Perry Highway
Pittsburgh, Pennsylvania 15237

Amount and Nature of Beneficial
Ownership as of August 26, 2022(1)(2)
267,170(3)

Percent of
Common Stock
14.6%

Directors and nominees:
David J. Bursic
John A. Howard, Jr.
Lawrence M. Lehman
Edward F. Twomey III
Joseph W. Unger

Executive officers:
Michael R. Rutan
M
Mary Magestro-Johnston

All directors, nominee for director
and executive officers as a group (7 persons)

_________________
*

Less than 1% of the outstanding common stock.

215,761(4)
7,849(5)
7,408(6)
13,167(7)
2,000

9,636(8)
0

255,821(9)

11.8
*
*
*
*

*
*

13.9

(1)

(2)

(3)

(4)

Based upon records of the Company’s transfer agent and information furnished by the respective shareholder.
Shares of common stock are deemed to be beneficially owned by a person if he or she directly or indirectly
has or shares (i) voting power, which includes the power to vote or to direct the voting of the shares, or (ii)
investment power, which includes the power to dispose or to direct the disposition of the shares. Unless
otherwise indicated, the named beneficial owner has sole voting and dispositive power with respect to the
shares.

A person is deemed to have beneficial ownership of any shares of common stock which may be acquired
within 60 days of the record date.

Mr. Howard is the trustee of the trust created pursuant to the WVS Financial Corp. Employee Stock
Ownership Plan (“ESOP”). The indicated holdings represent shares held in the ESOP, of which 130,911
shares have been allocated to participating employees and generally will be voted at the direction of the
participants and 136,259 shares are unallocated and are generally voted by the trustee in his discretion.

Includes 83,614 shares held jointly with Mr. Bursic’s wife, 9,738 shares held solely by Mr. Bursic’s wife,
200 shares held by Mr. Bursic’s children, 1,731 shares held in the Company’s deferred compensation plan

6
for the account of Mr. Bursic, 11,798 shares held in an individual retirement account (“IRA”) for the account
of Mr. Bursic and 67,034 shares held in the ESOP for the account of Mr. Bursic.

The indicated shares are held jointly by Mr. Howard and his wife. Mr. Howard serves as trustee for the ESOP.
Does not include the shares held in the ESOP, which Mr. Howard disclaims beneficial ownership of and have
been allocated to participating employees and will generally be voted at the direction of the participant.

Includes 2,613 shares held in an IRA for the account of Mr. Lehman’s wife’s IRA and 4,795 shares held in
Mr. Lehman’s IRA.

Includes 5,540 shares held in an IRA for the account of Mr. Twomey.

The indicated shares are held in the ESOP for the account of Mr. Rutan.

Includes on behalf of directors and executive officers as a group 76,670 shares held in the ESOP and 1,731
shares held in the Company’s deferred compensation plan.

(5)

(6)

(7)

(8)

(9)

RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee of the board of directors of the Company has appointed S.R. Snodgrass, P.C.,
independent certified public accountants, to perform the audit of the Company’s financial statements for the year
ending June 30, 2023, and directed that the selection of the independent registered public accounting firm be submitted
for ratification by the stockholders at the annual meeting.

The Company has been advised by S.R. Snodgrass that neither that firm nor any of its associates has any
relationship with the Company or its subsidiaries other than the usual relationship that exists between independent
certified public accountants and clients. S.R. Snodgrass will have one or more representatives at the annual meeting
who will have an opportunity to make a statement, if they so desire, and will be available to respond to appropriate
questions.

Relationship with Independent Public Accounting Firm

The audit committee of the board of directors has appointed S.R. Snodgrass, P.C. as the independent
registered public accounting firm to audit the Company’s financial statements for the year ending June 30, 2023. The
audit committee considered the compatibility of the non-audit services provided to the Company by S.R. Snodgrass
during fiscal 2022 on the independence of S.R. Snodgrass from the Company in evaluating whether to appoint S.R.
Snodgrass to perform the audit of the Company’s financial statements for the year ending June 30, 2023.

