SEC Form DEF 14A filed by WSFS Financial Corporation

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

WSFS FINANCIAL CORPORATION

(Name of Registrant as Specified In Its Charter)

 
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Notice of 2025 Annual Meeting of Stockholders

You are cordially invited to attend the WSFS Financial Corporation (the Company, WSFS, our or we) 2025 Annual Meeting of Stockholders (the Annual Meeting), to be held virtually:

	WHEN 4:00 P.M. ET May 15, 2025		LIVE WEBCAST Register at https://web.viewproxy.com/wsfs/2025 and click the link provided and the password you received in your registration confirmation.		RECORD DATE You may vote if you were a stockholder of record at the close of business on March 21, 2025 (the “Record Date”).

Items of Business
PROPOSAL 1 Election of Directors. To elect four director nominees to our Board of Directors to serve for a three-year term.
PROPOSAL 2 Advisory Vote on Executive Compensation. To approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers (“NEOs”).
PROPOSAL 3 Ratification of the Appointment of the Independent Registered Public Accounting Firm. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.
Other Business: To consider and act upon such other business and matters or proposals as may properly come before the Annual Meeting or any adjournments or postponements thereof. As of the date of this notice, our Board of Directors knows of no other matters that may be brought before stockholders at the Annual Meeting.

Your Vote is Important

We encourage all stockholders to vote your shares in advance of the Annual Meeting using one of the voting methods described in the proxy materials, which you can access at https://web.viewproxy.com/wsfs/2025. In order to attend the Annual Meeting, you must register at https://web.viewproxy.com/
wsfs/2025 by 11:59 P.M. ET on May 12, 2025. On the day of the Annual Meeting, if you have properly registered, you may enter the meeting by clicking on the link provided and the password you received via email in your registration confirmation. You will be able to listen to the Annual Meeting live, submit questions and vote. Further instructions on how to attend and vote at the Annual Meeting are contained in the section titled “Meeting and Other Information.”

Sincerely,

Rodger Levenson

Chairman, President, and Chief Executive Officer

Table of Contents

Forward-Looking Statements

Proxy Statement Summary

This summary provides an overview of the items contained in this Proxy Statement. We encourage you to read the entire Proxy Statement for additional information prior to voting your shares.

Proposals and Voting Recommendations

Our stockholders are being asked to vote on the following proposals.

2024 Business Performance Highlights

WSFS delivered strong results in 2024, including substantial performance in our fee-based businesses, solid loan and deposit growth, prudent asset quality management, and continued optimization of recent franchise investments. This drove robust performance across key financial metrics including earnings per share (“EPS”), return on average assets (“ROA”), Fee Revenue %, Net Income, and return on average tangible common equity (“ROTCE”), and positions WSFS for continued, sustainable growth.

We are particularly pleased with the increase in fee revenue %, which rose over 400 bps, showcasing the strength and diversification of our revenue streams. Our net income benefited from continued growth in loans and deposits as well as our ability to proactively manage deposit pricing strategies to drive a strong net interest margin of 3.82%.

Notably, WSFS returned $131.2 million of capital to stockholders while still being able to grow our strong and prudent capital ratios.

Throughout a period of economic uncertainty, WSFS remained a pillar of stability for our investors, Clients, and the Communities we serve. We are confident that our strategic focus and strong financial foundation will drive continued success and create significant value for all stakeholders in the years ahead.

As we embark on our 2025-2027 Strategic Plan, WSFS is energized and strategically focused on driving franchise growth and seizing share within our markets. Based on our unique market position, strong capital ratios, and a diversified business model, we believe WSFS will be poised to leverage these strengths and deliver exceptional value and build on our momentum in the year ahead.

Board Composition

Our Board of Directors currently consists of 12 members and is divided into three “classes,” with each class serving for a term of three years. The leadership of our Board of Directors is comprised of: (i) our Chairman of our Board of Directors (“Chairman”) (who also serves as our President and Chief Executive Officer (“CEO”)), (ii) our Lead Independent Director and (iii) our committee chairs. A summary of our directors is listed below:

In considering nominees, our Board of Directors and the Governance and Nominating Committee believe our Board of Directors should reflect a wide range of leadership accomplishments, skills, knowledge and experience, among the other factors described in the “Corporate Governance” section. On an annual basis we actively evaluate the efficacy of the Board of Directors and individual members. We believe it is important to have a strong Board of Directors comprised of a majority of independent directors that is accountable to our stockholders. We aim for a balanced distribution of shorter-tenured members (less than 6 years), medium-tenured members (between 6 and 12 years), and longer-tenured members (more than 12 years). Our Board of Directors takes a broad and thoughtful view of diversity, believing that a broad range of experiences and skills are necessary to effectively understand our Associates, Clients and Communities. The following charts show the composition of our Board of Directors following the Annual Meeting:

Committees and Leadership

The following chart shows the current committees and subcommittees of our Board of Directors, the committee membership and the number of meetings each committee held in 2024.

