UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

Exchange Act of 1934 (Amendment No.)

Filed by the Registrant x
 
Filed by a Party other than the Registrant o
 
Check the appropriate box:
 
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
 

WSFS FINANCIAL CORPORATION

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):
x No fee required.
o Fee paid previously with preliminary materials.
o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 

 
 
 

 

 

 

Notice of 2022 Annual Meeting of Stockholders

 

You are cordially invited to attend the WSFS Financial Corporation (the “Company”, “WSFS,” “our” or “we”) 2022 Annual Meeting of Stockholders (“the Annual Meeting”), to be held virtually:

 

           
 

WHEN

4:00 P.M. ET

May 11, 2022

 

LIVE WEBCAST

Register at http://viewproxy.com/wsfs/2022/htype.asp and click the link provided and the password you received in your registration confirmations

 

RECORD DATE

You may vote if you were a stockholder of record at the close of business on March 18, 2022 (the "Record Date").

 

Items of Business  
   

PROPOSAL 1

Election of Directors. To elect five director nominees to our Board of Directors to serve for a three-year term.

 
   

PROPOSAL 2

Advisory Vote on Executive Compensation. To approve, on an advisory (non-binding) basis, the compensation of the Company's named executive officers ("NEOs").

 
 

PROPOSAL 3

Ratification of the Appointment of the Independent Registered Public Accounting Firm. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

 
   
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.

 

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 May 9, 2022.

   


 

 

 

Your Vote is Important

Even if you plan to attend the Annual Meeting, we encourage you 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 http://www.viewproxy.com/wsfs/2022. In order to attend the Annual Meeting, you must register at http://viewproxy.com/wsfs/2022/htype.asp by 11:59 PM ET on May 8, 2022. 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. You will be able to listen to the Annual Meeting live, submit questions and vote. Further instructions on how to attend and vote at the Annual Meeting are contained in the section titled "Meeting and Other Information."

 

Sincerely,

 

 

Rodger Levenson

Chairman, President and Chief Executive Officer

 

Whether or not you plan to attend the Annual Meeting, please vote as soon as possible to make
sure that your shares are represented at the Annual Meeting.

 

WSFS Bank   2022 Proxy Statement   i
 
 
 

 

Stockholders of Record

 

Your shares cannot be counted unless you vote by any of these methods:

 

  Visit www.AALvote.com/WSFS.
   
  Call toll-free to 1 (866) 804-9616.
   
  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 May 9, 2022. Each stockholder who attends the Annual Meeting virtually will need the control number that appears on the materials sent to you.

 

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 Securities and Exchange Commission, except for stockholders who have requested otherwise, we have generally mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”).

The Notice of Internet Availability provides instructions either for accessing our proxy materials, including the Proxy Statement, the 2021 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2021, and the ESG Report (the “Proxy Materials”), at the website address referred to in the Notice of Internet Availability, or for requesting printed copies of the proxy materials by mail or electronically by email.

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.

 

WSFS Bank   2022 Proxy Statement   ii
     
 
 
 

 

 

 

Table of Contents

 

 

Notice of 2022 Annual Meeting of Stockholders i
FORWARD-LOOKING STATEMENTS iv
PROXY STATEMENT SUMMARY 1
Proposal 1: Election of Directors 11
CORPORATE GOVERNANCE 11
Our Director Nomination and Selection Process 19
Board Structure and Roles 20
Committees 21
Audit Committee 22
Corporate Governance and Nominating Committee 22
Executive and Risk Committee 23
Personnel and Compensation Committee 23
Corporate Development Committee 24
Delivery Transformation Subcommittee 24
Board Policies 25
Compensation of our Board of Directors 28
Proposal 2: Advisory Vote on Executive Compensation 30
EXECUTIVE COMPENSATION 30
Executive Leadership Team 31
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS 34
Executive Compensation Philosophy 36
How Executive Compensation Decisions Are Made 37
Overview of Executive Compensation 39
2021 Executive Compensation Summary 42
Benefits 47
Employment Agreements 47
Executive Compensation Review and Redesign 48
Description of New Executive Leadership Team Incentive Plan 50
Executive Compensation Policies 51
CEO Pay Ratio 52
Compensation Committee Internal Interlocks and Insider Participation 52
Personnel and Compensation Committee Report 52
Summary Compensation Table 53
Grants of Plan-Based Awards 54
Outstanding Equity Awards Value at Fiscal Year-End 55
Exercises of Options and Vesting of Stock During 2021 56
Potential Payments upon Termination or Change in Control 57
   
Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm 59
AUDIT MATTERS 59
Audit Services 60
Audit Committee Report 60
TRANSACTIONS WITH RELATED PARTIES 61
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
62
MEETING AND OTHER INFORMATION 63
COMPANY DOCUMENTS AND OTHER MATTERS 68

APPENDIX A – GAAP RECONCILIATIONS

69


 

WSFS Bank   2022 Proxy Statement   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 in the risk factors in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021 (“Annual Report”) and in our subsequent periodic reports on Form 10-Q and current reports on Form 8-K, if any, filed with the Securities and Exchange Commission (the “SEC”). Forward-looking statements should be evaluated together with the many uncertainties that may affect our business, particularly those mentioned in our Annual Report and in our subsequent periodic reports on Form 10-Q and current reports on Form 8-K, if any, filed with the SEC.

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.

 

WSFS Bank   2022 Proxy Statement   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 WSFS Financial Corporation, a Delaware corporation (our “Board of Directors”), of proxies to be voted at the Annual Meeting to be held virtually on May 11, 2022 at 4:00 p.m. ET, and at any adjournment thereof, for the purposes set forth in the accompanying notice. The proxy materials are first being made available to stockholders on or about March 28, 2022.

Our Annual Meeting will be held in a virtual meeting format only which you can access by registering at http://viewproxy.com/ wsfs/2022/htype.asp. 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. During the past two years, we

 

have held our stockholders meetings virtually to deal with public health impact of the novel coronavirus pandemic and the variants thereof (“COVID-19”). Although some of the disruptive effects of COVID-19 have eased, we discovered that technological advances in presenting virtual meetings now grant our stockholders more convenient access to our meeting and reduce the environmental impact of travel to and from our meetings. We will continue to evaluate the effectiveness of the virtual only format this year. Please refer to our “Notice of 2022 Annual Meeting of Stockholders” and the “Meeting and Other Information” section of this Proxy Statement for more information about how to 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 proxy 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 11
         
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 30
         
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 59

 

WSFS Bank   2022 Proxy Statement   1
     
 
 
 

 

2021 Business Performance Highlights

 

$5.69

EPS

 

1.82%

ROA

 

1.61%

PPNR %1

 

$271.4M

Net Income2

 

21.56%

ROTCE1

This year was a strategically important year for WSFS. Our financial results were very strong and we exited the year with momentum which increased at the beginning of 2022 with the close of the acquisition of Bryn Mawr Bank Corporation ("Bryn Mawr") on January 1, 2022. As the economy gradually reopened from COVID-19 and its economic impact lessened, WSFS reduced allowance for credit losses ("ACL") by $134.3 million and returned $36.3 million of capital to shareholders (including common dividends and net share repurchases) all while maintaining strong capital ratios. We gained market share in several business lines, managed risks, and maintained cost discipline. Additional notable items in 2021 include the following:

 

$13 million of corporate development and restructuring expenses primarily related to our combination with Bryn Mawr.
Completed the redemption of $100 million in aggregate principal amount of our 4.50% fixed-to-floating rate senior notes due 2026.
Utilized the continued high levels of excess liquidity to purchase $3.5 billion of investment securities, available-for-sale, and to significantly reduce the level of wholesale borrowings.
Recorded a $4.4 million net gain on the liquidation of our investment in Social Finance, Inc. (“SoFi”).
Made a $1.0 million contribution to the WSFS CARES Foundation.
Resolved all legal matters associated with Nature’s Healing Trust and Charter Oak Trust Welfare Benefit Plan in 2021 and recognized $15 million legal settlement recovery associated with Charter Oak.

 

WSFS

Corporation

Fee Revenue: $185.5 million and 29.9% Fee Revenue over Total Revenue, which represents the strength of our diversified lines of businesses and products. The decrease in 2021 is primarily due to the impact of the Visa Class B shares sale in the prior year, lower securities gains, a decline in mortgage banking and lower interchange fees from the prior year. These decreases were partially offset by higher revenues from Wealth Management, other income and traditional banking fees, and total net gains on equity investments. We also generated $2.5 million in fees from our partnership with third-party providers for PPP 2.0 loans.

Cost Management: Noninterest expense increased less than 3% to $378.5 million, primarily due to higher salaries and benefits, corporate development and restructuring costs related to the Bryn Mawr acquisition and third- party software expenses tied to Delivery Transformation. These expenses were partially offset by the legal settlement recovery previously mentioned and the decrease in Loan Workout and Other Credit Costs due to the release of reserves on our unfunded commitments.

Investment Securities (available-for-sale): Increased 106% to $5.2 billion, which reflects us leveraging and repositioning the continued high level of excess liquidity.

Loans and Leases (net of allowance): Decreased 11% to $7.8 billion, including $719.7 million decrease from PPP loans being forgiven during the year. This year, we launched our strategic partnership with Upstart Holdings that will continue to add to our consumer lending portfolio.

Credit Quality: Our credit quality improved throughout 2021 with our problem assets declining 50% to $386.2 million by the end of the year. As a result, along with the positive impacts in our economic outlook from our ACL modeling, our ACL coverage ratio declined over 52% to 1.19% as the reserves built up from the prior year were released.

Customer Deposits: Increased 14% to $13.2 billion, driven by our strong Customer relationships across all business lines. The elevated Customer deposit base is being efficiently managed through our investment securities portfolio as mentioned above.

Capital Management: As exhibited by our Common Equity Tier 1 capital ratio of 15.11%, we remain substantially in excess of the “well-capitalized” regulatory benchmarks. Our Total stockholder’s equity increased 8% to $1.9 billion which reflects our strong earnings partially offset by unfavorable market-value changes on available-for-sale securities, common stock dividends paid out, and shares repurchased. Book value per share increased 9% to $40.73 and tangible common book value per share1 increased 13% to $29.24 at year-end.

 

WSFS Bank   2022 Proxy Statement   2
     
 
 
 

 

Cash Connect® Segment

Net Income: Increased 10% to $10.2 million in 2021 (pre-tax). This reflects our focus on expanding smart safe and ATM managed services to increase fee income and margins.

Cash Managed: Increased 9% to $1.7 billion by the end of the year.

Units: Remote capture units, also known as smart safes, increased 39% this year. There was also a 21% increase of ATMs utilizing our reconciliation services, which reflects the sustained demand for ATM cash and related services during the COVID-19 pandemic.

   
Wealth Management Segment

Net Income: Reported net income of $53.5 million (pre-tax), including the previously disclosed litigation settlement. Excluding this impact, net income increased $17.3 million, or 76%, to $40.2 million in 2021 (pre-tax), excluding the previously disclosed litigation settlement, in 2021. This reflects significant fee revenue growth from our increased institutional trust activity and management fees related to our higher AUM mentioned below.

AUM and AUA3: Increased 43% to $34.6 billion.

Trust Revenue: Increased 31% to $43.7 million in 2021.This resulted in WSFS Institutional Services® ending 2021 as the securitization industry’s fourth most active trustee for U.S. ABS and MBS according to Asset-Backed Alert’s ABS Database, an improvement from sixth most active in the prior year.

1Pre-provision net revenue as a percentage of assets ("PPNR %"), return on tangible common equity (“ROTCE”), and tangible common book value per share are non-GAAP financial measures. For a reconciliation of these non-GAAP financial measures to their comparable GAAP measures, see “Appendix A – non-GAAP Reconciliations.”
2Net income attributable to WSFS
3Assets under management (“AUM”) and assets under administration (“AUA”). AUM includes advisory businesses (West Capital Management, Cypress Capital Management, and WSFS Wealth Investments)

 

WSFS Bank   2022 Proxy Statement   3
     
 
 
 

 

Mission, Vision, Strategy and Values

 

As we enter 2022, our Board of Directors and Executive Leadership Team have been leading the development of our next three-year strategic plan which will be for the fiscal years 2022 – 2024. As part of this process, we reviewed our mission, vision, strategy and values and updated our vision, strategy and values. Our Board of Directors leads our Company by example when it comes to our mission, vision, strategy and values and we believe our Board of Directors and our Associates are aligned with respect to the objectives for our 2022 – 2024 strategic plan.

 

MISSION VISION STRATEGY VALUES We Stand for Service We envision a day where everyone will thrive. Engaged Associates, living our culture, enriching the communities we serve. Service - Truth - Respect

 

WSFS Bank   2022 Proxy Statement   4
     
 
 
 

 

Board Composition

 

Our Board of Directors consists of 14 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 (who also serves as our President and Chief Executive Officer ("CEO")), (ii) our Lead Independent Director and (iii) our committee chairs. Following the Annual Meeting, our Board of Directors will consist of 13 members, as Mark A. Turner, our former Chairman, President and Chief Executive Officer decided not to seek reelection to our Board of Directors as part of our previously announced long-term succession planning. A summary of our directors is listed below:

 

 

Director

 

Age(1)

Current Term

 

Independence

Tenure on
Board (years)

 

Principal Occupation

Anat Bird 70 2024 12 President and Chief Executive Officer of SCB Forums, LTD
Karen Dougherty Buchholz 55 2022 4 Executive Vice President of Administration for Comcast Corporation
Francis B. Brake 58 2022 8 President and Co-Founder of Epic Research, LLC
Diego F. Calderin 60 2022 Co-founder and Managing Partner of Banbury Systems

 

Jennifer W. Davis

 

51

 

2024

 

13

Executive Vice President and Chief Operating Officer at the University of Virginia
Michael J. Donahue 63 2024 4 Retired partner of KPMG LLP
Eleuthère I. du Pont 55 2023 9 President of the Longwood Foundation

 

Nancy J. Foster

 

60

 

2023

 

1

President and Chief Executive Officer of The Risk Management Association
Christopher T. Gheysens 50 2022 5 President & Chief Executive Officer of Wawa, Inc.

Francis J. Leto

62

2023

Former Chief Executive Officer of Bryn Mawr
Rodger Levenson 61 2022 4 Chairman, President and Chief Executive Officer of WSFS
Lynn B. McKee 66 2024 Executive Vice President, Human Resources for ARAMARK

 

David G. Turner

 

57

 

2023

 

8

Managing Partner, Financial Services for all Consulting in North America for IBM
Mark A. Turner (2) 59 2022 14 Former Chairman, President and Chief Executive Officer of WSFS

 

(1)As of the Record Date.
(2)Mr. M. Turner’s current term expires at the 2022 Annual Meeting of Stockholders and he will not seek reelection as part of our previously announced long-term succession planning.
 

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

 

 

 

 

WSFS Bank   2022 Proxy Statement   5
     
 
 
 

 

Skills, Knowledge, and Experience
Represented on our Board of Directors

 

Banking / Financial Services Industry Experience in the banking and financial services industry enables our directors to have insights in the competitive landscape and unique needs of our company. 7/13 Executive Leadership Previous leadership roles help our directors find those who will excel while serving in leadership positions within the company. 13/13 Financing Accounting Financial and accounting acumen allow our Board of Directors to analyze our financial statements and our financial reporting practices. 7/13 Regulatory / Risk Management Experience with regulators and risk management assists our directors in understanding both the risks and the opportunities we face in a heavily regulated industry. 7/13 Technology Banking evolves every year and our technology has to evolve with it. Technological literacy facilitates the growth and evolution of our company. 8/13 Local Market We are proud of our legacy as the oldest and largest locally-managed bank and trust company headquartered in the Greater Philadelphia and Delaware region. Our directors share our community roots. 12/13 National / Global We strive to combine a strong local presence in our core geographic markets with national capabilities and global reach. Our Board of Directors members understand the national and international markets. 10/13 Mergers and Acquisitions Our growth strategy includes both organic and acquisition growth and improving our overall customer experience through innovation and leveraging new technologies. Our directors know how to navigate the acquisition landscape. 5/13

 

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 2021.