The audit committee selects the Company’s independent registered public accounting firm and pre-approves
all audit services to be provided by it to the Company. The audit committee also reviews and pre-approves all audit-
related, tax and all other services rendered by our independent registered public accounting firm in accordance with
the audit committee’s charter and policy on pre-approval of audit-related, tax and other services. In its review of these
services and related fees and terms, the audit committee considers, among other things, the possible effect of the
performance of such services on the independence of our independent registered public accounting firm. Pursuant to
its policy, the audit committee pre-approves certain audit-related services and certain tax services which are
specifically described by the audit committee on an annual basis and separately approves other individual engagements
as necessary. The pre-approval requirements do not apply to certain services if: (i) the aggregate amount of such
services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the
Company to its independent registered public accounting firm during the year in which the services are provided; (ii)
such services were not recognized by the Company at the time of the engagement to be other services; and (iii) such
services are promptly brought to the attention of the committee and approved by the committee or by one or more
members of the committee to whom authority to grant such approvals has been delegated by the committee prior to
the completion of the audit. The committee may delegate to one or more designated members of the committee the

authority to grant required pre-approvals. The decisions of any member to whom authority is delegated to pre-approve
an activity shall be presented to the full committee at its next scheduled meeting.

The board of directors recommends that you vote FOR the ratification of the appointment of S.R.

Snodgrass, P.C. as independent registered public accounting firm for the fiscal year ending June 30, 2023.

STOCKHOLDER PROPOSALS

Stockholder proposals may be brought before an annual meeting pursuant to Article 10D of the Company’s
articles of incorporation, which provides that business at an annual meeting of stockholders must be (a) properly
brought before the meeting by or at the direction of the board of directors, or (b) otherwise properly brought before
the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary of the Company. To be timely, a
stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Company
not less than 60 days prior to the anniversary date of the immediately preceding annual meeting. A stockholder’s
notice must set forth as to each matter the stockholder proposes to bring before an annual meeting (a) a brief description
of the business desired to be brought before the annual meeting, (b) the name and address, as they appear on the
Company’s books, of the stockholder proposing such business, (c) the class and number of shares of common stock
of the Company which are beneficially owned by the stockholder and to the extent known, by any other stockholders
known by such stockholder to be supporting such proposal, and (d) any financial interest of the stockholder in such
proposal. Accordingly, stockholder proposals submitted under the Company’s articles of incorporation in connection
with the next annual meeting of stockholders must be received by the Company no later than August 25, 2023.

A copy of the Company’s 2022 Annual Report to Stockholders accompanies this proxy statement. Such

annual report is not part of the proxy solicitation materials.

ANNUAL REPORTS

OTHER MATTERS

Management is not aware of any business to come before the annual meeting other than the matters described
above in this proxy statement. However, if any other matters should properly come before the meeting, it is intended
that the proxies solicited hereby will be voted with respect to those other matters in accordance with the judgment of
the persons voting the proxies.

The cost of the solicitation of proxies will be borne by the Company. The Company will reimburse brokerage
firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending the proxy
materials to the beneficial owners of the Company’s common stock. In addition to solicitations by mail, directors,
officers and employees of the Company may solicit proxies personally or by telephone without additional
compensation.

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WVS FINANCIAL

CORP.

2022 ANNUAL REPORT

TABLE OF CONTENTS

Page

Number

Shareholders' Letter

Selected Consolidated Financial and Other Data

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheet

Consolidated Statement of Income

Consolidated Statement of Comprehensive Income

Consolidated Statement of Changes in Stockholders' Equity

Consolidated Statement of Cash Flows

Notes to Consolidated Financial Statements

Corporate Information

FINANCIAL

C O R P O R A T I O N

(412) 364-1911

- THE HOLDING COMPANY OF WEST VIEW SAVINGS BANK-

To Our Shareholders:

During the first half of the fiscal year ended June 30, 2022 market interest rates remained at near historic
lows as both fiscal and monetary policies sought to reduce already low levels of unemployment. During the second
half of fiscal 2022 the Federal Reserve, seeing improvements in the unemploy
strong ec onomic growth began to focus on fighting inflation through a tightening of monetary polic
tightening of monetary policy first began with reducing the purc
backed securities followed by steadily increasing the targeted federal funds rate. The first increase in the targeted
federal funds rate in March 2022 was a modest 25 basis points which appears to be in line with market expectations
at the time. However, the Russian invasion of Ukraine disrupted world energy markets more than expected and
the Federal Reserve followed its initial 25 basis point increase with increases of 50, 75 and 75 basis points in May,
June and July 2022 in respons e to rising prices for oil, gasoline and mos t other commodities. As c onsumers, we
have all experienced higher prices at grocery stores and gasoline stations. As we write this letter, analysts expect
further increases in interest rates for at least the remainder of fiscal 2023.

hase of U.S. Government bonds and mortgage-

ment rate and continued

y. The

Over the course of fiscal 2022 we saw the:



Price of a barrel of oil increase from $73 to $106;

 Dow Jones Industrial Average fall from 33,784 to 30,483;



S&P 500 fall from 4,242 to 3,760;

Targeted federal funds rate increase from 0.25% to 1.75%;

 Wall Street Journal Prime rate increase from 3.25% to 4.75%



FNMA 15-Year Commitment rate increase from 1.75% to 4.33%; and

FNMA 30-Year Commitment rate increase from 2.45% to 5.10%.

Managing the magnitude of these changes was, and continues to be, challenging for all businesses, in all industries,
and will likely persist into the foreseeable future.

During fiscal 2022, the Company increased its total assets from $346 million to $363 million. On
the investment side, we significantly increased our position in U.S. Government floating rate mortgage-backed
securities in response to rising market interest rates. We also reduced our overall exposure to corporate bonds to
reduce credit risk in order to prepare for a potential recession. Net loans receivable declined in fiscal 2022 and we
hope to be able to increase this segment during fiscal 2023 at corresponding higher yields. Loan quality continues
to be pristine with no credit losses reported for over 10 years.

Despite the market volatility experienced in fiscal 2022, net income totaled $1.2 million compared to $1.3
million in fiscal 2021. During fiscal 2022, we maintained our $0.40 per share annual cash dividend to shareholders
and repurchased about 46,600 shares of Company common stock. Our combined payouts (cash dividends and
common stock repurchases) to shareholders totaled $1.4 million in fiscal 2022 as compared to $1.0 million in fiscal
2021. Looking ahead to fiscal 2023 we anticipate maintaining our $0.40 per share cash dividend and look forward to
opportunistically repurchase Company common stock to enhance shareholder liquidity and long-term value.

Town of McCandless • 9001 Perry Highway, Pittsburgh, Pennsylvania 15237

During fiscal 2022 the Company’s Board of Directors approved listing our common stock on the
OTCQX Market and deregistering
(SEC). Many
community banks have taken both steps to increase market visibility by moving to a smaller and more focused
marketplace and to reduce the regulatory burdens and costs associated with an SEC registration. We are
pleased with the efficiency and transparency of OTCQX Market trading while maintaining our original stock
trading symbol of WVFC. Please log onto www.otcmarkets.com to be able to see bids / asks by market
maker along with associated volumes being sought or
the
Company. Previous ly the NASDAQ would charge market partic ipants a subscription fee for this information.

the Securities and Exchange Commission

for sale and other

information about

from

We would like to thank you for investing in WVS Financial Corp., our loyal customers for banking with
West View Savings Bank, and our employees for their continued dedication and hard work each and every day
by serving our customers.