Corporate Governance Practices

Our corporate governance practices are designed to ensure safe and sound management of WSFS:

Environmental, Social, and Governance Matters

At WSFS, “We Stand for Service” is our mission, strategy, brand, and our daily call to action that is combined with our strong complement of products and services to meet the needs of our diverse communities. Our Board of Directors is responsible for oversight of material risks to our operations, including those that are environmental and social in nature, as well as oversight of Environmental, Social, and Governance (“ESG”) efforts generally.

For a detailed description of the Company’s ESG Report, go to the website www.wsfsbank.com (select “About”, then select “Investor Relations”, then select Governance and then select ESG). The ESG Report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Environmental

We are committed to balancing the evolving needs of our Clients, including access to physical banking locations, with the need to minimize our adverse impact on the environment. We are focused in particular on our physical footprint by seeking opportunities to optimize our branch network and providing hundreds of ATMs that provide Clients access to bank services without the need for full banking offices. We continue to invest in our digital capabilities and provide best-in-class solutions, consistent with our brand, for our Clients, and Associates. All of these efforts are aimed to further reduce our adverse environmental impact.

Social

We encourage Associates to volunteer with nonprofits of their choice, and we stand behind that encouragement by offering each Associate four hours per month of compensated work time for participation in volunteer activities. In 2024, Associate volunteers logged over 33,000 hours including providing Financial Literacy lessons and serving with community organizations across our footprint. The WSFS Cares Foundation, the charitable giving arm of WSFS, made more than $2.7 million in grants and contributions to 323 charitable organizations in our Communities. We also serve and invest in low-to-moderate income communities by partnering with nonprofits that work to, among other things, increase responsible home ownership, extending mortgage loans to borrowers in those communities and making direct contributions and investments in those communities.

Governance

We are dedicated to operating in accordance with sound governance practices and principles, as described above in “Corporate Governance Practices.” Our Board of Directors takes a broad and thoughtful view of diversity, believing that a broad range of experiences and skills are necessary to effectively understand our Associates, Clients, and Communities.

Executive Compensation Practices

The following fundamental principles underlie our executive compensation philosophy and design:

We have designed our executive compensation practices to support good governance and mitigate excessive risk-taking:

Proposal 1: Election of Directors

CORPORATE GOVERNANCE

Our Board of Directors has nominated the following individuals to be members of our Board of Directors for their strong character and business acumen and because we believe they embody the values at the core of our culture: service, truth, and respect, and have the ability to help the Company grow and improve.

For a three-year term expiring on the date of our Annual Meeting of Stockholders to be held in 2028:

Our Board of Directors consists of 12 members and is divided into three “classes,” with each class serving for a term of three years. Five directors have terms that expire at the 2025 Annual Meeting. Mr. Diego F. Calderin will not be standing for reelection; as a result, following the Annual Meeting, our Board of Directors will consist of 11 members.

Each of the nominees are current directors of WSFS and have been recommended by the Governance and Nominating Committee. We provide more information about our directors and director nominees on the following pages. Currently, all directors of WSFS also serve as directors of Wilmington Savings Fund Society, FSB (“WSFS Bank” or the “Bank”).

ABOUT YOUR VOTE

The Board of Directors recommends a vote FOR each of the nominees listed on the following pages.

