DEF 14A of Wsfs Financial Corp
Filed Apr 2, 2026 · FY20250000828944-26-000009
Proposal 1: Election of Directors
Proposal 1: Election of Directors
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE Our Board of Directors has nominated the following individuals to be members of our Board of Directors for their strong character and business acumen and because we believe they embody the values at the core of our culture: service, truth, and respect, and have the ability to help the Company grow and improve. For a three-year term expiring on the date of our Annual Meeting of Stockholders to be held in 2029: •Mr. Eleuthère I. du Pont •Ms. Michelle Hong •Mr. David G. Turner Our Board of Directors consists of 12 members and is divided into three “classes,” with each class serving for a term of three years. Four directors have terms that expire at the 2026 Annual Meeting. Ms. Nancy J. Foster will not be standing for reelection, as a result, following the Annual Meeting, our Board of Directors will consist of 11 members. Each of the nominees are current directors of WSFS and have been recommended by the Governance and Nominating Committee. We provide more information about our directors and director nominees on the following pages. Currently, all directors of WSFS also serve as directors of Wilmington Savings Fund Society, FSB ("WSFS Bank" or the "Bank").
ABOUT YOUR VOTE
ABOUT YOUR VOTE •The election of each nominee requires the affirmative vote of a plurality of the votes cast, meaning that the nominees who receive the greatest number of votes are elected. •We permit cumulative voting for the election of directors, meaning that if, for example, there are three seats up for election in a given class, if you own 100 shares, you have 300 votes to distribute among the nominees as you see fit. You can distribute them equally and cast 100 votes for each nominee or you may give more votes to certain nominees, even giving all 300 votes to a single nominee if you wish. Refer to the section titled “Meeting and Other Information” for more information about how to exercise cumulative voting rights. •Executed proxies received from holders of common stock of WSFS will be voted for the election of such nominees unless marked to the contrary. •If any nominee becomes unable to serve, which is not anticipated, the proxy will be voted for a substitute nominee to be designated by our Board of Directors or the number of directors will be reduced. •Abstentions and broker non-votes are treated as present for quorum purposes only and will not be counted as either an affirmative vote or a negative vote regarding the election of directors, and therefore, will have no effect on the election of directors. •The proxies cannot be voted for a greater number of persons than the number of nominees named.
ABOUT YOUR VOTE
| | The Board of Directors recommends a vote FOR each of the nominees listed on the following pages. |
ABOUT YOUR VOTE
| WSFS Bank 2026 Proxy Statement | 10 |
Biographies of Director Nominees
Biographies of Director Nominees
Biographies of Director Nominees
| | Eleuthère I. du Pont Director since: 2013 Term expires: 2026 | | Michelle Hong Director since: 2025 Term expires: 2026 | | Committees: Audit Committee Executive Committee Wealth Management Fiduciary Audit Committee Wealth Management Fiduciary Committee | | Committees: Risk Committee Wealth Management Fiduciary Committee | | | Eleuthère I. du Pont, 59, 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, wealth and investment management to our Board of Directors. •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 Chemical Company) •Director of First State Educate Education: •Bachelor of Science degree in Mechanical Engineering from Stanford University •Master’s degree in Business Administration from Stanford University | | Michelle Hong, 51, joined our Board of Directors in December of 2025. Ms. Hong brings to our Board extensive experience in the financial and legal services industries, along with strong expertise in executive leadership and talent, local markets, wealth management and environmental, social, and governance matters. •Counsel at Stradley Ronon Stevens & Young, LLP (September 2025 to present) •Founding Partner and Co-Office Head of the Northern Trust Company (Philadelphia Office) (2019 to 2025) •Senior Vice President, Senior Wealth Planner at Brown Brothers Harriman (2006 to 2019) Board Service and Memberships: •Corporate Director of PECO, an Exelon energy company •Vice Chair and Board Member of the National Association of Corporate Directors (NACD) Philadelphia •Director of the William Penn Foundation •Director of WHYY, Inc. •Former Director of Main Line Health •Former Director of Philabundance Education: •Bachelor of Arts degree in Public Policy Studies and English from Duke University •Juris Doctor from Harvard Law School | |
Biographies of Director Nominees
| WSFS Bank 2026 Proxy Statement | 11 |
Biographies of Director Nominees
| | David G. Turner Director since: 2013 Term expires: 2026 | | Committees: Audit Committee Executive Committee Governance and Nominating Committee Leadership and Compensation Committee Wealth Management Fiduciary Audit Committee | | | David G. Turner, 61, 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. •Retired Managing Partner, IBM Consulting Americas (June 2019 to December 2025) •Vice President and Partner, Service Line Leader for North America Global Business Services for IBM (2010 to 2019) •Former Global Industry Leader, Financial Services Big Data, Analytics and Cognitive Industry Platforms in the Global Services Division for IBM (2010 to 2013) •Founder of Sovereign Partners Consulting, LLC working with key major banking clients worldwide focusing on strategy and IT consulting (2009 to 2010) •Served in various capacities with MBNA and its successor, Bank of America as Senior Executive Vice President, Group Executive tasked with creating MBNA’s Research and Development Department, and Chief Data Officer (2003 to 2009) 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 •Adjunct Professor at the University of Delaware •Recognized as a 2024 Most Influential Corporate Director by Savoy Magazine Education: •Bachelor of Science in Computer Science/Mathematics from Delaware State University •Master of Science in MIS from Fairleigh Dickinson University •Dartmouth-Amos Tuck Executive Masters of Business Administration Education Program | |
Biographies of Director Nominees
| WSFS Bank 2026 Proxy Statement | 12 |
Other Continuing Directors
Other Continuing Directors
Other Continuing Directors
| | Rodger Levenson Director since: 2019 Chairman since: 2020 Term expires: 2028 | | Anat Bird Director since: 2010 Term expires: 2027 | | Committees: Executive Committee | | Committees: Audit Committee Risk Committee Wealth Management Fiduciary Audit Committee Wealth Management Fiduciary Committee | | | Rodger Levenson, 65, has been Chairman of our Board of Directors since January 1, 2020. He brings extensive banking, finance, lending, risk management, regulatory, mergers and acquisitions, governance, executive management, and local market expertise to our Board of Directors having served in executive roles in commercial lending, finance and corporate development with financial institutions in the Greater Philadelphia and Delaware Region for the majority of his career. •President and Chief Executive Officer of WSFS (2019 to present) •Executive Vice President and Chief Operating Officer of WSFS (2017 to 2018) •Executive Vice President and Chief Corporate Development Officer of WSFS (2016 to 2017) •Executive Vice President and Interim Chief Financial Officer of WSFS (2015 to 2016) •Executive Vice President and Chief Commercial Banking Officer of WSFS (2006 to 2015) •Senior Vice President and Manager at Citizens Bank (2003 to 2006) Board Service and Memberships: •Board of Directors, Executive Committee and Member of CEO Council for Growth of The Chamber of Commerce for Greater Philadelphia •Co-chair of the Board of Directors and Member of the Executive Committee of the Delaware Prosperity Partnership •Member of the U.S Federal Reserve Board's Federal Advisory Council (FAC) •Member of the Children’s Hospital of Philadelphia Corporate Council •Member of the Corporate Council and Executive Committee of the Satell Institute for Corporate Social Responsibility •Member of the Executive Committee of the Delaware Business Roundtable •Member of Penn Medicine Corporate Council •Former director of the Delaware Chamber of Commerce •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 | | Anat Bird, 74, brings a broad range of banking experience as well as strategic planning, mergers and acquisitions, regulatory, risk, financial, and executive management experience from a national and global perspective to our Board of Directors. Ms. Bird has extensive experience in the banking and financial services industry including authoring six books on the banking business and providing and facilitating ongoing dialogue and education for executives in the banking industry through SCB Forums. •Chairman and CEO of The Bird Group, LTD (1994 to present) •President and Chief Executive Officer of SCB Forums, LTD, Division of ProSight Financial Association (1994 to present) •President and CEO of California Community Bancshares (March 2001 to November 2001) •Executive Vice President of Wells Fargo Bank (1997 to 2001) •Senior Executive Vice President, Chief Operating Officer of Norwest Bank (1997 to 2001) •Group Head and Executive Vice President of Norwest Bank (1995 to 1997) Board Service and Memberships: •Board of Directors for MidFirst Bank in Oklahoma City, Oklahoma (2003 to present) •Former member of the Boards of Sterling Bank (2002 to 2011), Sun Bancorp, Inc. (2008 to 2009), First Indiana Bank (2002 to 2007) and AmTrust Bank (2008 to 2009) Education: •Bachelor of Arts in International Relations and Master’s degree in International Relations and Psychology from Hebrew University in Jerusalem •Masters of Business Administration in Finance from American University •Diploma in Corporate Strategic Planning from the Wharton School of Business | |