 

WSFS Financial Corporation Board of Directors

Chairman: Rodger Levenson

Lead Independent Director: Jennifer W. Davis

   

Audit Committee

Corporate Governance and Nominating Committee Executive and Risk Committee Personnel and Compensation Committee Corporate Development Committee Delivery Transformation Subcommittee(1)
Chair David G. Turner Jennifer W. Davis Rodger Levenson Francis B. Brake Rodger Levenson Francis B. Brake
Vice Chair Michael J. Donahue Karen Dougherty
Buchholz
Nancy J. Foster Christopher T.
Gheysens
Anat Bird Rodger Levenson
Members

Anat Bird
Jennifer W. Davis
Eleuthère I. du Pont
Nancy J. Foster
Christopher T. Gheysens

Francis B. Brake Eleuthère I. du Pont

David G. Turner

Christopher T. Gheysens
Jennifer W. Davis
Michael J. Donahue
Frank J. Leto

Karen Dougherty
Buchholz

Eleuthère I. du Pont
David G. Turner
Lynn B. McKee

Francis B. Brake
Karen Dougherty
Buchholz

Michael J. Donahue
Christopher T.
Gheysens

Anat Bird
Christopher T.
Gheysens
David G. Turner

Diego F. Calderin

Meetings 7 4 27 8 5 6
(1)Delivery Transformation Subcommittee is a subcommittee of the Corporate Development Committee.
(2)Mr. Mark Turner’s current term expires at the 2022 Annual Meeting of Stockholders and he will not seek reelection as part of our long-term succession planning.
(3)During 2021, Mr. Levenson routinely attended Audit, Corporate Governance and Nominating and Personnel and Compensation Committee meetings at the discretion and invitation of the committee chairs for the purpose of providing his institutional knowledge and insight. He did not attend executive sessions or discussions that were related to him and does not have voting rights on such committees.

 

WSFS Bank   2022 Proxy Statement   6
     
 
 
 

 

Corporate Governance Practices

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

 

 
 

Lead Independent Director

Our Board of Directors recognizes the need for strong independent perspectives. When the Chairman and CEO roles are combined, our Board of Directors requires the appointment of a Lead Independent Director by a majority of independent directors.

 

Succession

Our Board of Directors and CEO actively participate in the succession planning process so that we continue to build a diverse Board of Directors and executive team with expertise and talents that will continue to contribute to our success.

Diversity

Our Board of Directors believes that it must understand the diversity of the Associates, Customers and communities that WSFS serves and that our Board of Directors itself should reflect that diversity.

 

Continual Refreshment

We aim for a rough balancing of shorter-tenured members (approximately less than 6 years), medium-tenured members (between approximately 6 and 12 years), and longer-tenured members (approximately more than 12 years).

 

 

 

Independent Directors’ Executive Sessions

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.

Annual Board Assessment

Our Board of Directors conducts an annual board self-evaluation process and every third year, engages a third-party consultant to conduct the evaluation.

  

Director Resignation Policy in Uncontested Elections

In an uncontested election, it is our policy that nominees who receive a number of votes in favor of their election which is less than a majority of total votes cast should promptly offer to resign from the Board of Directors.

 

 

 

WSFS Bank   2022 Proxy Statement   7
     
 
 
 

 

Environmental, Social and Governance Matters

At WSFS, “We Stand for Service” is more than just a tag line, but rather 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 “Investor Relations” on the menu found under “About WSFS” and click on “Corporate Governance”). 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 Customers, 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 Customers access to bank services without the need for full banking offices. We also continue to invest heavily in our Delivery Transformation initiative to keep up with rapid technological changes. All of these efforts are aimed to further reduce our adverse environmental impact.

Social

We encourage Associates to volunteer with nonprofits of their choice, and we stand behind that encouragement by offering each Associate four hours per month of compensated work time for participation in volunteer activities. In 2021, Associate volunteers logged 13,229 hours including online financial literacy and community service hours. We made more than $600,000 in large dollar grants to 15 different organizations in addition to more than $1,600,000 in contributions to 465 other charitable organizations in our communities. We also serve and invest in low-to-moderate income communities by partnering with nonprofits that work to, among other things, increase responsible home ownership, extending mortgage loans to borrowers in those communities and making direct contributions and investments in those communities.

Governance

One of our corporate values is integrity, which to us means “we do the right thing.” We are dedicated to operating in accordance with sound governance practices and principles, as described above in “—Corporate Governance Practices.” In addition, our commitment to diversity, equity and inclusion starts with our Board of Directors, where 50% of our Directors are women or minorities. In 2021, we furthered our commitment to diversity, equity and inclusion by hiring a Director of Diversity, Equity & Inclusion, who is working with our Executive Leadership Team and senior leaders to infuse diversity, equity and inclusion into all we do as a Company.

 

WSFS Bank   2022 Proxy Statement   8
     
 
 
 

 

Executive Compensation Practices

 

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

 

We strive to be competitive in base pay, taking into consideration salaries of similar positions at comparable financial institutions in our peer group, allowing for exceptions in particular circumstances. We structure our incentive compensation system to provide rewards for performance that reflect our strategic plan and balance executives' focus on both annual goals and our long-term success, without creating undue risk. Our total compensation for expected performance levels is targeted at levels similar to those at comparable financial institutions in our peer group. For top performance, we provide total compensation reflecting that superior performance.

 

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

 

Stock Ownership Guidelines Our guidelines require significant stock ownership for our Executive Leadership Team and our Board of Directors. Say on Pay We conduct annual Say-on-Pay votes. The 2021 Say-on-Pay vote was approved by 99.0% of the shares present in person by participation or represented by proxy at the 2021 Annual Meeting of Stockholders and entitled to vote on the proposal. Balanced Compensation We balance executives' short-term and long-term compensation to discourage short-term risk taking at the expense of long-term results. Double Trigger Change-in-Control Our compensation program imposes a double-trigger for equity incentive awards which do not vest solely upon a change- in-control, but also require a qualifying termination of employment following a change-in-control. Independent Compensation Consultant We engage an independent compensation consultant who performs no other work for us other than as an advisor on executive leadership compensation matters. Clawback Policy We have a policy permitting us to recoup certain incentive compensation in the event of fraud or other misconduct or financial restatements. Performance-based Compensation We make a significant portion of executives' co

 

 

WSFS Bank   2022 Proxy Statement   9
     
 
 
 

 

Executive Leadership Team

The daily operations of our Company are supervised by the following members of our Executive Leadership Team:

 

Name Age Position Year Assumed
Current Position
Year Hired
by WSFS
Rodger Levenson 61 Chairman, President and CEO 2020 2006
Arthur J. Bacci 62 EVP and Chief Wealth Officer 2018 2018
Lisa Brubaker 58 EVP and Chief Information Officer 2020 1987
Dominic C. Canuso, C.F.A. 47 EVP and Chief Financial Officer 2016 2016
Steve Clark 64 EVP and Chief Commercial Banking Officer 2016 2002
Michael L. Conklin 53 EVP and Chief Human Resources Officer 2020 2020
Christine E. Davis* 44 EVP and Chief Risk Officer 2022 1999
Shari Kruzinski 52 EVP and Chief Customer Officer 2021 1989
Michael P. Reed* 50 EVP and Chief Risk Officer 2020 2020
Patrick J. Ward 66 EVP and Pennsylvania Market President of the Bank 2016 2016
Richard M. Wright 69 EVP and Chief Retail Banking Officer 2006 2006

 

* Effective March 28, 2022, Michael P. Reed will help transition Ms. Davis into the Chief Risk Officer role as he departs on April 30, 2022.

 

 

WSFS Bank   2022 Proxy Statement   10
     
 
 
 

 

Proposal 1: Election of Directors

CORPORATE GOVERNANCE

At WSFS, We Stand for Service is our mission and our daily call to action. Our Board of Directors has nominated the following nominees 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: to do the right thing, serve others, be welcoming, open and candid 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 2025:

·Mr. Francis B. Brake
·Ms. Karen Dougherty Buchholz
·Mr. Diego F. Calderin
·Mr. Christopher T. Gheysens
·Mr. Rodger Levenson

ABOUT OUR BOARD OF DIRECTORS AND THE COMPANY

Our Board of Directors consists of 14 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 2022 Annual Meeting. Mr. Mark Turner will not be standing for renomination as part of our long-term succession planning; as a result, following the Annual Meeting, our Board of Directors will consist of 13 members. Each of the nominees are current directors of WSFS and have been recommended by the Corporate Governance and Nominating Committee. We provide more information about our directors, director nominees and our Executive Leadership Team, including our executive officers on the following pages. Currently, all directors of WSFS also serve as directors of the Bank.

 

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.
·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 vote FOR each of the nominees listed on the following pages.

 

WSFS Bank   2022 Proxy Statement   11
     
 
 
 

 

Biographies of Director Nominees

 

Francis B. Brake

 

Age: 58

Director since: 2014

   

Committees:

Corporate Governance & Nominating Committee
Personnel & Compensation Committee
Corporate Development Committee
Delivery Transformation Subcommittee

   
   

Francis B. Brake, 58, has been a director of WSFS Financial Corporation since 2014. His current term expires at the 2022 Annual Meeting of Stockholders. Mr. Brake brings expertise in marketing, entrepreneurship, innovation, product development, business partnerships, financial services, and executive leadership to our Board of Directors.

 

Experience:

 

•   President and Co-Founder of Epic Research, LLC (2007 to present)

•   Managing Director and Chief Marketing Officer for Juniper Bank/ Barclaycard US (2000 to 2007)

•   Various positions including Executive Vice President, Marketing at First USA Bank (1994 to 2000)

 

Board Service and Memberships:

•   Board of Directors of Smarter Agent, LLC

•   Board of Directors of the Chester Foundation

•   Former director of Barclays Bank Delaware

Education:

•   Bachelor of Arts in Government from The College of William and Mary

•   Master of Business Administration from The Darden Graduate School of Business, University of Virginia

Karen Dougherty Buchholz

 

Age: 55

Director since: 2019

   

Committees:

Corporate Governance & Nominating Committee
Personnel & Compensation Committee
Corporate Development Committee
Wealth Management Fiduciary Committee

   
   

Karen Dougherty Buchholz, 55, has been a director of WSFS Financial Corporation since March 2019. Her current term expires at the 2022 Annual Meeting of Stockholders. Ms. Buchholz provides our Board of Directors with extensive public company oversight and leadership experience, knowledge of local and national markets, technology expertise and experience outside the financial services industry.

 

Experience:

•   Executive Vice President of Administration of Comcast Corporation (May 2020 to present)

•   Chief Diversity Officer of Comcast Corporation (December 2019 to October 2020)

•   Senior Vice President of Administration of Comcast Corporation (March 2014 to May 2020)

•   Trustee of Beneficial Bank (2009 to 2014)

Board Service and Memberships:

•   Board of Directors of FS Credit Real Estate Income Trust

•   Board of Trustees of Drexel University

•   Global Board of Directors of Women in Cable Telecommunications

•   Board of Directors of the Museum of the American Revolution

•   Board of Directors of the Philadelphia Convention and Visitors Bureau

•   Former director of Beneficial Bancorp. Inc. (“Beneficial”)

Education:

•   Undergraduate degree from Dickinson College

      Master’s degree in organizational dynamics from the University of Pennsylvania

 



 

WSFS Bank   2022 Proxy Statement   12
     
 
 
 

 

 

 

Christopher T. Gheysens

 

Age: 50

Director since: 2017

   

Committees:

Corporate Development Committee
Audit Committee

Wealth Fiduciary Audit Committee
Executive and Risk Committee
Personnel & Compensation Committee
Delivery Transformation Subcommittee

   
   

Christopher T. Gheysens, 50, has been a director of WSFS Financial Corporation since 2017. His current term expires at the 2022 Annual Meeting of Stockholders. Mr. Gheysens brings finance, auditing, strategic planning, retail operations, local and national market, and executive leadership expertise to our Board of Directors from his experience with Wawa, Inc. a chain of more than 920 convenience stores and background as an accountant.

 

Experience:

•  President  & Chief Executive Officer of Wawa, Inc. (2013 to present)

•  Chief Financial and Administrative Officer of Wawa, Inc. (January 2007 to December 2012)

Board Service and Memberships:

•  Trustee on Villanova University’s Board of Trustees

•  Children’s Hospital of Philadelphia Board of Overseers

•  Chairman of the Children’s Hospital of Philadelphia’s Board of Trustees

•  Former director of the National Association of Convenience Stores (NACS)

•  Former chairperson of the Dean’s Advisory Council for the Villanova School of Business

•  Former member of the Economic and Community Advisory Committee for the Federal Reserve Bank of Philadelphia

Education:

•  Bachelor of Science in Accountancy from Villanova University School of Business

•  Master of Business Administration from Saint Joseph’s University

   Former Certified Public Accountant in New Jersey

 

 

 

Rodger Levenson

 

Age: 61

Director since: 2020

   

Committees:

Executive and Risk Committee
Corporate Development Committee
Delivery Transformation Subcommittee

   
   
   
   
   

Rodger Levenson, 61, has been Chairman of our Board of Directors since January 1, 2020. His term expires at the 2022 Annual Meeting of Stockholders. Mr. Levenson brings extensive banking, finance, lending, risk management, regulatory, mergers and acquisitions, governance, executive management, and local market expertise to our Board of Directors.

Experience:

    President and Chief Executive Officer of WSFS (January 2019 to present)

•  Executive Vice President and Chief Operating Officer of WSFS (July 2017 to December 2018)

     Executive Vice President and Chief Corporate Development Officer of WSFS (June 2016 to July 2017)

•  Interim Executive Vice President and Chief Financial Officer of WSFS (April 2015 to June 2016)

•  Executive Vice President and Chief Commercial Banking Officer of WSFS (2006 to April 2015)

•  Senior Vice President and Manager at Citizens Bank (2003 to 2006)

Board Service and Memberships:

•  Board of Directors of The Chamber of Commerce for Greater Philadelphia

•  Board of Directors of Delaware State Chamber of Commerce

•  Member of the Delaware Business Roundtable

•  Executive Board Member of The Wilmington Alliance

•  Former chairman and director of the Delaware Bankers Association

Education:

•  Bachelor of Business Administration in Finance from Temple University

•  Master of Business Administration from Drexel University

•  Leadership courses at the Wharton School of Business, Center for Creative Leadership, and Harvard University School of Business

 



WSFS Bank   2022 Proxy Statement   13
     
 
 
 

 

 

 

Diego F. Calderin

 

Age: 60

Director since: 2022

   

Committees:

Delivery Transformation Subcommittee
Wealth Management Fiduciary Committee

   
   

Diego F. Calderin, 60, has been a director of WSFS Financial Corporation since 2022 when he was appointed to our Board of Directors pursuant to the Agreement and Plan of Merger, dated March 9, 2021, by and between WSFS Financial Corporation and Bryn Mawr (the "Merger Agreement"). His current term expires at the 2022 Annual Meeting of Stockholders. Mr. Calderin's significant experience in the technology, wealth management and financial services industries brings to our Board of Directors critical skills in these key areas affecting our business.

Experience:

•  Co-founder and Managing Partner of Banbury Systems (a data acquisition platform company which provides inventory tracking using highly advanced RFID readers with GPS and cellular transmission) (January 2016 to December 2020)

•  Co-founder and Chief Technology Officer of Anexinet (an award- winning Digital Systems Integration company) (January 2000 to December 2014)

Board Service and Memberships:

•  Former director of Bryn Mawr and The Bryn Mawr Trust Company ("Bryn Mawr Trust")

•  Former member of Board of Trustees for LaSalle University

•  Former member of Board of Trustees of Haverford Trust Company

•  Former Board Chairman of CVIM, a philanthropic organization that provides healthcare services to the working poor of Chester County, PA

Education:

•  Bachelor of Arts in Computer Sciences from LaSalle University

  Master’s degree in engineering from Pennsylvania State University

 

 

WSFS Bank   2022 Proxy Statement   14
     
 
 
 

 

Other Continuing Directors

 

 

Anat Bird

 

Age: 70

Director since: 2010

   

Committees:

Corporate Development Committee
Audit Committee

Wealth Fiduciary Audit Committee
Delivery Transformation Subcommittee
Wealth Management Fiduciary Committee

   
   

Anat Bird, 70, has been a director of WSFS Financial Corporation since 2010. Her current term expires at the 2024 Annual Meeting of Stockholders. Ms. Bird brings a broad range of banking experience as well as strategic planning, mergers and acquisitions, regulatory, risk, financial, and executive management experience from a national and global perspective to our Board of Directors.

