Proxy Statement (Form DEF 14A)
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
☒ | Filed by the Registrant | ☐ | Filed by a Party other than the Registrant |
Check the appropriate box: | |
☐ | Preliminary Proxy Statement |
☐ | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Under Rule 14a-12 |
(
(
Payment of Filing Fee (Check the appropriate box): | |
☒ | No fee required. |
☐ | Fee paid previously with preliminary materials. |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Notice of 2025 Annual Meeting of Stockholders
You are cordially invited to attend the
WHEN |
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 |
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 |
|
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
Sincerely,
Chairman, President, and Chief Executive Officer
Whether or not you plan to attend the Annual Meeting, please vote as soon as possible to make |
i | ||
How to Cast Your Vote | |
Your shares cannot be counted unless you vote by any of these methods: | |
BY INTERNET Visit www.aalvote.com/WSFS. |
|
BY TELEPHONE Call toll-free to 1 (866) 804-9616. |
|
BY MAIL Complete, sign and date the proxy card and mail it in the enclosed postage-paid envelope. Proxy cards submitted by mail must be received by |
|
Beneficial Owners |
If your shares are held in "street name", you should check with your bank, broker or other agent and follow the voting procedures required by your bank, broker or other agent to vote your shares. Each stockholder who attends the Annual Meeting virtually will need the control number that appears on the materials sent to you. |
Notice of Internet Availability of Proxy Materials |
In accordance with rules adopted by the The Notice of Internet Availability provides instructions either for accessing our proxy materials, including the Proxy Statement, the 2024 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended If you would like to receive a paper or email copy of our proxy materials either for this Annual Meeting or for all future meetings, you should follow the instructions for requesting such materials included in the Notice of Internet Availability we mailed to you. Our Board of Directors provided the Notice of Internet Availability and is making the proxy materials available to you in connection with the Annual Meeting. As a stockholder of record on the Record Date, you are invited to attend the Annual Meeting virtually and are entitled to, and requested to, vote on the proposals described in this Proxy Statement. |
ii | ||
Table of Contents
iii | ||
Forward-Looking Statements
This Proxy Statement contains estimates, predictions, opinions, projections and other "forward-looking statements" as that phrase is defined in the Private Securities Litigation Reform Act of 1995. Such statements include, without limitation, references to our predictions or expectations of future business or financial performance, as well as our goals and objectives for future operations, financial and business trends, business prospects and management's outlook or expectations for earnings, revenues, expenses, capital levels, liquidity levels, asset quality or other future financial or business performance, strategies or expectations. The words "believe," "expect," "anticipate," "plan," "estimate," "target," "project" and similar expressions, among others, generally identify forward-looking statements. Such forward-looking statements are based on various assumptions (some of which may be beyond our control) and are subject to risks and uncertainties (which change over time) and other factors which could cause actual results to differ materially from those currently anticipated. Such risks and |
uncertainties are discussed in detail in the risk factors in Item 1A of our Annual Report on Form 10-K for the year ended We caution readers not to place undue reliance on such forward-looking statements, which speak only as of the date they are made. We disclaim any duty to revise or update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of us for any reason, except as specifically required by law. |
iv | ||
Proxy Statement Summary
We are providing this Proxy Statement ("Proxy Statement") to stockholders in connection with the solicitation by the Board of Directors of
Our Annual Meeting will be held in a virtual meeting format which you can only access by registering at https://web.viewproxy.com/wsfs/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 confirmations.
Please refer to our "Notice of 2025 Annual Meeting of Stockholders" and the "Meeting and Other Information" section of this Proxy Statement for more information about how to participate in the virtual meeting. If you encounter any difficulties accessing the webcast during the check-in or meeting time, please email Virtualmeeting@viewproxy.com or call 866-612-8937.
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.
Proposals |
Vote Required |
Board Recommendation |
Page |
|
1 | Election of Directors | A plurality of the votes cast | FOR | 10 |
2 |
Advisory vote on Executive Compensation |
A majority of the shares present in person by participation at the Annual Meeting or represented by proxy and entitled to vote | FOR | 29 |
3 | Ratification of the Appointment of the Independent Registered Public Accounting Firm | A majority of the shares present in person by participation at the Annual Meeting or represented by proxy and entitled to vote | FOR | 57 |
1 | ||
2024 Business Performance Highlights
1.27% | 32.5% | 17.91% | ||||||
EPS (diluted) | ROA | Fee Revenue % | Net Income(1) | ROTCE(2) |
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"), retuon average assets ("ROA"), Fee Revenue %, Net Income, and retuon 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
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.
Net Interest Income ("NIM"):Our NIM of 3.82% decreased 29bps compared to the prior year, reflecting continued mix shift and growth in higher-priced deposits and was partially offset by higher loan volumes and yields. While average loan yields were higher year-over-year for 2024, loan yields and deposit costs ended the year below the full-year average due to interest rate cuts in the second half of the year. Fee Revenue:Fee revenue increased 18% compared to last year to Noninterest Expense:Our full-year efficiency ratio of 60.9% reflects significant investments in talent and technology as well as our high-touch Customer and Client service business model. Customer Deposits:Deposits grew 4%, compared to 2023, primarily driven by the Consumer and Commercial businesses. Noninterest deposits comprised 29% of customer deposits, reflecting the strength of our deposit base. Customer deposits remain well diversified with 51% coming from Commercial, Small Business, and Net Loans and Leases:Loans grew 3% with mid-single digit growth in commercial and industrial, and commercial mortgage. Our net loan-to-deposit ratio of 77% continues to provide sample balance sheet flexibility and capacity to fund new loan growth. Asset Quality:Overall asset quality remains stable as the cycle continues to normalize from historical lows. Our ACL coverage was a strong 1.62%(2) when including our estimated remaining credit marks on the acquired loan portfolio. Net charge-offs were 40bps of average loans and 27bps when excluding the Upstart portfolio. At the end of the year, delinquencies were 92bps of loans and nonperforming assets were 61bps of total assets. |
Capital Management:Remains substantially in excess of "well-capitalized" benchmarks across all measures of regulatory capital, with a common equity tier 1 capital ratio of 13.88%. WSFS returned 50% of reported earnings to stockholders. |
Cash Connect®:Fee revenue growth of 38%, primarily driven by higher ATM bailment revenue and a 14% increase in Smart Safes. |
(1) | Net income attributable to WSFS. |
(2) | These 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. For a reconciliation of these non-GAAP financial measures to their comparable Generally Accepted Accounting Principles ("GAAP") measures, see "Appendix A-non-GAAP Reconciliations." |
2 | ||
3 | ||
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:
Director |
Age(1) |
Current Term |
Independence |
Tenure on Board (years) |
Principal Occupation |
73 | 2027 |
✓ |
15 | President and Chief Executive Officer of |
|
58 | 2025 |
✓ |
6 | Executive Vice President of Administration for |
|
61 | 2025 |
✓ |
11 | President and Co-Founder of |
|
63 | 2025 |
✓ |
3 | Retired Co-Founder and Managing Partner of Banbury Systems | |
54 | 2027 |
✓ |
16 | Executive Vice President and Chief Operating Officer at the |
|
66 | 2027 |
✓ |
6 | Principal, |
|
Eleuthère I. du Pont | 58 | 2026 |
✓ |
12 | President of |
63 | 2026 |
✓ |
5 | Retired President and Chief Executive Officer of RMA | |
54 | 2025 |
✓ |
8 | Chairman and Chief Executive Officer of |
|
64 | 2025 | - | 6 | Chairman, President and Chief Executive Officer of WSFS | |
69 | 2027 |
✓ |
3 | Retired Executive Vice President, Chief Human Resources Officer for |
|
60 | 2026 |
✓ |
12 | Managing Partner, IBM Consulting Americas |
(1) | As of |
(2) |
In considering nominees, our Board of Directors and the
4 | ||
5 | ||
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.
WSFS Financial Corporation Board of Directors Chairman: Lead Independent Director: |
||||||
Audit Committee and Fiduciary Audit Committee |
Governance and Nominating Committee |
Executive Committee |
Leadership and Compensation Committee |
Risk Committee | Wealth Management Fiduciary Committee |
|
Chair | Eleuthère I. du Pont | |||||
Vice Chair | Karen Dougherty Buchholz |
|||||
Members | Christopher T. Gheysens |
Karen Dougherty Buchholz |
Buchholz |
Buchholz |
||
Meetings | 10(2) | 4 | 10 | 6 | 6 | 6 |
(1) | During 2024, |
(2) | There were 6 Audit Committee meetings and 4 Wealth Management Fiduciary Audit Committee meetings in 2024. |
6 | ||
Corporate Governance Practices
Our corporate governance practices are designed to ensure safe and sound management of WSFS:
7 | ||
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
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.
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.
8 | ||
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:
9 | ||
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:
• | Mr. |
• | Mr. |
• | Ms. |
• | Mr. |
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.
Each of the nominees are current directors of WSFS and have been recommended by the
ABOUT YOUR VOTE
• | The election of each nominee requires the affirmative vote of a plurality of the votes cast, meaning that the nominees who receive the greatest number of votes are elected. |
• | We permit cumulative voting for the election of directors, meaning that if, for example, there are three seats up for election in a given class, if you own 100 shares, you have 300 votes to distribute among the nominees as you see fit. You can distribute them equally and cast 100 votes for each nominee or you may give more votes to certain nominees, even giving all 300 votes to a single nominee if you wish. Refer to the section titled "Meeting and Other Information" for more information about how to exercise cumulative voting rights. |
• | Executed proxies received from holders of common stock of WSFS will be voted for the election of such nominees unless marked to the contrary. |
• | If any nominee becomes unable to serve, which is not anticipated, the proxy will be voted for a substitute nominee to be designated by our Board of Directors or the number of directors will be reduced. |
• | Abstentions and broker non-votes are treated as present for quorum purposes only and will not be counted as either an affirmative vote or a negative vote regarding the election of directors, and therefore, will have no effect on the election of directors. |
• | The proxies cannot be voted for a greater number of persons than the number of nominees named. |
The Board of Directors recommends a voteFOReach of the nominees listed on the following pages. |
10 | ||
Biographies of Director Nominees
Director since:2019 Chairman since:2020 Term expires:2025 |
|
Committees: Executive Committee |
|
•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 Board Service and Memberships: •Board of Directors, Executive Committee and Member of CEO Council for Growth of •Board of Directors and •Member of the •Member of the •Member of the •Member of Delaware Business Roundtable •Former director of the •Former chairman and director of the •Former director for the Education: •Bachelor of Business Administration in Finance from •Master of Business Administration from •Leadership courses at the |
Director since:2014 Term expires:2025 |
|
Committees: Executive Committee |
|
•President and Co-Founder of •Managing Director and Chief Marketing Officer for •Various positions including Executive Vice President, Marketing at Board Service and Memberships: •Chairperson of the Board of Directors of •Former director of Education: •Bachelor of Arts in Government from •Master of Business Administration from |
11 | ||
Director since:2019 Term expires:2025 |
|
Committees:
|
|
•Executive Vice President of •Chief Diversity Officer of •Senior Vice President of •Trustee of Board Service and Memberships: •Board of Directors of • •Global Board of Directors of Women in Cable Telecommunications •Chair of the Board of Directors of the •Board of •Former director of •Former member of Board of Directors of the Education: •Bachelor's degree from •Master's degree in Organizational Dynamics from the |
Director since:2017 Term expires:2025 |
|
Committees: Audit Committee |
|
•Chairman and Chief Executive Officer of •Vice-Chair and Chief Executive Officer of •President and Chief Executive Officer of •Chief Financial and Administrative Officer of Board Service and Memberships: •Trustee on •Chairman of the •Former director of the •Former member of the Education: •Bachelor of Science in Accountancy from •Master of Business Administration from •Former Certified Public Accountant in |
12 | ||
Other Continuing Directors
Director since:2010 Term expires:2027 |
|
Committees: Audit Committee Wealth Management Fiduciary Audit Committee |
|
•President and Chief Executive Officer of •President and CEO of California Community Bancshares ( •Executive Vice President of •Senior Executive Vice President, Chief Operating Officer of •Group Head and Executive Vice President of Board Service and Memberships: •Board of Directors for • Former member of the Boards of Education: •Bachelor of Arts in International Relations and Master's degree in International Relations and Psychology from •Masters of Business Administration in Finance from •Diploma in Corporate Strategic Planning from the |
Director since:2009 Lead Director since:2021 Term expires:2027 |
|
Committees: Executive Committee Risk Committee |
|
•Executive Vice President and Chief Operating Officer at the •Senior Vice President and Chief Financial Officer at •Vice President for Finance and •Cabinet Secretary-Director of the •Budget Director, Deputy Secretary of Education and Associate Secretary of Education for policy and administrative services for the Education: •Bachelor's degree in Political Science and Master's degree in Policy Analysis from |
13 | ||
Director since:2019 Term expires:2027 |
|
Committees: Audit Committee Wealth Management Fiduciary Audit Committee Wealth Management Fiduciary Committee |
|
•Principal, •Advisor to •Trustee and then director of •Group Executive Vice President and Chief Operating Officer of •Managing Partner, Consulting of Board Service and Memberships: •Member of the Provost's Board of •Independent director of Symphonic (2022 to present) •Former Independent director of Gluware (2021 to 2024) •Independent director of •Former independent director of •Former member of the Board of Directors of Education: •Bachelor's degrees in Economics and History from the •International Management Program at the |
Eleuthère I. du Pont Director since:2013 Term expires:2026 |
|
Committees: Audit Committee Executive Committee |
|
Eleuthère I. du Pont, 58, served as our Lead Independent Director from 2016 to 2021. Mr. du Pont brings significant expertise in corporate governance, accounting, finance, operations, retail, information technology and investment management to our Board of Directors. •President of •Senior Vice President, Operations and Chief Financial Officer of Board Service and Memberships: •Director of Education: •Bachelor of Science degree in Mechanical Engineering from •Master's degree in Business Administration from |
14 | ||
Director since:2022 Term expires:2027 |
|
Committees:
|
|
•Retired Executive Vice President, Chief Human Resources Officer for •Several key positions for • Board Service and Memberships: •Former director of • •Vestis (formerly known as • Education: •Bachelor's degree in Accounting from •Master of Business Administration from |
Director since:2020 Term expires:2026 |
|
Committees: Audit Committee |
|
•Retired President and Chief Executive Officer of •Executive Vice President, • •Group Senior Vice President and several roles in middle market lending and credit risk management at Education: •Bachelor's degrees in Finance and Economics from •Master's degree in Business Administration in Finance and Strategy from the |
15 | ||
Director since:2013 Term expires:2026 |
|
Committees: Audit Committee |
|
•Managing Partner, IBM Consulting Americas ( •Vice President and Partner, Service •Former Global Industry Leader, Financial Services Big Data, Analytics and Cognitive Industry Platforms in the •Founder of •Served in various capacities with Board Service and Memberships: •Distinguished Industry Leader-Banking/Financial •Former Chairman of the •Former Director of the •Adjunct Professor at the •Recognized as a 2024 Most Influential Corporate Director by Education: •Bachelor of Science in Computer Science/Mathematics from •Master of Science in MIS from •Dartmouth- |
16 | ||
Our Director Nomination and Selection Process
After reviewing the recommendations of the
Our Board of Directors and the
• | Our Board of Directors' current makeup to assure director candidates possess a wide range of leadership accomplishments, skills, knowledge, and experience described in the proxy summary section; |
• | Directors' and nominees' knowledge about the business activities and market areas in which we and our subsidiaries engage; |
• | Whether a candidate possesses a breadth of knowledge and experience to enable him or her to make a meaningful contribution to the governance of a complex, multibillion-dollar financial institution; |
• | Corporate values and culture, including diverse perspectives, experiences, and backgrounds; and |
• | Candidates' prominence in their fields and management experience. |
Independence
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. Consistent with
Our Board of Directors carefully considers all relevant information when determining independence status, including, but not limited to, banking, employment, compensation, consulting fees, advisory fees, related organizations, charitable contributions, board and committee positions (both at WSFS and other companies), affiliations, commercial transactions, relationships with our auditor, payments for property or services and other relationships and transactions involving each director or immediate family member and their related interests and the Company.