Other Continuing Directors
| WSFS Bank 2026 Proxy Statement | 13 |
Other Continuing Directors
| | Francis B. Brake Director since: 2014 Term expires: 2028 | | Karen Dougherty Buchholz Director since: 2019 Term expires: 2028 | | Committees: Executive Committee Governance and Nominating Committee Leadership and Compensation Committee Risk Committee | | Committees: Governance and Nominating Committee Leadership and Compensation Committee Risk Committee Wealth Management Fiduciary Committee | | | Francis B. Brake, 62, brings expertise in marketing, entrepreneurship, innovation, product development, business partnerships, financial services, and executive leadership to our Board of Directors. •President and Co-Founder of Epic Research, LLC (2007 to present) •Managing Director and Chief Marketing Officer for Juniper Bank/Barclaycard US (2000 to 2007) •Various positions including Executive Vice President, Marketing at First USA Bank (1994 to 2000) Board Service and Memberships: •Former Chairperson of the Board of Directors of The Chester Fund Foundation •Former director of Barclays Bank Delaware Education: •Bachelor of Arts in Government from The College of William and Mary •Master of Business Administration from The Darden Graduate School of Business, University of Virginia | | Karen Dougherty Buchholz, 59, 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. •Strategic Advisor, Comcast Corporation (January 2026 to present) •Executive Vice President of Administration of Comcast Corporation (May 2020 to December 2025) •Chief Diversity Officer of Comcast Corporation (December 2019 to October 2020) •Senior Vice President of Administration of Comcast Corporation (2014 to 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 •Chair of the Board of Directors of the Philadelphia Convention and Visitors Bureau •Board of The Philadelphia Orchestra and Ensemble Arts •Former director of Beneficial Bancorp. Inc. (Beneficial) •Former member of the Board of Directors of the Museum of the American Revolution Education: •Bachelor’s degree from Dickinson College •Master’s degree in Organizational Dynamics from the University of Pennsylvania | |
Other Continuing Directors
| WSFS Bank 2026 Proxy Statement | 14 |
Other Continuing Directors
| | Jennifer W. Davis Director since: 2009 Term expires: 2027 | | Michael J. Donahue Director since: 2019 Term expires: 2027 | | Committees: Leadership and Compensation Committee Executive Committee Risk Committee Wealth Management Fiduciary Committee | | Committees: Audit Committee Risk Committee Wealth Management Fiduciary Audit Committee Wealth Management Fiduciary Committee | | | Jennifer W. Davis, 55, served as our Lead Independent Director from 2021 to 2025. Ms. Davis brings human resources, technology, finance, risk management and executive leadership expertise to our Board of Directors from both a local and national perspective. Ms. Davis provides experience with and knowledge of enterprise risk management gained from both her current and past roles with the University of Virginia and George Mason University as well as being well versed in the technology needs of a large organization. •Executive Vice President and Chief Operating Officer at the University of Virginia overseeing the areas of finance, human resources, accounting, treasury, facilities, audit, compliance, enterprise risk management, technology, public safety, and auxiliary services (2018 to present) •Senior Vice President and Chief Financial Officer at George Mason University (2013 to 2018) •Vice President for Finance and Administration of the University of Delaware (2008 to 2013) •Cabinet Secretary-Director of the Office of Management and Budget for the State of Delaware (2005 to 2008) •Budget Director, Deputy Secretary of Education and Associate Secretary of Education for policy and administrative services for the State of Delaware (2002 to 2005) Education: •Bachelor’s degree in Political Science from Pennsylvania State University •Master’s degree in Policy Analysis from Pennsylvania State University | | Michael J. Donahue, 67, 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. Having served on the board of directors for a total of 21 public and private corporations and having spent his entire career serving in the finance and accounting industry, Mr. Donahue provides key insight to and oversight of the Company’s myriad responsibilities as a financial institution. •Principal, Donahue Consulting, Inc. (2015 to present) •Advisor to NewSpring Capital (2015 to present) •Group Executive Vice President and Chief Operating Officer of KPMG Consulting, Inc. following its spin-off led by Mr. Donahue (2000 to 2005) •Managing Partner, Consulting of KPMG Consulting, Inc. (1991 to 2000) Board Service and Memberships: •Independent director of Symphonic (2022 to present) •Former member of the Provost’s Board of Villanova University (2017 to 2025) •Former independent director of Gluware (2021 to 2024) •Former independent director of SiteSpect (2015 to 2025) •Former independent director of Mobiquity (2014 to 2020) •Trustee and then director of Beneficial Bancorp Inc. (2015 to 2019) •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 | |
Other Continuing Directors
| WSFS Bank 2026 Proxy Statement | 15 |
Other Continuing Directors
| | Christopher T. Gheysens Director since: 2017 Lead Independent Director since: 2025 Term expires: 2028 | | Lynn B. McKee Director since: 2022 Term expires: 2027 | | Committees: Audit Committee Executive Committee Governance and Nominating Committee Wealth Management Fiduciary Audit Committee | | Committees: Leadership and Compensation Committee Governance and Nominating Committee | | | Christopher T. Gheysens, 55, brings finance, accounting, auditing, strategic planning, retail operations, board governance, local and national market, and executive leadership expertise to our Board of Directors from his experience with Wawa, Inc., a privately held, $20 billion organization consisting of more than 1,200 company owned and operated convenience stores. Mr. Gheysens has extensive knowledge of retail operations as well as experience with strategic planning, including leading the expansion of the convenience store and gas station’s footprint along the East Coast and Mid-West. •Chairman and Chief Executive Officer of Wawa, Inc. (2024 to present) •Vice-Chair and Chief Executive Officer of Wawa, Inc. (2023 to 2024) •President and Chief Executive Officer of Wawa, Inc. (2013 to 2023) •Chief Financial and Administrative Officer of Wawa, Inc. (2007 to 2012) Board Service and Memberships: •Chairman of the Children’s Hospital of Philadelphia’s Board of Trustees and former member of the Children’s Hospital of Philadelphia Board of Overseers •Former Trustee on Villanova University’s Board of Trustees and former chairperson of the Dean’s Advisory Council for the Villanova School of Business •Former director of the National Association of Convenience Stores (NACS) •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 | | Lynn B. McKee, 70, 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. In addition to her expertise in Human Resources, Ms. McKee brings crisis management, corporate governance, executive leadership, and public company oversight skills. Ms. McKee provides invaluable guidance in the area of leadership and talent acquisition through the vast experience she gained during her over 40-year career with Aramark and the breadth of roles she served in their HR department. Ms. McKee also brings experience acquired having served as a board member of two other public companies. •Retired Executive Vice President, Chief Human Resources Officer for Aramark, a global services management company (2004 to December 2022) •Several key positions for Aramark, including Director of Employee Relations; Vice President, Corporate Human Resources, where she was responsible for executive development and compensation; and Senior Vice President Human Resources, Aramark Global Food, Hospitality and Facility Services (1980 to 2004) •Led Aramark Corporate Communications, Diversity, Equity and Inclusion, Sustainability, Community Relations, Corporate Real Estate and Air and Meeting Services Board Service and Memberships: •Former director of Bryn Mawr Bank Corporation and The Bryn Mawr Trust Company (2013 to 2021) •St. Joseph’s University Board of Trustees (2007 to 2016) •Vestis (formerly known as Aramark Uniform Services) Board of Directors (2023 to present) •Highmark Inc. Board of Directors (2024 to present) Education: •Bachelor’s degree in Accounting from St. Joseph’s University •Master of Business Administration from Drexel University | |
Other Continuing Directors
| WSFS Bank 2026 Proxy Statement | 16 |
Director Non-Qualified Deferred Compensation Plan
Director Non-Qualified Deferred Compensation Plan We offer a non-qualified deferred compensation plan for our Board of Directors. This program allows for retainer and meeting fees to be deferred. It offers pre-tax, voluntary contributions, tax deferred earnings, investment choices and flexible payment options. The plan is solely funded by the participant, and while the Company has discretion to make employer contributions, it has not exercised its discretion to do so for directors. The plan was reviewed and approved by our Leadership and Compensation Committee and our Board of Directors.