Biographies of Director Nominees

	Rodger Levenson   Director since: 2019 Chairman since: 2020 Term expires: 2025
Committees: Executive Committee
Rodger Levenson, 64, has been Chairman of our Board of Directors since January 1, 2020. He brings extensive banking, finance, lending, risk management, regulatory, mergers and acquisitions, governance, executive management, and local market expertise to our Board of Directors having served in executive roles in commercial lending, finance and corporate development with financial institutions in the Greater Philadelphia and Delaware Region for the majority of his career.   •  President and Chief Executive Officer of WSFS (2019 to present) •  Executive Vice President and Chief Operating Officer of WSFS (2017 to 2018) •  Executive Vice President and Chief Corporate Development Officer of WSFS (2016 to 2017) •  Executive Vice President and Interim Chief Financial Officer of WSFS (2015 to 2016) •  Executive Vice President and Chief Commercial Banking Officer of WSFS (2006 to 2015) •  Senior Vice President and Manager at Citizens Bank (2003 to 2006) Board Service and Memberships: •  Board of Directors, Executive Committee and Member of CEO Council for Growth of The Chamber of Commerce for Greater Philadelphia •  Board of Directors and Executive Committee of the Delaware Prosperity Partnership •  Member of the U.S Federal Reserve Board’s Federal Advisory Council (FAC) •  Member of the Children’s Hospital of Philadelphia Corporate Council •  Member of the Executive Committee of the Satell Institute for Corporate Social Responsibility •  Member of Delaware Business Roundtable •  Former director of the Delaware Chamber of Commerce •  Former chairman and director of the Delaware Bankers Association •  Former director for the United Way of Delaware Education: •  Bachelor of Business Administration in Finance from Temple University •  Master of Business Administration from Drexel University •  Leadership courses at the Wharton School of Business, Center for Creative Leadership, and Harvard University School of Business

	Francis B. Brake   Director since: 2014 Term expires: 2025
Committees: Executive Committee Governance and Nominating Committee Leadership and Compensation Committee Risk Committee
Francis B. Brake, 61, brings expertise in marketing, entrepreneurship, innovation, product development, business partnerships, financial services, and executive leadership to our Board of Directors.   •  President and Co-Founder of Epic Research, LLC (2007 to present) •  Managing Director and Chief Marketing Officer for Juniper Bank/ Barclaycard US (2000 to 2007) •  Various positions including Executive Vice President, Marketing at First USA Bank (1994 to 2000)   Board Service and Memberships: •  Chairperson of the Board of Directors of The Chester Fund Foundation •  Former director of Barclays Bank Delaware Education: •  Bachelor of Arts in Government from The College of William and Mary •  Master of Business Administration from The Darden Graduate School of Business, University of Virginia

Other Continuing Directors

	Anat Bird Director since: 2010 Term expires: 2027
Committees: Audit Committee Risk Committee Wealth Management Fiduciary Audit Committee Wealth Management Fiduciary Committee
Anat Bird, 73, brings a broad range of banking experience as well as strategic planning, mergers and acquisitions, regulatory, risk, financial, and executive management experience from a national and global perspective to our Board of Directors. Ms. Bird has extensive experience in the banking and financial services industry including authoring six books on the banking business and providing and facilitating ongoing dialogue and education for executives in the banking industry through SCB Forums.   •  President and Chief Executive Officer of SCB Forums, LTD, Division of The Risk Management Association (RMA) (1994 to present) •  President and CEO of California Community Bancshares (March 2001 to November 2001) •  Executive Vice President of Wells Fargo Bank (1997 to 2001) •  Senior Executive Vice President, Chief Operating Officer of Norwest Bank (1997 to 2001) •  Group Head and Executive Vice President of Norwest Bank (1995 to 1997) Board Service and Memberships: •  Board of Directors for MidFirst Bank in Oklahoma City, Oklahoma (2003 to present) •  Former member of the Boards of Sterling Bank (2002 to 2011), Sun Bancorp, Inc. (2008 to 2009), First Indiana Bank (2002 to 2007) and AmTrust Bank (2008 to 2009) Education: •  Bachelor of Arts in International Relations and Master’s degree in International Relations and Psychology from Hebrew University in Jerusalem •  Masters of Business Administration in Finance from American University •  Diploma in Corporate Strategic Planning from the Wharton School of Business

	Jennifer W. Davis Director since: 2009 Lead Director since: 2021 Term expires: 2027
Committees: Governance and Nominating Committee Executive Committee Risk Committee
Jennifer W. Davis, 54, brings human resources, technology, finance, risk management and executive leadership expertise to our Board of Directors. Ms. Davis provides experience with and knowledge of enterprise risk management gained from both her current and past roles with the University of Virginia and George Mason University as well as being well versed in the technology needs of a large organization. •  Executive Vice President and Chief Operating Officer at the University of Virginia overseeing the areas of finance, human resources, accounting, treasury, facilities, audit, compliance, enterprise risk management, technology, public safety, and auxiliary services (2018 to present) •  Senior Vice President and Chief Financial Officer at George Mason University (2013 to 2018) •  Vice President for Finance and Administration of the University of Delaware (2008 to 2013) •  Cabinet Secretary-Director of the Office of Management and Budget for the State of Delaware (2005 to 2008) •  Budget Director, Deputy Secretary of Education and Associate Secretary of Education for policy and administrative services for the State of Delaware (2002 to 2005) Education: •  Bachelor’s degree in Political Science and Master’s degree in Policy Analysis from Pennsylvania State University

Our Director Nomination and Selection Process

Board Structure and Roles

Committees

Our Board of Directors has established several committees: the Audit Committee, the Governance and Nominating Committee, the Executive Committee, the Risk Committee, the Leadership and Compensation Committee, the Wealth Management Fiduciary Audit Committee, the Wealth Management Fiduciary Committee and the Board of Directors of Wilmington Savings Fund Society, FSB (“WSFS Bank”) has established an Executive Committee.