Other than
17 | ||
Board Structure and Roles
Leadership
The leadership of our Board of Directors is comprised of: (i) our Chairman (who also serves as our President and CEO), (ii) our Lead Independent Director and (iii) our committee chairs.
Chairman
Our Board of Directors reviews its leadership structure annually. Our Board of Directors determines whether the Chairman and CEO roles will be held by the same person based on its assessment of what is in the best interests of the Company and its stockholders at a given point in time, the leadership qualities and experience of the individual, and the composition of our Board of Directors. At the time of
Our Board of Directors also recognizes the need for strong independent perspectives. Therefore, when the Chairman and CEO roles are combined, our Board of Directors requires that the appointment of the Lead Independent Director be approved by a majority vote from all independent directors.
Lead Independent Director
The Lead Independent Director presides at meetings of our Board of Directors at which the Chairman is not present, collaborates with the Chairman and the independent directors, meets with the independent directors without management present, provides input on and approves the meeting agendas, ensures delegated committee functions are carried out, evaluates the effectiveness of our Board of Directors and its committees, including oversight of the annual Board self-evaluation process; and consultation and/or direct communication with major stockholders.
Collaboration Between the Chairman and the Lead Independent Director
Our Chairman and Lead Independent Director connect our management and our Board of Directors to support our Board of Directors working as a cohesive team, including by:
• | Providing adequate resources to our Board of Directors by way of full, timely, and relevant information; |
• | Facilitating appropriate continuing education; |
• | Arranging adequate orientation for new directors; |
• | Meeting with individual directors; |
• | Maintaining a process for monitoring legislation and best practices which relate to the responsibilities of our Board of Directors; |
• | Recommending the retention of advisers and consultants; and |
• | Ensuring that committee members have appropriate input to the proxy statement relating to their committees. |
Committee Chairs
Our committee chairs are responsible for the development, management, and effective performance of their individual committees, and provide leadership to our Board of Directors regarding all aspects related to their committee's work.
18 | ||
Committees
Our Board of Directors has established several committees: the Audit Committee, the
Audit Committee |
Governance and Nominating Committee |
Executive Committee(1) |
Leadership and Compensation Committee |
Risk Committee |
Wealth Management Fiduciary Committee |
Wealth Management Fiduciary Audit Committee |
||||||||
✓ | ✓ | ✓ | ✓ | |||||||||||
✓ | ✓ | ✓ | ✓ | |||||||||||
✓ | ✓ | C | ✓ | |||||||||||
✓ | ✓ | ✓ | ||||||||||||
C | ✓ | C | ||||||||||||
✓ | ✓ | ✓ | ✓ | |||||||||||
Eleuthère I. du Pont | ✓ | ✓ | C | ✓ | ||||||||||
✓ | ✓ | ✓ | ✓ | |||||||||||
✓ | ✓ | ✓ | ✓ | |||||||||||
C | ||||||||||||||
✓ | ✓ | |||||||||||||
C | ✓ | ✓ | ✓ | C | ||||||||||
2024 Meetings (#) | 6 | 4 | 10 | 6 | 6 | 6 | 4 |
C = Chair
(1) | The Executive Committee is a committee of the Bank and Holding Company Board of Directors. |
(2) | During 2024, |
Committee Membership
19 | ||
Audit Committee | ||
MEMBERS: | ||
Chair: |
Chair: |
|
Members:
|
Members: |
|
KEY RESPONSIBILITIES: | ||
• Assisting our Board of Directors in overseeing our internal control over financial reporting, disclosure controls and procedures, and other internal controls; • Overseeing the Company's internal audit and loan review function and its independent registered public accounting firm; • Reviewing the Company's earnings and financial statements; • Establishing procedures for treatment of confidential, anonymous complaints; • Reviewing the selection of the Company's lead external audit partner pursuant to the rotation policy (five years); and • Approving and recommending the selection of the independent registered public accounting firm. |
• Supervising the adoption of governance guidelines and policies applicable to the Company; • Recommending qualified nominees for election to our Board of Directors and its committees; • Reviewing Board compensation; • Overseeing the evaluation of our Board of Directors and management; • Managing Board succession and assisting our Board of Directors with CEO succession; and • Reviewing and providing oversight over all related party transactions to ensure that no conflicts of interest exist. |
|
MEMBERSHIP: |
||
Each member of the Audit Committee is "independent" as defined in the listing standards of Nasdaq and also meets the independence criteria set forth in Rule 10A-3 under the Exchange Act. For bank regulatory purposes, |
Each member of the |
|
MEETINGS: |
||
The committee held 6 meetings and met regularly in executive sessions during 2024. | The committee held 4 meetings and met regularly in executive sessions during 2024. | |
20 | ||
Executive Committee | ||
MEMBERS: | ||
Chair: |
Chair: |
|
Members: |
Members: |
|
KEY RESPONSIBILITIES: | ||
• Reviewing and providing advice and guidance to management and the Board of Directors with respect to the Company's transaction, integration and technology enhancement strategies; • Authorizing management to execute exclusivity and confidentiality agreements and non-binding offers, proposals, letters of intent, definitive agreements and similar offers and documents with respect to proposed transactions; and • May exercise the power and authority of the Board of Directors to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to applicable Delaware law. |
• Providing oversight and guidance with respect to personnel and compensation policies and practices; • Enabling the Company to create and maintain competitive programs; • Ensuring that personnel and compensation policies support the Company's strategic mission and comply with all applicable legal and regulatory requirements; • Overseeing the executive compensation programs and management's implementation of compensation programs; • Reviewing and approving an annual report on executive compensation and Associate incentive compensation plans prepared by our risk officers; • Reviewing and making recommendations to our Board of Directors with respect to the CEO's compensation without the CEO's presence; • Looking to the Company's overall strategy and the results on the most recent "Say on Pay;" and • Reviewing the Executive Compensation Discussion and Analysis ("CD&A") the compensation risk assessment and the Compensation Committee report and recommending to our Board of Directors their approval and inclusion in this proxy. |
|
MEMBERSHIP: |
||
A majority of the members of the Executive Committee are "independent" as defined by the listing standards of Nasdaq. |
Each member of our |
|
MEETINGS: |
||
The committee held 10 meetings and met regularly in executive sessions during 2024. | The committee held 6 meetings and met regularly in executive sessions during 2024. | |
21 | ||
Risk Committee | Wealth Management Fiduciary Audit Committee | |
MEMBERS: | ||
Chair:
|
Chair: |
|
Members: |
Members: |
|
KEY RESPONSIBILITIES: | ||
• Overseeing the Company's risk management functions, including, among other things, the identification, assessment, measurement, monitoring, and management of key risks to the Company, • Approving and recommending the Enterprise Risk Management ("ERM") framework and the risk appetite statement to our Board of Directors for approval; • Overseeing management's activities with respect to capital management and liquidity risk; • Reviewing reports on selected risk topics, including emerging risks, credit concentration and asset quality, cybersecurity; and • Reviewing and discussing with management significant regulatory reports and reported risk management deficiencies of the Company and remediation plans related to risk management. |
• Assisting our Board of Directors in fulfilling its fiduciary responsibilities regarding trust activities. • Reviewing reports of the • Reviewing reports issued by outside consultants regarding internal control or fiduciary requirements as they relate to trust and wealth activities; and • Reviewing all regulatory agency reports submitted to Trust & |
|
MEMBERSHIP: |
||
Each member of the Risk Committee is "independent" as defined by the listing standards of Nasdaq. |
Each member of the Wealth Management Fiduciary Audit Committee is "independent" as defined in the listing standards of Nasdaq and also meets the independence criteria set forth in Rule 10A-3 under the Exchange Act. For bank regulatory purposes, |
|
MEETINGS: |
||
The committee held 6 meetings and met regularly in executive sessions during 2024. | The committee held 4 meetings and met regularly in executive sessions during 2024. | |
22 | ||
Wealth Management Fiduciary Committee |
Copies of the Audit Committee Charter, Governance and Nominating Committee Charter, Executive Committee Charters, Leadership and Compensation Committee Charter, Risk Committee Charter, Wealth Management Fiduciary Committee Charter, and Wealth Management Fiduciary Audit Committee Charter can be found on the investor relations page of our website www.wsfsbank.com (select "About", then select "Investor Relations", then select "Governance"). |
MEMBERS: | |
Chair: Eleuthère I. du Pont |
|
Members: |
|
KEY RESPONSIBILITIES: | |
• Overseeing the • Establishing the strategic direction, risk tolerance standards, and ethical culture for fiduciary and asset management activities; and • Monitoring the implementation of fiduciary and asset management risk-taking strategies and the adequacy and effectiveness of the risk management system in achieving the |
|
MEMBERSHIP: | |
A minimum of two members of the Wealth Management Fiduciary Committee must be "independent" as defined by the listing standards of Nasdaq. | |
MEETINGS: | |
The committee held 6 meetings and met regularly in executive sessions during 2024. | |
23 | ||
Board Policies
Board of Directors Role in Risk Management Oversight
As described in greater detail in the description of each committee's role and responsibilities and the committee's charter, our Board of Directors is responsible for oversight of material risks to our operations, including those that are environmental, social, and governance in nature, as well as oversight of our ESG efforts generally. The Risk Committee reports regularly to the Board of Directors on its activities with respect to oversight of risk management. Our Board of Directors is responsible for the oversight of the management of our risk exposures to help ensure that the Company is operating within risk appetites approved by our Board of Directors. Comprehensive discussions regarding our appetite for risk and our risk exposures are held with our Board of Directors, the Risk Committee and our Executive Leadership Team. As a result of this involvement, our Board of Directors has concluded that the risk implicit in our strategic plan is appropriate and that expected risks are commensurate with the expected rewards. Our Board of Directors oversees and reviews management's implementation of systems to manage these risks.
The risk management system is designed to inform our Board of Directors of material risks and create an appropriate enterprise- wide culture of risk awareness. Our Board of Directors periodically receives reports and other information on areas of material risk to the Company, including credit, liquidity, market/interest rate, compliance, operational, technology, cybersecurity, strategic, financial and reputational risks. These reports enable our Board of Directors to understand the risk identification, risk management and risk mitigation strategies employed by management.
The ERM function assists management by establishing a unified and strategic approach to identifying and managing current and future risks. ERM helps monitor, measure, manage and report these risks while continually evaluating our risk/reward dynamic.