Director Compensation Table
Director Compensation Table The compensation paid to directors during 2025 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.
Director Compensation Table
| Directors | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Anat Bird | $89,250(2) | $60,000 | $149,250 | | Francis B. Brake | 101,000 | 60,000 | 161,000 | | Karen Dougherty Buchholz | 90,000 | 60,000 | 150,000 | | Jennifer W. Davis | 98,500(2) | 60,000 | 158,500 | | Michael J. Donahue | 89,250 | 60,000 | 149,250 | | Eleuthère I. du Pont | 97,750 | 60,000 | 157,750 | | Nancy J. Foster | 89,250(2) | 60,000 | 149,250 | | Christopher T. Gheysens | 122,750 | 60,000 | 182,750 | | Michelle Hong(3) | 5,000 | — | 5,000 | | Lynn B. McKee | 75,000 | 60,000 | 135,000 | | David G. Turner | 110,250(2) | 60,000 | 170,250 |
Director Compensation Table
| (1) The aggregate fair value of the award on the date of grant, computed in accordance with Accounting Standards Codification 718 - Compensation - Stock Based Compensation ("ASC Topic 718"). | | (2) Contributed all fees earned in 2025 to the non-qualified deferred compensation plan. | | (3) Ms. Hong joined the Board in December 2025. Amounts reported reflect compensation attributable to Ms. Hong for the portion of the year in which she served on the Board. |
Biographies
Biographies For biographical information regarding Rodger Levenson, see "Other Continuing Directors."
Summary
Summary In 2025, we compensated our executive officers using a combination of base salary and both short-term and long-term incentive awards for their performance. Under the Executive Leadership Team Incentive Plan ("ELTIP"), we award a mix of service-based equity grants, in the form of Restricted Stock Units ("RSUs"), performance-based equity grants, in the form of Performance Stock Units ("PSUs"), as well as cash-based incentives to our executive officers on an annual basis, as described further in this CD&A. We believe that a mix of short-term and long-term award opportunities will appropriately compensate and reward executive officers for both near-term results and for creating long-term sustainability.
How Executive Compensation Decisions Are Made
| MANAGEMENT | COMPENSATION CONSULTANT(1) | STOCKHOLDERS | | • Key roles played by our CEO and our Chief Human Resources Officer; • Assist with executive compensation reviews, incentive program designs, risk assessments of compensation programs; • Focus on competitiveness and alignment of our compensation program with our strategic goals; • Recommend changes to compensation programs where appropriate; and • Recommend pay levels and incentive plan payments for executive officers, except for the CEO.(3) | • Retained solely by the Leadership and Compensation Committee, only provides services specifically authorized by the Leadership and Compensation Committee and reports directly to the committee chair; • Conducts a formal evaluation of our executive compensation program annually; and • Guides on best practices with regard to short term cash incentives, long- term equity awards, and other executive compensation plans, policies and designs. | • Say-on-pay votes conducted annually; • Frequency of say-on-pay votes revisited every six years;(2) • 2025 say-on-pay vote was approved by more than 98% of the shares present in person by participation at the Annual Meeting or represented by proxy and entitled to vote on the proposal; which illustrates our stockholders' support for our approach to executive compensation; and • Informs ongoing executive compensation plan and program design considerations. | | (1) The Leadership and Compensation Committee selected FW Cook as its independent advisor in late 2024. FW Cook does not have a personal or business relationship with any member of the Leadership and Compensation Committee. The Leadership and Compensation Committee assessed the independence of FW Cook in light of SEC rules regarding compensation consultant independence. As part of this assessment, the Leadership and Compensation Committee reviewed FW Cook’s letter addressing factors related to its independence and concluded that the services provided by FW Cook to the Leadership and Compensation Committee do not raise any conflict of interest issues. (2) The next required vote on the frequency of advisory say-on-pay votes will occur during our 2029 Annual Meeting of Stockholders. (3) The CEO does not participate in decisions regarding his compensation. | | |
Elements of Compensation
| Our long-term financial objective is to be a sustainable, high-performing company, and we have designed our compensation practices toward attracting and retaining high-quality Associates and motivating and rewarding them for strong performance and creating alignment with the interests of our stockholders. The components of 2025 executive compensation were base salary, short-term cash incentive awards, long-term equity incentive awards and other benefits. The Leadership and Compensation Committee also has the authority to exercise discretion during the course of the year and consider discretionary bonuses, on a case-by-case basis. The Leadership and Compensation Committee did not approve any discretionary bonuses in 2025. As reflected in the charts below, 80% of our CEO’s target total 2025 compensation was variable or “at risk,” and an average of 64% of our other NEOs’ target total 2025 compensation was variable or “at risk.” We believe the mix of compensation elements paid to our executive officers incentivizes the strong performance needed to meet our objectives. In the following section, we describe these elements of our executive compensation, including how we determine the amounts for each element, why each element is included in our executive compensation program and the actual payments resulting from our pay-for-performance incentive programs. |
Elements of Compensation
| Base Salary and Other Benefits | Variable Compensation (Short-Term Cash Incentives and Long-Term Equity Incentives) | | Purpose: Significant tool for recruiting, motivating, and retaining top talent. | Purpose: Incentivize and compensate executives based on achievement 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 utilized for newly hired executives’ amounts; salary requirements of other candidates being considered; and current compensation levels of peer executives at WSFS. Other Benefits Includes a non-qualified deferred compensation plan, 401(k) contributions, development allowance and minimal perquisites. | ELTIP – Short-Term and Long-Term Incentives Short-Term Incentive ("STI"): Short-term incentive awards are annual, cash-based incentives tied to achievement of financial, strategic, and individual goals that reflect profitable results, strong returns, and sound positioning for future performance. They award opportunities utilizing individual and Company-wide goals. Except for our CEO, 80% of each executive’s STI is based on a Company-wide performance score and 20% is based on individual performance. The CEO’s STI is based entirely on the Company-wide performance score. The Company-wide performance score metrics for the STI in 2025 were Adjusted ROA(1), Adjusted ROTCE(1), Adjusted EPS(1), and Strategic Performance, each weighted equally at 25% of the Company-wide performance score. The Strategic Metric was based on results of Associate engagement and Company culture, community impact as measured through corporate volunteer hours and executive management's leadership and direction during the rollout of the 2025-2027 strategic plan. Our intent is that management interests with respect to earning annual incentives are aligned with shareholder interests. Annual short-term incentives under the ELTIP are usually granted as a cash award as a percentage of the executive officer’s base salary based on threshold, target and maximum performance targets set by the Leadership and Compensation Committee, but may be granted as equity awards. Long-Term Incentive ("LTI"): Long-term incentive awards consist of RSUs and PSUs whose ultimate value is tied directly to share price experienced by our shareholders. Vesting and performance requirements emphasize a strategic, multi-year perspective and achievement of competitive results versus the marketplace. RSUs are in the form of restricted stock units that generally vest in equal installments over three years. PSUs vest according to performance as measured by the Leadership and Compensation Committee at the end of a 3-year period based on the Company’s cumulative Adjusted ROA(1) performance relative to the KBW Nasdaq Regional Bank Index (KRX) for the same period. Our intent is that management’s long-term interests with respect to earning and vesting shares are aligned with the long-term interests of our shareholders. |