David J. Bursic
President and Chief Executive Officer

John A. Howard, Jr.
Chairman of the Board of Directors

2FIVE YEAR SUMMARY OF SELECTED CONSOLIDATED
FINANCIAL AND OTHER DATA

Selected Financial Data:
Total assets
Net loans receivable
Mortgage-backed securities
Investment securities
Deposit accounts
FHLB advances – short-term
FHLB advances – long-term fixed
FHLB advances – long-term variable
Stockholders' equity
Non-performing assets, troubled
debt restructurings and potential
problem loans(1)

Selected Operating Data:
Interest income
Interest expense
Net interest income

Provision for loan losses
Net interest income after provision
for loan losses
Non-interest income
Non-interest expense
Income before income tax expense
Income tax expense
Net income

Per Share Information:
Basic earnings
Diluted earnings
Dividends per share
Dividend payout ratio
Book value per share at period end:
Common Equity
Tier I Equity
Average shares outstanding:
Basic
Diluted

2022

2021

2020

2019

2018

As of or For the Year Ended June 30,

(Dollars in Thousands, except per share data)

$362,777
76,487
127,559
129,763
151,174
167,208
5,000
-
36,759

$346,078
80,684
82,459
151,577
157,167
113,093
10,000
25,000
38,389

$357,101
91,032
97,106
147,639
151,335
59,159
15,000
85,000
36,913

$355,818
90,588
108,331
132,780
146,435
70,828
15,000
85,000
36,049

$352,288
84,675
115,857
128,811
145,023
171,403
-
-
34,017

225

235

$5,741
932
4,809

$5,754
891
4,863

$10,485
3,854
6,631

$12,054
4,872
7,182

$9,670
3,124
6,546

(69)

(53)

4,878

472
3,682
1,668
424
$ 1,244

4,916

475
3,650
1,741
445
$ 1,296

6,561

362
3,563
3,360
870
$ 2,490

7,102

415
3,790
3,727
932
$ 2,795

6,496

470
3,713
3,253
1,128
$ 2,125

$ 0.72
$ 0.72
$ 0.40

55.56%

$ 0.74
$ 0.74
$ 0.40
54.05%

$ 1.41
$ 1.41
$ 0.40

28.37%

$ 1.57
$ 1.57
$ 0.44
28.03%

$ 1.16
$ 1.16
$ 0.32

27.59%

$ 20.01
$ 20.63

$ 20.37
$ 20.11

$ 19.36
$ 19.65

$ 18.55
$ 18.54

$ 17.27
$ 17.37

1,736,702 1,748,592 1,768,201 1,780,527 1,826,893
1,736,702 1,748,592 1,768,201 1,780,581 1,827,260

FIVE YEAR SUMMARY OF SELECTED CONSOLIDATED
FINANCIAL AND OTHER DATA

2022

As of or For the Year Ended June 30,
2020

2021

2019

2018

Selected Operating Ratios(2):
Average yield earned on interest-
earning assets(3)
Average rate paid on interest-
bearing liabilities
Average interest rate spread(4)
Net interest margin(4)
Ratio of interest-earning assets to
interest-bearing liabilities
Non-interest expense as a percent of
average assets
Return on average assets
Return on average equity
Ratio of average equity to average
assets
Branch offices at end of period

Asset Quality Ratios(2):
Non-performing and potential problem
loans and troubled debt
restructurings as a percent of net
total loans(1)
Non-performing assets as a percent
of total assets(1)
Non-performing assets, troubled debt
restructurings and potential problem
loans as a percent of total assets(1)
Allowance for loan losses as a
percent of total loans receivable
Allowance for loan losses as a
percent of non-performing loans(5)
Charge-offs to average loans
receivable outstanding during the
period

Capital Ratios(2):
Common Equity Tier 1 risk-based
capital ratio
Tier 1 risk-based capital ratio
Total risk-based capital ratio
Tier 1 leverage capital ratio

1.66%

1.82%

3.00%

3.53%

2.81%

0.31
1.35
1.39

0.34
1.48
1.54

1.29
1.71
1.90

1.68
1.85
2.10

1.05
1.76
1.90

116.37

121.91

117.40

117.43

115.89

1.03
0.35
3.27

10.30
5

1.12
0.40
3.40

11.71
6

0.99
0.69
6.90

10.06
6

1.08
0.80
8.14

9.80
6

1.05
0.60
6.31

9.66
6

0.00%

0.25%

0.28%

0.00

0.06

0.07

0.00

0.64

0.00

0.70

0.00

0.68

0.06

0.60

0.07

0.55

NMF

243.56

199.15

0.00

18.94%
18.94
19.21
10.30

18.76%
18.76
19.06
11.71

18.55%
18.55
18.88
10.16

19.07%
19.07
19.38
10.20

18.18%
18.18
18.45
9.65

________________
(1) Non-performing assets consist of non-performing loans and real estate owned ("REO"). Non-performing loans consist of non-accrual
loans and accruing loans greater than 90 days delinquent, while REO consists of real estate acquired through foreclosure and real
estate acquired by acceptance of a deed in lieu of foreclosure. Potential problem loans include loans where management has some
doubt as to the ability of the borrower to comply with present loan repayment terms.