The ERM activities include:
• | Conduct an Enterprise Risk Assessment Summary ("RAS") in accordance with the |
• | Establish risk appetite statements and key risk indicators by risk area as approved by the Risk Committee; |
• | Monitor risk metrics ("Key Risk Indicators" or "KRIs") and report to Executive Leadership Team and our Board of Directors quarterly; |
• | Oversee operational risk management; |
• | Oversee model risk management; |
• | Ensure that stress testing and contingency planning on critical business risks are performed; |
• | Key involvement with significant new products, services or activities, as well as conduct resolution and "lessons learned" on major risk events, as needed; and |
• | Continual learning on emerging risks and risk management best practices. |
Attendance at Board of Directors, Committee Meetings, and Annual Meeting
Our directors are expected to attend at least 75% of Board meetings and committee meetings on which they serve. During the year ended
Board Refreshment and Succession Philosophy
We believe that one of the most important responsibilities of a high-performing board of directors is ensuring that it actively plans for and accomplishes its own succession. Our Board of Directors actively participates in the succession planning process by reviewing the structure and needs of our Board of Directors annually or more often as the need arises, so that we continue to build a diverse Board of Directors with expertise and talents that will continue to contribute to the success of WSFS.
Our Board of Directors does not believe in setting term limits for directors because directors who still meet the qualifications for Board membership and still possess industry knowledge and expertise are valuable to WSFS and our Board of Directors. Each Board member understands that the rest of our Board of Directors will actively consider his or her reappointment at the end of his or her current term. Through this performance-based process, our Board of Directors will ensure it retains active, independent, and knowledgeable directors who maintain a collegial perspective. In addition, directors will be assessed annually to ensure they still meet the qualifications for Board membership.
Upon expiration of
24 | ||
one of our key strategic advantages, namely, faster and more entrepreneurial decision-making. Our continual refreshment of our Board of Directors membership and periods of transition related to merger and acquisition activities may result in short-term increases above what our Board of Directors has identified as the optimal long-term size range, which is 10 to 12 directors.
CEO and Management Succession Planning
Management believes our Associates are the core of our strategy, the lifeblood of our culture, and our greatest competitive advantage. Overseeing talent is a serious responsibility and one that receives ongoing, focused attention of our team. Our CEO takes primary responsibility for management succession and because planning leadership succession is of critical importance, it is a shared responsibility among our Executive Leadership Team with oversight from our Board of Directors. At least semi-annually, our Executive Leadership Team conducts an extensive assessment of our Associates to identify internal talent, plan for their development, and identify potential successors to ensure the continued, smooth operations of WSFS and to transfer institutional knowledge.
Classified Board Structure
Our Board of Directors regularly reviews the subject of a classified Board of Directors. In considering a classified board, our
While we believe that the evaluation of the Board and management should be ultimately based on the performance of the Company, we also recognize that our classified board structure can create the appearance of entrenchment on the part of our Board of Directors. As a result, we have cumulative voting of shares in the election of directors, which affords stockholders the ability to concentrate their votes on a single director nominee, thereby providing a means to have their voice(s) heard directly at our Board of Directors table after a director election.
Finally, if there is a need for a stockholder-initiated change to our Board of Directors, there is an opportunity to change approximately one-third of our board membership at each stockholders meeting where directors are elected. If those new directors for some reason cannot make the case clear to the "old board," then at the next election, stockholders can change another third of our Board of Directors. That would give a majority of our Board of Directors to new representation. We think this kind of change, in much less than
a two-year period, appropriately balances stockholders' interests in the ability to send a clear signal of a need for change with the need to maintain the stability and the continuity of the Company.
Director Resignation Policy in Uncontested Elections
In an uncontested election, it is our policy that nominees who receive less than a majority of total votes cast in favor of their election should promptly offer to resign from our Board of Directors. The Board of Directors has the discretion to accept or reject their resignation offer.
Director Service on Other Boards
Our directors do not serve on the boards of other public companies if the service impedes the director's ability to effectively serve on WSFS' Board of Directors or creates any potential material conflicts. Directors need written approval from our Board of Directors before serving on the boards of other public companies. Including our Board of Directors, no director may serve on the boards of more than three public companies or no more than two public companies for a director who is also the CEO. Any such service is subject to any required regulatory approval or waivers.
Board Evaluation
Annually, the Board of Directors conducts a self-evaluation to assess its performance, evaluating the members of the Board of Directors collectively and individually. In most years, this is a self-directed process; however, every third year, the Board of Directors engages a third-party consultant to conduct the evaluation, which provides an outside perspective and insights on the performance and functioning of our Board of Directors. This third-party evaluation last occurred in 2024 as part of the three-year cycle.
Executive Sessions
Our independent directors have the opportunity to meet in executive session at each Board of Directors committee meeting and each Board of Directors meeting without non-independent directors or management present. These sessions are presided over by the Lead Independent Director and include discussions about CEO performance, compensation for non-independent directors, and other relevant board and committee matters. In addition, at least twice per year, independent directors have regularly scheduled meetings at which only independent directors are present and all independent directors are able to request additional independent directors' sessions or meetings throughout the year.
25 | ||
Board of Directors' Principles and Guidelines
In addition to directives laid out through the various committee charters, our Board of Directors has adopted a set of principles and guidelines, which guide their actions and direction.
Access to and Communication with our Board of Directors
This year, for the twelfth year in a row, our Board of Directors addressed stockholders through their letter, "A View from the Boardroom," included in our Annual Report and available on our website www.wsfsbank.com (select "Investor Relations" on the menu found under "About" and click on "Governance," then "Highlights," then click on "2024 Letter From Management"). This letter provides additional insight on corporate governance and key philosophies that guide our Board of Directors' oversight of the Company.
Our Board of Directors also provides access and outreach to stockholders through a number of other forums and strongly encourages communications from stockholders. Stockholders are provided regular updates through press releases and other filings with the
During the year, stockholders who wish to send communications to the Board of Directors may do so by writing to the attention of
26 | ||
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
Board Retainer(1) | $ | 120,000 | (2) | ||
Lead Independent Director Fee | $ | 25,000 | |||
Committee Chair Fees(1) | Audit/Wealth Management Fiduciary Audit Committee Chair | $ | 13,500 | ||
Governance and Nominating Committee Chair | $ | 8,500 | |||
Leadership and Compensation Committee Chair | $ | 11,000 | |||
Wealth Management Fiduciary Committee Chair | $ | 8,500 | |||
Executive Committee Chair(3) | n/a | ||||
Risk Committee Chair | $ | 8,500 | |||
Committee Fees and Special Meeting Fees(1)(4) |
Audit/Wealth Management Fiduciary Audit Committee | $ | 14,250 | ||
$ | 7,500 | ||||
Executive Committee | $ | 7,500 | |||
Risk Committee | $ | 7,500 | |||
$ | 7,500 | ||||
Wealth Management Fiduciary Committee | $ | 7,500 | |||
(1) | Board members are expected to attend 75% or more of the scheduled meetings for the committees of which they are members. |
(2) |
(3) | Because |
(4) | Committee Fees and Special Meeting Fees are paid to non-Associate Committee Chairs and Committee Members. Excludes regularly scheduled Board meetings. |
27 | ||
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
Director Compensation Table
The compensation paid to directors during 2024 is summarized in the following table.
Directors |
Fees Earned or Paid in Cash |
Stock |
Total |
|||||||||
$ | 89,250 | (2) | $ | 60,000 | $ | 149,250 | ||||||
101,000 | 60,000 | 161,000 | ||||||||||
90,000 | 60,000 | 150,000 | ||||||||||
82,500 | 60,000 | 142,500 | ||||||||||
124,500 | (2) | 60,000 | 184,500 | |||||||||
89,250 | 60,000 | 149,250 | ||||||||||
Eleuthère I. du Pont | 97,750 | 60,000 | 157,750 | |||||||||
89,250 | (2) | 60,000 | 149,250 | |||||||||
89,250 | 60,000 | 149,250 | ||||||||||
75,000 | 60,000 | 135,000 | ||||||||||
110,250 | 60,000 | 170,250 |
(1) | The aggregate fair value of the award on the date of grant, computed in accordance with Accounting Standards Codification 718 - Compensation - Stock Based Compensation ("ASC Topic 718"). |
(2) | Contributed all fees earned in 2024 to the non-qualified deferred compensation plan. |
(3) |
Compensation of Lead Independent Director
Effective
28 | ||
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
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:
• | Proactive stockholder outreach; |
• | Company performance aligned with stockholder interests for long-term stockholder value creation; |
• | Effective Proxy Statement compensation disclosure; |
• | Clawback of cash and equity-based incentive compensation for executives; and |
• | Double-trigger equity awards in the event of a change of control |
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 advisory proposal relating to executive compensation must receive a favorable vote of a majority of the shares present in person by participation at the Annual Meeting or represented by proxy and entitled to vote on the proposal to be approved. |
• | Abstentions will have the same effect as votes against the proposal and broker non-votes will have no effect on the outcome of the proposal. |
• | As an advisory vote, this proposal is not binding upon our Board of Directors or the Company. |
The Board of Directors recommends a voteFORapproval of this advisory (non-binding) resolution relating to the compensation of |
29 | ||
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
|
Age |
Position |
Year Assumed Current Position |
Year Hired by WSFS |
64 | Chairman, President and CEO | 2020(1) | 2006 | |
66 | EVP, Chief Operating Officer | 2024(2) | 2018 | |
61 | EVP, Chief Human Resources Officer | 2024(3) | 1987 | |
51 | EVP, Chief Financial Officer | 2024 | 2024 | |
67 | EVP, Chief Commercial Banking Officer | 2016(4) | 2002 | |
47 | EVP, |
2022 | 1999 | |
39 | EVP, Chief Wealth Officer | 2024 | 2023 | |
55 | EVP, Chief Consumer Banking Officer | 2023 | 1989 | |
37 | EVP, Chief Commercial Banking Officer | 2025 | 2010 |
(1) |
(2) |
(3) |
(4) |
Biographies
EVP, Chief Operating Officer |
Age: 66•Year Assumed Current Position: 2024•Year Hired by WSFS: 2018
EVP, Chief Human Resources Officer |
Age: 61•Year Assumed Current Position: 2024•Year Hired by WSFS: 1987
30 | ||
EVP, Chief Financial Officer |
Age: 51•Year Assumed Current Position: 2024•Year Hired by WSFS: 2024
EVP, |
Age: 47•Year Assumed Current Position: 2022•Year Hired by WSFS: 1999
EVP, Chief Wealth Officer |
Age: 39•Year Assumed Current Position: 2024•Year Hired by WSFS: 2023
EVP, Chief Consumer Banking Officer |
Age: 55•Year Assumed Current Position: 2023•Year Hired by WSFS: 1989
EVP, Chief Commercial Banking Officer |
Age: 37•Year Assumed Current Position: 2025•Year Hired by WSFS: 2010
31 | ||
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
(1) |
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.
32 | ||
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
33 | ||
How Executive Compensation Decisions Are Made
Compensation decisions are made by our
LEADERSHIP AND COMPENSATION COMMITTEE | BOARD OF DIRECTORS | ||||
Ensures that personnel and compensation policies support our strategic plan and comply with all applicable legal and regulatory requirements | Reviews performance from prior year | Considers results of stockholders' advisory votes on executive compensation | Considers all factors, including CEO's assessment of NEO performance, when making compensation decisions |
Makes final compensation decisions for CEO; approves final compensation decisions for NEOs |
|
MANAGEMENT | COMPENSATION CONSULTANT(1) | STOCKHOLDERS |
• Key roles played by our CEO and our Chief Human Resources Officer; • Assist with executive compensation reviews, incentive program designs, risk assessments of compensation programs; • Focus on competitiveness and alignment of our compensation program with our strategic goals; • Recommend changes to compensation programs where appropriate; and • Recommend pay levels and incentive plan payments for executive officers, except for the CEO.(3) |
• Retained solely by the • Conducted a formal evaluation of our executive compensation program in 2023 with our previous compensation consultant; and • Guides on best practices with regard to short term cash incentives, long-term equity awards, and other executive compensation plans, policies and designs. |
• Say-on-pay votes conducted annually; • Frequency of say-on-pay votes revisited every six years;(2) • 2024 say-on-pay vote was approved by more than 87% of the shares present in person by participation at the Annual Meeting or represented by proxy and entitled to vote on the proposal; which illustrates our stockholders' support for our approach to executive compensation; and • Informs ongoing executive compensation plan and program design considerations. |
(1) (2) The next required vote on the frequency of advisory say-on-pay votes will occur during our 2029 Annual Meeting of Stockholders. (3) The CEO does not participate in decisions regarding his compensation. |
34 | ||
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
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.