C = Chair

Committee Membership

The Governance and Nominating Committee makes recommendations to our Board of Directors for appointments to the committees of our Board of Directors, taking into consideration recommendations from our Chairman. All committees must be comprised of at least three directors, and directors may serve on more than one committee. Our Board of Directors makes a final appointment after a majority decision is reached. Each Committee elects its Chair in a process overseen by the Governance and Nominating Committee. While the Audit Committee, Leadership and Compensation Committee and Governance and Nominating Committee are fully independent, all other committees of our Board of Directors should have a majority of independent directors. Generally, independent directors should serve on a balanced number of committees. All directors should rotate and serve on all committees (other than the three core committees that are completely independent), including at least one to two years on the Executive Committee. However, the Governance and Nominating Committee may rotate standing committee members periodically. Committee members should serve no more than seven consecutive years on a particular committee.

Board Policies

Compensation of our Board of Directors

Our Board of Directors’ philosophy is to maintain director compensation near the median of annual compensation levels for our CPG. We discuss the process for selection and use of our custom CPG later in the proxy under the section entitled Peer Group. The Governance and Nominating Committee reviews Board of Directors’ compensation and committee fees annually and makes recommendations for adjustments when and where they feel appropriate.

Director Non-Qualified Deferred Compensation Plan

We offer a non-qualified deferred compensation plan for our Board of Directors. This program allows for retainer and meeting fees to be deferred. It offers pre-tax, voluntary contributions, tax deferred earnings, investment choices and flexible payment options. The plan is solely funded by the participant, and while the Company has discretion to make employer contributions, it has not exercised its discretion to do so for directors. The plan was reviewed and approved by our Leadership and Compensation Committee and our Board of Directors.

Director Compensation Table

The compensation paid to directors during 2024 is summarized in the following table. Mr. Levenson is not shown in this table because he is compensated as an officer and did not receive any additional director compensation.

Compensation of Lead Independent Director

Effective July 1, 2021, Ms. Davis became the Lead Independent Director. During 2024, she was compensated $25,000 for serving in that role in addition to her other compensation as a director. Mr. Gheysens will be assuming the role of Lead Director effective July 1, 2025, pending the results of our 2025 Annual Meeting.

Proposal 2: Advisory Vote on Executive Compensation

EXECUTIVE COMPENSATION

We are seeking advisory (non-binding) stockholder approval of the compensation of our NEOs. This proposal gives you as a stockholder the opportunity to endorse or not endorse our NEO compensation program through the following resolution:

“Resolved, that the stockholders approve the compensation of WSFS Financial Corporation’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure shall include the CD&A, the compensation tables and any related material) in this proxy statement.”

ABOUT OUR EXECUTIVE COMPENSATION PROGRAM

Our stockholders approved our 2024 “say-on-pay” vote, which we believe reflected the strength of our corporate governance program and its alignment with our executive compensation program. Our executive compensation and corporate governance programs include:

This “say-on-pay” proposal gives our stockholders the opportunity to express their views on the compensation of our NEOs. This vote is not intended to address any specific item of compensation, but rather our overall compensation philosophy and objectives with respect to our NEOs. Accordingly, your vote will not directly affect or otherwise limit any existing compensation or award arrangement of any of our NEOs.

Our Board of Directors believes that the compensation of our NEOs is appropriate and should be approved on an advisory basis by the Company’s stockholders as more particularly outlined in our CD&A discussion beginning on page 32.

ABOUT YOUR VOTE

The Board of Directors recommends a vote FOR approval of this advisory (non-binding) resolution relating to the compensation of WSFS Financial Corporation’s NEOs.

Executive Leadership Team

The following table sets forth: (i) each member of our Executive Leadership Team, including the executive officers of the Company, (ii) his or her age as of the Record Date, (iii) the current position of each member of our Executive Leadership Team and (iv) the period during which such person has served in such position. Following the table is a description of each member of our Executive Leadership Team’s principal occupation.

For biographical information regarding Rodger Levenson, see “Other Continuing Directors”.