(2) Consolidated asset quality ratios and capital ratios are end of period ratios, except for charge-offs to average net loans. With the

(3)

(4)

exception of end of period ratios, all ratios are based on average monthly balances during the indicated periods.
Interest and yields on tax-exempt loans and securities (tax-exempt for federal income tax purposes) are shown on a fully taxable
equivalent basis.
Interest rate spread represents the difference between the weighted-average yield on interest-earning assets and the weighted-
average cost of interest-bearing liabilities, and net interest margin represents net interest income as a percent of average interest-
earning assets.

(5) NMF – No meaningful figure due to no non-performing loans.

4CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS

INDEPENDENT

AUDITOR'S

REPORT

Board of Directors
WVS Financial
Corp.
Pittsburgh,

Pennsylvania

and Stockholders

Opinion

the accompanying

We have audited
subsidia,y
related
income,
comprehensive
cash flows for the year ended June 30, 2022; and the related
the financial
statements

(the "Company"),
statement

which comprise
of income,

(collectively,

statements).

consolidated

financial

statements
balance
the consolidated

Corp. and
of WVS Financial
sheet as of June 30, 2022; the

changes
in stockholders'
notes to the consolidated

equity,

financial

and

In our opinion,
financial
flows for the years then ended in accordance
States

the accompanying
of the Company

of America.

position

financial
fairly,
statements
as of June JO, 2022, and the results

in all material
of its operations

present

respects,
the
and its cash
in the United

with accounting principles generally

accepted

Basis for Opinion

our audits

We conducted
of America
(GAAS).
Responsibilities
independent
relevant
is sufficient

ethical

and appropriate

relating
to provide

in accordan

generally
are further
Our responsibilities under

standards
those standards

ce with auditing

accepted

in the United

States

described in the Auditor's

for the Audit of the Financial

Statements
of the Company and to meet our other ethical
We believe

to be
We are required
responsibilities,
with the
in accordance
we have obtained
that the audit evidence

requirements

of our report.

to our audits.

section

a basis for our audit opinion.

Responsibilities

of Management

for the Financial

Statements

is responsible

Management
accordance
design,
presentation
error.

with accounting
implementation,
of financial

for the preparation
principles
and maintenance
statements

and fair presentation
accepted
of internal
control
that are free from material

of the financial
States
in the United

relevant
whether
misstatement,

generally

of America,

and for the
and fair

to the preparation

due to fraud or

in
statements

the financial

statements,
in the aggregate,

considered

management

is required

that raise substantial

In preparing
or events,
continue
available

as a going concern
to be issued.

within

to evaluate
whether
doubt about the Company's
statements

ability
to
or

are issued

there are conditions

one year after the date that the financial

Auditor's

Responsibilities

for the Audit of the Financial

Statements

are to obtain

reasonable

Our objectives
free from material
includes
and, therefore,
a material

about whether
misstatement, whether
due to fraud or error,
assurance
is not a guarantee
that an audit conducted
exists.
when it

is a high level of assurance
in accordance

Reasonable

our opinion.

assurance

misstatement

the financial

statements

and to issue an auditor's
but is not absolute

as a whole are
report
that
assurance

with GAAS will always detect

S.R. Snodgrass,

P.C. • 2009

Mackenzie Way, SUlte 340 • Cranberry Township,

Pennsylvania 16066 • Phone: 724-934-0344

• Fax: 724-934-0345

Auditor's Responsibilities for the Audit of the Financial Statements (Continued)

The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control. Misstatements are considered material if there is a substantial likelihood
that, individually or in the aggregate, they would influence the judgment made by a reasonable user
based on the financial statements.