35 | ||
Base Salary and Other Benefits |
Variable Compensation (Short-Term Cash Incentives and Long-Term Equity Incentives) |
Purpose: Significant tool for recruiting, motivating, and retaining top talent. | Purpose: Incentivize and compensate executives based on achievement |
Base Salary A stable source of income and serves as a base amount for pay-for-performance determinations. • Weighs executives' qualifications, experience, responsibilities, individual performance, and value compared to similar positions in our CPG for market competitiveness. • Considers expected responsibilities of executives, special circumstances related to staffing needs, and market situations. • Market-based data utilized for newly hired executives' amounts; salary requirements of other candidates being considered; and current compensation levels of peer executives at WSFS. Other Benefits Includes a non-qualified deferred compensation plan, 401(k) contributions, development allowance and minimal perquisites. |
ELTIP-Short-Term and Long-Term Incentives Short-Term Incentive ("STI"): Short-term incentive awards are annual, cash-based incentives tied to achievement of financial, strategic, and individual goals that reflect profitable results, strong returns, and sound positioning for future performance. They award opportunities utilizing individual and Company-wide goals weighted based on the executive's level of responsibility. Under the ELTIP, short-term incentive metrics for 2024 were Adjusted ROA(1), Adjusted ROTCE(1), Adjusted EPS(1), and Strategic Performance(2), each weighted equally at 25% to arrive at the overall Company-wide performance score weighted at 80%. The Strategic Metric was based on results in driving Associate engagement, enhancing our Company culture, community impact as measured through corporate volunteer hours and executive management's efforts in developing the 2025-2027 strategic plan. Our intent is that management interests with respect to earning annual incentives are aligned with shareholder interests. Annual short-term incentives under the ELTIP are usually granted as a cash award as a percentage of the executive officer's base salary based on threshold, target and maximum performance targets set by the Long-Term Incentive ("LTI"): Long-term incentive awards consist of RSUs and PSUs whose ultimate value is tied directly to share price experienced by our shareholders. Vesting and performance requirements emphasizing a strategic, multi-year perspective and achievement of competitive results versus the marketplace. RSUs are in the form of restricted stock units that generally vest in equal installments over three years. PSUs vest according to performance as measured by the |
(1) | These are non-GAAP measures and should be considered along with results prepared in accordance with GAAP, and not as a substitute for GAAP results. Additional details can be found in "Appendix A-Non-GAAP Reconciliations". |
(2) | For 2024, the Strategic Performance metric was based on Associate engagement, Company culture, community impact, and the effectiveness with which executive management developed the 2025-2027 strategic plan. |
36 | ||
Short-Term Cash Incentive Compensation Determination Process
Company-wide Performance Goals |
Annually, the The Company reviews and adjusts, as necessary, performance metrics at the onset of a new performance period. This review process helps ensure that Company-wide goals used for incentive plans support the Company's overall strategy, accommodate any shifts in strategy from year-to-year or during market changes and reflect past experiences and best practices. |
Individual Performance Goals |
Annually, each executive officer (other than the CEO, whose short-term incentive award is based solely on company-wide performance) develops individual performance goals for the year consistent with that year's financial plan, the current three-year strategic plan, and their personal professional growth. Through an iterative, collaborative process, the executive officers and the CEO agree to the final individual performance goals. Individual performance goals are tailored to each executive officer's function and particular area of responsibility, and may cover a wide variety of performance measures, including, but not limited to, financial performance, customer engagement, operational milestones, and other matters. |
Weighting the Goals |
Subject to final approval by our Board of Directors, the Weighting percentage for short-term cash incentives is 80% Company-wide performance and 20% for individual performance determined by measures and objectives established in discussion with the CEO. The CEO's performance is based completely on the Company-wide performance. |
37 | ||
Periodically, the
Listed below are members of our 2024 CPG along with individual company data.
Rank |
Company |
Ticker | State | Total Assets at 2024 ($mm) |
Retuon Assets 2024 (%) |
1 | CBSH | MO | 31,997 | 1.74 | |
2 | ABCB | GA | 26,262 | 1.38 | |
3 | HWC | MS | 35,082 | 1.32 | |
4 | UBSI | WV | 30,024 | 1.26 | |
5 | CATY | CA | 23,055 | 1.22 | |
6 | UMBF | MO | 50,410 | 1.02 | |
7 | INDB | MA | 19,374 | 0.99 | |
8 | TOWN | 17,247 | 0.95 | ||
9 | FULT | PA | 32,065 | 0.95 | |
10 | AUB | 24,585 | 0.88 | ||
11 | PPBI | CA | 17,904 | 0.86 | |
12 | CUBI | PA | 22,308 | 0.85 | |
13 | OCFC | NJ | 13,421 | 0.74 | |
14 | PFS | NJ | 24,052 | 0.57 | |
15 | SFNC | AR | 26,876 | 0.56 | |
16 | BHLB | MA | 12,273 | 0.52 | |
17 | ASB | WI | 43,023 | 0.30 | |
18 | SASR | MD | 14,127 | 0.14 | |
Average | 25,782 | 0.90 | |||
25th Percentile | 17,739 | 0.57 | |||
50th Percentile | 24,319 | 0.91 | |||
75th Percentile | 32,014 | 1.23 | |||
WSFS | DE | 20,814 | 1.27 | ||
Percentile Rank | 34th | 80th |
Notes:
Financial data is provided by
Based on data obtained from
38 | ||
2024 Executive Compensation Summary
Base Salary
Our compensation philosophy has been to review base salaries as compared to the market 50th percentile, consider individual performance, skills and experience, and determine an appropriate base salary based on all these factors.
and 2024 base salary increases represent approximately the market 50th percentile salary for CEOs in comparable banks including our CPG and additional banking industry compensation survey data.
For 2024, our Board of Directors approved NEO base salary changes as shown in the following table.
2025 | 2025 to 2024 % Increase |
2024 | 2024 to 2023 % Increase |
2023 | ||||||||
3.0 | % | 9.4 | % | |||||||||
582,188 | 1.3 | 575,000 | N/A | - | ||||||||
342,000 | (25.0 | ) | 456,000 | 2.9 | 443,000 | |||||||
614,910 | 3.0 | 597,000 | (2) | 42.8 | 418,000 | |||||||
430,560 | 4.0 | 414,000 | 3.0 | 402,000 | ||||||||
414,060 | 3.0 | 402,000 | 3.1 | 390,000 |
(1) |
(2) | |
Executive Leadership Team Incentive Plan
Under the ELTIP for 2024, our executives were eligible for both short-term cash incentive awards and long-term equity incentive awards in the form of time-vested RSUs and performance-based PSUs.
2024 ELTIP Determination Process-
Short-Term Incentives
We designed the short-term cash portion of the ELTIP to reward executives for excellence in performance on key financial and strategic metrics determined by our Board of Directors and the
For the Strategic Performance metric, the
Our ELTIP design also incorporates the following:
• | A "quality of earnings review" used to consider adjustments from GAAP reported earnings to ELTIP earnings; |
• | Award opportunities based on specified percentages of base salary for threshold, target, and maximum achievement by executive officers; and |
• | A proportional approach (interpolation) used to calculate incentive payouts for the performance results that fall between threshold, target and maximum levels. |
39 | ||
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.
Short-Term Incentive Company Score(1) | Threshold | Target | Maximum | Weighting |
Adjusted ROA | 0.96% | 1.20% | 1.32% | 25% |
Adjusted ROTCE | 14.5% | 18.1% | 19.9% | 25% |
Adjusted EPS | 25% | |||
Strategic Performance(2) | 25% |
(1) | Threshold, Target, and Maximum performance goals are evaluated and based on our Quality of Earnings approach when setting each goal and when comparing against the publicly available financials of our peer group ("KRX"). |
(2) | For 2024, the Strategic Performance metric was based on Associate engagement, Company culture, community impact, and the effectiveness with which executive management developed the 2025-2027 strategic plan. |
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
Threshold | Target | Maximum | |
55% | 110% | 165% | |
33% | 66% | 100% | |
33% | 66% | 100% | |
33% | 66% | 100% | |
33% | 66% | 100% | |
33% | 66% | 100% |
2024 Quality of Earnings Review
In connection with administering the short-term cash incentive component of the ELTIP, the
A total of
• |
• |
A total of
• |
• |
• |
40 | ||
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
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)
Goals(2) | Threshold | Target | Maximum | WSFS Results | Result |
Adjusted ROA | 0.96% | 1.20% | 1.32% | 1.26% | Target+ |
Adjusted ROTCE | 14.5% | 18.1% | 19.9% | 17.8% | Threshold+ |
Adjusted EPS | Target+ | ||||
Strategic Performance | See description below | Target | |||
Aggregate Result | Target+ |
(1) | Threshold, Target, and Maximum performance goals are evaluated and based on our quality of earnings approach when setting each goal and when comparing against the publicly available financials of our peer group ("KRX"). |
(2) | Adjusted ROA, Adjusted ROTCE and Adjusted EPS 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. Additional details can be found in "Appendix A - Non-GAAP Reconciliations." |
Base | STI Target | STI Payout(1) | |||
Salary | % of Salary | $ Value | % of Target | $ Value | |
110% | 116% | ||||
575,000 | 66% | 379,500 | 100% | 379,500 | |
456,000 | 66% | 300,960 | 114% | 342,821 | |
597,000 | 66% | 394,020 | 114% | 448,419 | |
414,000 | 66% | 273,240 | 115% | 314,623 | |
402,000 | 66% | 265,320 | 115% | 304,137 |
(1) |
Excludes one-time cash payments. |
(2) | |
Strategic Performance
As described earlier, the
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
In addition to our plan-based short-term cash incentives, the Committee granted one-time cash payments to
41 | ||
As part of
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 50th 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
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
The below table reflects the NEO's long-term equity incentive opportunity under the ELTIP as a percent of his or her base salary.
|
RSU Grant Date Value as Percent of Salary | |||
76% | ||||
PSU Grant Date Value as Percent of Salary | ||||
57% | 114% | 171% | 228% | |
25th Percentile Performance Ranking |
50th Percentile Performance Ranking |
75th Percentile Performance Ranking |
100th Percentile Performance Ranking |
|
RSU Grant Date Value as Percent of Salary | |||
28% | ||||
PSU Grant Date Value as Percent of Salary | ||||
21% | 42% | 63% | 84% | |
25th Percentile Performance Ranking |
50th Percentile Performance Ranking |
75th Percentile Performance Ranking |
100th Percentile Performance Ranking |
(1) | |
42 | ||
Compensation Risk Assessment
The CEO, the Chief Human Resources Officer, the Chief Risk Officer and the
WSFS did not, during the year ended
Our 2024 results reflected the continued optimization of our significant franchise investments leveraging our unique market position and diverse business mix. This, combined with our strong balance sheet growth and capital levels, drove strong financial performance and franchise value. Our executives' 2024 compensation reflects these results, and considering the total mix of compensation, we believe 2024 executive compensation is reasonable in light of payment levels for companies in our CPG and consistent with our 2024 results, both in absolute terms, and in comparison to prior years' results.
43 | ||
Benefits
401(k) Employer Contribution
We provide a 401(k) program that allows Associates to contribute a portion of their pre- and after-tax earnings towards retirement savings. We offer a Company match to all Associates enrolled in our 401(k) plan as a component of total compensation and encourage them to participate in the 401(k) program. We match the first 5% of an Associate's contribution dollar-for-dollar up to
Executive Non-Qualified Deferred Compensation Plan
We offer a non-qualified deferred compensation plan for our executives. This program allows for base compensation to be deferred, as well as for deferment of cash awards. 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 NEOs. The plan was reviewed and approved by our
Principal Position | Executive Contributions in 2024(1) |
Aggregate Earnings in 2024(2) |
Aggregate Withdrawals/ Distributions in 2024 |
Aggregate Balance at 2024 |
|||||
Chairman, President and CEO | $ | - | $ | - | $ | - | $ | - | |
EVP, Chief Financial Officer | - | - | - | - | |||||
EVP, Chief Commercial Banking Officer | - | 19,817 | - | 295,266 | |||||
EVP, Chief Operating Officer | 130,706 | 8,912 | - | 185,324 | |||||
EVP, Chief Human Resources Officer | 341,483 | 139,374 | - | 1,755,409 | |||||
EVP, Chief Consumer Banking Officer | - | 2,471 | - | 36,939 |
(1) | Amounts in this column are included in the SCT. |
(2) | Amounts in this column are not included in the SCT. |
Development Allowance
We provide a Development Allowance to our executive officers that provides up to
Relocation Benefits
Separate from the above allowance, executives who are recruited from outside our market may be reimbursed for costs associated with their transitional relocation.
Retirement Plans
We do not maintain a tax-qualified non-contributory retirement plan (pension plan). However, we do provide continuation of medical benefits to Associates, including our executive officers, who
retire, should they elect to participate in the benefit. We provide supplemental contributions toward retiree continuing medical coverage costs. For 2024, our contribution towards this supplement was capped at
Employment Agreements
Because of our corporate philosophy which emphasizes commitment based on performance, we do not have employment agreements for our NEOs. We have a formal severance policy for our Chief Executive Officer, the Executive Vice Presidents who report to him, and other individuals who serve critical roles as identified by the CEO and approved by the
44 | ||
Executive Compensation Policies
Clawback Policy
Policy Prohibiting Hedging
Our Insider Trading Policy specifically prohibits WSFS insiders, which are defined as directors, officers holding the title of Senior Vice President or higher and any other Associates with access to material non-public information, from hedging the risk associated with the ownership of our common stock.
Stock Ownership Guidelines
Our Board of Directors has established a stock ownership guideline for the Executive Leadership Team such that the CEO should own 60,000 shares of vested common stock and all EVPs should own 15,000 shares of vested common stock, each to be accumulated within five years of assuming
his or her executive position. Our independent members of our Board of Directors are also required to hold a minimum of 5,000 shares of our common stock. These ownership guidelines are evaluated periodically for appropriate adjustments.
Stock Trading Plans
Our Insider Trading Policy allows for purchases or sales of WSFS' stock made in compliance with a written plan established by a director, officer or other Associate that meets the requirements of Rule 10b5-1 under the Exchange Act (a "Plan") if: (1) the Plan was established in good faith, in compliance with the requirements of Rule 10b5-1, at a time when the individual was not in possession of material non-public information about WSFS, and, for WSFS Insiders, was established during an open window period for trading in WSFS' stock and not during any trading "blackout" period; and (2) the Plan was reviewed by the Company's Legal Department prior to its establishment to confirm compliance with the Insider Trading Policy and its related procedures. No amendments to such Plans are permitted during blackout periods.