 

Experience:

•  President and Chief Executive Officer of SCB Forums, LTD (1994 to present)

•  President and CEO of California Community Bancshares (March 2001 to November 2001)

•  Executive Vice President of Wells Fargo Bank (1997 to 2001)

•  Senior Executive Vice President, Chief Operating Officer of Norwest Bank (1997 to 2001)

•  Senior Executive Vice President, Chief Operating Officer of Norwest Bank (1997 to 2001)

Board Service and Memberships:

•  Board of Directors for MidFirst Bank in Oklahoma City, Oklahoma (2003 to present)

•  Former member of the Boards of Sterling Bank (2002 to 2011), Sun Bancorp, Inc. (2008 to 2009), First Indiana Bank (2002 to 2007) and AmTrust Bank (2008 to 2009)

Education:

•  Bachelor of Arts in International Relations and master’s degree in International Relations and Psychology from Hebrew University in Jerusalem

•  MBA in Finance from American University

•  Diploma in Corporate Strategic Planning from the Wharton School of Business

 

Jennifer W. Davis

 

Age: 51

Director since: 2009

   

Committees:

Corporate Governance & Nominating Committee

Audit Committee

Wealth Fiduciary Audit Committee

Executive and Risk Committee

   
   
   

Jennifer W. Davis, 51, has been a director of WSFS Financial Corporation since 2009 and has served as our Lead Independent Director since 2021. Her current term expires at the 2024 Annual Meeting of Stockholders. Ms. Davis brings knowledge of human resources, technology, finance, risk management and executive leadership expertise to our Board of Directors from both a local and national perspective.

 

Experience:

•  Executive Vice President and Chief Operating Officer at the University of Virginia (2018 to present) overseeing the areas of finance, human resources, accounting, treasury, facilities, audit, compliance, Enterprise Risk Management, technology, public safety, and auxiliary services

•  Senior Vice President and Chief Financial Officer at George Mason University (2013 to 2018)

•  Vice President for Finance and Administration of the University of Delaware (2008 to 2013)

•  Cabinet Secretary-Director of the Office of Management and Budget for the State of Delaware (2005 to 2008)

•  Budget Director, Deputy Secretary of Education and Associate Secretary of Education for policy and administrative services for the State of Delaware (2002 to 2005)

Education:

•  Undergraduate degree in political science and master’s degree in policy analysis from Pennsylvania State University

 



 

WSFS Bank   2022 Proxy Statement   15
     
 
 
 

 

Michael J. Donahue

 

Age: 63

Director since: 2019

   

Committees:

Corporate Development Committee
Audit Committee

Wealth Fiduciary Audit Committee

Executive and Risk Committee
Wealth Management Fiduciary Committee

   
   

Michael J. Donahue, 63, has been a director of WSFS Financial Corporation since March 2019. His current term expires at the 2024 Annual Meeting of Stockholders. Having served on the board of directors for a total of 20 public and private corporation, Mr. Donahue provides our Board of Directors with significant risk management and public company oversight experience, technology strategy and information systems experience, and experience in mergers and acquisitions at a local and national level.

 

Experience:

•  Donahue Consulting, Inc. (2015 to present)

•  Advisor to NewSpring Capital (2015 to present)

•  Trustee and then director of Beneficial (2015 to 2019)

•  Group Executive Vice President and Chief Operating Officer of KPMG Consulting, Inc. following its spin-off led by Mr. Donahue (February 2000 to February 2005)

•  Managing Partner, Consulting of KPMG Consulting, Inc. (1991 to 2000)

Board Service and Memberships:

•  Member of the Provost’s Board of Villanova University and endowed the Donahue Family Analytics Program at the Villanova School of Business.

•  Independent director of Gluware (February 2021-present)

•  Independent director of SiteSpect (2015- present)

•  Former independent director of Mobiquity (2014-2020)

•  Former member of the Board of Directors of KPMG LLP (US), KPMG Consulting KK (Japan) and Chairman of the Supervisory Board of KPMG Consulting AG (Germany, Austria and Switzerland)

Education:

•  Bachelor’s degrees in economics and history from the University of Pennsylvania

•  International Management Program at the Wharton School of Business

 

 

Nancy J. Foster

 

Age: 60

Director since: 2020

   

Committees:

Audit Committee

Wealth Fiduciary Audit Committee

Executive and Risk Committee

   
   
   
   

Nancy J. Foster, 60, has been a director of WSFS Financial Corporation since November 2020. Her current term expires at the 2023 Annual Meeting of Stockholders. Ms. Foster brings an extensive knowledge of commercial banking, risk management, commercial lending and business transformation.

Experience:

•  President and Chief Executive Officer of The Risk Management Association (RMA), where she works with the board, chapters, regulators and institutional members to advance sound risk management practices among financial institutions (December 2017 to present)

•  Executive Vice President, Chief Risk Officer and Head of Personal Financial Services at Park Sterling Bank (November 2010 to November 2017)

•  Chief Risk Officer of CIT Group, Inc. (2007 to 2010)

•  Group Senior Vice President and several roles in middle market lending and credit risk management at LaSalle Bank Corporation (1983 to 2006)

Education:

•  Bachelor’s degrees in finance and economics from Illinois State University

•  Master’s degree in business administration in finance and strategy from the University of Chicago Booth School of Business

 



 

WSFS Bank   2022 Proxy Statement   16
     
 
 
 

 

 

Eleuthère I. du Pont

 

Age: 55

Director since: 2013

   

Committees:

Corporate Governance & Nominating Committee

Personnel & Compensation Committee
Audit Committee

Wealth Fiduciary Audit Committee
Wealth Management Fiduciary Committee

   
   

Eleuthère I. du Pont, 55, has been a director of WSFS Financial Corporation since 2013. His current term expires at the 2023 Annual Meeting of Stockholders. He 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.

Experience:

•  President of the Longwood Foundation, a private foundation principally supporting charitable organizations (2008 to present)

•  Senior Vice President, Operations and Chief Financial Officer of drugstore.com (2007 to 2008)

Board Service and Memberships:

•  Director of E.I. du Pont de Nemours and Company (serving as an ex-officio member of the Board during the merger of equals with Dow)

Education:

•  Bachelor of Science degree in Mechanical Engineering

•  Master’s degree in Business Administration from Stanford University

 

 

Francis J. Leto

 

Age: 62

Director since: 2022

   

Committees:

Executive and Risk Committee

Wealth Management Fiduciary Committee

   
   
   
   

Francis J. Leto, 62, has been a director of WSFS Financial Corporation since 2022 when he was appointed to our Board of Directors pursuant to the Merger Agreement. His current term expires at the 2023 Annual Meeting of Stockholders. Mr. Leto's deep and comprehensive knowledge of the entire Bryn Mawr organization and its operations, background as a lawyer, many years of experience in real estate, corporate and business development, along with his service to several local foundations and non-profits brings significant value to our Board of Directors.

 

Experience:

•  Chief Executive Officer of Bryn Mawr and Bryn Mawr Trust (January 2015 to January 2022)

•  President of Bryn Mawr (May 2014 to January 2022)

•  President of Bryn Mawr Trust (May 2014 to December 2017)

•  Chief Operating Officer of Bryn Mawr (May 2014 to December 2014)

•  Executive Vice President and head of Bryn Mawr Trust’s Wealth Management Division from (2009 to 2014)

•  General Counsel of Bryn Mawr Bank (2012 to 2014)

Board Service and Memberships:

•  Former director of Bryn Mawr and Bryn Mawr Trust

•  Former Chairman and Trustee of Bryn Mawr Trust’s proprietary mutual fund, BMT Investment Funds, an SEC-registered investment company

Education:

•  Bachelor of arts in political science from St. Joseph’s University

•  Juris doctorate from the Delaware Law School at Widener University

 



 

WSFS Bank   2022 Proxy Statement   17
     
 
 
 

 

 

Lynn B. McKee

 

Age: 66

Director since: 2022

   

Committees:

Personnel & Compensation Committee

   
   
   
   

Lynn B. McKee, 66, has been a director of WSFS Financial Corporation since 2022 when she was appointed to our Board of Directors pursuant to the Merger Agreement. Her current term expires at the 2024 Annual Meeting of Stockholders. Ms. McKee brings to our Board of Directors extensive corporate level and day-to-day experience in employment, compensation and benefits matters at the regional, national and international levels.

 

Experience:

•  Executive Vice President, Human Resources for ARAMARK (NYSE: ARMK), a global leader in food, facilities and uniform services (2004 to present), with Board level responsibilities for all human resources issues at ARAMARK, including compensation, benefits, talent management and labor and employee relations, and is the point person for all matters related to ARAMARK’s Executive Leadership Team.

•  Several key positions for ARAMARK (1980 to 2004), including Director of Employee Relations, Vice President Executive Development, and Compensation and Senior Vice President Human Resources, ARAMARK Global Food, Hospitality and Facility Services.

Board Service and Memberships:

•  Former director of Bryn Mawr and Bryn Mawr Trust

•  St. Joseph's University Board of Trustees (2007 to 2016)

Education:

•  Bachelors’ degree in accounting from St. Joseph’s University

  Master of Business Administration from Drexel University

 

 

 

 

David G. Turner

 

Age: 57

Director since: 2013

   

Committees:

Corporate Governance & Nominating Committee

Personnel & Compensation Committee

Audit Committee
Wealth Fiduciary Audit Committee
Delivery Transformation Subcommittee

   
   

David G. Turner, 57, has been a director of WSFS Financial Corporation since 2013. His current term expires at the 2023 Annual Meeting of Stockholders. Mr. Turner brings significant expertise in banking and financial markets with experience in the areas of P&L management, product development, marketing, sales, analytics, technology, channels and customer experience.

 

Experience:

•  Managing Partner for Financial Services for all Consulting in North America for IBM (June 2019 to present)

•  Vice President & Partner, Service Line Leader for North America Global Business Services for IBM (August 2013 to June 2019)

•  Former Global Industry Leader, Financial Services Big Data, Analytics and Cognitive Industry Platforms in the Global Services Division for IBM (August 2010 to May 2013)

•  Founder of Sovereign Partners Consulting, LLC working with key major banking clients worldwide focusing on strategy and IT consulting (2009 to 2010)

Board Service and Memberships:

•  Distinguished Industry Leader - Banking/Financial Markets - IBM’s Industry Academy

•  Former Chairman of the Board of Trustees of Delaware State University

Former Director of the US Chamber of Commerce

Education:

•  Bachelor of Science in Computer Science/Mathematics from Delaware State University

•  Master of Sciences in MIS from Fairleigh Dickenson University

•  Dartmouth-Amos Tuck Executive MBA Education Program

 



 

WSFS Bank   2022 Proxy Statement   18
     
 
 
 

 

Our Director Nomination and Selection Process

 

The Corporate Governance and Nominating Committee is responsible for identifying and recommending qualified individuals as candidates for membership on our Board of Directors. It solicits recommendations from our officers, and also considers and evaluates candidates recommended by our stockholders. For more information on how to submit a recommendation for a director candidate, see “Meeting and Other Information” below.

After reviewing the recommendations of the Corporate Governance and Nominating Committee, our Board of Directors considers the individuals’ qualifications and nominates the candidates for your consideration.

Our Board of Directors and the Corporate Governance and Nominating Committee considers:

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, multi-billion dollar financial institution;
Corporate values and culture, including diverse perspectives, experiences, and backgrounds, such as geography, age, gender, race and ethnicity; and
Candidates’ prominence in their fields and management experience.

The Corporate Governance and Nominating Committee engages a third-party consulting firm to assist in identifying future nominees to help build a more diverse Board of Directors with the appropriate expertise and talents that will continue to contribute to the success of WSFS. This consultant also assists with evaluating, interviewing and performing reference checks on potential nominees to our Board of Directors. Our consultant receives compensation for this service depending on the parameters of the research and the number of nominees. The candidates are then evaluated against the anticipated skills and experience needed on our Board of Directors.

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 Nasdaq Stock Market (“Nasdaq”) director independence listing standards, our Board Principles and Guidelines and SEC requirements, our Board of Directors carefully evaluates any circumstances, transactions or relationships that we believe could have an impact on whether or not the members of our Board of Directors are independent of us and our subsidiaries, including the Bank, and are able to conduct their duties and responsibilities as directors without any personal interests that would interfere or conflict with those duties and responsibilities. A director will be considered independent if our Board of Directors has affirmatively determined (i) that the director does not have a direct or indirect material relationship with WSFS as a partner, stockholder, or Associate of either WSFS or another related entity and (ii) that there are no other factors that would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

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 Mr. Levenson, Mr. M. Turner and Mr. Leto, our Board of Directors has determined that each director who either served on the Board of Directors during the year ended December 31, 2021 or currently serves on our Board of Directors, and each nominee is independent under Nasdaq director independence listing standards.



 

WSFS Bank   2022 Proxy Statement   19
     
 
 

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

Rodger Levenson was elected Chairman of our Board of Directors (“Chairman”) effective January 1, 2020 and has served as our President and CEO since January 2019. He was elected Chairman because of his unique experience and extensive knowledge of WSFS and local markets, leadership qualities, business acumen and standing in the community. The Chairman participates in other committees of our Board of Directors in an advisory manner, recommends the appointment of committee chairs and committee members, ensures committee rotation, develops the agendas of the Board and Annual Meetings and represents our Board of Directors in the community.

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 Mr. Levenson’s election, our Board of Directors considered whether to combine the roles of Chairman and CEO, and ultimately determined that a combined role was the best way to implement WSFS’ strategic plan. Furthermore, our Board of Directors continues to evaluate the combined role and in light of the acquisition of Bryn Mawr and the technological evolution of WSFS and has determined that, during this period of change, a single point of leadership is in the best interests of WSFS. Mr. Levenson’s service as both Chairman and CEO reflects his strategic vision and leadership of WSFS through a period of strong performance and highly disciplined growth.

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

Jennifer W. Davis has been our Lead Independent Director since July 2021. From July, 2016 through June 2021, Eleuthère I. du Pont served as our Lead Independent Director. The Lead Independent Director is an independent director and has been designated by our Board of Directors to lead our Board of Directors in fulfilling its duties effectively, efficiently, and independently of management.

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 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, effective performance of their individual committees, and provide leadership to our Board of Directors regarding all aspects related to their committee’s work.



WSFS Bank 2022 Proxy Statement 20
   
 
 

Committees

Our Board of Directors has established several committees: the Audit Committee, the Corporate Governance and Nominating Committee, the Executive and Risk Committee, the Personnel and Compensation Committee, the Corporate Development Committee and the Delivery Transformation Subcommittee, a subcommittee of the Corporate Development Committee, and the Board of Directors of Wilmington Savings Fund Society, FSB ("WSFS Bank") has established a Wealth Management Fiduciary Committee and a Wealth Management Fiduciary Audit Committee. Our Board of Directors has the authority to establish or eliminate existing committees, and the committee structure is reviewed annually by the Corporate Governance and Nominating Committee.

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.

 

    Audit
Committee
  Corporate
Governance
and
Nominating
Committee
  Executive
and Risk
Committee
  Personnel and
Compensation
Committee
  Corporate
Development
Committee
  Delivery
Transformation
Subcommittee(1)
  Wealth
Management
Fiduciary
Committee(2)
  Wealth
Management
Fiduciary
Audit
Committee(2)
Anat Bird                      
Karen D. Buchholz                        
Francis B. Brake             C     C        
Diego F. Calderin                            
Jennifer W. Davis     C                    
Michael J. Donahue                        
Eleuthère I. du Pont                      
Nancy J. Foster                       C  
Christopher T. Gheysens                    
Francis J. Leto                              
Rodger Levenson(3)           C       C        
Lynn B. McKee                              
David G. Turner   C                     C
Mark A. Turner(4)                          
2021 Meetings (#)   7   4   27   8   5   6   6   4
                                 

C = Chair

(1)Delivery Transformation Subcommittee is a subcommittee of the Corporate Development Committee.
(2)The Wealth Management Fiduciary Committee and Wealth Management Fiduciary Audit Committee are committees of the Bank Board of Directors.
(3)During 2021, Mr. Levenson routinely attended Corporate Governance and Nominating, Audit, Wealth Management Fiduciary Audit, and Personnel and Compensation Committee meetings at the discretion and invitation of the committee chairs for the purpose of providing his institutional knowledge and insight. He did not attend executive sessions or discussions that were related to him and does not have voting rights.
(4)Mr. M. Turner’s current term expires at the 2022 Annual Meeting of Stockholders and he will not seek reelection as part of our previously announced long-term succession plan.