Biographies

Arthur J. Bacci

Age: 66 • Year Assumed Current Position: 2024 • Year Hired by WSFS: 2018

Arthur J. Bacci, has served WSFS as Executive Vice President and Chief Operating Officer Since August 15, 2024. From August of 2023 through August of 2024 Mr. Bacci assumed the additional role of interim Chief Financial Officer as well as serving as Chief Wealth Officer, the role he held since joining the executive team at WSFS in 2018. Prior to joining WSFS, Mr. Bacci was a Vice President at Principal Financial Group, a diversified global investment management firm, where he served as head of Principal’s Hong Kong business from 2013 to 2018. He joined Principal in 2002 as Chief Financial Officer of Principal Trust Company (in Delaware). Prior to Hong Kong, Mr. Bacci served as CEO/President of the trust company beginning in 2007 as well as for Principal Bank beginning in 2009. Mr. Bacci served on the Board of GreenSky, Inc. Currently, he serves on the Delaware Business Roundtable Education Committee. Mr. Bacci received his bachelor’s degree in finance from San Jose State and an MBA from Santa Clara University. He has also participated in leadership and management programs at the University of Pennsylvania Wharton School.

Lisa Brubaker

Age: 61 • Year Assumed Current Position: 2024 • Year Hired by WSFS: 1987

Lisa Brubaker, has served as Executive Vice President and Chief Human Resources Officer of WSFS Financial Corporation since January 1, 2024. Ms. Brubaker served in the role of Chief Information Officer from August 2020 through November 2024. From May 2018 to August 2020, Ms. Brubaker served as Executive Vice President and Chief Technology Officer. She joined WSFS in 1987 and has held a variety of leadership roles with increasing responsibilities throughout her WSFS career. Ms. Brubaker serves on the Board of the Brandywine Red Clay Alliance, a watershed conservation organization in Southeastern Pennsylvania and New Castle County, Delaware, and volunteers for the Delaware Nature Society, Girls Inc. of Delaware and the Delaware Humane Association. She earned her bachelor’s degree in biology from the University of Delaware. Ms. Brubaker is a current Aresty Scholar at the Wharton School’s Aresty Institute of Executive Education where she has completed several programs under the Certificate of Professional Development curriculum in the areas of leadership, finance, and technology.

David Burg

Age: 51 • Year Assumed Current Position: 2024 • Year Hired by WSFS: 2024

David Burg has served as Executive Vice President and Chief Financial Officer since August 2024. Prior to WSFS, Mr. Burg spent nearly 17 years at Citigroup, most recently as Head of Strategy and Execution for Legacy Franchises. He also served as Chief Financial Officer for the entire Latin America region from 2021 to 2023 and as Chief Financial Officer of Citigroup’s Treasury and Trade Solutions businesses from 2017 to 2021. In these roles, he was responsible for financial reporting, financial planning and analysis, treasury management and strategy. Prior to Citigroup, he was an Engagement Manager at McKinsey & Company and also held various roles at General Electric. Mr. Burg holds an MBA in finance from Columbia Business School, as well as a master’s degree in materials science and engineering from Columbia University. He earned his bachelor’s degree in applied science and engineering from Rutgers University.

Christine E. Davis

Age: 47 • Year Assumed Current Position: 2022 • Year Hired by WSFS: 1999

Christine E. Davis, has served as Executive Vice President and Chief Risk Officer since March 2022. Ms. Davis has been with WSFS for over 25 years, holding many different roles within Internal Audit. In her most recent role as Chief Auditor, she directed and oversaw the continuous development and implementation of a comprehensive and effective Internal Audit Program throughout the organization, including its subsidiary companies, and previously served as the Deputy Chief Auditor. Ms. Davis serves on the Boards of the Delaware Bankers Association and Delaware Financial Education Alliance. Ms. Davis holds a Certified Public Accountant (CPA) certificate in Delaware and a bachelor’s degree in accounting from Pennsylvania Western University.

Jamie Hopkins

Age: 39 • Year Assumed Current Position: 2024 • Year Hired by WSFS: 2023

Jamie Hopkins has served as Executive Vice President and Chief Wealth Officer since August 2024. Prior to his current role, he served as Director of Private Wealth Management for Bryn Mawr Trust. Prior to WSFS, he served as Managing Partner at Carson Group, where he grew their private wealth management business and helped shape thought leadership around retirement planning. Mr. Hopkins is the Founder of FinServ Foundation, a nonprofit dedicated to coaching and developing the next generation of financial professionals. He serves on the FinServ Foundation Board, along with the Wealth.com, C2P Enterprises, Focal, and Wing.app Advisory Boards and previously served as national trustee member of NAIFA. Mr. Hopkins holds an LLM from Temple University Beasley School of Law and a JD from Villanova University Charles Widger School of Law. He earned a master’s degree in financial planning from the American College of Financial Services and an MBA from Villanova University.