From time to time, other WSFS insiders may enter into similar trading plans in accordance with Rule 10b5-1.
Tax Considerations Related to Our Executive Compensation
Section 280G of the Code ("Code Section 280G") limits our ability to take a federal income tax deduction for certain compensation that could be paid to executive officers resulting from a change in control transaction affecting us. In the event we pay any "excess parachute payments," as defined under Code Section 280G, we would have compensation payments that are not tax deductible under Code Section 280G and executives would have excise taxes due on the receipt of such "excess parachute payments" under Section 4999 of the Code ("Code Section 4999").
Insider Trading Policy
We have adoptedan Insider Trading Policy governing the purchase, sale, and/or other dispositions of WSFS' securities by its directors, officers, and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to WSFS. A copy of the Insider Trading Policy was filed as Exhibit 19 to our 2024 Annual Report on Form 10-K.
45 | ||
Compensation Committee Interlocks and Insider Participation
No member of our
Leadership and Compensation Committee Report
Pursuant to rules and regulations of the
46 | ||
Summary Compensation Table
|
Year(1) |
Salary(2) |
Bonus(3) |
|
Stock |
Non-Equity Incentive Plan Compensation(5) |
All Other |
Total |
|||||
2024 | $ | 966,001 | $ | - | $ | 1,245,090 | $ | 57,035 | $ | 4,644,087 | |||
Chairman, President and | 2023 | 891,668 | - | 2,049,748 | 872,256 | 45,470 | 3,859,142 | ||||||
Chief Executive Officer | 2022 | 858,333 | 1,750 | 2,452,170 | 1,344,585 | 48,473 | 4,705,311 | ||||||
2024 | 217,803 | 275,000 | 1,752,645 | 379,500 | 97,713 | 2,722,661 | |||||||
Executive Vice President and | 2023 | - | - | - | - | - | - | ||||||
Chief Financial Officer | 2022 | - | - | - | - | - | - | ||||||
2024 | 453,835 | 414,960 | 407,368 | 342,821 | 40,350 | 1,659,334 | |||||||
Executive Vice President and | 2023 | 440,835 | - | 373,402 | 271,506 | 34,811 | 1,120,554 | ||||||
Chief Commercial Banking Officer | 2022 | 427,876 | 1,750 | 592,791 | 389,356 | 27,750 | 1,439,523 | ||||||
2024 | 494,906 | 97,500 | 384,983 | 448,419 | 40,350 | 1,466,158 | |||||||
Executive Vice President and | 2023 | 416,102 | 104,000 | 352,346 | 261,869 | 37,761 | 1,172,078 | ||||||
Chief Operating Officer | 2022 | 399,834 | 1,750 | 538,456 | 365,416 | 27,750 | 1,333,206 | ||||||
2024 | 412,000 | 103,500 | 369,807 | 314,623 | 29,505 | 1,229,435 | |||||||
Executive Vice President and | 2023 | 400,000 | - | 451,358 | 247,471 | 22,219 | 1,121,048 | ||||||
Chief Human Resources Officer | 2022 | - | - | - | - | - | - | ||||||
2024 | 400,000 | 15,000 | 359,124 | 304,137 | 43,850 | 1,122,111 | |||||||
Executive Vice President and | 2023 | - | - | - | - | - | - | ||||||
Chief Consumer Banking Officer | 2022 | - | - | - | - | - | - |
(1) | The compensation does not appear in the table above as they were not NEOs during the following years: |
(2) | Salary reflects the actual amount paid during the year. |
(3) | The following bonus amounts include one-time payments in 2024 for discretionary reasons: |
(4) | Represents the aggregate fair value of awards on the date they were granted in accordance with ASC Topic 718. See the Notes to the Consolidated Financial Statements included in our 2024 Annual Report on Form 10-K for the assumptions used to calculate grant date fair value. Amounts in this column include the aggregate grant date fair value of RSUs and PSUs granted in |
(5) | Represents cash amounts paid as ELTIP short-term incentive awards and, prior to 2023, awards pursuant to our Associate Service Bonus Plan. |
(6) | All Other Compensation includes contributions of |
47 | ||
Grants of Plan-Based Awards
The following table presents information regarding grants of non-equity and equity plan-based awards to our NEOs during 2024. Such awards consist of both RSUs and PSUs. The RSU grants generally vest equally over three years. Except where otherwise indicated PSUs have a grant date fair value of
Estimated Possible Payouts Under | RSU Awards: | Grant Date | |||||||||||||||
Non-Equity Incentive Plan | Estimated Possible Payouts Under | Number of | Fair Value | ||||||||||||||
Awards ($)(1) | Equity Incentive Plan Awards (#)(1) | Shares of | of Stock | ||||||||||||||
Grant | 25th | 50th | Stock or | and Option | |||||||||||||
Date | Threshold | Target | Maximum | (Threshold) | (Target) | 100th (Max) | Units | Awards ($)(2)(3) | |||||||||
2024 Cash Incentive Award | - | - | - | - | - | - | |||||||||||
2024 RSU Awards | - | - | - | - | - | - | 17,571 | ||||||||||
2024 PSU Awards | - | - | - | 13,178 | 26,355 | 52,711 | - | 1,631,126 | |||||||||
2024 RSU Awards | - | - | - | - | - | - | 27,685 | 1,400,030 | |||||||||
2024 PSU Awards | - | - | - | 2,849 | 5,697 | 11,394 | - | 352,615 | |||||||||
2024 Cash Incentive Award | - | 146,190 | 292,380 | 443,000 | - | - | - | - | - | ||||||||
2024 RSU Awards | - | - | - | - | - | - | 3,013 | 127,721 | |||||||||
2024 PSU Awards | - | - | - | 2,259 | 4,518 | 9,036 | - | 279,647 | |||||||||
2024 Cash Incentive Award | - | 137,940 | 275,880 | 418,000 | - | - | - | - | - | ||||||||
2024 RSU Awards | - | - | - | - | - | - | 2,847 | 120,684 | |||||||||
2024 PSU Awards | - | - | - | 2,958 | 5,915 | 11,830 | - | 264,299 | |||||||||
2024 Cash Incentive Award | - | 132,660 | 265,320 | 402,000 | - | - | - | - | - | ||||||||
2024 RSU Awards | - | - | - | - | - | - | 2,735 | 115,937 | |||||||||
2024 PSU Awards | - | - | - | 2,051 | 4,102 | 8,204 | - | 253,870 | |||||||||
2024 Cash Incentive Award | - | 128,700 | 257,400 | 390,000 | - | - | - | - | - | ||||||||
2024 RSU Awards | - | - | - | - | - | - | 2,656 | 112,588 | |||||||||
2024 PSU Awards | - | - | - | 1,992 | 3,983 | 7,966 | - | 246,536 |
(1) | Represents the 2024 dollar value or stock units of awards under the annual incentive component of the ELTIP. Actual cash incentive amounts paid for 2024 are included in the "Non-Equity Incentive Plan Compensation" column of the SCT. |
(2) | See Note 16 to the Notes to the Consolidated Financial Statements included in our 2024 Annual Report on Form 10-K for the assumptions made in calculating the grant date fair value of stock and options awards. |
(3) | PSU award amounts computed are as the probable value at the date of grant. |
48 | ||
Outstanding Equity Awards Value at Fiscal Year-End
The following table shows the number and exercise price of all unexercised stock options held by NEOs as of
Outstanding Equity Awards at Fiscal Year-End 2024 | Equity Incentive Plan | |||||||||||||||
Option Awards | Stock Awards | Awards: | ||||||||||||||
Principal Position |
Number of Securities Underlying Unexercised Options Exercisable |
Number of Securities Underlying Unexercised Options Unexercisable |
Option Exercise Price |
Option Expiration Date |
Number of Shares or Units of Stock That Have Not Vested |
Market Value of Share or Units of Stock That have Not Vested |
Number of Unearned Shares, Units or Other Rights That have Not Vested |
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested |
||||||||
Rodger | 12,991 | - | 42,659 | 102,042 | ||||||||||||
Levenson(1) | 34,740 | - | 36.11 | |||||||||||||
20,798 | 6,932 | 51.84 | ||||||||||||||
27,685 | 1,470,904 | 8,319 | 352,615 | |||||||||||||
9,769 | - | 43.28 | 9,467 | 502,982 | 18,175 | 855,262 | ||||||||||
6,602 | 2,201 | 51.84 | ||||||||||||||
59 | - | 36.11 | 8,664 | 460,318 | 17,163 | 807,636 | ||||||||||
- | 1,946 | 51.84 | ||||||||||||||
Lisa M. | 6,809 | - | 43.28 | 9,892 | 525,562 | 16,492 | 776,091 | |||||||||
Brubaker(5) | 9,793 | - | 36.11 | |||||||||||||
5,450 | 1,817 | 51.84 | ||||||||||||||
7,113 | 377,914 | 15,761 | 740,998 |
(1) | The 6,932 unvested options expiring |
(2) | Of the 36,004 unvested stock awards, 27,685 are RSUs and 8,319 are PSUs. The RSUs vest on the following dates: 11,865 on 8/15/2025, 11,865 on 8/15/2026, and 3,955 on 8/15/2027. The PSUs may vest after a three-year period if performance conditions are met. |
(3) | The 2,201 unvested options expiring |
(4) | The 1,946 unvested options expiring |
(5) | The 1,817 unvested options expiring |
(6) | Of the 22,874 unvested stock awards, 7,113 are RSUs and 15,761 are PSUs. The RSUs vest on the following dates: 616 on 3/15/2025, 2,938 on 4/15/2025, 2,673 on 4/15/2026, and 886 on 4/15/2027. The PSUs may vest after a three-year period if performance conditions are met. |
49 | ||
Option Exercises and Stock Vested During 2024
The following table shows the number of options exercised and RSUs vested by the NEOs during the fiscal year ended
Option Awards | Stock Awards | ||||
Number of Shares Acquired on Exercise (#) |
Value Realized On Exercise |
Number of Shares Acquired on Vesting (#) |
Value Realized on Vesting |
||
- | $ - | 14,269 | |||
- | - | - | - | ||
12,663 | 258,396 | 3,925 | 85,392 | ||
25,814 | 205,006 | 3,528 | 84,922 | ||
- | - | 4,137 | 124,238 | ||
- | - | 2,373 | 69,184 |
Potential Payments upon Termination or Change in Control
We have adopted a severance policy that provides severance payments upon termination of employment without "Cause" for "Good Reason" (as each term is defined in the policy) for an executive (which includes all of our NEOs) covered by the severance policy. Eligibility for severance benefits is subject to the terms and conditions of the WSFS Executive Severance Policy, and the amount of severance benefits that may be due depends on whether the qualifying termination of employment occurs in connection with a Change in Control.
Non-Change in Control Termination under Severance Policy
Executive officers covered by this policy who incur a qualifying termination that is not a Change of Control Termination (described below) are entitled to be paid eighteen months of base salary (twenty-four months for the CEO), the value of employer-portion of premiums for coverage under the WSFS health plan and dental plan for eighteen months (twenty-four months for the CEO), and outplacement benefits commensurate with the executive's level.
Change in Control Termination under Severance Policy
Executive officers covered by this policy who incur a qualifying termination within twenty-four months following a change in control (a "Change of Control Termination") are entitled to be paid two times (three times for the CEO) the sum of the executive's base salary and the amount of the most-recently earned bonus, the value of
employer-portion of premiums for coverage under the WSFS health plan and dental plan for twenty-four months (thirty-six months for the CEO), and outplacement benefits commensurate with the executive's level. If it is determined that the any of the preceding payments would be subject to the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, then the change in control payment would be reduced to greatest amount that would not be subject to the excise tax if, after taking into account applicable federal, state, local and foreign income and employment taxes, the excise tax, and any other applicable taxes, the executive would retain a greater amount on an after-tax basis following such reduction.
Treatment Under Equity Awards
In the event of an executive's death, disability, or a Change of Control Termination, all outstanding RSUs would vest in full. For unvested PSUs, upon death or disability of an executive, the PSUs are eligible to continue to vest and would be paid out at the same time as then-employed participants at an amount based on actual final performance results. PSUs also have a double trigger which, should it occur, would allow them to be paid out at the maximum value.