Committee Membership

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

WSFS Bank 2022 Proxy Statement 21
   
 
 

Audit Committee   Corporate Governance and Nominating Committee
     
MEMBERS:    

Chair:

David G. Turner

 

Chair:

Jennifer W. Davis

Members:

Michael J. Donahue, Vice Chair
Anat Bird
Jennifer W. Davis
Eleuthère I. du Pont
Nancy J. Foster
Christopher T. Gheysens

 

 

Members:

Karen D. Buchholz, Vice Chair
Francis B. Brake

Eleuthère I. du Pont

David G. Turner

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 corporate 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 conflict of interests exists.

     

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.

Christopher T. Gheysens meets the SEC’s definition of “audit committee financial expert” for the Audit Committee.

For bank regulatory purposes, David G. Turner is also considered a banking and financial expert.

 

 

Each member of the Corporate Governance and Nominating Committee is “independent” as defined in the listing standards of Nasdaq.

MEETINGS: 

   
The committee held 7 meetings and met regularly in executive sessions during 2021.   The committee held 4 meetings and met regularly in executive sessions during 2021.
     
WSFS Bank 2022 Proxy Statement 22
   
 
 

Executive and Risk Committee   Personnel and Compensation Committee
     
MEMBERS:    

Chair:

Rodger Levenson

 

Chair:

Francis B. Brake

Members:

Mark A. Turner, Vice Chair
Christopher T. Gheysens
Jennifer W. Davis
Michael J. Donahue
Nancy J. Foster
Frank J. Leto

 

Members:

Christopher T. Gheysens, Vice Chair
Karen D. Buchholz
Eleuthère I. duPont
David G. Turner
Lynn B. McKee

KEY RESPONSIBILITIES:    

•   Overseeing the operation of the Company’s Enterprise Risk Management (“ERM”) framework and Company’s risk appetite statement and the alignment of the Company’s risk appetite with the Company’s strategic, capital and financial plans;

•   Approving and recommending the ERM framework and the risk appetite statement to our Board of Directors for approval;

•   Reviewing reports on selected risk topics, including emerging risks and cybersecurity;

•   Reviewing and discussing with management significant regulatory reports and reported risk management deficiencies of the Company and remediation plans related to risk management;

•   Reviewing routine items needing the approval of our Board of Directors (such as large lending relationships) summary credit quality reports, and to review and approve for submission to our Board of Directors for its approval of the Company’s key risk policies; and

•   Reviewing and approving all insider loans or lending relationships in accordance with the Company’s written policy.

 

•   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;”

•   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 and Risk Committee are "independent" as defined by the listing standards of Nasdaq. In addition, Ms. Foster and Mssrs. Leto, Levenson and Turner have risk management expertise and experience.

 

Each member of our Personnel and Compensation Committee is “independent” as defined by the listing standards of Nasdaq. In addition, the members of the Personnel and Compensation Committee each qualify as independent under Rule 10C-1 under the Exchange Act.

MEETINGS: 

   
The committee held 27 meetings and met regularly in executive sessions during 2021.   The committee held 8 meetings and met regularly in executive sessions during 2021.
     
WSFS Bank 2022 Proxy Statement 23
   
 
 

Corporate Development Committee

The Corporate Development Committee assists our Board of Directors and management in reviewing and assessing potential acquisitions, strategic investments, joint ventures and divestitures. It meets as frequently as necessary, but at least four times annually. The committee is chaired by Mr. Levenson. The committee held 5 meetings and met regularly in executive sessions during 2021.

Delivery Transformation Subcommittee

The Delivery Transformation Subcommittee, a subcommittee of the Corporate Development Committee, assists our Board of Directors and management in developing and implementing our Delivery Transformation strategy. The Delivery Transformation Subcommittee includes members of our Board of Directors and meets at least six times per year. The committee is chaired by Mr. Brake The committee held 6 meetings and met regularly in executive sessions during 2021.

Committee Charters

Copies of the Audit Committee Charter, Corporate Governance and Nominating Committee Charter. Executive and Risk Committee Charter, Personnel and Compensation Committee Charter, Corporate Development Committee Charter and Delivery Transformation Subcommittee Charter can be found on the investor relations page of our website www.wsfsbank.com (select “Investor Relations” on the menu found under “About WSFS” and click on “Corporate Governance”).

WSFS Bank 2022 Proxy Statement 24
   
 
 

Board Policies

Board of Directors Role in Risk Management Oversight

The Executive and 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. Our Board of Directors is actively involved in the strategic planning process and oversight of our enterprise risk management (“ERM”) function. Comprehensive discussions regarding our appetite for risk and our risk exposures are held with our Board of Directors, the Executive and 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, and these reports enable our Board of Directors to understand the risk identification, risk management and risk mitigation strategies employed by management and the ERM function.

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 Office of the Comptroller of the Currency’s RAS matrix and industry best practices and update the RAS quarterly;
·Establish risk appetite statements and key risk indicators by risk area as approved by the Executive and Risk Committee;
·Monitor risk metrics (“Key Risk Indicators” or “KRIs”) and report to Executive Leadership Team and our Board of Directors quarterly;
·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.

Each committee of our Board of Directors has a role in risk oversight as described in greater detail in the description of each committee’s role and responsibilities and the committee’s charter.

Attendance at Board of Directors and Committee Meetings and Annual Meeting

All directors are expected to attend the Annual Meeting except for absences due to causes beyond their reasonable control. All directors except Eleuthère du Pont and Christopher Gheysens were present at last year’s Annual Meeting.

During the year ended December 31, 2021, our Board of Directors held 10 meetings. All of the directors attended more than 75% of the total meetings of our Board of Directors. All of our Directors attended at least 75% of their total committee meetings during the year.

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 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 retain a collegial perspective. In addition, directors will be assessed annually to ensure they still meet the qualifications for Board membership.

Upon expiration of Mr. M. Turner’s term at the 2022 Annual Meeting, the WSFS Board will be comprised of 13 members. Following the acquisition of Bryn Mawr, our Board of Directors concluded that the transition would be facilitated by including members of Bryn Mawr’s board on our Board of Directors. Our Board of Directors also believes that relatively smaller boards (while still of ample size and diversity) are generally more effective than relatively larger boards and sets the organizational tone for a lower internal cost structure in an industry that is continuously challenged by growing cost burdens and significant pricing competition, and fits with 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.



WSFS Bank 2022 Proxy Statement 25
   
 
 

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 our ongoing, focused attention 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. Quarterly, 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.

The Corporate Governance and Nominating Committee and the entire Board of Directors annually reviews, evaluates and provides governance comments and advice for our CEO and Executive Leadership Team with respect to talent and leadership development and succession planning. Our Board of Directors directly oversees CEO succession planning, most recently culminating in the transition of Mr. Levenson to President and CEO in 2019, pursuant to a disciplined and well-executed succession plan executed over a five-year period.

Classified Board Structure

Our Board of Directors regularly reviews the subject of a classified Board of Directors. In considering a classified board, our Corporate Governance and Nominating Committee and full Board of Directors weigh various stockholders’ issues with the high engagement and institutional knowledge of our Board of Directors that provides continuity of a high-performing engagement model for our management team. We believe that a classified board creates alignment between our corporate governance principles and guidelines and the stated philosophy of managing our Company for the long-term benefit of all stakeholders.

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 of Directors at each election. 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 a number of votes in favor of their election which is less than a majority of total votes cast should promptly offer to resign from our Board of Directors and request our Board of Directors to accept or reject their resignation offer at the discretion of the Board of Directors. The Corporate Governance and Nominating Committee will consider resignation offers and make its recommendation to the entire Board of Directors. Our policy provides that our Board of Directors will accept or reject each director’s resignation offer within 90 days of the date the resignation offer is submitted to our Board of Directors.

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 shall be 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 occurred in 2021 as part of the every third year cycle.

Diversity and Board Diversity Matrix

Our Board of Directors takes a broad and thoughtful view of diversity, believing that it must understand the diversity of the Associates, Customers and communities WSFS serves and that our Board of Directors itself should reflect that diversity. We strive to achieve diversity among our Board of Directors members that mirrors our current marketplace and our desired markets. As we have become a larger organization with broader reach, this naturally includes better reflecting U.S. society as a whole.

Our Corporate Governance and Nominating Committee implements this philosophy as part of its nomination process and assesses its implementation during both the nomination process and as part of the Corporate Governance and Nominating Committee’s self- assessment process. The following matrix shows self-reported director demographic information following the Annual Meeting:



WSFS Bank 2022 Proxy Statement 26
   
 
 

Total number of Directors = 13 

Gender Identity    Female   Male   Non-Binary   Did Not Disclose
Gender
Gender Identity   5   8        
Demographic Background   Female   Male   Non-Binary   Did Not Disclose
Gender
African American or Black       1        
Alaskan Native or Native American                
Asian                
Hispanic or Latinx       1        
Native Hawaiian or Pacific Islander                
White   5   6        
Two or More Races or Ethnicities                
LGBTQ+                
Did Not Disclose Demographic Background                
                 

In addition to the demographics discussed above, our Board of Directors also recognizes the value of diversity in background, education, culture, experience, generations, geography, faiths, career experiences, individual talents, and Board tenure.

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.

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 the actions and direction of our Board of Directors. The Corporate Governance and Nominating Committee reviews these principles and guidelines regularly. A full copy of the Principles and Guidelines of our Board of Directors are available on the Company’s website www.wsfsbank.com (select “Investor Relations” on the menu found under “About WSFS” and click on “Corporate Governance”).

Access to and Communication with our Board of Directors

This year, for the tenth 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 “Corporate Governance” on the right side of our web page, then click on “2021 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 SEC. Our Board of Directors also solicits dialogue and responds to questions from stockholders at the Annual Meeting. Questions can be asked in person or submitted through email at stockholderrelations@wsfsbank.com or by writing to WSFS Financial Corporation, Investor Relations, WSFS Bank Center, 500 Delaware Avenue, Wilmington, Delaware 19801.

During the year, stockholders who wish to send communications to the Board of Directors during the year may do so by writing to the attention of Rodger Levenson, Chairman, WSFS Bank Center, 500 Delaware Avenue, Wilmington, Delaware 19801. Communications sent to Mr. Levenson are relayed to the rest of the Board of Directors. Additionally, the Chairman of our Board of Directors and/or Lead Independent Director periodically attends investor conferences and other roadshows to solicit feedback on corporate governance from institutional stockholders.



WSFS Bank 2022 Proxy Statement 27
   
 
 

Compensation of our Board of Directors

Our Board of Directors’ philosophy is to maintain director compensation at the peer median. The Corporate Governance and Nominating Committee reviews Board of Directors’ compensation and committee fees annually and makes recommendations for adjustments when and where they feel appropriate. The Corporate Governance and Nominating Committee also engages an independent consultant to review director compensation levels in the market every two years. The Corporate Governance and Nominating Committee reviewed the independent consultant’s analysis in February 2020 and decided that given the impacts of the COVID-19 pandemic on the economy, proposed increases would be tabled and revisited again at the February 2021 committee meeting. During the February 2021 meeting, the committee approved the proposed increases effective July 2021.

A summary of Board of Directors’ annual compensation is shown in the following chart.

      $ 88,333 (4)
Board Retainer(1)    
           
           
Lead Independent Director Fee     $ 20,000  
           
Committee Chair Fees(1)(2) Audit/Wealth Management Fiduciary Audit Committee Chair   $ 12,500  
Corporate Development Committee Chair   $ 5,500  
Corporate Governance & Nominating Committee Chair   $ 8,000  
Delivery Transformation Subcommittee Chair   $ 7,500  
Personnel and Compensation Committee Chair   $ 10,000  
Wealth Management Fiduciary Committee Chair   $ 8,000  
           
Committee Fees and Special
Meeting Fees(1)(3)
Audit/Wealth Management Fiduciary Audit Committee   $ 13,250 (5)
Corporate Development Committee   $ 5,000  
Corporate Governance and Nominating Committee   $ 5,000  
Executive and Risk Committee   $ 20,000  
Delivery Transformation Subcommittee   $ 9,000  
Personnel and Compensation Committee   $ 5,000  
Wealth Management Fiduciary Committee   $ 5,000  
         
(1)Board members are expected to attend 75% or more of the scheduled meetings for the committees for which they are members. A cash retainer of $53,333 is paid in July and WSFS common stock issued annually equivalent to $35,000 based upon the closing price on the second Friday in August.
(2)Because Mr. Levenson serves as the Chair of the Executive and Risk Committee, no fee is paid to him.
(3)Excludes regularly scheduled Board meetings.
(4)$53,333 cash retainer paid in July and WSFS common stock issued annually equivalent to $35,000 based on the WSFS closing price on the second Friday in August.
(5)This fee represents the combination of the Audit Committee member fee ($10,000) and the meeting attendance fee ($3,250).
WSFS Bank 2022 Proxy Statement 28
   
 
 

Director and NEO Non-Qualified Deferred Compensation Plan

We offer a non-qualified deferred compensation plan for our executives and 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 there is no matching contribution made by the Company. The plan was reviewed and approved by our Personnel and Compensation Committee and our Board of Directors.

Director Compensation Table

The compensation paid to directors during 2021 is summarized in the following table. Mr. Levenson is not shown in this table because he is compensated as an officer and did not receive any additional director compensation.

Directors  Fees Earned
or
Paid in Cash
   Stock
Awards(1)
   All Other
Compensation
   Non-Qualified
Deferred
Compensation
   Total 
Anat Bird(2)  $85,583   $35,000   $   $ —    $ 120,583 
Francis B. Brake   94,833    35,000             129,833 
Karen Dougherty Buchholz   73,333    35,000             108,333 
Jennifer W. Davis(2)   119,583    35,000             154,583 
Michael J. Donahue   96,583    35,000             131,583 
Eleuthère I. du Pont   89,583    35,000             124,583 
Nancy J. Foster(3)   86,583    35,000             121,583 
Christopher T. Gheysens   105,583    35,000             140,583 
Marvin N. Schoenhals(4)                     
David G. Turner   98,083    35,000             133,083 
Mark Turner   87,333    35,000             122,333 
                          
(1)The aggregate fair value of the award on the date of grant, computed in accordance with ASC Topic 718.
(2)Ms. Bird and Ms. Davis contributed all fees earned in 2021 to the non-qualified deferred compensation plan.
(3)Ms. Foster contributed all fees earned in 2021 into equity of the Company and Mr. Gheysens contributed a portion of his fees earned in 2021 to equity.
(4)Mr. Schoenhals did not stand for re-election at our 2021 Annual Meeting and last received director compensation in July 2020.

Compensation of Lead Independent Director

Eleuthère I. du Pont retired from his role as our Lead Independent Director on June 30, 2021 and was compensated $20,000 in July 2020 for serving in that role from July 2020 to June 2021 in addition to his other compensation as a director. Effective July 1, 2021, Ms. Davis became the Lead Independent Director. During 2021, she was compensated $20,000 for serving in that role in addition to her other compensation as a director.

WSFS Bank 2022 Proxy Statement 29
   
 
 

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 pay program through the following resolution:

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

ABOUT OUR EXECUTIVE COMPENSATION PROGRAM

Our stockholders approved our 2021 “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 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 Executive Compensation Discussion and Analysis (“CD&A”) discussion beginning on page 34.

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 Personnel & Compensation Committee, however, values the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for NEOs.
  The Board of Directors recommends a vote FOR approval of this advisory (non-binding) resolution relating to the compensation of WSFS Financial Corporation’s NEOs.
WSFS Bank 2022 Proxy Statement 30
   
 
 

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 during the past five years.

For biographical information regarding Rodger Levenson, see above.