Short-Term Cash Incentive Compensation Determination Process
Short-Term Cash Incentive Compensation Determination Process
Short-Term Cash Incentive Compensation Determination Process
| Company-wide Performance Goals | Annually, the Leadership and Compensation Committee reviews our metrics and establishes Company-wide targets on the chosen metrics. In selecting the metrics, the Leadership 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. 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 Leadership and Compensation Committee has discretion to modify awards, including downward if appropriate. Examples of potential events or factors that Leadership and Compensation Committee may consider in reducing or eliminating awards include but are not limited to: downgrading of the Bank’s regulatory examination results, imposition of regulatory enforcement actions, or excessive non-performing assets. | | Individual Performance Goals | Annually, each executive officer (other than the CEO, whose short-term incentive award is based solely on company-wide performance) develops individual performance goals for the year consistent with that year’s financial plan, the current three-year strategic plan, and their personal professional growth. Through an iterative, collaborative process, the executive officers and the CEO agree to the final individual performance goals. Individual performance goals are tailored to each executive officer’s function and particular area of responsibility, and may cover a wide variety of performance measures, including, but not limited to, financial performance, customer engagement, operational milestones, and other matters. | | Weighting the Goals | Subject to final approval by our Board of Directors, the Leadership 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 Leadership and Compensation Committee and at the final discretion of the Board of Directors. Weighting percentage for short-term cash incentives is 80% for Company-wide performance and 20% for individual performance determined by measures and objectives established in discussion with the CEO. The CEO's performance is based completely on the Company-wide performance. The Leadership 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. |
Short-Term Cash Incentive Compensation Determination Process
| WSFS Bank 2026 Proxy Statement | 37 |
Peer Group
Peer Group Periodically, the Leadership and Compensation Committee engages its third-party compensation consultant to conduct a formal review of our executive compensation program. The Leadership and Compensation Committee requests these reviews to assess competitive compensation levels for Executive Leadership and the alignment of base compensation, incentives, and equity awards with our compensation philosophy. As part of this process, the Leadership and Compensation Committee reviews the programs and practices of a custom CPG, in addition to other relevant market compensation data sources. In selecting comparable companies for inclusion in the CPG, we consider a number of factors including SEC-reporting status, listing on a major stock exchange, and location; along with measures of company size including total assets, revenues, market capitalization, size of workforce, etc. Our intent is that WSFS rank near the middle of the peer group when multiple size factors are considered. We update our CPG as an integral step in conducting formal reviews of marketplace compensation levels and practices. Based on data obtained from S&P Global, our ending assets were below the 50th percentile of the CPG; while our revenues, market capitalization, and workforce size all ranked at or above the 50th percentile. We also note that our reported return on assets of 1.36% ranked at 75th percentile of companies in the CPG, which supports our long-term top-quintile performance philosophy. Listed below are members of our 2025 CPG along with individual company data. Results shown in the table below are as of December 31, 2025. Results shown in the table below are as of December 31, 2025, unless indicated otherwise in the accompanying footnotes.
Peer Group
| Rank | Company Name | Ticker | State | Total Assets($mm)(1) | Return on Assets (%)(1) | | 1 | Commerce Bancshares, Inc. | CBSH | MO | 32,915 | 1.76 | | 2 | Ameris Bancorp | ABCB | GA | 27,516 | 1.53 | | 3 | United Bankshares, Inc. | UBSI | WV | 33,660 | 1.46 | | 4 | Hancock Whitney Corporation | HWC | MS | 35,473 | 1.38 | | 5 | Cathay General Bancorp | CATY | CA | 24,230 | 1.33 | | 6 | Fulton Financial Corporation | FULT | PA | 32,118 | 1.22 | | 7 | Provident Financial Services, Inc. | PFS | NJ | 24,981 | 1.19 | | 8 | UMB Financial Corporation | UMBF | MO | 73,094 | 1.14 | | 9 | Associated Banc-Corp | ASB | WI | 45,203 | 1.08 | | 10 | Customers Bancorp, Inc | CUBI | PA | 24,896 | 0.95 | | 11 | Independent Bank Corp. | INDB | MA | 24,913 | 0.93 | | 12 | TowneBank | TOWN | VA | 19,687 | 0.93 | | 13 | Berkshire Hills Bancorp, Inc(2) | BHLB | MA | 12,035 | 0.92 | | 14 | Atlantic Union Bankshares Corp. | AUB | VA | 37,586 | 0.88 | | 15 | Pacific Premier Bancorp, Inc.(2) | PPBI | CA | 17,783 | 0.76 | | 16 | OceanFirst Financial Corp | OCFC | NJ | 14,564 | 0.51 | | 17 | Sandy Spring Bancorp, Inc(2) | SASR | MD | 14127 | 0.14 | | 18 | Simmons First National Corporation | SFNC | AR | 24,541 | (1.55) | | | Average | | | 28,851 | 0.92 | | | 25th Percentile | | | 19,211 | 0.85 | | | 50th Percentile | | | 24,947 | 1.01 | | | 75th Percentile | | | 34,113 | 1.34 | | | WSFS Financial Corporation | WSFS | DE | 21,314 | 1.36 | | | Percentile Rank | | | 30th | 75th |
Peer Group
| (1) Financial data is provided by S&P Global Market Intelligence database. | | (2) Peer was acquired during 2025. Financial data presented is as of the last public filing prior to acquisition. |
Peer Group
| WSFS Bank 2026 Proxy Statement | 38 |
Executive Leadership Team Incentive Plan
Executive Leadership Team Incentive Plan Under the ELTIP for 2025, our executives were eligible for both short-term cash incentive awards and long-term equity incentive awards in the form of time-vested RSUs and performance-based PSUs.
2025 ELTIP Determination Process — Short-Term Incentives
2025 ELTIP Determination Process — Short-Term Incentives We designed the short-term cash portion of the ELTIP to reward executives for excellence in performance on key financial and strategic metrics determined by our Board of Directors and the Leadership and Compensation Committee. The Leadership and Compensation Committee selected Adjusted ROA, Adjusted ROTCE, Adjusted EPS, and a Strategic Performance metric as the Company-wide performance measures for the short-term cash incentive awards under the ELTIP for 2025. All three financial measures are non-GAAP financial measures and may not be comparable to similar non-GAAP financial measures used by other companies. All three financial measures were also subject to adjustment based on the quality of earnings review described below. For the Strategic Performance metric, the Leadership and Compensation Committee identified and evaluated Associate engagement and Company culture, community impact and executive management's direction and leadership rolling out the 2025-2027 strategic plan. For individual performance and contribution, our CEO collaborates with and sets individual performance goals for our Executive Vice Presidents who form part of our Executive Leadership Team (each, an "EVP") which include specific operational and performance metrics pertinent to each EVP’s area of responsibility. Examples of these individual performance goals are asset quality metrics, service level agreement performance, area specific growth initiatives and strategic planning. Our ELTIP design also incorporates the following: •A “quality of earnings review” used to consider adjustments from GAAP reported earnings to ELTIP earnings; •Award opportunities based on specified percentages of base salary for threshold, target, and maximum achievement by executive officers; and •A proportional approach (interpolation) used to calculate incentive payouts for the performance results that fall between threshold, target and maximum levels.