Total Payments Due Upon Termination of Employment
The table on the following page shows the payments that our NEOs would have received upon termination of their employment on
50 | ||
Within 24 | |||||||||||||||
Months of a | |||||||||||||||
Change in | |||||||||||||||
Control | |||||||||||||||
Termination | Termination | ||||||||||||||
Without | Without | ||||||||||||||
Cause or | Cause or | ||||||||||||||
Departing | Departing | ||||||||||||||
for Good | for Good | ||||||||||||||
Benefit | Reason(1) | Reason(2) | Death(3) | Disability(4) | |||||||||||
Severance pay | (5) | $ | 1,960,000 | $ | 6,405,270 | $ | 500,000 | $ | 514,000 | ||||||
Outplacement services | (6) | 25,000 | - | - | - | ||||||||||
Option and stock award vesting | (7) | 5,710,583 | 7,179,861 | 5,710,583 | 5,710,583 | ||||||||||
Health benefits | (8) | 28,661 | 42,992 | - | - | ||||||||||
Total Value | $ | 7,724,244 | $ | 13,628,123 | $ | 6,210,583 | $ | 6,224,583 | |||||||
Severance pay | (5) | $ | 862,500 | $ | 2,863,500 | $ | 500,000 | $ | 76,000 | ||||||
Outplacement services | (6) | 25,000 | - | - | - | ||||||||||
Option and stock award vesting | (7) | 352,590 | 483,000 | 352,590 | 352,590 | ||||||||||
Health benefits | (8) | 5,374 | 7,165 | - | - | ||||||||||
Total Value | $ | 1,245,464 | $ | 3,353,665 | $ | 852,590 | $ | 428,590 | |||||||
Severance pay | (5) | $ | 684,000 | $ | 3,641,343 | $ | 456,000 | $ | 195,000 | ||||||
Outplacement services | (6) | 25,000 | - | - | - | ||||||||||
Option and stock award vesting | (7) | 1,070,740 | 1,331,879 | 1,070,740 | 1,070,740 | ||||||||||
Health benefits | (8) | 28,075 | 37,433 | - | - | ||||||||||
Total Value | $ | 1,807,815 | $ | 5,010,655 | $ | 1,526,740 | $ | 1,265,740 | |||||||
Severance pay | (5) | $ | 895,500 | $ | 3,428,757 | $ | 500,000 | $ | 161,327 | ||||||
Outplacement services | (6) | 25,000 | - | - | - | ||||||||||
Option and stock award vesting | (7) | 1,004,020 | 1,250,635 | 1,004,020 | 1,004,020 | ||||||||||
Health benefits | (8) | 28,039 | 37,386 | - | - | ||||||||||
Total Value | $ | 1,952,559 | $ | 4,716,778 | $ | 1,504,020 | $ | 1,165,347 | |||||||
Severance pay | (5) | $ | 621,000 | $ | 2,496,369 | $ | 414,000 | $ | 231,000 | ||||||
Outplacement services | (6) | 25,000 | - | - | - | ||||||||||
Option and stock award vesting | (7) | 964,836 | 1,201,817 | 964,836 | 964,836 | ||||||||||
Health benefits | (8) | 11,981 | - | 15,974 | - | ||||||||||
Total Value | $ | 1,622,817 | $ | 3,698,186 | $ | 1,394,810 | $ | 1,195,836 | |||||||
Severance pay | (5) | $ | 603,000 | $ | 2,163,411 | $ | 402,000 | $ | 225,000 | ||||||
Outplacement services | (6) | 25,000 | - | - | - | ||||||||||
Option and stock award vesting | (7) | 897,026 | 1,123,776 | 897,026 | 897,026 | ||||||||||
Health benefits | (8) | 19,433 | 25,911 | - | - | ||||||||||
Total Value | $ | 1,544,459 | $ | 3,313,098 | $ | 1,299,026 | $ | 1,122,026 |
(1) | Non Change in Control: CEO is 24 months of base salary; EVPs are 18 months of base salary, as well as 24 and 18 months respectively for the CEO's and EVP's employer-portion of premiums for coverage under health plan. |
(2) | Change in Control without Cause or Good Reason; CEO is 3 times base salary plus bonus, EVPs are 2 times base salary plus bonus, 1 times most current cash award (reflects ELTIP cash paid |
(3) | Death benefit one times base salary up to maximum of |
(4) | NEOs hired prior to |
(5) | Severance payments following a change in control are subject to reduction if such payments would exceed the deductible limits under Section 280G of the Internal Revenue Code, if such a reduction results in greater after tax net result (a "best net" provision). |
(6) | Outplacement services amounts are estimates based on management's experience with outplacement providers. |
(7) | This value includes stock options, RSUs and PSUs. Stock options and RSUs vesting is based on an assumed value of |
(8) | Health benefits represent the portion of the total cost that would be paid by WSFS. |
51 | ||
CEO Pay Ratio
The CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
We determined our 2023 median employee (our "2023 Median Employee") from our employee population on
To calculate the 2024 ratio of compensation of our median Associate to that of
52 | ||
Pay versus Performance
As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. "Compensation Actually Paid" ("CAP") is calculated in accordance with
Pay versus Performance Table
In accordance with
Year-end Value of |
||||||||
on |
||||||||
Average SCT | Average CAP | Peer | WSFS GAAP | WSFS | ||||
SCT Total for | CAP | Total for Non- | to Non-CEO | Group | Net Income | Adjusted | ||
CEO(1) | to CEO(2) | CEO NEOs(1) | NEOs(2) | WSFS TSR(3) | TSR(4) | (in millions) | ROA(5) | |
Year | $ | $ | $ | $ | $ | $ | $ | % |
2024 | 1.26% | |||||||
2023 | 3,859,142 | 2,842,594 | 1,086,806 | 629,363 | 110.12 | 113.95 | 269.2 | 1.38% |
2022 | 4,658,471 | 4,642,876 | 1,452,394 | 1,375,931 | 107.05 | 113.03 | 222.4 | 1.40% |
2021 | 3,386,092 | 3,690,966 | 1,373,560 | 1,400,192 | 116.92 | 123.08 | 271.4 | 1.86% |
2020 | 2,563,402 | 2,970,990 | 1,038,954 | 1,265,202 | 103.60 | 92.93 | 114.8 | 0.77% |
(1) | Our Principal Executive Officer was Mr. |
The dollar amounts reported are total compensation in the SCT for the CEO and the average for non-CEO NEOs for each reported fiscal year.
(2) | The dollar amounts reported represent CAP, as calculated in accordance with |
(3) | Reflects the cumulative TSR of WSFS over the five-year period. The reporting is based on a theoretical |
(4) | Reflects the cumulative TSR of the KRX, weighted according to the member companies' market capitalization for each period for which the retuis indicated. The KRX is the peer group used by WSFS for purposes of Item 201(e) of Regulation S-K under the Exchange Act in our Annual Report on Form 10-K for the year ended |
(5) | Adjusted ROAis the non-GAAP measure that divides (i) Adjusted Net Income (non-GAAP) attributable to WSFS by (ii) average assets for the applicable period. For a reconciliation of these non-GAAP financial measures to their comparable GAAP measures, see "Appendix A - non-GAAP Reconciliations." For a description of our Quality of Earnings review, refer to our "Compensation Discussion and Analysis" ("CD&A"). |
53 | ||
Calculation of CAP
To calculate the amounts in the CAP table to our CEO and Non-CEO NEOs in the table above according to
2024 | |||
CEO | Average Non-CEO NEOs |
||
Total Compensation from SCT | |||
Amount deducted for aggregate change in actuarial present value from SCT | - | - | |
Amount deducted for grant date values in the SCT | (2,375,961 | ) | (654,785) |
Amount included (+ or -) or year-end fair value of unvested awards granted in the current year | |||
Amount included (+ or -) for year-over-year difference of year-end fair values for unvested awards granted in prior years | 1,035,358 | 152,317 | |
Amount included (+ or -) for fair values at vest date for awards granted and vested in current year | - | - | |
Amount included (+ or -) for difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | (95,360 | ) | (16,512) |
Amount included for forfeitures during current year equal to prior year-end fair value | - | - | |
Total Adjustments(1) | 1,541,975 | 244,935 | |
CAP (as calculated) |
(1) | Our 2018 Long-Term Incentive Plan prohibits the payment of dividends or dividend equivalents on unexercised stock options or unvested full value equity grants. Therefore, no dividend-related adjustments were required in the calculation of CAP. |
Performance Measures
Our
• | Adjusted ROA-our CSM |
• | Adjusted ROTCE |
• | Adjusted EPS |
For a reconciliation of these non-GAAP financial measures to their comparable GAAP measures, see "Appendix A - non-GAAP Reconciliations."
Relationship Between CAP and Performance Measures
In accordance with
• | Company and peer group TSR versus CAP to the CEO and average for other NEOs for each covered year. |
• | Company Net Income versus CAP to the CEO and average for other NEOs for each covered year. |
• | Company Adjusted ROA versus CAP to the CEO and average for other NEOs for each covered year. |
In accordance with
54 | ||
55 | ||
56 | ||
Proposal 3:Ratification of the Appointment of Independent Registered Public Accounting Firm
AUDIT MATTERS
The Company's Audit Committee appointed the firm of
Representatives of
ABOUT THE AUDIT COMMITTEE
The Audit Committee's review also included the matters regarding auditor independence discussed under the section titled "Audit Committee Report", including whether the nature and extent of non-audit services would impair the independence of the auditors. Services provided to the Company and its subsidiaries by
ABOUT YOUR VOTE
• | To be ratified, the appointment of |
• | Abstentions will have the same effect as votes against the proposal and broker non-votes will have no effect on the outcome of the proposal. |
The Board of Directors recommends a vote"FOR"the verification of the appointment of |
57 | ||
AUDIT SERVICES
It is the policy of the Audit Committee to approve all audit and non-audit services prior to the engagement of the independent registered public accounting firm to perform any service, subject to the following operating procedures: Each year in connection with the execution of the audit engagement letter, the Audit Committee pre-approves a retainer for additional services that are either audit or audit-related in nature. These additional services may not exceed 5% of the annual audit fee amount. For any additional audit or audit-related services to be provided by the independent registered public accounting firm that were not pre-approved in accordance with this procedure, and for which the fees are expected to not exceed 10% of the annual audit fee, the Chair of the Audit Committee can provide pre-approval of the services. For any additional services where the fees are expected to exceed 10% of the annual audit fee, the pre-approval of the entire Audit Committee is required.
In addition, a retainer for tax consulting services is pre-approved by the Audit Committee. Any tax consulting services exceeding the retainer amount are approved in accordance with the above procedure. All fees paid to the independent registered public accounting firm are reported to the Audit Committee in a timely manner. In connection with the audit of the 2024 financial statements, we entered into engagement letters with
AUDIT FEES |
The aggregate fees earned by |
AUDIT RELATED FEES |
The aggregate fees earned by |
TAX FEES |
The aggregate fees earned by |
ALL OTHER FEES |
There were no fees earned by |
AUDIT COMMITTEE REPORT
As part of its ongoing activities, the Audit Committee has:
• | Reviewed and discussed with management the Company's audited consolidated financial statements for the fiscal year ended |
• | Discussed with the Company's independent registered public accounting firm the matters required to be discussed under relevant guidance of the |
• | Received the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm their independence. |
Based on the review and discussions referred to above, the Audit Committee recommended to our Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended
AUDIT COMMITTEE MEMBERS
Eleuthère I. du Pont |
58 | ||
Transactions with Related Parties
The Company also has a written Related Party Transaction Policy pursuant to which the
In the ordinary course of its business,
In accordance with our written policy and Regulation O of the
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our officers, directors and persons who own more than 10% of a registered class of our equity securities to file reports of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the
To our knowledge and based solely on our review of the copies of such forms, there were no late Section 16(a) filings during 2024, except that on November 8, 2024,
WSFS Bank2025 Proxy Statement | 59 | |
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth the number of shares of our common stock beneficially owned by the directors, executive leadership and 5% stockholders as of March 14, 2025. The table also shows the amount of such shares as a percentage of all of the shares of our common stock outstanding as of March 14, 2025 (unless otherwise indicated).
In accordance with Rule 13d-3 under the Exchange Act, for the purposes of this table, a person is deemed to be the beneficial owner of any shares of common stock if he or she has, or shares, voting or dispositive power with respect to such common stock or has a right to acquire beneficial ownership at any time within 60 days of the determination date. Except as otherwise noted, the named beneficial owner exercises sole voting and investment power over the shares of common stock.
Number of Shares (Including Exercisable Options)(1) |
Percentage of our outstanding common stock |
||
Directors: | |||
24,765 | * | ||
19,266 | * | ||
27,595 | * | ||
11,383 | * | ||
25,077 | * | ||
12,696 | * | ||
Eleuthère I. du Pont | 15,464 | * | |
7,479 | * | ||
10,917 | * | ||
257,346 | * | ||
15,421 | * | ||
21,530 | * | ||
Named Executive Officers: | |||
34,545 | * | ||
68,965 | * | ||
53,124 | * | ||
14,772 | * | ||
- | * | ||
Directors and Executive Officers as a group (18 persons) | 640,059 | 1.10 | % |
5% WSFS Financial Corp Stockholders: | |||
55 East 52nd Street |
8,694,832 | 14.30 | % |
The Vanguard Group, Inc.(4) 100 Vanguard Blvd. |
6,965,678 | 11.47 | % |
Building One 6300 Bee Cave Road |
3,757,218 | 6.20 | % |
1 Congress Street |
3,030,372 | 5.10 | % |
* Less than 1% of outstanding common stock.
(1) | Includes exercisable stock options for the following individuals: A. Bacci: 25,873; |
(2) |
(3) | According to the Statement on Schedule 13G/A of |
(4) | According to the Statement on Schedule 13G/A of The Vanguard Group, Inc. filed with the |
(5) | According to the Statement on Schedule 13G/A of |
(6) | According to the Statement on Schedule 13G/A of |
WSFS Bank2025 Proxy Statement | 60 | |
Meeting and Other Information
Notice of Internet Availability of Proxy Materials In accordance with rules adopted by the |
Information Contained in Proxy Statement
This information relates to the proposals to be voted on at the Annual Meeting, the voting process, compensation of our directors and most highly paid executives and certain other required information.