Shari Kruzinski

Age: 55 • Year Assumed Current Position: 2023 • Year Hired by WSFS: 1989

Shari Kruzinski, has served as Executive Vice President and Chief Consumer Banking Officer since January 2023. Previously, she served as Executive Vice President and Chief Customer Experience Officer from October 2021 to January 2023 and as Executive Vice President and Director of Retail Delivery from May 2021 until October 2021. Prior to that, from 2008 until May 2021 she was Senior Vice President and Regional Manager of WSFS Bank’s Southeastern Pennsylvania market. Her responsibilities included heading WSFS Bank’s retail operations, and consumer and small business banking in Chester, Delaware and Montgomery Counties. Ms. Kruzinski joined WSFS in 1989 and has held many leadership positions within the Retail Division throughout her 30+ years with the Company. Ms. Kruzinski serves on the Board of the Greater Philadelphia Market Board of the March of Dimes. She attended Wilmington University and is a graduate of ABA Stonier Graduate School of Banking.

James Wechsler

Age: 37 • Year Assumed Current Position: 2025 • Year Hired by WSFS: 2010

James “Jim” Wechsler has served as Executive Vice President and Chief Commercial Banking Officer since January 1, 2025. Prior to his current role, he served as Chief Operating Officer of Commercial Banking. He has also held various senior positions at WSFS, including leading Corporate Development, Strategic Planning, Consumer Lending and Small Business Banking. Mr. Wechsler earned his bachelor’s degree in finance from the University of Delaware and his MBA in finance and strategic management from Villanova University. He was named to Philadelphia Business Journal’s 40 under 40 list in 2022. He serves on the Board of Bryn Mawr Hospital Foundation, JFCS of Greater Philadelphia and was director of a locally-based home equity lending company, SpringEQ, until its successful sale in 2023.

Executive Compensation Discussion and Analysis

In this Executive Compensation Discussion & Analysis (“CD&A”), we explain our 2024 compensation program for our Executive Leadership Team, including our CEO, the two executives in the Chief Financial Officer (“CFO”) role and our three highest paid other executive officers listed below. Our Leadership and Compensation Committee has designed our executive compensation program to reflect our pay-for-performance philosophy, with oversight from our Board of Directors and guidance and assistance from its independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”). Principally, our executive compensation program is designed to align the interests of senior leadership with our stockholders and our long-term success.

Summary

In 2024, we compensated our executive officers using a combination of base salary and both short-term and long-term incentive awards for their performance. Under the Executive Leadership Team Incentive Plan (“ELTIP”), we award a mix of service-based equity grants, in the form of Restricted Stock Units (“RSUs”), performance-based equity grants, in the form of Performance Stock Units (“PSUs”), as well as cash-based incentives to our executive officers on an annual basis, as described further in this CD&A. We believe that a mix of short-term and long-term award opportunities, based on individual and Company-wide goals and weighted based on the executive officer’s level of responsibility, will appropriately compensate and reward executive officers for both near-term results and for creating long-term sustainability.

Executive Compensation Philosophy

Our objective is to be a long-term, sustainable, high-performing company, and we have designed our compensation practices to attract and retain high-quality individuals and motivate and reward them for strong performance. The following fundamental principles underlie our executive compensation philosophy and design:

The following table summarizes our executive compensation plan features, which our Leadership and Compensation Committee regularly reviews in line with our executive compensation philosophy.

How Executive Compensation Decisions Are Made

Compensation decisions are made by our Leadership and Compensation Committee, considering input from management, FW Cook, and our stockholders (vis-à-vis say-on-pay votes), and through examination of compensation practices of a CPG, identified in consultation with FW Cook, that we believe is representative of those companies with whom we compete for talent. These varying roles are each described below.