2025 ELTIP Determination Process — Short-Term Incentives
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Short-Term Cash Incentive Performance Targets
Short-Term Cash Incentive Performance Targets The following table shows our 2025 performance metrics under the ELTIP.
Short-Term Cash Incentive Performance Targets
| Short-Term Incentive Company Score(1) | Threshold | Target | Maximum | Weighting | | Adjusted ROA | 0.99% | 1.24% | 1.36% | 25% | | Adjusted ROTCE | 12.40% | 15.50% | 17.05% | 25% | | Adjusted EPS | $3.62 | $4.52 | $4.97 | 25% | | Strategic Performance | | | | 25% |
Short-Term Cash Incentive Performance Targets
| (1) Threshold, Target, and Maximum performance goals are evaluated and based on our Quality of Earnings approach when setting each goal and when comparing against the publicly available financials of our peer group ("KRX"). |
Short-Term Cash Incentive Performance Targets
For 2025, the table below reflects the target values of each of our NEO’s short-term cash incentive award under the ELTIP as a percent of base salary. Payment of short-term cash incentive awards under the ELTIP occurs no later than March 15th of the year following the performance period.
Short-Term Cash Incentive Performance Targets
| Name | Threshold | Target | Maximum | | Rodger Levenson | 55% | 110% | 165% | | David Burg | 33% | 66% | 100% | | Arthur J. Bacci | 33% | 66% | 100% | | Lisa Brubaker | 33% | 66% | 100% | | Shari Kruzinski | 33% | 66% | 100% |
2025 ELTIP STI Performance Metrics(1)
2025 ELTIP STI Performance Metrics(1)
2025 ELTIP STI Performance Metrics(1)
| Goals(2) | Threshold | Target | Maximum | WSFS Results | Result | | Adjusted ROA | 0.99% | 1.24% | 1.36% | 1.39% | Maximum | | Adjusted ROTCE | 12.40% | 15.50% | 17.05% | 17.96% | Maximum | | Adjusted EPS | $3.62 | $4.52 | $4.97 | $5.21 | Maximum | | Strategic Performance | | See description below | | | Target+ | | | | | | Aggregate Result | Target+ |
2025 ELTIP STI Performance Metrics(1)
| (1) Threshold, Target, and Maximum performance goals are evaluated and based on our quality of earnings approach when setting each goal and when comparing against the publicly available financials of our peer group ("KRX"). | | (2) Adjusted ROA, Adjusted ROTCE and Adjusted EPS are non-GAAP financial measures and should be considered along with results prepared in accordance with GAAP, and not as a substitute for GAAP results. Additional details can be found in “Appendix A – Non-GAAP Reconciliations.” |
Strategic Performance
| | Base | STI Target | | STI Payout (1) | | | Name | Salary | % of Salary | $ Value | % of Target | $ Value | | Rodger Levenson | $1,009,400 | 110% | $1,110,340 | 140% | $1,550,312 | | David Burg | 582,188 | 66% | 384,244 | 137% | 527,160 | | Arthur J. Bacci | 614,910 | 66% | 405,841 | 135% | 548,844 | | Lisa Brubaker | 430,560 | 66% | 284,170 | 136% | 386,057 | | Shari Kruzinski | 414,060 | 66% | 273,280 | 133% | 362,534 |
Long-Term Equity Incentive Award
Long-Term Equity Incentive Award Long-term incentive equity is awarded to the CEO and other NEOs in the form of RSUs and PSUs with a 40% and 60% split, respectively, assuming that PSUs are ultimately earned for 50th percentile performance ranking as described below. At target, the grant date value of awards equal to a percent of base salary is 190% of salary for the CEO and 70% of salary for other NEOs. The CEO and other NEOs were awarded RSUs and PSUs based on the calculations described below. In addition, PSUs were granted at the target level based on the calculations described below, and subject to adjustments based on performance over the three-year performance period.
Long-Term Equity Incentive Award
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RSU Grant Details
RSU Grant Details RSUs are generally granted with the grant date value equal to a percent of base salary divided by the share price on the grant date. The grant date value equals 76% of salary for the CEO and 28% of salary for other NEOs. RSUs vest in equal annual installments generally over three years.
PSU Grant Details
PSU Grant Details The maximum number of PSUs that can be earned by the CEO and other NEOs is 200% of their target grant. For NEOs, the calculation is based on 84% of the salary of each NEO. Actual PSUs earned for the three-year performance period ending December 31, 2027 are based on the Company’s cumulative Adjusted ROA. The Company’s results are compared to the performance of companies in the KRX index to determine our percentile ranking. If the Company’s performance ranking is at the 25th, 50th, 75th or 100th percentiles, grantees will receive 50%, 100%, 150% or 200% of their target PSUs, respectively. If performance ranks below the 25th percentile, no PSUs are earned. Interpolation is used to determine the number of PSUs earned for a ranking between the 25th and 100th percentiles. Earned PSUs are also subject to cliff-vesting at the end of the performance period. The below table reflects the NEO’s long-term equity incentive opportunity under the ELTIP as a percent of his or her base salary.
PSU Grant Details
| Name | RSU Grant Date Value as Percent of Salary | | | | | | 76% | | | | | | PSU Grant Date Value as Percent of Salary | | | | | | 57% | 114% | 171% | 228% | | Rodger Levenson | 25th Percentile Performance Ranking | 50th Percentile Performance Ranking | 75th Percentile Performance Ranking | 100th Percentile Performance Ranking |
PSU Grant Details
| Name | RSU Grant Date Value as Percent of Salary | | | | | | 28% | | | | | | PSU Grant Date Value as Percent of Salary | | | | | | 21% | 42% | 63% | 84% | | David Burg | 25th Percentile Performance Ranking | 50th Percentile Performance Ranking | 75th Percentile Performance Ranking | 100th Percentile Performance Ranking | | Arthur J. Bacci | | | | | | Lisa Brubaker | | | | | | Shari Kruzinski | | | | |
2023 PSU Awards Performance Results
2023 PSU Awards Performance Results In February 2023, we issued the 2023 PSU Awards based upon a three-year performance period that concluded on December 31, 2025. These awards were measured using the Company’s cumulative Adjusted ROA as a percentile of the KRX Index. The below table reflects the earned amount of the 2023 PSU Awards at the 76th percentile, or a Target+ rating.
2023 PSU Awards Performance Results
| Name | Target # of Shares or Units of Stocks Granted | # of Shares or Units of Stocks Earned (Target+) | | Rodger Levenson | 20,557 | 31,245 | | David Burg | — | — | | Arthur J. Bacci | 3,534 | 5,370 | | Lisa Brubaker | 3,398 | 5,165 | | Shari Kruzinski | 3,297 | 5,011 |
2023 PSU Awards Performance Results
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Employment Agreements
Employment Agreements Because of our corporate philosophy which emphasizes commitment based on performance, we do not have employment agreements for our NEOs. We have a formal severance policy for our Chief Executive Officer, the Executive Vice Presidents who report to him, and other individuals who serve critical roles as identified by the CEO and approved by the Leadership and Compensation Committee, 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.”