Electronic Access to the Company's Proxy Materials The Proxy Materials are available at https://web.viewproxy.com/wsfs/2025 and from our corporate website at investors.wsfsbank.com. To view this material, you must have available the virtual control number located on the proxy card or, if shares are held in the name of a broker, bank or other nominee, the voting instruction form. |
Stockholders Eligible to Vote
Only stockholders of record at the close of business on the Record Date, which was March 21, 2025, will be entitled to vote at the Annual Meeting.
Shares Eligible to be Voted As of the Record Date, we had 58,000,798 shares of common stock outstanding. Each outstanding share of our common stock will entitle its holder to one vote on each of the three director nominees to be elected and one vote on each other matter to be voted on at the Annual Meeting. We do, however, permit cumulative voting for the election of directors, meaning that if, for example, there are three seats up for election in a given class, if you own 100 shares, you have 300 votes to distribute among the nominees as you see fit. You can distribute them equally and cast 100 votes for each nominee or you may give more votes to certain nominees, even giving all 300 votes to a single nominee if you wish. If you give us a proxy to vote your shares at the Annual Meeting, we will distribute your votes among the nominees as we see fit. If you do not want us to use cumulative voting for your shares, you may state that on your proxy card. See "How to Vote" below for more information regarding cumulative voting. |
Quorum Requirement
As of the Record Date, 58,000,798 shares of the Company's common stock were issued and outstanding. We require the presence, whether in person, by participation at the virtual meeting or through the prior submission of a proxy, of the holders of shares of WSFS common stock representing a majority of the shares outstanding and entitled to vote on the Record Date. If you submit a properly executed proxy, then you will be considered part of the quorum.
WSFS Bank2025 Proxy Statement | 61 | |
Matters to be Voted On The Annual Meeting is being held to consider the following proposals: (1) The election of four directors for a three-year term expiring on the date of our Annual Meeting of Stockholders to be held in 2028; (2) A non-binding advisory vote on the compensation of our NEOs; (3) The ratification of the appointment of (4) Such other matters as may properly come before the meeting or any adjournment thereof. Our Board of Directors recommends a vote: FOReach of the four nominees for director, FORthe non-binding advisory vote on the compensation of our NEOs, FORratification of the appointment of |
Votes Required
Proposal 1: Directors are elected by plurality vote, meaning that the nominees who receive the greatest number of votes are elected.
Proposal 2: The advisory proposal relating to executive compensation must receive a favorable vote of a majority of the shares present in person by participation at the Annual Meeting or represented by proxy and entitled to vote on the proposal to be approved.
Proposal 3: The appointment of
For Proposal 1, you may vote for a nominee or you may withhold your vote for a nominee. In a contested election, the number of seats up for election is less than the number of persons nominated. The winning nominees are the ones who receive more votes than the other nominees. In an uncontested election, there are enough seats up for election for all the nominees, so all will be elected regardless of the number of votes they each receive.
Effect of Abstentions and Broker Non-Votes For Proposal 1, abstentions and broker non-votes are treated as present for quorum purposes only and will not affect the outcome of the vote on the proposal. For Proposals 2 and 3, abstentions will have the same effect as votes against such proposals and broker non-votes will have no effect on the outcome of the vote on any of the proposals. If you fail to instruct your broker how you want your shares voted, your broker may use discretionary authority to vote your shares only on "routine" matters. The election of directors and the non-binding advisory vote on the compensation of our NEOs are not considered "routine" matters. As such, your broker cannot vote your shares with respect to these proposals if you do not give instructions. If you hold your shares beneficially through a bank or broker, you must provide a legal proxy from your bank or broker during registration and you will be assigned a virtual control number in order to vote your shares during the Annual Meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the 2025 Annual Meeting (but will not be able to vote your shares) so long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at https://web.viewproxy.com/wsfs/2025. On the day of the Annual Meeting, you may only vote during the Annual Meeting by e-mailing a copy of your legal proxy to virtualmeeting@viewproxy.com in advance of the Annual Meeting. |
Broker Non-Votes
If a broker indicates on its proxy that it submits to the Company that it does not have authority to vote certain shares held in "street name," the shares not voted are referred to as "broker non-votes." Broker non-votes occur when brokers do not have discretionary voting authority to vote certain shares held in "street name" on particular proposals under the rules of Nasdaq and the "beneficial owner" of those shares has not instructed the broker how to vote on those proposals. If you are a beneficial owner and you do not provide instructions to your broker, bank or other nominee, your broker, bank or other nominee is permitted to vote your shares for or against "routine" matters such as Proposal Number 3, the ratification of the appointment of our independent registered public accounting firm. Brokers are not permitted to exercise discretionary voting authority to vote your shares for or against "non-routine" matters. All of the matters on which stockholders will be asked to vote on at the Annual Meeting, with the exception of Proposal Number 3, the ratification of the appointment of our independent registered public accounting firm, are "non-routine" matters.
WSFS Bank2025 Proxy Statement | 62 | |
How to Vote If you are the stockholder of record, you may vote by one of the following four methods (as instructed on the Notice of Internet Availability): ·Virtually at the Annual Meeting; ·Via the Internet; ·By telephone; or ·By mail. If you would like instructions on how to vote via the internet during the virtual Annual Meeting, please contact VirtualMeeting@viewproxy.com or call 866-612-8937. If you elect to vote by mail and you requested and received a printed set of the proxy materials, you may mark, sign, date and mail the proxy card enclosed with the proxy materials you received. Whichever method of voting you use, the proxies identified on the proxy card will vote the shares of which you are the stockholder of record in accordance with your instructions. If you submit a proxy card properly voted and returned through available channels without giving specific voting instructions, the proxies will vote the shares as recommended by our Board of Directors. If you own your shares in "street name," that is, through a brokerage account or in another nominee form, you must provide instructions to the broker or nominee as to how your shares should be voted. Your broker or nominee will usually provide you with the appropriate instruction forms at the time you receive these Proxy Materials. If you own your shares in this manner, you must provide a legal proxy from your broker or nominee during registration and you will be assigned a virtual control number in order to vote your shares during the Annual Meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the 2025 Annual Meeting (but will not be able to vote your shares) so long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the internet, including how to demonstrate proof of stock ownership, are posted at https://web.viewproxy.com/wsfs/2025. On the day of the Annual Meeting, you may only vote during the meeting by e-mailing a copy of your legal proxy to virtualmeeting@viewproxy.com in advance of the meeting. A stockholder of record may exercise cumulative voting rights by indicating on the proxy card the manner in which such votes should be allocated. A stockholder who holds shares beneficially through a bank, broker, trustee or other nominee and wishes to cumulate votes, should contact his, her or its bank, broker, trustee or other nominee. Internet and telephone voting cannot accommodate cumulative voting. To cumulate your votes, you must follow the instructions on the Notice of Internet Availability of Proxy Materials to obtain a paper copy of the proxy materials and indicate the manner in which such votes should be allocated. |
Voting over the Internet or by Telephone
Voting over the Internet: You may use the Internet (www.AALvote.com/WSFS) to transmit your vote up until 11:59 P.M., EasteTime, on May 14, 2025 by following the instructions provided either in the Notice of Internet Availability or on the proxy card or voting instruction form you received if you requested and received a printed set of the proxy materials.
Voting by Telephone: If you are a stockholder of record, you may call 1 (866) 804-9616 and use any touch-tone telephone to transmit your vote up until 11:59 P.M., EasteTime, on May 14, 2025 by following the instructions provided either in the Notice of Internet Availability or on the proxy card or voting instruction form you received if you requested and received a printed set of the proxy materials. Note: If you intend to take advantage of the opportunity to listen to the Annual Meeting via telephone, you will not be able to revoke or cast a vote over the telephone during the Annual Meeting.If you hold your shares in "street name," that is through a broker, bank or other nominee, that institution will instruct you as to how your shares may be voted by proxy, including whether telephone or Internet voting options are available.
Revoking or Changing Your Vote If you are the record owner of your shares and you completed and submitted a proxy card, you may revoke your proxy at any time before it is voted at the Annual Meeting by: ·Submitting a new proxy card with a later date; ·Delivering written notice to our Secretary, stating that you are revoking your proxy; ·Attending the Annual Meeting and voting your shares in person (via the internet); or ·If you are a record owner of your shares and you submitted your proxy by telephone or via the Internet, you may change your vote or revoke your proxywith a later telephone or Internet proxy, as the case may be. Please note that attendance at the Annual Meeting will not, in itself, constitute revocation of your proxy. If you own your shares in "street name," you may later revoke your voting instructions by informing the bank, broker or other holder of record in accordance with that entity's procedures. |
WSFS Bank2025 Proxy Statement | 63 | |
Participating in the Virtual Meeting
We consider the Annual Meeting an opportunity for stockholders to have access to our Board of Directors and Executive Leadership Team in a public forum, and we invite stockholders to submit questions or comments in advance of the Annual Meeting. This is an important part of the process, and we have established a procedure for stockholders to send communications to our Board of Directors as well as to management. While legal considerations and timing issues may prevent us from answering all questions or addressing all comments, we believe this dialogue is helpful in increasing communication with our stockholders.
Please send questions to: |
Investor Relations or: stockholderrelations@wsfsbank.com |
Stockholders may also submit questions while attending the Annual Meeting via live webcast. Please follow the instructions on the virtual meeting website to type your questions into the questions/chat box on the screen in order to ask questions during the Annual Meeting. At the Annual Meeting, we will attempt to respond to as many of the questions and comments we receive. During the live Q&A session of the Annual Meeting, we may answer questions as they come in and address those asked in advance, to the extent relevant to the business of the Annual Meeting, as time permits.
There will be technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting live audio webcast. Please be sure to check in 15 minutes prior to the start of the meeting on the day of the meeting, so that any technical difficulties may be addressed before the Annual Meeting live audio webcast begins. If you encounter any difficulties accessing the webcast during the check-in or meeting time, please email virtualmeeting@viewproxy.com or call (866) 612-8937.
The Cost of the Proxy Solicitation The accompanying proxy is being solicited by our Board of Directors. We will pay the costs of soliciting proxies from our stockholders. We have engaged Alliance Advisors to help in the solicitation of proxies for a fee of approximately $13,000 plus associated costs and expenses. |
How to Obtain the Company's Corporate Governance Information
Our Corporate Governance information is available from our website at investors.wsfsbank.com. Our stockholders may also obtain written copies at no cost by writing to us at WSFS Bank Center, 500 Delaware Avenue,
Requesting Electronic or Printed Copies of this and Future Proxy Materials You may request and consent to delivery of electronic or printed copies of this and future proxy statements, annual reports and other stockholder communications by: ·Following the instructions at: investors.wsfsbank.com; ·Calling (888) WSFSBANK or (888) 973-7226; or ·Sending an email to stockholderrelations@wsfsbank.com. When requesting copies of proxy materials and other stockholder communications, you should have available the virtual control number located on the proxy card or, if shares are held in the name of a broker, bank or other nominee, the voting instruction form. |
Stockholder Nominations and Proposals for Inclusion in our Proxy Statements
Under SEC Rule 14a-8, a stockholder desiring to make a proposal to be included in the proxy statement for the 2026 Annual Meeting of Stockholders must present such proposal to the following address:
Proposals must be received no later than the close of business on November 27, 2025, and must comply with SEC Rule 14a-8 in order for the proposal to be considered for inclusion in the Company's proxy statement. In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company's nominees for the 2026 Annual Meeting of Stockholders must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 no later than March 16, 2026 and comply with the deadlines outlined in our Bylaws described below.
WSFS Bank2025 Proxy Statement | 64 | |
Stockholder Director Nominations As set forth in our Bylaws, a stockholder making a recommendation for nomination must provide certain information for each person the stockholder proposes to recommend as a nominee to the Board: As required by our Bylaws, a recommendation for nomination must provide the following information for each person the stockholder proposes to recommend as a nominee to the Board: ·the name and age of such person; ·any information required to be disclosed in solicitations of proxies with respect to nominees for election of directors by Section 14 of the Exchange Act and related rules and regulations (including the written consent of the person proposed as a director nominee); ·a description of all direct and indirect compensation, economic interests and other material monetary arrangements during the past three years, and any other material relationships, between or among such stockholder and each recommended nominee, including all information that would be requiredto be disclosed pursuant to Item 404 of Regulation S-K if the stockholder making the nomination were the "registrant" for purposes of such rule and the recommended nominee were a director or executive officer of such registrant; ·a description of all relationships between the proposed nominee and the recommending stockholder, and of any agreements, arrangements and understandings between the recommending stockholder and the recommended nominee regarding the nomination; and ·a description of all relationships between the recommended nominee and any of the Company's competitors, customers, suppliers, labor unions and any other persons with special interests regarding the Company. In addition, our Bylaws require such a recommendation for nomination or proposal to provide specified information with respect to the stockholder recommending a nominee, as well as the beneficial owner, if any, on whose behalf the recommendation for nomination is made. Such information includes, among other things: ·the name, address and telephone number of such stockholder and of such beneficial owner; ·the class or series and number of shares of the Company owned of record by such stockholder and beneficially by such beneficial owner and the time period such shares have been held; |
·any derivative instruments with respect to Company shares owned by such stockholder or beneficial owner; ·any proxy or similar arrangement pursuant to which such stockholder or beneficial owner has a right to vote any shares of any security of the Company or has granted any such right to any person or persons; ·short interest in any security of the Company; and ·any other information relating to such stockholder and beneficial owner that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and related rules and regulations. Such notice must also contain certain representations by the stockholder and beneficial owner, as well as certain other information as provided in our Bylaws. Nominations must be received no earlier than January 15, 2026 and no later than February 14, 2026. For additional details regarding the requirements with respect to such notices, please see our Bylaws, which were filed as Exhibit 3.1 to our Current Report on Form 8-K filed with the |
Other Stockholder Proposals
For any proposals other than a recommendation for director nomination, our Bylaws require that such proposal include certain information regarding the proposal. In addition, our Bylaws require such a recommendation for nomination or proposal to provide specified information with respect to the stockholder recommending a nominee, as well as the beneficial owner, if any, on whose behalf the recommendation for nomination is made. Such notice must also contain certain representations by the stockholder and beneficial owner, as well as certain other information as provided in the Bylaws.