Elements of Compensation

Our long-term financial objective is to be a sustainable, high-performing company, and we have designed our compensation practices toward attracting and retaining high-quality Associates and motivating and rewarding them for strong performance and creating alignment with the interests of our stockholders. The components of 2024 executive compensation were base salary, short-term cash incentive awards, long-term equity incentive awards and other benefits. While the Leadership and Compensation Committee has the authority to exercise discretion during the course of the year and consider discretionary bonuses, on a case-by-case basis, after review of Company and individual performance at the end of a year, the committee granted one-time cash payments to Mr. Bacci and Ms. Brubaker in recognition for their leadership roles as Interim CFO and CIO, respectively. In addition, Ms. Kruzinski was awarded a one-time cash payment in recognition of her leadership in development of the 2025-2027 strategic plan. In light of Mr. Clark’s transition from Chief Commercial Banking Officer to Strategic Advisor, Commercial Banking, effective January 1, 2025, Mr. Clark received a cash payment approximating the ELTIP long-term incentive award he would have otherwise received for 2024. This amount is included in the “Bonus” column of the Summary Compensation Table (“SCT”).

As reflected in the charts below, 78% of our CEO’s target total 2024 compensation was variable or “at risk,” and an average of 73% of our other NEOs’ target total 2024 compensation was variable or “at risk.” We believe the mix of compensation elements paid to our executive officers incentivizes the strong performance needed to meet our objectives. In the following section, we describe these elements of our executive compensation, including how we determine the amounts for each element, why each element is included in our executive compensation program and the actual payments resulting from our pay-for-performance incentive programs.

Short-Term Cash Incentive Compensation Determination Process

Peer Group

Periodically, the Leadership and Compensation Committee engages its third-party compensation consultant to conduct a formal review of our executive compensation program. A comprehensive review was conducted in 2023 by our prior compensation consultant. The Leadership and Compensation Committee requested these reviews to assess competitive compensation levels for Executive Leadership and the alignment of base compensation, incentives, and equity awards with our compensation philosophy. As part of this process, the Leadership and Compensation Committee reviews the programs and practices of a custom CPG, in addition to other relevant market compensation data sources. In selecting comparable companies for inclusion in the CPG, we consider a number of demographic factors including SEC-reporting status, listing on a major stock exchange, and location; along with measures of company size including total assets, revenues, market capitalization, size of workforce, etc. Our intent is that WSFS rank near the middle of the peer group when multiple size factors are considered. We update our CPG as an integral step in conducting formal reviews of marketplace compensation levels and practices.

Listed below are members of our 2024 CPG along with individual company data.

Notes:

Financial data is provided by S&P Global Market Intelligence database.

Based on data obtained from S&P Global, our ending assets were below the 50^th percentile of the CPG; while our revenues, market capitalization, and workforce size all ranked at or above the 50^th percentile. We also note that our reported return on assets of 1.27% ranked at 80^th percentile of companies in the CPG, which supports our long-term top-quintile performance philosophy.

2024 Executive Compensation Summary

Base Salary

For 2024, our Board of Directors approved NEO base salary changes as shown in the following table.

Executive Leadership Team Incentive Plan

Short-Term Cash Incentive Performance Targets

Short-term incentive awards under the ELTIP use three Company financial measures of performance, which are non-GAAP financial measures and should be considered along with results prepared in accordance with GAAP, and not as a substitute for GAAP results. The following table shows our 2024 performance metrics under the ELTIP. Short-term cash incentive awards for the CEO are based solely on the Company-wide performance score. Short-term cash incentive awards for other NEOs are based on a weighting of 80% Company-wide performance and 20% for individual performance determined by measures and objectives established in discussions with the CEO. Our Target levels of performance for 2024 were set below our actual achievements from 2023 primarily given the projected significantly lower interest rate environment in 2024 versus 2023, and the resulting compression of net interest margin in the banking space. In addition, our Targets are set based on a relative analysis and endeavor to align with the 75th percentile performance of the KRX index, which is used for performance comparison for our STI and PSUs. Therefore, the year-over-year reduction of our Targets are based on sector-wide projections.

For 2024, the below table reflects the target values of each of our NEO’s short-term cash incentive award under the ELTIP as a percent of base salary. Payment of short-term cash incentive awards under the ELTIP occurs no later than March 15th of the year following the performance period. This timing usually provides ample opportunity for the finalization of year-end performance results, as well as maintaining compliance with the short-term deferral exception under Section 409A requirements of the Internal Revenue Code of 1986, as amended (the “Code”).

2024 Quality of Earnings Review

In connection with administering the short-term cash incentive component of the ELTIP, the Leadership and Compensation Committee conducts a “quality of earnings” review under which it evaluates any unusual, one-time items generally greater than $5.0 million, after tax, that impact cash, equity and earnings, and considers them for adjustments for the purposes of calculating relevant performance measures. Any “quality of earnings” evaluations are made with a strong bias towards ensuring that management is accountable for reported results. For 2024, the Leadership and Compensation Committee’s review concluded that certain items should be excluded from our reported earnings for the purposes of calculating Adjusted ROA, Adjusted ROTCE, and Adjusted EPS as it relates to the ELTIP STI.