Name Age Position Year Assumed
Current Position
Year Hired
by WSFS
Rodger Levenson 61 Chairman, President and CEO 2020 2006
Arthur J. Bacci 62 EVP and Chief Wealth Officer 2018 2018
Lisa Brubaker 58 EVP and Chief Information Officer 2020 1987
Dominic C. Canuso, C.F.A. 47 EVP and Chief Financial Officer 2016 2016
Steve Clark 64 EVP and Chief Commercial Banking Officer 2016 2002
Michael L. Conklin 53 EVP and Chief Human Resources Officer 2020 2020
Christine E. Davis* 44 EVP and Chief Risk Officer 2022 1999
Shari Kruzinski* 52 EVP and Chief Customer Officer 2021 1989
Michael P. Reed* 50 EVP and Chief Risk Officer 2020 2020
Patrick J. Ward 66 EVP, Pennsylvania Market President 2016 2016
Richard M. Wright 69 EVP and Chief Retail Banking Officer 2006 2006
         
*It is expected that Ms. Davis and Ms. Kruzinski will be designated as Section 16 officers later in the year. Effective March 28, 2022, Michael P. Reed will help transition Ms. Davis into the Chief Risk Officer role as he departs on April 30, 2022.
   

Biographies

Arthur J. Bacci

EVP and Chief Wealth Officer  
   

Age: 62    · Year Assumed Current Position: 2018    · Year Hired by WSFS: 2018

Arthur J. Bacci, 62, joined WSFS as Executive Vice President and Chief Wealth Officer in April 2018. Prior to joining WSFS, Mr. Bacci was a Vice President at Principal Financial Group, a diversified global investment management firm, where he most recently served as Head of Principal’s Hong Kong business from 2013 to 2018. He joined Principal in 2002 as chief financial officer of Principal Trust Company (in Delaware). He subsequently was named CEO/President of the trust company and Principal Bank. Mr. Bacci received his BS in Finance from San Jose State and an MBA from Santa Clara University. He has also participated in leadership and management programs at the University of Pennsylvania’s Wharton School.

Lisa Brubaker

EVP and Chief Information Officer  
   

Age: 58    · Year Assumed Current Position: 2020    · Year Hired by WSFS: 1987

Lisa Brubaker, 58, has served as Executive Vice President and Chief Information Officer of WSFS Financial Corporation since August 2020. From May 2018 to August 2020, Ms. Brubaker served as Executive Vice President and Chief Technology Officer. She joined WSFS in 1987 and has held a variety of leadership roles with increasing responsibilities throughout her WSFS career. Ms. Brubaker serves on the Board of the Brandywine Red Clay Alliance, a watershed conservation organization in Southeastern Pennsylvania and New Castle County, Delaware, and volunteers for the Delaware Nature Society, Girls Inc. of Delaware and the Delaware Humane Association. She is a graduate of the University of Delaware and a current Aresty Scholar at the Wharton School’s Aresty Institute of Executive Education where she is completing a Certificate of Professional Development.

WSFS Bank 2022 Proxy Statement 31
   
 
 

Dominic C. Canuso

EVP and Chief Financial Officer  
   

Age: 47    · Year Assumed Current Position: 2016    · Year Hired by WSFS: 2016

Dominic C. Canuso, C.F.A., 47, joined WSFS in June 2016 as Executive Vice President and Chief Financial Officer. In 2019, he assumed Executive Leadership of Cash Connect®. From 2006 to 2016, he was Finance Director at Barclays’ US Credit Card Business, most recently serving as Line of Business CFO. Prior to Barclays, he was at Advanta Bank and Arthur Andersen Consulting. Mr. Canuso is the Chairperson of the Delaware Alliance for Nonprofit, the Chair-elect for Delaware Bankers Association, and on the Board of the Ronald McDonald House of Delaware. He earned his Bachelor of Science Degree in Finance and Executive MBA from Villanova University, and is a charterholder and member of the Chartered Financial Analyst® (CFA) Institute.

Steve Clark

EVP and Chief Commercial Banking Officer  
   

Age: 64 · Year Assumed Current Position: 2016 · Year Hired by WSFS: 2002

Steve Clark, 64, joined WSFS in 2002 and has served as Executive Vice President and Chief Commercial Banking Officer since May 2016. From 2002 until 2006, Mr. Clark led and managed the establishment of the Middle Market lending unit, and in 2007 became Division Manager of the Business Banking and Middle Market Divisions. Prior to 2002, he spent 23 years in various commercial banking positions at PNC Bank and its predecessor companies. Mr. Clark received his MBA in Finance from Widener University and his Bachelor of Science Degree in Business Administration (Marketing) from the University of Delaware.

Michael L. Conklin

EVP and Chief Human Resources Officer  
   

Age: 53 · Year Assumed Current Position: 2020 · Year Hired by WSFS: 2020

Michael L. Conklin, 53, joined WSFS in August 2020 as Executive Vice President and Chief Human Resources Officer. From January 2018 to August 2020, Mr. Conklin served as Senior Vice President providing support globally to US Bank’s Strategy & Corporate Affairs, Communications, Marketing and HR, Consumer Business Banking, Legal and Global Payments. From June 2015 to January 2018, Mr. Conklin served as Senior Vice President for Global Human Resources and Global Payment Services. Prior to that, he was Vice President of Global Human Resources for Pentair’s process technologies business unit. Mr. Conklin served in the Marine Corps Reserve and is a Veteran of the Gulf War. Mr. Conklin holds an M.B.A. from Regis University and a B.S. in Political Science and Psychology from Augsburg University.

Christine E. Davis

EVP and Chief Risk Officer  
   

Age: 44    · Year Assumed Current Position: 2022    · Year Hired by WSFS: 1999

Christine E. Davis, 44, was named Executive Vice President and Chief Risk Officer effective March 28, 2022. Ms. Davis has been with WSFS for nearly 23 years, holding many different roles within Internal Audit. In her most recent role as Chief Auditor, she directed and oversaw the continuous development and implementation of a comprehensive and effective Internal Audit Program throughout the organization, including its subsidiary companies, and previously served as the Deputy Chief Auditor. Ms. Davis is a Certified Public Accountant (CPA) and holds a bachelor’s degree in Accounting from California University of Pennsylvania.

Shari Kruzinski

EVP and Chief Customer Officer  
   

Age: 52    · Year Assumed Current Position: 2021    · Year Hired by WSFS: 1989

Shari Kruzinski, 52, has served as Executive Vice President and Chief Customer Officer of WSFS Financial Corporation since October 2021. Prior to her current role, Ms. Kruzinski was the Executive Vice President and Director of Retail Delivery. Previously, she was Senior Vice President and Regional Manager of WSFS Bank’s Southeastern Pennsylvania market. Her responsibilities included heading the Bank’s retail operations, and consumer and small business banking in Chester, Delaware and Montgomery Counties. Ms. Kruzinski joined WSFS in 1989 and has held many leadership positions within the Retail Division throughout her 30+ years. Ms. Kruzinski serves on the Board of the Greater Philadelphia Market Board of the March of Dimes. She attended Wilmington University and is a graduate of ABA Stonier Graduate School of Banking.

WSFS Bank 2022 Proxy Statement 32
   
 
 

Michael P. Reed

EVP and Chief Risk Officer  
   

Age: 50    · Year Assumed Current Position: 2020    · Year Hired by WSFS: 2020

Michael P. Reed, 50, joined WSFS in April 2020 as Executive Vice President and Chief Risk Officer. From February 2014 to April 2020, Mr. Reed served as a partner in the financial services and corporate groups at the global law firm of Covington & Burling LLP. Prior to Covington & Burling, Mr. Reed was a partner at DLA Piper (US) LLP. Mr. Reed holds a Masters of Law degree in banking and securities from Boston University, a Law degree from the University of Western Ontario and an undergraduate degree from Wilfrid Laurier University.

Patrick J. Ward

EVP, Pennsylvania Market President of WSFS Bank  
   

Age: 66    · Year Assumed Current Position: 2016    · Year Hired by WSFS: 2016

Patrick J. Ward, 66, has been Executive Vice President, Pennsylvania Market President of WSFS Bank since 2016. He served on our Board of Directors from August 2016 until April 2020. Mr. Ward has over 32 years of banking industry experience, previously serving as Chairman and Chief Executive Officer of Penn Liberty Bank, Executive Vice President of Citizens Bank of Pennsylvania and President and Chief Executive of Commonwealth Bancorp, Inc., the holding company for Commonwealth Bank from 1992 until its acquisition by Citizens Bank in January 2003, after joining Commonwealth in 1992 as Senior Vice President and Chief Financial Officer. Mr. Ward is a graduate of Carnegie Mellon University with a Bachelor of Science degree in Economics and earned an MBA from the University of Notre Dame.

Richard M. Wright

EVP and Chief Retail Banking Officer  
   

Age: 69    · Year Assumed Current Position: 2006    · Year Hired by WSFS: 2006

Richard M. Wright, 69, has been Executive Vice President and Chief Retail Banking Officer for the Bank since 2006. From 2003 to 2006 Mr. Wright was Executive Vice President, Retail Banking and Marketing for DNB First in Downingtown, PA. Mr. Wright received a Bachelor of Arts in Marketing and Economics from California State University, Fullerton and a Master’s in Business Administration from the University of Southern California.

WSFS Bank 2022 Proxy Statement 33
   
 
 

Executive Compensation Discussion and Analysis

In this Executive CD&A, we explain our 2021 compensation program for our Executive Leadership Team, including our CEO, our Chief Financial Officer (“CFO”) and our three highest paid other executive officers listed below. Our Personnel and Compensation Committee has designed our executive compensation program to reflect our pay-for-performance philosophy, with oversight from our Board of Directors and guidance and assistance from its independent compensation consultant, Pearl Meyer & Partners, LLC (“Pearl Meyer”). Principally, our executive compensation program is designed to align the interests of senior management with our stockholders and our long-term success.

     
Named Executive Officers Rodger Levenson:
Chairman, President and CEO
Dominic C. Canuso:
Executive Vice President and CFO
     
Steve Clark:
Executive Vice President and
Chief Commercial Banking Officer
Peggy H. Eddens**:
Executive Vice President and
Chief Customer Officer
Michael P. Reed*:
Executive Vice President and Chief Risk Officer
     
*During 2021, Mr. Reed served as our Chief Risk Officer. Effective March 28, 2022, Ms. Davis assumed the Chief Risk Officer role and Mr. Reed will help transition the role until he departs on April 30, 2022.

**Ms. Edden retired as of December 31, 2021.

Summary

In 2021, we compensated our executive officers for their performance under our 2021 Management Incentive Plan (“MIP”), consistent with our historical practice. After initially adopting performance metrics under the MIP consistent with years, given the uncertainty surrounding COVID-19 and the impact it would have on the 2021 economic environment and our financial results, the Personnel and Compensation Committee determined that supplemental performance metrics and qualitative criteria substantially similar to those used in 2020—PPNR as a percentage of assets, Customer Engagement and Associate Engagement—and supplemented by recognition of the combination with Bryn Mawr were appropriate for evaluating our Company’s 2021 performance and determining incentive awards for the Executive Leadership Team. In tandem with these discussions, throughout the year the Personnel and Compensation Committee considered best practices as well as these unique circumstances and ultimately approved design changes to our executive compensation program for future years, and began the transition from the MIP to our Executive Leadership Team Incentive Plan (“ELTIP”) as described in "Executive Compensation Review and Redesign." In 2021, as part of a holistic compensation review of executive compensation program, in consultation with our compensation consultant, we also increased our expected base salaries for our executive officers for 2022 in recognition of our revised peer group after the acquisition of Bryn Mawr that we believe better reflects our combined Company.

 

The graph and table which follow show the yearly percentage change in the cumulative total stockholder return on our common stock over the last five years compared with the cumulative total return of the Dow Jones Total Market Index, the Nasdaq Bank Index and KBW Nasdaq Regional Bank Index ("KRX Index") over the same period as obtained from Bloomberg L.P. Cumulative total stockholder return on our common stock or the indices equals the total increase in value since December 31, 2016, assuming reinvestment of all dividends paid into the common stock or the index, respectively. The graph and table were prepared assuming $100 was invested on December 31, 2016 in our common stock and in each of the indices. There can be no assurance that our future stock performance will be the same as or similar to the historical stock performance shown in the graph below. We neither make nor endorse any predictions as to stock performance.

WSFS Bank 2022 Proxy Statement 34
   
 
 

   December 31, 2016 through December 31, 2021
Cumulative Total Return
 
   2016   2017   2018   2019   2020   2021 
WSFS Financial Corporation  $100   $104   $83   $97   $101   $114 
Dow Jones Total Market Index   100    126    124    155    170    206 
Nasdaq Bank Index   100    105    88    110    102    145 
KBW Nasdaq Regional Bank Index   100    102    84    104    95    130 
                               

 

WSFS Bank 2022 Proxy Statement 35
   
 
 

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 Personnel and Compensation Committee regularly reviews in line with our executive compensation philosophy.

 

WSFS Bank 2022 Proxy Statement 36
   
 
 

How Executive Compensation Decisions Are Made

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

P&C 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 o Key roles played by our CEO and our Chief Human Resources Officer; o Assist with executive compensation reviews, incentive program designs, risk assessments of compensation programs; o Focus on competitiveness and alignment of our compensation program with our strategic goals; o Recommend changes to compensation programs where appropriate; and o Recommend pay levels and incentive plan payments for executive officers, except for the CEO.*** o Retained solely by the Personnel and Compensation Committee, only provides services specifically authorized by the Personnel and Compensation Committee and reports directly to the committee chair; o Conducted a formal evaluation of our executive compensation program in 2021; o Ensures best practices with regard to short term cash incentives and long term equity awards, reviews our Executive Severance Policy, provides consultation on incentive plan metrics and weightings; and o Advised the Personnel and Compensation Committee on best practices for the transition from MIP to ELTIP, specifically as it relates to increased payout level percentages at threshold, target and maximum opportunity, the elimination of stock options and introduction of PSUs. o Say-on-pay votes annually conducted annually; o Frequency of say-on-pay votes revisited every six years;** o 2021 say-on-pay vote was approved by 99.0% of the shares present in person by participation at the Annual Meeting or represented by proxy and entitled to vote on the proposal; o Evidence that our stockholders' support for our approach to executive compensation; and o Informs considerations of whether or not to alter our overall compensation plan and program for 2021. *Pearl Meyer does not have a personal or business relationship with any member of the Personnel and Compensation Committee. The Personnel and Compensation Committee assessed the independence of Pearl Meyer in light of SEC rules regarding compensation consultant independence. As part of this assessment, the Personnel and Compensation Committee reviewed Pearl Meyer's letter addressing factors related to its independence and concluded that the services provided by Pearl Meyer to the Personnel and Compensation Committee do not raise any conflict of interest issues. ** The next required vote on the frequency of advisory say-on-pay votes will occur during our 2023 Annual Meeting of Stockholders. *** The CEO does not participate in decisions regarding his compensation.

The Personnel and Compensation Committee review of the annual report on executive compensation and Associate incentive compensation plans (the “Compensation Report”) is to determine that executive officer compensation plans do not encourage those executive officers to take actions that pose an unnecessary and excessive risk that would threaten our value and determine that Associate incentive compensation plans do not unnecessarily expose us to risks or encourage the manipulation of reported earnings to enhance the compensation of Associates.

WSFS Bank 2022 Proxy Statement 37
   
 
 

Peer Group

Every two to three years, the Personnel and Compensation Committee engages its third-party compensation consultant to conduct a formal review of our executive compensation program. A comprehensive review was conducted in 2021 by Pearl Meyer. The Personnel and Compensation Committee requested these reviews to assess competitive compensation levels for Executive Leaderships. When benchmarking compensation, the Personnel and Compensation Committee uses a CPG that is believed to be

representative of companies that WSFS competes with for talent. The CPG allows for comparison to other public companies that have a similar business model, size and geographic location and helps us align base compensation, incentives and equity awards with our compensation philosophy. As described under “Incentive Compensation Review and Redesign”, in anticipation of our combination with Bryn Mawr, the Personnel and Compensation Committee identified a new CPG that is included below that we believe better reflects the newly combined franchise.



Listed below are the companies, their total assets, and their return on average assets included in our revised CPG for the period ended December 31, 2021.