Employment Agreements
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Tax Considerations Related to Our Executive Compensation
Tax Considerations Related to Our Executive Compensation Section 280G of the Code ("Code Section 280G") limits our ability to take a federal income tax deduction for certain compensation that could be paid to executive officers resulting from a change in control transaction affecting us. In the event we pay any “excess parachute payments,” as defined under Code Section 280G, we would have compensation payments that are not tax deductible under Code Section 280G and executives would have excise taxes due on the receipt of such “excess parachute payments” under Section 4999 of the Code ("Code Section 4999"). The Leadership 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.
Summary Compensation Table (SCT)
Summary Compensation Table (SCT)
Summary Compensation Table (SCT)
| Name and Principal Position | Year(1) | Salary(2) | Bonus(3) | Stock Awards(4) | Non-Equity Incentive Plan Compensation(5) | All Other Compensation(6) | Total | | Rodger Levenson | 2025 | $1,004,500 | $— | $2,562,293 | $1,550,312 | $56,155 | $5,173,260 | | Chairman, President and | 2024 | 966,001 | — | 2,375,961 | 1,245,090 | 57,035 | 4,644,087 | | Chief Executive Officer | 2023 | 891,668 | — | 2,049,748 | 872,256 | 45,470 | 3,859,142 | | David Burg | 2025 | 580,990 | 300,000 | 544,545 | 527,160 | 52,006 | 2,004,701 | | Executive Vice President and | 2024 | 217,803 | 275,000 | 1,752,645 | 379,500 | 97,713 | 2,722,661 | | Chief Financial Officer | 2023 | — | — | — | — | — | — | | Arthur J. Bacci | 2025 | 611,925 | — | 575,137 | 548,844 | 41,461 | 1,777,367 | | Executive Vice President and | 2024 | 494,906 | 97,500 | 384,983 | 448,419 | 40,350 | 1,466,158 | | Chief Operating Officer | 2023 | 416,102 | 104,000 | 352,346 | 261,869 | 37,761 | 1,172,077 | | Lisa Brubaker | 2025 | 427,800 | — | 402,692 | 386,057 | 33,688 | 1,250,237 | | Executive Vice President and | 2024 | 412,000 | 103,500 | 369,807 | 314,623 | 29,505 | 1,229,435 | | Chief Human Resources Officer | 2023 | 400,000 | — | 451,358 | 247,471 | 22,219 | 1,121,048 | | Shari Kruzinski | 2025 | 412,051 | — | 387,328 | 362,534 | 41,445 | 1,203,358 | | Executive Vice President and | 2024 | 400,000 | 15,000 | 359,124 | 304,137 | 43,850 | 1,122,111 | | Chief Consumer Banking Officer | 2023 | — | — | — | — | — | — |
Summary Compensation Table (SCT)
| (1) The compensation does not appear in the table above as they were not NEOs during the following years: Ms. Kruzinski, 2023; Mr. Burg, 2023. | | (2) Salary reflects the actual amount paid during the year. | | (3) The bonus amounts include the following one-time payments in 2025 for discretionary reasons: Mr. Burg received $300,000 in 2025, which represents the remainder of his agreed-upon sign-on bonus. | | (4) Represents the aggregate fair value of awards on the date they were granted in accordance with ASC Topic 718. See the Notes to the Consolidated Financial Statements included in our 2025 Annual Report on Form 10-K for the assumptions used to calculate grant date fair value. Amounts in this column include the aggregate grant date fair value of RSUs and PSUs granted in February 2025. Values from the RSUs were as follows: Mr. Levenson $767,154; Mr. Burg, $163,038; Mr. Bacci, $172,184; Ms. Brubaker, $120,566; and Ms. Kruzinski, $115,966. Values from PSUs reflect the grant date value of PSUs awarded in 2025 based on the probable outcome of the associated performance conditions. This amount is calculated consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC Topic 718 (excluding the effect of estimated forfeitures). The calculation results in amounts greater than the target award value under the ELTIP. Based on the closing price of WSFS common stock on the grant date of $53.49 on February 27, 2025, the target award value for PSUs awarded were as follows: Mr. Levenson, $1,150,730; Mr. Burg, $244,556; Mr. Bacci, $258,303; Ms. Brubaker, $180,850; and Ms. Kruzinski, $173,949. If valued assuming a maximum payout, the value of the awards would be: Mr. Levenson, $2,301,460; Mr. Burg, $489,112; Mr. Bacci, $516,606; Ms. Brubaker, $361,700; and Ms. Kruzinski, $347,898. | | (5) Represents cash amounts paid as ELTIP short-term incentive awards. | | (6) All Other Compensation includes contributions of $17,500 made by us to the 401(k) plans of each of our NEOs. Includes development allowances for each NEO as follows: Mr. Levenson, $32,655; Mr. Burg, $4,449; Mr. Bacci, $12,500; Ms. Brubaker, $4,757; and Ms. Kruzinski, $12,500. Also includes recognition awards in the form of gift cards provided to NEOs in 2025 in the following amounts: $1,335 for Mr. Burg; $1,361 for Mr. Bacci; $1,331 for Ms. Brubaker; and $1,345 for Ms. Kruzinski. Includes automobile allowance and travel stipends for each NEO as follows: Mr. Levenson $6,000; Messrs. Burg, Bacci and Mses. Brubaker and Kruzinski, $10,100. Includes $18,622 of relocation expenses for Mr. Burg. Health benefits paid directly by the Company are not included in the table above. |
Summary Compensation Table (SCT)
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Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table presents information regarding grants of non-equity and equity plan-based awards to our NEOs during 2025. Such awards consist of both RSUs and PSUs. The RSU grants generally vest equally over three years. Except where otherwise indicated PSUs have a grant date fair value of $53.49, which is equal to the closing stock price of WSFS common stock at the grant date of February 27, 2025. The PSUs vest at the end of a three-year performance period.
Grants of Plan-Based Awards
| | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($) (1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards (#) (1) | | | RSU Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards ($) (2)(3) | | Name | | Threshold | Target | Maximum | 25th (Threshold) | 50th (Target) | 100th (Max) | | | | Rodger Levenson | | | | | | | | | | | 2025 Cash Incentive Award | | $539,000 | $1,078,000 | $1,617,000 | — | — | — | — | — | | 2025 RSU Awards | 2/27/2025 | — | — | — | — | — | — | 14,342 | $767,154 | | 2025 PSU Awards | 2/27/2025 | — | — | — | 10,756 | 21,513 | 43,025 | — | 1,795,139 | | David Burg | | | | | | | | | | | 2025 Cash Incentive Award | | $189,750 | $379,500 | $575,000 | — | — | — | — | — | | 2025 RSU Awards | 2/27/2025 | | | | — | — | — | 3,048 | 163,038 | | 2025 PSU Awards | 2/27/2025 | — | — | — | 2,286 | 4,572 | 9,143 | — | 381,508 | | Arthur J. Bacci | | | | | | | | | | | 2025 Cash Incentive Award | | $197,010 | $394,020 | $597,000 | — | — | — | — | — | | 2025 RSU Awards | 2/27/2025 | — | — | — | — | — | — | 3,219 | $172,184 | | 2025 PSU Awards | 2/27/2025 | — | — | — | 2,414 | 4,829 | 9,656 | — | 402,953 | | Lisa M. Brubaker | | | | | | | | | | | 2025 Cash Incentive Award | | $136,620 | $273,240 | $414,000 | — | — | — | — | — | | 2025 RSU Awards | 2/27/2025 | — | — | — | — | — | — | 2,254 | $120,566 | | 2025 PSU Awards | 2/27/2025 | — | — | — | 1,690 | 3,381 | 6,761 | — | 282,126 | | Shari Kruzinski | | | | | | | | | | | 2025 Cash Incentive Award | | $132,660 | $265,320 | $402,000 | — | — | — | — | — | | 2025 RSU Awards | 2/27/2025 | — | — | — | — | — | — | 2,168 | $115,966 | | 2025 PSU Awards | 2/27/2025 | — | — | — | 1,626 | 3,252 | 6,502 | — | 271,361 |
Grants of Plan-Based Awards
| (1) Represents the 2025 dollar value or stock units of awards under the annual incentive component of the ELTIP. Actual cash incentive amounts paid for 2025 are included in the “Non-Equity Incentive Plan Compensation” column of the SCT. | | (2) See Note 16 to the Notes to the Consolidated Financial Statements included in our 2025 Annual Report on Form 10-K for the assumptions made in calculating the grant date fair value of stock and options awards. | | (3) PSU award amounts computed are as the probable value at the date of grant. |
Grants of Plan-Based Awards
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Outstanding Equity Awards Value at Year-End
Outstanding Equity Awards Value at Year-End The following table shows the number and exercise price of all unexercised stock options held by NEOs as of December 31, 2025, as well as shares of unvested RSUs and PSUs owned by the NEOs. The option awards are listed in order of grant date. These awards are subject to our clawback provision affecting our NEOs.