A total of $5.1 million was excluded from fee revenue, including:

A total of $3.9 million was excluded from expenses, including:

As a result, solely for the purpose of determining achievement in 2024 of the Company-wide performance measures under the Quality of Earnings methodology, our Adjusted ROA, Adjusted ROTCE, and Adjusted EPS were adjusted down from their GAAP equivalents to 1.26%, 17.8%, and $4.39, respectively. The following table shows our 2024 adjusted results, which are non-GAAP financial metrics and should be considered along with results prepared in accordance with GAAP, and not as a substitute for GAAP results.

Our ELTIP STI performance rating is calculated from the equally weighted results for Adjusted ROA, Adjusted ROTCE, Adjusted EPS and Strategic Performance against each participant’s pre-established performance targets. These results are interpolated based on a performance score of 1 for “Threshold”, 2 for “Target”, and 3 for “Maximum.”

2024 ELTIP STI Performance Metrics⁽¹⁾

Strategic Performance

As described earlier, the Leadership and Compensation Committee identified and evaluated four components in the Strategic Performance metric: Associate engagement, Company culture, community impact and the development of the 2025-2027 strategic plan. The weighted score of Strategic Performance metric was at Target.

Based on the Company’s achievement in 2024 against the four performance metrics and the continued leadership and strategic direction provided by the Executive Leadership Team during the year, the Leadership and Compensation Committee granted and our Board of Directors approved a short-term cash incentive award to our CEO in an amount equal to 127.1% of base salary (115.5% of his target incentive of 110% of salary). The CEO’s short-term cash award is based on 100% of the aforementioned company performance metrics. The other NEOs’ short-term cash awards have an 80% Company performance and 20% individual performance weighting, which resulted in payouts averaging 106.2% of base salary (160.9% of their target incentive of 66% of salary).

In addition to our plan-based short-term cash incentives, the Committee granted one-time cash payments to Mr. Bacci ($97,500) and Ms. Brubaker ($103,500) in recognition of the increased responsibility and workload associated with their interim leadership roles as CFO and CIO, respectively.

Ms. Kruzinski was awarded a one-time cash payment of $15,000 in recognition of her leadership in development of the 2025-2027 strategic plan.

Mr. Burg received a sign-on bonus of $275,000 as part of our negotiations to onboard as our new CFO.

As part of Mr. Clark’s transition from Chief Commercial Banking Officer to Strategic Advisor, Commercial Banking, effective January 1, 2025, he received the cash equivalent of his ELTIP long-term incentive award for 2024. This was not incremental compensation but a change in payment form to reflect his change in role after serving the entirety of 2024 as our Chief Commercial Banking Officer, for which he was eligible for this amount.

Long-Term Equity Incentive Award

Long-term incentive equity is awarded to the CEO and other NEOs in the form of RSUs and PSUs with a 40% and 60% split, respectively, assuming that PSUs are ultimately earned for 50^th percentile performance ranking as described below. At target, the grant date value of awards equal to a percent of base salary is 190% of salary for the CEO and 70% of salary for other NEOs.

In February 2025, the CEO and other NEOs were awarded RSUs and PSUs based on the calculations described below. In addition, PSUs were granted at the target level based on the calculations described below; and, subject to adjustments based on performance over the three-year performance period.

RSU Grant Details

RSUs are generally granted with the grant date value equal to a percent of base salary divided by the share price on the grant date. The grant date value equals 76% of salary for the CEO and 28% of salary for other NEOs. RSUs vest in equal annual installments generally over three years.

PSU Grant Details

The maximum number of PSUs that can be earned by the CEO and other NEOs is 200% of their target grant. For NEOs, the calculation is based on 84% of the salary of each NEO. Actual PSUs earned for the three-year performance period ending December 31, 2026 are based on the Company’s cumulative Adjusted ROA. The Company’s results are compared to the performance of companies in the KRX index to determine our percentile ranking. If the Company’s performance ranking is at the 25^th, 50^th, 75^th or 100^th percentiles, grantees will receive 50%, 100%, 150% or 200% of their target PSUs, respectively. If performance ranks below the 25^th percentile, no PSUs are earned. Interpolation is used to determine the number of PSUs earned for a ranking between the 25^th and 100^th percentiles. Earned PSUs are also subject to cliff-vesting at the end of the performance period.

The below table reflects the NEO’s long-term equity incentive opportunity under the ELTIP as a percent of his or her base salary.