Rank

Company Name

Ticker

State

Total Assets at
December 31,
2021 ($000)

Return on
Average Assets
2021 (%)

1 UMB Financial Corporation UMBF MO 42,693,484 1.00
2 Commerce Bancshares, Inc. CBSH MO 36,689,088 1.58
3 Hancock Whitney Corporation HWC MS 36,531,205 1.32
4 Associated Banc-Corp ASB WI 35,104,253 1.02
5 Umpqua Holdings Corporation UMPQ OR 30,640,936 1.39
6 United Bankshares, Inc. UBSI WV 29,328,902 1.35
7 Fulton Financial Corporation FULT PA 25,796,398 1.05
8 Simmons First National Corporation SFNC AR 24,724,759 1.15
9 Ameris Bancorp ABCB GA 23,858,321 1.73
10 First Midwest Bancorp, Inc. FMBI IL 21,778,242 0.92
11 Pacific Premier Bancorp, Inc. PPBI CA 21,094,429 1.66
12 Cathay General Bancorp CATY CA 20,886,723 1.52
13 Independent Bank Corp. INDB MA 20,423,405 0.81
14 Atlantic Union Bankshares Corporation AUB VA 20,064,796 1.32
15 Customers Bancorp, Inc. CUBI PA 19,575,028 1.64
16 TowneBank TOWN VA 16,361,387 1.46
17 Provident Financial Services, Inc. PFS NJ 13,781,202 1.26
18 Sandy Spring Bancorp, Inc. SASR MD 12,590,726 1.83
19 OceanFirst Financial Corp. OCFC NJ 11,739,616 0.94
20 Berkshire Hills Bancorp, Inc. BHLB MA 11,554,913 0.98
  Average     23,760,891 1.30
  25th Percentile     17,164,797 1.00
  50th Percentile     21,436,336 1.32
  75th Percentile     30,312,928 1.57
  WSFS Financial Corporation WSFS DE 15,777,327 1.82
  Percentile Rank of WSFS Financial Corporation     23rd% 95th%

We reported a return on assets that exceeded 95% of companies in the updated CPG obtained from S&P Global and recorded total assets greater than 23% of the updated CPG as of December 31, 2021. We anticipate the latter percentage would be noticeably higher following the completion of our combination with Bryn Mawr. The COVID-19 pandemic meaningfully impacted our current expected credit losses modeling, resulting in $153.2 million ACL for the year ended December 31, 2020. During 2021, over $134 million of our ACL reserve was released as the economy reopened and economic impacts of COVID-19 lessened. These factors had a disproportionately negative impact on our financial results in 2020 and a disproportionately positive impact on our financial results in 2021.

While we set goals for our incentive plans based on our internal financial plan, we note that our target goals for 2021 were generally well above the median of the companies in our CPG on several criteria. We discuss our performance against our 2021 incentive plan targets further under the section entitled “Management Incentive Plan.



WSFS Bank 2022 Proxy Statement 38
   
 
 

Overview of Executive Compensation

Our 2021 results reflected strong performance relative to our peers as well as against WSFS’ strategic objectives. When excluding provision for credit losses, WSFS had a strong year financially, and in sustaining and growing our franchise value by supporting our Associates, Customers, and Communities through the COVID-19 pandemic. Our executives’ 2021 compensation reflects these results, and considering the total mix of compensation, we believe 2021 executive compensation is reasonable in light of payment levels for companies in our CPG and consistent with our 2021 results, both in absolute terms, and in comparison to prior years’ results and incentives after consideration of the impacts of the ACL reserve release as the impacts of the COVID-19 pandemic lessened in 2021 along with the time and effort spent on the pending combination with Bryn Mawr.

The CEO, the Chief Human Resources Officer, the Chief Risk Officer and the Personnel and Compensation Committee, with advice from its consultant, have reviewed the Compensation Report containing a description of all compensation components for each executive officer, including base salary, incentive compensation and all of our incentive compensation plans. They have determined that the compensation packages awarded to our executive officers, and others, are consistent with our goals to provide compensation that is competitive with our peers, that drives financial performance without undue risk, and aligns the interests of our executive officers, and others, with those of our stockholders. In addition, during 2021, the Personnel and Compensation Committee reviewed an analysis of all incentive plans conducted by our Chief Risk Officer and concluded that our compensation program is balanced and does not encourage imprudent risk taking. Accordingly, we believe our executive and management compensation plans are reasonable, pay-for-performance-based, competitive, not excessive, and do not encourage our executives or any of our Associates to take actions that pose an unnecessary or excessive risk that would threaten the value of our Company and do not unnecessarily expose our Company to risks or encourage the manipulation of reported earnings to enhance the compensation of management.

Alignment of Pay and Performance in 2021

As discussed under the “2021 Incentive Award Determinations”, the Personnel and Compensation Committee considered a number of factors including the state of the economy, the competitive environment in our marketplace, the demand for seasoned talent, and the retention of our Executive Leadership Team when making 2021 executive compensation determinations.

During 2021, we continued to maintain appropriate balance sheet positioning in a changing interest rate environment. Customers continue to see the benefits that WSFS has to offer with local decision making and delivering stellar service experiences. WSFS ranked eighth in our market (which includes portions of Pennsylvania, New Jersey, Delaware and Maryland and is referred to as the “Philadelphia- Camden-Wilmington MSA”) in total deposits and had more than twice the market share of the next largest community bank in that market before we add the combination with Bryn Mawr to our deposit totals. With $15.8 billion in assets and $34.6 billion in AUM and AUA at December 31, 2021, we have created the premier, locally headquartered bank and wealth management franchise in the Greater Philadelphia and Delaware region and fill a long-standing service gap in our market between larger regional/national banks and smaller community banks. At December 31, 2021, we operated from 112 locations, including 89 banking offices.

We continue to have success in strengthening our culture of engaged Associates that bring to life WSFS’ mission of We Stand for Service in our daily delivery of stellar Customer experiences. In 2021, we were once again honored on several occasions with various awards and honors. We value such recognition as it validates our business model and tells us that our strategy is working. The following are some of the awards and honors we earned.



 

WSFS Bank 2022 Proxy Statement 39
   
 
 

Elements of Compensation

Our long-term financial objective is to be a long-term, sustainable, high-performing company, and we have designed our compensation practices toward attracting and retaining high-quality individuals, and motivating and rewarding them for strong performance and creating alignment with the interests of our stockholders. The components of 2021 executive compensation were base salary, short-term cash incentive awards, long-term equity incentive awards and other benefits. Due to the ongoing risks to our organization with regard to motivating and retaining our Executive Leadership Team, the Personnel and Compensation Committee has the authority to exercise discretion during the course of the year and consider discretionary bonuses, on a case-by-case basis, after review of Company and individual performance at the end of a year. During 2021, the Personnel and Compensation Committee exercised

discretion and assessed supplemental performance metrics and results in light of the disproportionately positive impact of the release of ACL reserves on our financial results in 2021 and the Bryn Mawr combination.

As reflected in the charts below, 71% of our CEO’s target total 2021 compensation was variable or “at risk,” and an average of 56% of our other NEOs’ total 2021 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 objective.

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.



 

WSFS Bank 2022 Proxy Statement 40
   
 
 

Base Salary & 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 of Company-wide and individual goals rewarding for near-term results and creating long-term sustainability.

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 utilities 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.

MIP – Short-Term and Long-Term Incentives

Award opportunities based on individual and Company-wide goals weighted based on the executive’s level of responsibility. We apply the same metrics under the MIP for short-term cash incentives as we do for long-term equity incentives.

·   As described in further detail below, in 2021, the Personnel and Compensation Committee assessed the following supplemental performance metrics and results in light of the lessening impact of the COVID-19 pandemic , corresponding impact of the release of ACL reserves on our financial results in 2021, and Bryn Mawr combination: Pre-Provision Net Revenue ("PPNR $")(1), CE3 scores, Q12 scores and goals related to the Bryn Mawr acquisition following a determination to supplement the performance metrics initially selected in February 2021.

·   Annual short-term incentives under the MIP were usually granted as a cash award, but may be granted as equity awards.

Associate Service Bonus Plan: $2,000 Maximum

·   In 2021, PPNR $ replaced ROA in light of the release of ACL reserves noted above.

Integration Performance RSU Plan

Award opportunities based on core ROA and CE3 and Q12 scores, to incentivize and reward executives for the successful integration over a five-year period following our merger with Beneficial in 2019. As described in further detail below in “—Other Equity Incentive Compensation” this plan was terminated in early 2022.

(1) PPNR $ is a non-GAAP metric and should be considered along with results prepared in accordance with GAAP, and not as a substitute for GAAP results.

Management Incentive Plan

Through 2021, our executives were eligible for both short-term cash incentive awards and long-term equity incentive awards under the MIP. We designed the MIP to reward executives for excellence in performance on key financial metrics determined by our Board of Directors and the Personnel and Compensation Committee, as well as each executive’s performance and contribution in his or her area of responsibility. The structure of our MIP includes: setting Company- wide goals; setting individual performance goals; weighting the goals; providing incentive opportunities to executive officers; and calculating incentive awards based on actual performance.

The 2021 performance measures under the MIP, as established by the Personnel and Compensation Committee and our Board of Directors, were originally ROA, ROTCE and EPS growth. As discussed under the “2021 Incentive Award Determinations” in 2021, the Personnel and Compensation Committee assessed the need to account for the release of ACL reserves as a result of the lessening impact of the COVID-19 pandemic and activities related to the Bryn Mawr combination and used the following supplemental performance

metrics and results to exercise discretion with respect to 2021 incentive award determinations: PPNR $, CE3 scores, Q12 scores and goals related to the Bryn Mawr combination.

Our MIP design contemplates the following:

·A “quality of earnings review” will be used to consider adjustments from GAAP reported earnings to MIP earnings;
·Award opportunities will be based on specified percentages of base salary for threshold, target and maximum/stretch achievement by executive officers; and
·A proportional approach (interpolation) will be used to calculate incentive payouts for the performance results that fall between threshold, target and stretch levels.

The MIP measures the performance of the CEO solely based on Company-wide performance goals. However, the Personnel and Compensation Committee also establishes individual performance expectations for the CEO in addition to those associated with



WSFS Bank 2022 Proxy Statement 41
   
 
 

the MIP. These performance expectations are established by the Personnel and Compensation Committee after review, discussion and approval of recommendations submitted by the CEO. The Personnel and Compensation Committee assesses the performance of the CEO compared to these performance expectations when annual salary adjustments are being considered and makes a recommendation to the Board of Directors.

INDIVIDUAL SHORT-TERM CASH INCENTIVE AWARD DETERMINATIONS

The amount of each executive’s short-term cash incentive award under the MIP is based on achievement against the performance goals described in this “Management Incentive Plan” section. Annual short-term cash incentives under the MIP are usually granted as a cash award, but may be granted as equity awards.

INDIVIDUAL LONG-TERM EQUITY INCENTIVE AWARD DETERMINATIONS

The amount of each executive’s long-term equity incentive award under the MIP is based on achievement against the performance goals described in this “Management Incentive Plan” section. Through the MIP, the Executive Leadership Team has historically earned restricted stock units (“RSUs”) and stock option awards by reaching the annual targets, using a sliding scale for achieving threshold, target and superior results. Long-term equity incentive awards vest over a minimum of four years. Long-term incentive awards under the MIP issued in February 2022 (based on 2021 performance), will vest over a four- year period.

Historically, half of the value of the long-term equity incentive awards was granted in the form of stock options with four-year vesting and a seven-year life, and half of the value of the long-term equity incentive awards is in the form of RSUs with four-year vesting. For 2021 performance, however, long-term equity incentive awards were granted only in RSUs in order to assist in the transition to the new ELTIP. Further, to improve pay-for-performance and alignment, the Personnel and Compensation Committee has the discretion to grant NEOs other performance-based equity awards from time to time.

Equity Incentive Program in Transition

During 2021, WSFS reviewed our overall incentive compensation program to ensure that it maintains a strong alignment with business strategy and Bank performance and provides long-term incentive opportunity reflecting multi-year performance. The Personnel and Compensation Committee approved program changes in which we will transition from our existing MIP and begin implementing elements of our new program in 2022 that we are referring to as the ELTIP. Additional detail about our ELTIP is described below under “Incentive Compensation Review and Redesign”.



2021 Executive Compensation Summary

Base Salary

Our Board of Directors approved NEO base salary changes as shown in the following table:

      

2022 to
2021

      

2021 to
2020

     
Name  2022   % Increase   2021   % Increase   2020 
Rodger Levenson  $870,000    8.7%  $800,000    3.2%  $775,000 
Dominic C. Canuso   496,500    10.0%   451,500    5.0%   430,000 
Steve Clark   430,000    3.1%   417,250    2.5%   407,000 
Peggy H. Eddens   430,500    0.0%   430,500    2.5%   420,000 
Michael P. Reed   436,250    3.0%   423,500    2.0%   415,000 

Merit increases for our NEOs over the past two years have been consistent with national survey data and similar CPG positions and also consistent with merit increases across the organization. Our compensation philosophy has been to review base salaries using the 50th percentile and consider individual performance, skills and experience to determine an appropriate base salary. More specifically, changes in our NEOs’ base salaries over the past two

years reflect their increased responsibilities, our performance during that period, the growth of our Company, and the change to our compensation policy described above. Mr. Levenson’s 2021 and 2022 base salary represents approximately the 50th percentile of an equal blend of the CPG and national survey data of similarly-sized banking institutions following the acquisition of Bryn Mawr based on the bi-annual compensation review.



WSFS Bank 2022 Proxy Statement 42
   
 
 

2021 MIP Determination

In February 2021, the Personnel and Compensation Committee initially selected Adjusted ROA, Adjusted ROTCE and Adjusted EPS growth as the Company-wide performance measures for the MIP for 2021. All three financial measures are non-GAAP financial measures and may not be comparable to similar non-GAAP financial measures used by other companies.

For 2021, consistent with prior years, the weighting percentage for the CEO was 100% for Company-wide performance; and, for the executive vice present-level NEOs the weighting was 75% Company- wide performance and 25% individual performance. Individual performance goals are agreed upon at the beginning of the year by the EVPs and the CEO and include specific operational and performance metrics pertinent to each EVPs area. Examples of these individual performance goals are asset quality metrics, service level agreement performance, area specific growth initiatives and strategic planning.

As further discussed below, ultimately the Personnel and Compensation Committee supplemented the performance measures and target levels it set in February 2021.

Quality of Earnings Review

In connection with administering the MIP, the Personnel and Compensation Committee conducts a “quality of earnings” review under which it evaluates any unusual, one-time items generally greater than $2.0 million, after tax, that impact cash, equity and earnings, and considers them for adjustments for the purposes of calculating relevant performance measures for the MIP. Any “quality of earnings” evaluations are made with a strong bias towards ensuring that management is accountable for reported results. For 2021, the Personnel and Compensation

Committee’s review concluded that the following items should be excluded from the calculation of ROA, ROTCE, and EPS growth for the purposes of MIP:

·Corporate Development and Restructuring costs of $14.1 million (mainly related to our acquisition of Bryn Mawr, as well as some remaining restructuring costs from the Beneficial acquisition);
·The gain on sale of SoFi stock of $5.1 million and the related $1.0 million WSFS CARES Foundation contribution; and
·$10.9 million of the $15 million legal settlement from the Charter Oak litigation (as $4.1 million of net losses were applied to Quality of Earnings in prior years).

As a result, solely for the purpose of determining achievement in 2021 the Company-wide performance measures under the MIP, our adjusted ROA was 1.86%, adjusted ROTCE was 121.92% and the increase in adjusted 2021 EPS compared to adjusted 2020 EPS was 203.72%.

2021 MIP Results

The following table shows our 2021 adjusted results for ROA, ROTCE and EPS growth, the performance measures originally selected by the Personnel and Compensation Committee under the MIP, which are non-GAAP financial metrics and should be considered along with results prepared in accordance with GAAP, and not as a substitute for GAAP results. Our score is calculated by determining the average of scoring for our performance against Adjusted ROA, Adjusted ROTCE and Adjusted EPS growth versus pre-established performance targets. A numerical value is interpolated based on a score of 1 for “threshold,” 2 for “target” and 3 for “stretch.”