In performing an audit in accordance with GAAS, we:

•

Exercise professional judgment and maintain professional skepticism throughout the audit.

Identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error, and design and perform audit procedures responsive to those risks. Such
procedures include examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements.

• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion
is expressed.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of significant
accounting estimates made by management, as well as evaluate the overall presentation of the
financial statements.

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate,
that raise substantial doubt about the Company's ability to continue as a going concern for a
reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters,
the planned scope and timing of the audit, significant audit findings, and certain internal control-related
matters that we identified during the audit.

Other Information

Management is responsible for the other information included in the annual report. The other
information comprises the Shareholders' Letter and Selected Consolidated Financial and Other Data,
but does not include the financial statements and our auditor's report thereon. Our opinion on the
financial statements does not cover the other information, and we do not express an opinion or any form
of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other
information and consider whether a material inconsistency exists between the other information and the
financial statements, or whether the other information otherwise appears to be materially misstated. If,
based on the work performed, we conclude that an uncorrected material misstatement of the other
information exists, we are required to describe it in our report.

s.,�. �f.c

Cranbeny Township, Pennsylvania
September 16, 2022

CERTIAED PUBLIC ACCOUNTANTS & CONSULTANTS

REPORT OF INDEPENDENT

REGISTERED

PUBLIC ACCOUNTING

FIRM

To the Stockholders

and the Board of Directors

Corp.
ofWVS Financial

Opinion

on the Financial

Statements

consolidated balance

sheets

Corp. and subsidiary

consolidated

ofWVS Financial
of income,
statements

comprehensive

chan3es

the accompanying
as of June 30, 2021; the related
in .stockholders'

We have audited
(the "Company")
income,
.June 10, 2021; and the related
statements).
position
flows for each of the two years in the period
principles

In our opinion,

the financial

generally

in the United

accepted

equity,

States

notes to the consolidated

and cash flows for each of the two years in the period

financial
fairly,

statements
in all material

(collectively,

ended
the financial
the financial
and its cash

respects,
of its operations

statements

present

of the Company as of June 30, 2021 and 2020, and the results

ended June 30, 2021, in conformity

with accounting

of America.

Basis for Opinion

statements

an opinion

These financial
express
firm registered
are required
laws and the applicable
PCAOB.

with the Public

Company
with respect
to be independent,

on the Company's

financial

statements

are the responsibility

of the Company's

management.
based on our audits. We

Our responsibility
are a public
States)

accounting

(PCAOB) and

is to

Accounting

Oversight

Board (United
in accordance

to the Company,

with U.S. federal

securities

rules and regulations

of the Securities

and Exchange

and the
Commission

our audits

in accordance

with the standards

We conducted
we plan and perform the audit to obtain reasonable assurance
the financial
is not required
free of material
were we engaged
reporting.
audits,
the purpose
financial reporting. Accordingly,

control
of internal
of the Company's
on the effectiveness
no such opinion.

that
require
are
to have, nor
As part of our
reporting
but not for
internal control over

whether
misstatement,
an audit of its internal

to obtain
of expressing

of the PCAOB. Those standards

due to error or fraud. I he Company

an understanding

we are required

over financial

statements

over financial

about whether

we express

an opinion

to perform,

control

included
whether
included

Our audits
statements,
procedures
financial
estimates
statements.

performing
procedures
due to error or fraud, and performing
evidence
on a test basis,
examining,
Our audits
evaluating
also included
made by management,
We believe

of the financial
Such
to those risks.
in the
used and significant
the overall presentation
of the financial
basis for our opinion.

procedures
regarding
the accounting

as well as evaluating
a reasonable

and disclosures

the risks of material

misstatement

statements.

principles

that our audits

that respond

the amounts

provide

to assess

We have served

as the Company's

auditor

since I 993.

S.R.. �fc.
Township,
Cranberry
I 6, 2022
September

Pennsylvania

S.R. Snodgrass, P.C. •

2009 Maci