Proposals must be received no earlier than January 15, 2026 and no later than February 14, 2026. For additional details regarding the requirements with respect to such notices, please see our Bylaws, which were filed as Exhibit 3.1 to our Current Report on Form 8-K filed with the
WSFS Bank2025 Proxy Statement | 65 | |
Company Documents and Other Matters
Annual Report
A copy of our 2024 Annual Report, including financial statements and schedules, has been made available to stockholders and is posted on our website at investors.wsfsbank.com and at the
Householding
The
annual report, proxy statement, or Notice of Internet Availability of Proxy Materials, or if you are receiving multiple copies thereof and wish to receive only one, please notify your broker or nominee if your shares are held in a brokerage account or other account or our agent,
Other Matters
Our Board of Directors knows of no business that will be presented for consideration at the Annual Meeting other than as stated in the Notice of Annual Meeting of Stockholders. If, however, other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote the shares represented thereby on such matters in accordance with their best judgment. Whether or not you intend to be present at the Annual Meeting, you are urged to vote via the Internet, by telephone or, if you received printed materials, by returning your proxy card. If you are present at the Annual Meeting and wish to vote your shares in person, your original proxy may be revoked by voting at the Annual Meeting. However, if you are a stockholder whose shares are not registered in your own name, you will need appropriate documentation from your record-holder to vote personally at the Annual Meeting.
WSFS Bank2025 Proxy Statement | 66 | |
APPENDIX A-NON-GAAP RECONCILIATIONS
The Company uses certain non-GAAP financial measures to provide meaningful supplemental information regarding the Company's operational performance and to enhance investors' overall understanding of such financial performance. The non-GAAP measures used herein include ROTCE, Core ROA, coverage ratio including estimated remaining credit marks, Adjusted ROA, Adjusted ROTCE, and Adjusted EPS. Management believes that these non-GAAP financial measures provide useful information to an understanding of the operating results of our core business. However, these non-GAAP financial measures are supplemental and are not a substitute for an analysis based on GAAP measures. As other companies may use different calculations for these adjusted measures, this presentation may not be comparable to other similarly titled adjusted measures reported by other companies. A reconciliation of the non-GAAP measure to the GAAP measure are set forth below:
(dollars in thousands, except per share data) | As of and for the Year Ended December 31, 2024 |
||
Calculation of retuon average tangible common equity: | |||
GAAP net income attributable to WSFS | $ | 263,671 | |
Plus: Tax effected amortization of intangible assets | 11,893 | ||
Net tangible income (non-GAAP) | $ | 275,564 | |
Average stockholders' equity of WSFS | 2,535,737 | ||
Less: Average goodwill and intangible assets | 996,899 | ||
Net average tangible common equity (non-GAAP) | $ | 1,538,838 | |
Retuon average common equity (GAAP) | 10.40 | % | |
Retuon average tangible common equity (non-GAAP) | 17.91 | % | |
Calculation of tangible common book value per share: | |||
Total stockholders' equity of WSFS (GAAP) | $ | 2,589,752 | |
Less: |
988,160 | ||
Total tangible common equity (non-GAAP) | $ | 1,601,592 | |
Number of shares of common stock outstanding (000s) | 58,657 | ||
Book value per share (GAAP) | $ | 44.15 | |
Tangible common book value per share (non-GAAP) | $ | 27.30 | |
Calculation of adjusted net income: | |||
GAAP net income attributable to WSFS | $ | 263,671 | |
Plus pre-tax adjustments: Realized gain on equity investments, net, |
(1,704 | ) | |
Plus: Tax impact of pre-tax adjustments | 485 | ||
Adjusted net income (non-GAAP) | $ | 262,452 | |
Calculation of coverage ratio including the estimated remaining credit marks: | |||
Coverage ratio | 1.48 | ||
Plus: Estimated remaining credit marks on the acquired loan portfolios | 0.14 | ||
Coverage ratio including the estimated remaining credit marks (non-GAAP) | 1.62 | % |
As of and for the Year | |||
Ended December 31, | |||
(dollars in thousands, except per share data) | 2024 | ||
Quality of Earnings Calculations: | |||
Calculation of Adjusted ROA: | |||
GAAP net Income attributable to WSFS | $ | 263,671 | |
Adjusted net income (non-GAAP) | $ | 262,452 | |
Average Assets | 20,821,071 | ||
Number of weighted average fully diluted shares (000s) | 59,739 | ||
Retuon Average Assets (GAAP) | 1.27 | % | |
Plus pre-tax adjustments: Realized gain on equity investments, net, |
(0.01 | ) | |
Less: Tax impact of pre-tax adjustments | - |
WSFS Bank2025 Proxy Statement | 67 | |
As of and for the Year | |||
Ended December 31, | |||
(dollars in thousands, except per share data) | 2024 | ||
Adjusted ROA (non-GAAP) | 1.26 | % | |
Calculation of Adjusted retuon average tangible common equity (non-GAAP): | |||
Adjusted net income (non-GAAP) attributable to WSFS | $ | 262,452 | |
Plus: Tax effected amortization of intangible assets | 11,893 | ||
Adjusted net tangible income (non-GAAP) | $ | 274,345 | |
Net average tangible common equity (non-GAAP) | 1,538,838 | ||
Adjust retuon average tangible common equity (non-GAAP) | 17.83 | % | |
Calculation of Adjusted EPS: | |||
Earnings per share (diluted) (GAAP) | $ | 4.41 | |
Plus pre-tax adjustments: Realized gain on equity investments, net, |
(0.03 | ) | |
Less: Tax impact of pre-tax adjustments | 0.01 | ||
Adjusted EPS (non-GAAP) | $ | 4.39 | |
(dollars in thousands) | As of and for the Year Ended December 31, 2023 |
||
Quality of Earnings Calculations: | |||
Calculation of Adjusted ROA: | |||
GAAP Net Income attributable to WSFS | $ | 269,156 | |
Less: Unrealized gain on equity investments, net | (329 | ) | |
Less: Realized gain on sale of equity investment, net | (9,493 | ) | |
Plus: |
2,460 | ||
Less: Tax impact of pre-tax adjustments | (764 | ) | |
Adjusted net income (non-GAAP) | $ | 278,839 | |
Average Assets | 20,203,037 | ||
Retuon Average Assets (GAAP) | 1.33 | % | |
Plus: Pre-tax adjustments: Realized/unrealized gain on equity investments, net, |
0.02 | ||
Less: Tax impact of pre-tax adjustments | - | ||
Adjusted ROA (non-GAAP) | 1.38 | % |
WSFS Bank2025 Proxy Statement | 68 | |
(dollars in thousands) | As of and for the Year Ended December 31, 2022 |
||
Quality of Earnings Calculations: | |||
Calculation of Adjusted ROA: | |||
GAAP Net Income attributable to WSFS | $ | 222,375 | |
Plus: Corporate development and restructuring expense | 65,222 | ||
Plus: Initial ACL recorded in connection with the combination with Bryn Mawr Corporation | 23,514 | ||
Less: Unrealized gain on equity investments | (5,980 | ) | |
Less: Tax impact of pre-tax adjustments | (19,028 | ) | |
Adjusted net income (non-GAAP) | $ | 286,101 | |
Average Assets | 20,463,695 | ||
Retuon Average Assets (GAAP) | 1.09 | % | |
Plus: Pre-tax adjustments: Corporate development and restructuring expense, loss on debt extinguishment, contribution to WSFS Cares Foundation, recovery of legal settlement, and realized and unrealized gains on equity investments, net | 0.40 | ||
Less: Tax impact of pre-tax adjustments | (0.09 | ) | |
Adjusted ROA (non-GAAP) | 1.40 | % | |
As of and for the Year | |||
Ended December 31, | |||
(dollars in thousands) | 2021 | ||
Quality of Earnings Calculations: | |||
Calculation of Adjusted ROA: | |||
GAAP Net Income attributable to WSFS | $ | 271,442 | |
Plus: Corporate development and restructuring expense | 13,022 | ||
Plus: Loss on debt extinguishment | 1,087 | ||
Plus: Contribution to WSFS CARES Foundation | 1,000 | ||
Plus: Recovery of legal settlement | (4,062 | ) | |
Less: Realized and unrealized gain on sale of equity investments, net | (4,766 | ) | |
Less: Tax impact of pre-tax adjustments | (992 | ) | |
Adjusted net income (non-GAAP) | $ | 276,731 | |
Average Assets | 14,903,920 | ||
Retuon Average Assets (GAAP) | 1.82 | % | |
Plus: Pre-tax adjustments: Corporate development and restructuring expense, loss on debt extinguishment, contribution to WSFS Cares Foundation, recovery of legal settlement, and realized and unrealized gains on equity investments, net | 0.04 | ||
Less: Tax impact of pre-tax adjustments | (0.01 | ) | |
Adjusted ROA (non-GAAP) | 1.86 | % | |
(dollars in thousands) | As of and for the Year Ended December 31, 2020 |
||
Quality of Earnings Calculations: | |||
Calculation of Adjusted ROA: | |||
GAAP Net Income attributable to WSFS | $ | 114,774 | |
Plus: Corporate development and restructuring expense | 4,838 | ||
Plus: Contribution to WSFS CARES Foundation | 3,000 | ||
Less: Realized and unrealized gain on sale of equity investments, net | (25,084 | ) | |
Less: Tax impact of pre-tax adjustments | 3,311 | ||
Adjusted net income (non-GAAP) | $ | 100,839 | |
Average Assets | 13,148,317 | ||
Retuon Average Assets (GAAP) | 0.87 | % | |
Plus: Pre-tax adjustments: Corporate development and restructuring expense, contribution to WSFS Cares Foundation, and realized and unrealized gains on equity investments, net | (0.13 | ) | |
Less: Tax impact of pre-tax adjustments | 0.03 | ||
Adjusted ROA (non-GAAP) | 0.77 | % |
WSFS Bank2025 Proxy Statement | 69 | |
Our financial statements and other information about us are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the
Non-GAAP Measures:
• | Net tangible income is a non-GAAP measure that adjusts net income attributable to WSFS determined in accordance with GAAP to exclude the impact of amortization of intangible assets. |
• | Tangible common equity is a non-GAAP measure and is defined as total stockholders' equity less goodwill, other intangible assets. |
• | ROTCE is a non-GAAP measure and is defined as net tangible income divided by average tangible common equity. |
• | Tangible common book value per share ("TBV") is a non-GAAP financial measure that divides (i) TCE by (ii) shares outstanding. |
• | Coverage ratio including the estimated remaining credit marks is a non-GAAP measure that adjusts the coverage ratio to include the impact of the remaining credit marks on the acquired loan portfolios. |
• | Adjusted net income is a non-GAAP measure that adjusts net income attributable to WSFS determined in accordance with GAAP to exclude the impact of realized/unrealized gains (losses) on equity investments, net, |
• | Adjusted ROA is a non-GAAP measure that divides adjusted net income by average assets for the applicable period. |
• | Adjusted net tangible income is a non-GAAP measure that excludes the impact of amortization of intangible assets from adjusted net income. |
• | Adjusted ROTCE is a non-GAAP measure and is defined as adjusted net tangible income divided by average tangible common equity. |
• | Adjusted EPS is a non-GAAP measure that divides (i) adjusted net income by (ii) weighted average fully diluted shares for the applicable period. |
WSFS Bank2025 Proxy Statement | 70 | |
PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. KEEP THIS PORTION FOR YOUR RECORDS. This Proxy is Solicited on Behalf of the Board of Directors WSFS FINANCIAL CORPORATION For the 2025 Annual Meeting of Stockholders The undersigned hereby appoints
DO NOT PRINT IN THIS AREA (Stockholder Name & Address Data) PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. 1. The election of four directors for a three-year term ending at the 2028 Annual Meeting of Stockholders: 01 Karen Dougherty Buchholz 02 Francis B. Brake 03 Christopher T. Gheysens 04 Rodger Levenson INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark "FOR ALL EXCEPT" and fill in the box next to each nominee you wish to withhold and write the number(s) of the nominee(s) on the line below. To cumulate your vote for one or more of the above nominee(s), hand write the manner in which such votes shall be cumulated in the space next to each nominee(s) name(s). If you are cumulating your vote, do not mark the box and you will need to vote manually on a proxy card and not electronically. I withhold my vote for the following nominee(s) _____________________________________________________________________________________ 2. An advisory (non-binding) Say-on-Pay Vote relating to the compensation of
Attachments
Disclaimer
2025 Proxy Statement
Insurity to Sponsor and Exhibit at the 2025 AAIS Main Event
Advisor News
Annuity News
Health/Employee Benefits News
Life Insurance News