Goal  Threshold  Target  Stretch  WSFS Results  Result 
Adjusted ROA   0.98%   1.16%   1.30%   1.86%   Stretch + 
Adjusted ROTCE   11.35%   13.19%   14.59%   21.92%   Stretch + 
Adjusted EPS Growth   47.56%   75.00%   96.30%   203.72%   Stretch + 
                Aggregate Result   Stretch + 

2021 Incentive Award Determinations

Background

We disclosed in our 2021 Proxy Statement that the Personnel and Compensation Committee and our Board of Directors determined it was best to evaluate both Company performance and incentive awards for the Executive Leadership Team using performance metrics in addition to those metrics initially established for the 2020 MIP given the substantial adverse impact that the COVID-19 pandemic had on the local and national economies and on our operations and financial results in 2020. Specifically, the Personnel and Compensation Committee used the following financial metrics and qualitative criteria to evaluate our Company’s performance in 2020: (1) PPNR as a percentage of assets (“PPNR %”) compared to our $10-$20 billion asset size peer group; (2) Customer Engagement (“Gallup CE3”); (3) Associate

Engagement (“Gallup Q12”); and (4) Community Efforts. PPNR is a non-GAAP financial measure calculated as pre-tax net revenue before provision for credit losses less pre-tax noninterest expense.

By March 2021, after establishing the Company-wide performance measures for the MIP for 2021, the Personnel and Compensation Committee determined that there was a potential need to consider metrics and criteria, in addition to the established Company-wide performance measures for 2021, when determining appropriate incentive compensation for the Executive Leadership Team for 2021, given the continued COVID-19 pandemic and uncertain economic environment at that time. In order to assist with assessing the 2021 performance of the Company, the Personnel and Compensation Committee worked with management and Pearl Meyer throughout 2021 to identify supplemental performance metrics and criteria that were consistent with the Company’s long-term growth and strategic objectives.



WSFS Bank 2022 Proxy Statement 43
   
 
 

As a starting point, the Personnel and Compensation Committee, management and Pearl Meyer considered the performance metrics and qualitative criteria that were considered as part of the 2020 incentive award determinations as they were considered measures important to the long-term sustainability of the Company. Working together throughout the remainder of 2021, the Personnel and Compensation Committee, management and Pearl Meyer evaluated the impact that both the COVID-19 pandemic and the re-opening of the local and national economies had on our operations and financial results.

Unlike 2020, where the COVID-19 pandemic caused an extraordinarily large build up in our ACL and thus substantially and adversely impacting our financial results, the re-opening of the local and national economies and the lingering positive impacts of massive government stimulus caused significant releases from our ACL in 2021 resulting in a disproportionate and substantial positive impact on our 2021 financial performance. Given the symmetry of the ACL build up and releases in 2020 and 2021, respectively, and the continued impact of COVID-19 on our Company’s

operations, the Personnel and Compensation Committee determined that supplemental performance metrics and qualitative criteria substantially similar to those used in 2020 were appropriate for evaluating our Company’s 2021 performance and determining incentive awards for the Executive Leadership Team. The Personnel and Compensation Committee determined that the Bryn Mawr acquisition was an appropriate additional criteria to consider when evaluating the performance of the Executive Leadership Team given the substantial efforts and work performed by the Executive Leadership Team and senior management on the acquisition.

2021 Supplemental Performance Metrics and Criteria

As part of the Personnel and Compensation Committee’s evaluation of our Company’s 2021 performance, it used the following supplemental performance metrics and criteria:



Metric Description 2021 Highlights
1. PPNR $*

·   Adjusted PPNR $ (adjusted for quality of earnings) was $246.9 vs. our 2021 financial plan of $224.1

2. Customer Engagement (“Gallup CE3”): The Gallup CE3 is a concise survey comprised of three actionable items with the most conclusive links to crucial customer outcomes. The Gallup CE3 categorizes customers into three distinct groups: fully engaged, indifferent and actively disengaged.

·   The Bank’s Net Promoter Score increased from 61.8 to 78.9 including feedback from approximately 35,000 Customers

·   Continued support of the CARES Act PPP program including supporting the generation of over $355 million of second round PPP loans to over 2,300 WSFS and non-WSFS Customers

3. Associate Engagement (“Gallup Q12’’):The Gallup Q12 represents a survey of 12 questions that measure the most important elements of Associate engagement.

·   3 COVID-relief day benefit for personal illness and daycare issues

·   Approximately 30% of Associates in our Corporate offices have safely returned through our Future Forward phased transition planning

4. Bryn Mawr Transaction: Goals related to the completion of the acquisition of Bryn Mawr.

·   Completion of Due Diligence in early 2021

·   Received shareholder approval from both Company’s shareholders in 2Q 2021

·   Received regulatory approval from the OCC in July 2021

·   Received regulatory approval from the Federal Reserve in December 2021

·   Completed the merger of the two Companies on January 1, 2022

*PPNR $ is a non-GAAP financial measure 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 2021 actual results for the supplemental performance metrics . Our score is calculated by determining the weighted average of scoring for our actual performance versus performance targets for each metric. A numerical value is interpolated based on a score of 1 for “threshold,” 2 for “target” and 3 for “maximum” or “stretch.” This score was applied to our MIP payout percentages, and a payout was calculated.

Goal

 Threshold

Target

Maximum
or Stretch

WSFS Results

Weighting

 Result

PPNR $ (millions) $189 $224 $251 $246 70% Target +
Customer Engagement (“Gallup CE3”) 4.43% 4.46% 4.49% 4.47% 10% Target
Associate Engagement (“Gallup Q12”) 4.16% 4.21% 4.26% 4.35% 10% Stretch
Bryn Mawr Trust Transaction 1.00 2.00 3.00 3.00 10% Stretch
          Aggregate Result Target +
WSFS Bank 2022 Proxy Statement 44
   
 
 
 

 

Short-Term Cash Incentive Award Payouts: The below table reflects the target values of each of our NEO’s short-term cash incentive award under the MIP as a percent of his or her base salary.

 

Name Minimum Target Maximum or Stretch
Rodger Levenson 37.5% 75% 150%
Dominic C. Canuso 25% 50% 100%
Steve Clark 25% 50% 100%
Peggy H. Eddens 25% 50% 100%
Michael P. Reed 25% 50% 100%

Based on the Company’s achievement in 2021 against the four supplemental performance metrics noted above, and additional discretion exercised by the Personnel and Compensation Committee related to the extraordinary efforts of the CEO and Executive Leadership Team during 2021, reflecting the continued leadership and strategic direction provided by the Executive Leadership Team during the year, the Personnel and Compensation Committee granted and our Board of Directors approved a short-term cash incentive award to our CEO in an amount equal to 150.0% of base salary and to executive vice president-level NEOs in an amount equal to 100% of base salary, which represent maximum payout levels.

LONG-TERM EQUITY INCENTIVE AWARD PAYOUTS: The below table reflects the target values of each of our NEO’s long-term equity incentive opportunity under the MIP as a percent of his or her base salary.

 

Name Minimum Target Maximum or Stretch
Rodger Levenson 85% 100% 115%
Dominic C. Canuso 50% 60% 70%
Steve Clark 50% 60% 70%
Peggy H. Eddens 50% 60% 70%
Michael P. Reed 50% 60% 70%

 

As noted above with respect to short-term incentive awards for 2021, the Personnel and Compensation Committee also exercised their discretion to authorize the maximum payout levels under the MIP plan for long-term incentive awards for 2021, and the Personnel and Compensation Committee granted long-term equity incentive awards of RSUs to our CEO in an amount equal to 115% of base salary and to executive vice president-level NEOs in an amount equal to 70% of base salary.

Payment of incentive awards under the MIP occurs no later than March 15th of the year following the performance period. This timing usually provides ample opportunity for the finalization of year-end performance results, as well as maintaining compliance with the short-term deferral exception under Section 409A requirements of the Internal Revenue Code of 1986, as amended (the “Code”).

The total value of long-term equity incentive awards with a four-year vesting schedule granted to our NEOs in 2022 for 2021 performance at the maximum level was $3,370,700.

Other Equity Incentive Compensation

Equity incentives for our executive officers are awarded pursuant to the terms of our 2018 Incentive Plan (the “2018 Plan”). Our equity incentive awards include the long-term equity incentive awards paid under the MIP, which is the primary method by which we provide

long-term incentives to our executives. See the discussion above in the section entitled “Management Incentive Plan.” We offer equity awards as a performance incentive to encourage ownership of our common stock by our executives and to further align the interests of management with those of our stockholders. Equity awards also provide value by attracting, motivating and retaining executives and provide appropriate and meaningful rewards to executive officers for our long-term success.

The Personnel and Compensation Committee awards equity grants annually, generally at its February meeting. Grants may be recommended at other times during the year for special circumstances, such as the hiring of a new executive. In June 2020, management was granted the discretion to approve such awards valued up to $100,000 per award. Awards valued more than $100,000 are subject to Personnel & Compensation Committee approval. Stock option awards are granted with an exercise price not less than the fair market value of our common stock on the date of grant. The grant date fair value of stock option awards is determined using the Black-Scholes option-pricing model. Please note that options were last awarded under the MIP in February 2021. In consideration for the transition to the ELTIP, 2022 equity awards for 2021 performance will be granted as RSUs only. The fair value of RSUs is equal to the grant date fair value of the Company’s common stock.



 

WSFS Bank   2022 Proxy Statement   45
     
 
 
 

 

Integration Performance RSU Plan

The Integration Performance RSU Plan (the “Integration Plan”) provided incentive awards to members of the Company’s senior leadership team linked to the achievement of milestones related to the integration of Beneficial and other strategic goals. On February 24, 2022, the Board and the Committee approved the termination of the Integration Plan. The Integration Plan and awards granted thereunder have been described previously in the Company’s proxy statements filed in 2020 and 2021.

Integration Performance-Based RSU Awards (the “Integration Awards”) earned under the Integration Plan were issued pursuant to the terms of the 2018 Incentive Plan. The table below shows the performance metrics, target goals and weighting assigned to each metric.

 

Metric Goal % Weighting
Core ROA(1) 1.75% 80%
Gallup CE3(2) 80th Percentile(4) 10%
Gallup Q12(3) 90th Percentile(4) 10%
(1)Core ROA is a non-GAAP financial measure that excludes certain unusual, one-time items.
(2)The Gallup CE3 is a concise survey comprised of three actionable items with the most conclusive links to crucial customer outcomes. The Gallup CE3 categorizes customers into three distinct groups: fully engaged, indifferent and actively disengaged.
(3)The Gallup Q12 represents a survey of 12 questions that measure the most important elements of Associate engagement.
(4)Percentiles represent ranking against Gallup overall database.

 

 

The table below shows the vesting period of the Integration Awards earned. The vesting period was dependent upon the annual period in which the awards performance vest and ranged from one to three years.

 

Performance Vesting Year Additional Time-Based Vesting
2021 3 years
2022 2 years
2023 1 year

 

The termination of the Integration Plan will be effective upon execution of termination agreements with each of the Integration Plan participants. In connection with the termination of the Integration Plan, the portion of the related Integration Awards attributable to Core ROA was terminated, and the Personnel and Compensation Committee exercised its discretion under the Integration Plan to determine the Gallup CE3 performance goal was met. In addition, the Gallup Q12 goal was satisfied in 2021. As a result, 20% of the RSUs subject to the Integration Awards vested and became subject to service-based vesting conditions.

 

WSFS Bank   2022 Proxy Statement   46
     
 
 
 

 

Benefits

401(k) Employer Contribution

We provide a 401(k) program that allows Associates to contribute a portion of their pre-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 to encourage them to participate in the 401(k) program. We match the first 5% of an Associate’s contribution dollar-for-dollar up to IRS limitations.

Director and Executive Non-Qualified Deferred Compensation Plan

We offer a non-qualified deferred compensation plan for our executives and Board of Directors. For executives, this program allows for base compensation to be deferred, as well as for deferment of cash awards. For 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 there is no matching contribution made by the Company. The plan was reviewed and approved by our Personnel and Compensation Committee and our Board of Directors. The following table provides information relating to deferrals of compensation by our NEOs under our non-qualified deferred compensation plan.

 

Name and Principal Position  Executive
Contributions
in 2021
(1)
   Aggregate
Earnings
in 2021
(2)
  Aggregate
Withdrawals/
Distributions
in 2021
  Aggregate
Balance at
December 31,
2021
Rodger Levenson $            —   $   $   $
Dominic C. Canuso              
Steve Clark       18,202         286,172
Peggy H. Eddens   171,075     70,322         873,398
Michael P. Reed              

 

(1)Amounts in this column are included in the Summary Compensation Table.
(2)Amounts in this column are not included in the Summary Compensation Table.
 

Development Allowance

We provide a Development Allowance to our executive officers that provides up to $35,000 per year for the CEO and up to $12,500 per year for executive vice presidents. These amounts reflect our growth and executive involvement in expanded markets. Allowable expenses under the Development Allowance Policy include items that improve an executive’s networking and business development prospects, personal health, time management and general well-being in a way that can reasonably be expected to result in improvements to their productivity as one of our executives. CEO expenditures must be approved by the Lead Independent Director. Expenditures by executive vice presidents must be approved by the CEO.

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 2021, our contribution towards this supplement was capped at $3,996 per retiree, but may have been less based on length of service at time of retirement of each retiree, irrespective of annual increases to the cost of the medical benefit premium. We limit our increases to no more than 4% annually. Primarily because of changes to Medicare Part D coverage, this plan is no longer meaningfully utilized by, or available to, Associates who were not already retirement eligible as of March 31, 2014.

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 executive vice presidents who report to the Chief Executive Officer which provides payments to NEOs if their employment is terminated without cause or under certain conditions following a change in control. Further details concerning the severance policy are provided in the section entitled “Potential Payments upon Termination or Change in Control.”



 

WSFS Bank   2022 Proxy Statement   47
     
 
 
 

 

Executive Compensation Review and Redesign

Summary

As the discussions with Bryn Mawr about a potential combination reached their final stages, the Personnel and Compensation Committee engaged its compensation consultant, Pearl Meyer, to assist in a comprehensive review of our overall executive compensation program. The Personnel and Compensation Committee determined that it was prudent to undertake a comprehensive review given the size the Company would be following the combination with Bryn Mawr, along with its dramatic growth since the beginning of 2018, and the significantly increasing competition for talent since the start of the COVID-19 pandemic that has been experienced not only nationwide and across all industries, but also in our markets and the financial services industry. The primary objective of the review was to redesign the executive compensation program, where appropriate, to keep it competitive for attracting and retaining high-quality individuals and to continue to align the interests of our senior management with our stockholders and our long-term success.

Initially, Pearl Meyer evaluated our CPG based on what the Company would look like from a size and performance perspective following the combination with Bryn Mawr, along with factors such as companies that we compete for talent with, and companies with a similar business model, size and geographic location. As described earlier under “Peer Group”, with the assistance of Pearl Meyer the Personnel and Compensation Committee identified an updated CPG that we believe better reflects our newly combined franchise. Then Pearl Meyer did a complete review of our executive compensation program, including the three main components of base salary, short- term incentive and long-term incentive, in light of our updated CPG. Following this review, the Personnel and Compensation Committee approved program design changes to our executive compensation

program that have been implemented for 2022 and beyond to ensure that executive compensation maintains a strong alignment with business strategy and our stockholder interests, while incentivizing our executives for multi-year performance. We refer to the new program as the ELTIP.

Steps in the transition and an overview of our new program are as follows:

·WSFS granted RSUs in early 2022 based on our 2021 incentive program and performance results under the MIP. Vesting will occur over the period 2023 through 2026.
·PSUs are being granted at the maximum opportunity in 2022 which replace our historical use of stock options. We believe the adoption of PSUs aligns us with industry best practice and will reward future versus past performance.
·The mix of equity grants will change in our new program to 40% time-vested RSUs and 60% performance-vested PSUs (at target performance level).
·PSUs granted in 2022 will cliff vest at the end of 2025, with the number of vested shares depending on our performance over the period.
·We will compare our three-year cumulative Core Return on Assets to the performance of banks currently in the KBW Community Bank Index, and our percentile ranking will determine the number of vested PSUs. No PSUs will vest for performance that ranks below the 25th percentile. One-fourth of the maximum PSU award will vest for ranking at the 25th percentile and increase ratably to the maximum PSU award for results ranking at the 100th percentile.


 

WSFS Bank   2022 Proxy Statement   48
     
 
 
 

 

In the following section, we describe these elements of our ELTIP, 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.