Outstanding Equity Awards Value at Year-End
| | | Outstanding Equity Awards at Fiscal Year-End 2025 | | | | | | | | | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Year | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Not Exercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Share or Units of Stock That Have Not Vested(1) | Equity Incentive Plan Awards: | | | | | | | | | | | Number of Unearned Shares, Units or Other Rights That have Not Vested(3) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) | | Rodger Levenson | 2019 | 12,991 | — | 43.28 | 2/28/2026 | | | | | | | 2020 | 34,740 | — | 36.11 | 2/27/2027 | | | | | | | 2021 | 27,730 | — | 51.84 | 3/3/2028 | | | | | | | 2022 | | | | | 4,622(4) | $255,319 | | | | | 2023 | | | | | 31,245(2) | 1,725,974 | | | | | 2023 | | | | | 4,569(4) | 252,392 | | | | | 2024 | | | | | 11,714(4) | 647,081 | 52,711 | $2,911,756 | | | 2025 | | | | | 14,342(4) | 792,252 | 43,026 | 2,376,756 | | David Burg | 2024 | | | | | 15,820(5) | 873,897 | 11,395 | 629,460 | | | 2025 | | | | | 3,048(5) | 168,372 | 9,144 | 505,115 | | Arthur J. Bacci | 2020 | 59 | — | 36.11 | 2/27/2027 | | | | | | | 2021 | 1,946 | — | 51.84 | 3/3/2028 | | | | | | | 2022 | | | | | 1,298(6) | 71,702 | | | | | 2023 | | | | | 786(6) | 43,419 | | | | | 2023 | | | | | 5,370(2) | 296,639 | | | | | 2024 | | | | | 1,898(6) | 104,846 | 8,541 | 471,805 | | | 2025 | | | | | 3,219(6) | 177,818 | 9,658 | 533,508 | | Lisa M. Brubaker | 2019 | 6,809 | — | 43.28 | 2/28/2026 | | | | | | | 2020 | 9,793 | — | 36.11 | 2/27/2027 | | | | | | | 2021 | 7,267 | — | 51.84 | 3/3/2028 | | | | | | | 2022 | | | | | 1,266(7) | 69,934 | | | | | 2023 | | | | | 5,165(2) | 285,315 | | | | | 2023 | | | | | 1,578(7) | 87,168 | | | | | 2024 | | | | | 1,824(7) | 100,758 | 8,204 | 453,189 | | | 2025 | | | | | 2,254(7) | 124,511 | 6,762 | 373,533 | | Shari Kruzinski | 2022 | | | | | 1,055(8) | 58,278 | | | | | 2023 | | | | | 733(8) | 40,491 | | | | | 2023 | | | | | 5,011(2) | 276,808 | | | | | 2024 | | | | | 1,771(8) | 97,830 | 7,967 | 440,097 | | | 2025 | | | | | 2,168(8) | 119,760 | 6,504 | 359,281 |
Outstanding Equity Awards Value at Year-End
| (1) Reflects the number of units granted multiplied by $55.24, the closing price of our common stock on December 31, 2025. | | (2) Represents the actual number of PSUs that were earned based on satisfaction of the associated performance criteria for the performance period ended December 31, 2025 that will vest on February 27, 2026. | | (3) PSUs granted February 29, 2024 and February 27, 2025 are shown at maximum value as of 12/31/2025. The total actual number of shares to be earned will be determined at the end of the applicable performance period. | | (4) RSUs vest on the following dates: 19,828 on 4/15/2026, 10,638 on 4/15/2027 and 4,781 on 4/15/2028. RSUs generally vest in equal installments over three years beginning with 2023 grant year. | | (5) RSUs vest on the following dates: 1,016 on 4/15/2026, 11,865 on 8/15/2026, 1,016 on 4/15/2027 and 3,955 on 8/15/2027 and 1,016 on 4/15/2028. RSUs generally vest in equal installments over three years beginning with 2023 grant year. | | (6) RSUs vest on the following dates: 4,106 on 4/15/2026, 2,022 on 4/15/2027 and 1,073 on 4/15/2028. RSUs generally vest in equal installments over three years beginning with 2023 grant year. | | (7) RSUs vest on the following dates: 2,022 on 4/15/2026, 822 on 12/18/2026, 1,663 on 4/15/2027 and 752 on 4/15/2028. RSUs generally vest in equal installments over three years beginning with 2023 grant year. | | (8) RSUs vest on the following dates: 3,395 on 4/15/2026, 1,609 on 4/15/2027, and 723 on 4/15/2028. RSUs generally vest in equal installments over three years beginning with 2023 grant year. |
Outstanding Equity Awards Value at Year-End
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Option Exercises and Stock Vested During 2025
Option Exercises and Stock Vested During 2025 The following table shows the number of options exercised, PSUs vested, and RSUs vested by the NEOs during the fiscal year ended December 31, 2025.