Annual Incentive Compensation Determination Process

 

Company-wide Performance Goals

Annually, the Personnel and Compensation Committee reviews our metrics and establishes Company-wide targets on the chosen metrics. In selecting the metrics, the Personnel and Compensation Committee considers our short-term and long-term business strategy, the current business environment, and the interests of stockholders.

The Company reviews and adjusts, as necessary, performance metrics at the onset of a new performance period to ensure they continue to reflect our business strategy and market best practices. 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. The Personnel and Compensation Committee has discretion to modify awards downward if some other threshold level is not achieved. Examples of potential events or factors that Personnel and Compensation Committee may consider in reducing or eliminating awards include but are not limited to: downgrading of the Bank’s CAMELS rating, imposition of regulatory enforcement actions, or excessive non-performing assets.

Individual Performance Goals

Annually, each executive officer develops individual performance goals for the year consistent with that year’s financial plan and the current three-year strategic plan, as well as for personal professional growth.

These goals are submitted to the CEO for review, amendment, and approval. 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 Personnel and Compensation Committee has final discretion to determine the amounts of final award payouts to all our executive officers, with the exception of the CEO, which is at the recommendation of the Personnel and Compensation Committee and at the final discretion of the full Board of Directors.

Historically, the weighting percentage for NEOs has been 75% for Company-wide performance and 25% for individual performance. Beginning in 2022, this weighting percentage for short-term cash incentives will change to reflect 80% Company-wide performance and 20% individual performance determined by measures and objectives established in discussion with the CEO. The CEO’s awards will continue to be based solely on Company-wide performance.

The Personnel and Compensation Committee believes that the more senior the rank of the executive, the more responsibility that executive has for Company-wide performance. As a result, as seniority increases, the weighting of Company-wide performance measurement criteria compared to individual performance criteria generally also increases, such that Company-wide performance plays a larger role in determining the amount of incentive awards provided to such executives. Similarly, individual and business unit performance goals play a larger role in determining the amount of the incentive award for less senior executives as compared to overall Company-wide performance.

 

WSFS Bank   2022 Proxy Statement   49
     
 
 
 

 

Description of New Executive Leadership Team Incentive Plan

Short-term Incentive Award Payouts: Short-term incentive awards under the new ELTIP will use three Company financial measures of performance as shown in the table below, 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. In addition, short-term incentive awards will include a strategic goal that may vary year-to-year and will align with the objectives identified through the Company’s financial or strategic planning process. The following table shows our 2022 performance metrics under the new ELTIP. Short-term incentive awards for the CEO will be earned based solely on the Company-wide performance score. Short-term incentive awards for NEOs will be earned 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.

 

 Goal  Threshold    Target     Maximum or
Stretch
   Weighting
Core ROA   1.00 %     1.10 %   1.26 %   25%
Core ROATCE   12.1 %     13.1 %   14.8 %   25%
Core EPS $ 3.17     $ 3.48 $ 4.00     25%
Strategic*   TBD       TBD     TBD     25%

 

* The Personnel and Compensation Committee expects that the Strategic criteria for the short-term incentive award measure will incorporate elements and objectives from the Company’s 2022 Three-Year Strategic Plan which is expected to be approved by our Board of Directors in the second quarter of 2022.

 

Beginning in 2022, short-term incentive award percentage payout opportunity levels as a percentage of his/her base salary under the new ELTIP are as follows:

 

Name Minimum Target Maximum or Stretch
Rodger Levenson 55% 110% 165%
Dominic C. Canuso 33% 66% 100%
Steve Clark 33% 66% 100%
Peggy H. Eddens*
Michael P. Reed 33% 66% 100%

 

* Ms. Eddens retired at the end of 2021 and, therefore, is not a participant in the ELTIP.

 

 

Long-term Equity Incentive Award Payouts: Long-term incentive awards will be awarded to the CEO and NEOs in the form of RSUs and PSUs with a 40% and 60% split respectively. The RSUs will vest in equal annual installments over three years, and PSUs that vest based on the Company’s cumulative core ROA performance after a three-year period relative to the KRX Index for the same period. On February 24, 2022, the CEO and NEOs were awarded PSUs representing total dollar amount of the maximum value of the PSUs under the new ELTIP plan based on the price of WSFS common stock on the date of grant.

The RSUs awarded under the ELTIP will be equal to 76% of the CEOs base salary and 28% of an executive’s base salary and are not subject to any performance metrics. As a result, starting in 2023, as compensation for 2022, the CEO and each member of the Executive Leadership Team will receive, as part of their long-term incentive award under the ELTIP, RSU grants with a dollar value equal to 76% or 28% of his/her base salary respectively. The PSUs awarded under the ELTIP will be equal to 114% of the CEOs base salary and 42% of an executive’s base salary and are subject to performance metrics. The performance metric for the Company’s 2022 PSU awards is a percentile ranking of the Company’s cumulative core ROA during the three-year period, as compared to the companies in the KRX Index, subject to the

exercise of discretion by the Personnel and Compensation Committee for unique circumstances. The actual number of shares that will vest at the end of the three-year period will be based on the core ROA performance over the three-year period relative to the KRX Index. If such performance is at the 25th percentile, 50th percentile, 75the percentile and 100th percentile, grantees will receive 25%, 50%, 75% and 100% of their maximum award grant, respectively.

The table below shows the total dollar value of PSUs for 2022 that were awarded to our principal executive officer, principal financial officer and other named executive officers under the ELTIP on February 24, 2022 based on the price of WSFS common stock on the date of grant.

 

 

Plan Participant

Maximum Value of PSUs*
(Dollars in thousands)

Rodger Levenson $1,983,600
Dominic C. Canuso $417,060
Steve Clark $361,200
Peggy H. Eddens**
Michael Reed $366,450

* At date of award with a share price of $49.76.

** Ms. Eddens retired at the end of 2021 and, therefore, is not a participant in the ELTIP.

 

 

 



WSFS Bank   2022 Proxy Statement   50
     
 
 
 

 

Beginning in 2022, long-term incentive percentage payout opportunity levels as a percentage of his/her base salary under the new ELTIP will be compared against the percentile where WSFS financial results stand against the KRX Index:

 

Name 25th 50th 75th 100th
Rodger Levenson 105% 190% 247% 304%
Dominic C. Canuso 39% 70% 91% 112%
Steve Clark 39% 70% 91% 112%
Peggy H. Eddens* n/a n/a n/a n/a
Michael P. Reed 39% 70% 91% 112%

*Ms. Eddens retired at the end of 2021 and, therefore, is not a participant in the ELTIP.

 

 

Executive Compensation Policies

Clawback Policy

The Personnel and Compensation Committee reserves the right to recover (“clawback”) any incentives that were paid due to fraudulent activity, inaccurate performance criteria or reporting, or errors in financial statements that are required to be restated. The Personnel and Compensation Committee approved a Compensation Clawback Policy in February 2019 in general alignment with proposed SEC clawback rules. Our Board of Directors has the sole authority to interpret, apply and implement this policy. Pursuant to this policy, the Personnel and Compensation Committee may require executive officers to forfeit and reimburse any bonus, award or incentive compensation paid under a benefit plan to the extent that such bonus, award or incentive compensation was due to or was based on statements of earnings, revenues, gains, the performance metric criteria of a benefit plan or other criteria that were later found to be materially inaccurate by the Personnel and Compensation Committee. Executive officers are subject to clawback provisions in the event the Company is required to prepare an accounting restatement due to the material noncompliance by the Company during the three completed fiscal years preceding the date the restatement is determined to be filed. In addition, if an executive officer engages in misconduct that, in our Board of Directors’ discretion, directly or indirectly causes a material adverse effect to the Company, our Board of Directors may require forfeiture or reimbursement of awards during the three-year period preceding the commission of the act of misconduct.

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 guideline for the Executive Leadership Team such that the CEO should own 60,000 shares of vested common stock and all executive vice presidents 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 162(m) of the Code (“Code Section 162(m)”) provides that certain compensation paid in excess of $1.0 million to our CEO, CFO and certain other executives and former executives is not deductible for federal income tax purposes. Although the Personnel and Compensation Committee seeks, where feasible, to structure compensation granted to our executive officers in a manner that is intended to minimize or eliminate the impact of the Code Section 162(m) deduction limitation, the Personnel and Compensation Committee believes there is a need for flexibility to determine compensation consistent with its overall compensation philosophy and objectives and aligned with other corporate priorities. There are scenarios in which the Personnel and Compensation Committee may approve compensation that is not fully deductible under Code Section 162(m).



 

WSFS Bank   2022 Proxy Statement   51
     
 
 
 

 

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”). The Personnel and Compensation Committee considers the adverse tax liabilities imposed by Code Section 280G and Code Section 4999, as well as its overall philosophy and objectives and corporate objectives, when it structures certain compensation to our executive officers.

CEO Pay Ratio

The CEO Pay Ratio, as set forth below, is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

The median employee used in our 2020 analysis retired during 2021. In identifying a new median employee at December 31, 2021, we used a measure of total cash compensation defined as the sum of base salary, bonus, incentive, commission, holiday, paid time off and overtime pay as reflected in our payroll records. We believe this is a reasonable measure of total compensation and consistent with

prior years’ methodology. Our 2021 employee population consists of approximately 1,800 employees, all of whom are located in the United States. This population includes all full-time, part-time and temporary employees. It does not include seasonal workers who we hire to assist us during the summer months or temporary workers hired through an agency. We annualized the compensation of approximately 300 full-time employees who were hired during 2021, based on the portion of the year for which they were employed.

To calculate the 2021 ratio of compensation of our median employee to that of Mr. Levenson, we calculated the median employee’s annual total compensation consistent with the calculation of Mr. Levenson’s annual total compensation as reported in the “Total” column of our 2021 Summary Compensation Table included in this proxy statement. This includes total cash compensation as described above as well as the amount of such employee’s health care benefits paid by the Company, if elected, and company matching contributions to participants in our Section 401(k) employee savings plan. The annual total compensation for the median employee was $80,911. Mr. Levenson’s total compensation was $3,386,092. The ratio of Mr. Levenson’s annual total compensation to the annual total compensation of the identified median employee at December 31, 2021 was approximately 42 to 1.



Compensation Committee Internal Interlocks and Insider Participation

No member of our Personnel and Compensation Committee is, or formerly was, an officer or Associate of ours. During 2021, none of our executive officers served on the Personnel and Compensation Committee (or equivalent), or our Board of Directors, of another entity whose executive officer or officers served on our Personnel and Compensation Committee or Board of Directors.

Personnel and Compensation Committee Report

Pursuant to rules and regulations of the SEC, this Compensation Committee Report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the "Exchange Act") except to the extent that WSFS Financial Corporation (the “Company”) specifically incorporates this information by reference, and otherwise shall not be deemed “soliciting material” or to be “filed” with the SEC, subject to Regulation 14A or 14C of the SEC or subject to the liabilities of Section 18 of the Exchange Act.

The Personnel and Compensation Committee has reviewed and discussed with management the CD&A to be included in the Company’s 2021 Proxy Statement filed pursuant to Section 14(a) of the Exchange Act (the “Proxy Statement”), including the information contained therein under the heading “Compensation of Our Board of Directors.” Based on the reviews and discussions referred to above, the committee recommends to our Board of Directors that the CD&A referred to above be included in the Proxy Statement.

Personnel and Compensation Committee

Francis B. Brake, Chair

Christopher T. Gheysens, Vice Chair

Karen Dougherty Buchholz

Eleuthère I. du Pont

Lynn B. McKee

David G. Turner

 

WSFS Bank   2022 Proxy Statement   52
     
 
 
 

 

Summary Compensation Table

 

Name and Principal Position Year   Salary(1)   Bonus   Stock
Awards
(2)
    Option
Awards
(3)
  Non-Equity
Incentive Plan
Compensation
(4)
  All Other
Compensation
(5)
  Total

Rodger Levenson

Chairman, President and CEO(6)

2021   $ 795,834 $ 1,200,000   $ 930,078     $ 415,400   $ 1,690   $ 43,090   $ 3,386,092
2020     767,667   430,125   1,062,561       252,561     2,000     48,488       2,563,402
  2019     731,000         205,785       133,155     774,905     57,747       1,902,592

Dominic C. Canuso

Executive Vice President and CFO

2021     447,917   440,213     328,252       139,320     1,690     24,388       1,381,780
2020     422,475   239,100     289,009       95,009     2,000     30,897       1,078,490
  2019     384,284   50,000     157,548       101,943     285,812     23,447       1,003,034

Steve Clark

Executive Vice President and
Chief Commercial Banking Officer

2021     415,542   383,870     340,704 (9)   131,868     1,690     26,645     $ 1,300,319
2020     401,667   175,590     280,063       92,063     2,000     40,392       991,775
2019     373,184         154,743       101,128     270,913     38,913       937,881

Peggy H. Eddens

Executive Vice President and
Chief Customer Experience Officer

2021     457,725   417,047     320,628       136,080     1,690     26,324       1,359,494
2020     415,000   155,400     290,745       95,745     2,000     24,685       983,575
2019     386,949         157,969       102,215     285,576     23,715       956,424

Michael P. Reed

Executive Vice President
and Chief Risk Officer

2021     422,083   496,775 (7) 98,604       89,640     1,690     343,854 (8)     1,452,646
2020     276,667   343,333     335,000       135,000     2,000     9,977       1,101,977

 

(1) The amounts shown as salaries in this table may be different from the amounts shown in the Base Salary table because this table represents the amount actually paid during the year and the Base Salary table represents actual base salary level.
(2) 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 2021 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 granted in 2021 with a two-year ratable vesting period and representing 50% of the non-equity annual incentive award earned in 2020 as follows: Mr. Levenson, $473,138; Mr. Canuso, $175,010; Mr. Clark, $165,649; and Ms. Eddens, $170,940. Also includes the aggregate grant date fair value of RSUs granted in 2021 and earned in 2020 under our Long-Term Incentive Plan as follows: Mr. Levenson, $456,940; Mr. Canuso, $153,252; Mr. Clark, $145,048; Ms. Eddens, $149,048 and Mr. Reed, $98,600.
(3) 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 2021 Annual Report on Form 10-K for the assumptions used to calculate grant date fair value.
(4) Represents cash awards to NEOs in connection with our All Associate Bonus Plan.
(5) All Other Compensation includes contributions of $14,500 made by us to the 401(k) plans of each of our NEOs, health benefits paid directly by the Company, and a maximum development allowance of $12,500 for each EVP and $35,000 for the CEO. The health benefits provided to our NEO’s are under a non-discriminatory group plan, and disclosure of this benefit is included on a voluntary basis.
(6) Mr. Levenson was named President and CEO and elected to our Board of Directors effective January 1, 2019 and was elected Chairman effective January 1, 2020.
(7) Includes $83,333 which represents the second of three equal annual installments of a $250,000 bonus granted to Mr. Reed upon joining the Company in May 2020.
(8) Includes $323,516 related to relocation costs paid to Mr. Reed.
(9) Includes a one-time RSU award with an aggregate grant date fair value of $27,500 made to Mr. Clark in March 2021 in recognition of his key role in WSFS providing nearly $1 billion in PPP loans and deferred loan payment modifications to many Customers requiring support through the COVID-19 pandemic.
 

 

WSFS Bank   2022 Proxy Statement   53
     
 
 
 

 

Equity Awards Granted in 2022 for 2021 Performance

In 2022, we granted RSUs under the 2018 Incentive Plan based on performance during 2021 against supplemental performance metrics approved by the Personnel and Compensation Committee and Board of Directors. These awards will be reflected in the Summary Compensation Table for 2022, which will be included in our 2023 proxy statement. The awards were as follows:

 

The aggregate grant date fair value of RSUs granted in 2022 and earned in 2021 with a four-year ratable vesting period was as follows: Mr. Levenson, $920,000; Mr. Canuso, $316,050; Mr. Reed, $296,450; and Mr. Clark, $292,075. Ms. Eddens did not receive equity awards for 2021 performance granted in 2022 as she retired on December 31, 2021.

Grants of Plan-Based Awards

The following table presents information regarding grants of non-equity and equity plan-based awards to our NEOs during 2021. Such awards consist of both RSUs and stock options.

The RSU grants vest equally over four years. Awards have a grant date fair value of $49.76, which is equal to the closing stock price of WSFS common stock at the grant date of February 24, 2022.

 

                                All Other   All Other       Grant
                                Stock   Option