Option Exercises and Stock Vested During 2025
| | Option Awards | | Stock Awards(1) | | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized On Exercise | Number of PSUs Acquired on Vesting (#) | Number of RSUs Acquired on Vesting (#) | Total PSU and RSU Value Realized on Vesting(2) | | Rodger Levenson | 7,396 | $50,301 | 31,122 | 21,754 | $2,714,159 | | David Burg | — | — | — | 11,865 | 654,117 | | Arthur J. Bacci | — | — | 5,385 | 4,682 | 514,207 | | Lisa M. Brubaker | — | — | 5,173 | 5,224 | 536,596 | | Shari Kruzinski | — | — | 4,775 | 3,554 | 426,297 |
Option Exercises and Stock Vested During 2025
| (1) Amounts reflected represent various PSU and RSU awards vested during 2025. The number of shares reported as acquired is the full number of RSUs or PSUs vested, not the net number of shares received after withholding shares for satisfaction of taxes. | | (2) Amounts represent sum of (i) the number of shares released on February 27, 2025 in respect of the 2022 PSU awards multiplied by the closing market price of our Common Stock on February 27, 2025, $53.49 and (ii) the number of shares released in respect of RSUs multiplied by the closing market price of the vesting dates. |
Executive Non-Qualified Deferred Compensation
Executive Non-Qualified Deferred Compensation
Potential Payments upon Termination or Change in
Potential Payments upon Termination or Change in
Control
| We have adopted a severance policy that provides severance payments upon termination of employment without “Cause” for “Good Reason” (as each term is defined in the policy) for an executive (which includes all of our NEOs) covered by the severance policy. Eligibility for severance benefits is subject to the terms and conditions of the WSFS Executive Severance Policy, and the amount of severance benefits that may be due depends on whether the qualifying termination of employment occurs in connection with a Change in Control. Non-Change in Control Termination under Severance Policy Executive officers covered by this policy who incur a qualifying termination that is not a Change of Control Termination (described below) are entitled to be paid eighteen months of base salary (twenty-four months for the CEO), the value of employer-portion of premiums for coverage under the WSFS health plan and dental plan for eighteen months (twenty-four months for the CEO), and outplacement benefits commensurate with the executive’s level. Change in Control Termination under Severance Policy Executive officers covered by this policy who incur a qualifying termination within twenty-four months following a change in control (a "Change of Control Termination") are entitled to be paid two times (three times for the CEO) the sum of the executive’s base salary and the amount of the most-recently earned bonus, the value of employer-portion of premiums for coverage under the WSFS health plan and dental plan for twenty-four months (thirty-six months for the CEO), and outplacement benefits commensurate with the executive’s level. If it is determined that the any of the preceding payments would be subject to the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, then the change in control payment would be reduced to greatest amount that would not be subject to the excise tax if, after taking into account applicable federal, state, local and foreign income and employment taxes, the excise tax, and any other applicable taxes, the executive would retain a greater amount on an after-tax basis following such reduction. | Treatment Under Equity Awards In the event of an executive’s death, disability, or a Change of Control Termination, all outstanding RSUs would vest in full. For unvested PSUs, upon death or disability of an executive, the PSUs are eligible to continue to vest and would be paid out at the same time as then-employed participants at an amount based on actual final performance results. PSUs also have a double trigger which, should it occur, would allow them to be paid out at the maximum value. Total Payments Due Upon Termination of Employment The table on the following page shows the payments that our NEOs would have received upon termination of their employment on December 31, 2025, under the circumstances shown. |
CEO Pay Ratio
CEO Pay Ratio The CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We determined our 2023 median employee (our “2023 Median Employee”) from our employee population on December 31, 2023. SEC rules allow a company to use the same median employee for three consecutive fiscal years. Accordingly, we have used our 2023 Median Employee for purposes of determining our 2025 pay ratio, as there has been no change in our employee population or employee compensation arrangements that we reasonably believe would significantly impact our pay ratio disclosure. To identify our 2023 Median Employee, we used a measure of total cash compensation defined as the sum of base salary/annual hourly pay, bonus, incentive, commission, overtime, and other disbursements (e.g., payment for Saturday work) as reflected in our payroll records. We believe this is a reasonable measure of total compensation and consistent with prior years’ methodology for selecting our median Associate. To calculate the 2025 ratio of compensation of our median Associate to that of Mr. Levenson, we calculated the median Associate’s annual total compensation consistent with the calculation of Mr. Levenson’s annual total compensation as reported in the “Total” column of our 2025 SCT plus Mr. Levenson’s health care benefits paid by the Company. The median Associate’s annual total compensation includes total cash compensation described above plus the amount of such Associate’s health care benefits paid by the Company, if elected and the company matching contributions to participants in our Section 401(k) employee savings plan. The annual total compensation for the median Associate was $123,762. Mr. Levenson’s total compensation (including benefits) was $5,188,746. The ratio of Mr. Levenson’s annual total compensation to the annual total compensation of the identified median Associate at December 31, 2025 was approximately 42 to 1.
CEO Pay Ratio
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Pay versus Performance
Pay versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. “Compensation Actually Paid” ("CAP") is calculated in accordance with SEC rules and does not reflect the actual amount of compensation earned or paid during the applicable year. For information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to our “Compensation Discussion and Analysis.”
Pay versus Performance Table
Pay versus Performance Table In accordance with SEC reporting rules, the table below reports the SCT total compensation and CAP for our Principal Executive Officer ("CEO") and, on average, our non-CEO NEOs, our Total Shareholder Return ("TSR") and the TSR of our selected peer group ("KRX"), our reported Net Income, and our Adjusted ROA, which represents our Company Selected Measure ("CSM"), each for the past five fiscal years.
Pay versus Performance Table
| | | | | | Year-end Value of $100 invested on 12/31/2020 Based on: | | | | | Year | SCT Total for CEO(1) $ | CAP to CEO(2) $ | Average SCT Total for Non-CEO NEOs(1) $ | Average CAP to Non-CEO NEOs(2) $ | WSFS TSR(3) $ | Peer Group TSR(4) $ | WSFS GAAP Net Income (in millions) $ | WSFS Adjusted ROA(5) % | | 2025 | $5,173,260 | $5,376,276 | $1,558,916 | $1,610,667 | $131.03 | $152.74 | $287.3 | 1.39% | | 2024 | 4,644,087 | 6,186,062 | 1,639,940 | 1,884,875 | 124.51 | 143.42 | 263.7 | 1.26% | | 2023 | 3,859,142 | 2,842,594 | 1,086,806 | 629,363 | 106.30 | 126.69 | 269.2 | 1.38% | | 2022 | 4,658,471 | 4,642,876 | 1,452,394 | 1,375,931 | 103.34 | 127.19 | 222.4 | 1.40% | | 2021 | 3,386,092 | 3,690,966 | 1,373,560 | 1,400,192 | 112.86 | 136.65 | 271.4 | 1.86% |
Pay versus Performance Table
(1)Our Principal Executive Officer was Mr. Rodger Levenson, who served as our CEO for all five years covered in the table. For 2021, our non-CEO NEOs were Ms. Peggy Eddens, Mr. Dominic Canuso, Mr. Steve Clark, and Mr. Michael Reed. For 2022, our non-CEO NEOs were Mr. Dominic Canuso, Mr. Steve Clark, Mr. Arthur Bacci, and Mr. Richard Wright. For 2023, our non-CEO NEO’s were Mr. Dominic C. Canuso, Mr. Steve Clark, Mr. Arthur Bacci, Ms. Lisa Brubaker, and Mr. Patrick Ward. For 2024, our non-CEO NEO’s were Mr. David Burg, Mr. Steve Clark, Mr. Arthur Bacci, Ms. Lisa Brubaker, and Ms. Shari Kruzinski. For 2025, our non-CEO NEO’s were Mr. David Burg, Mr. Arthur Bacci, Ms. Lisa Brubaker, and Ms. Shari Kruzinski. The dollar amounts reported are total compensation in the SCT for the CEO and the average for non-CEO NEOs for each reported fiscal year. (2)The dollar amounts reported represent CAP, as calculated in accordance with SEC rules for the CEO and the average for non-CEO NEOs for each reported year. These dollar amounts do not reflect actual amounts of compensation paid during the covered year, but reflect adjustments to SCT data for (i) the year-end fair values of unvested equity awards granted in the current year, (ii) the year-over-year difference of year-end fair values for unvested awards granted in prior years, (iii) the fair values at vest date for awards granted and vested in the current year and (iv) the difference between prior year-end fair values and vest date fair values for awards granted in prior years. (3)Reflects the cumulative TSR of WSFS over the five-year period. The reporting is based on a theoretical $100 invested on the last day of 2020 and valued as of the last trading day of 2021, 2022, 2023, 2024, and 2025. (4)Reflects the cumulative TSR of the KRX, weighted according to the member companies’ market capitalization for each period for which the return is indicated. The KRX is the peer group used by WSFS for purposes of Item 201(e) of Regulation S-K under the Exchange Act in our Annual Report on Form 10-K for the year ended December 31, 2025. (5)Adjusted ROA is the non-GAAP measure that divides (i) Adjusted Net Income (non-GAAP) attributable to WSFS by (ii) average assets for the applicable period. For a reconciliation of these non-GAAP financial measures to their comparable GAAP measures, see “Appendix A – non-GAAP Reconciliations.” For a description of our Quality of Earnings review, refer to our “Compensation Discussion and Analysis” ("CD&A").
Pay versus Performance Table
| WSFS Bank 2026 Proxy Statement | 54 |