DEF 14A of Wsfs Financial Corp
Filed Apr 1, 2025 · FY20240001552781-25-000122
Proposal 1: Election of Directors
Proposal 1: Election of Directors
Biographies of Director Nominees
Biographies of Director Nominees
Biographies of Director Nominees
| | Rodger Levenson Director since: 2019 Chairman since: 2020 Term expires: 2025 | | Committees: Executive Committee | | | Rodger Levenson, 64, has been Chairman of our Board of Directors since January 1, 2020. He brings extensive banking, finance, lending, risk management, regulatory, mergers and acquisitions, governance, executive management, and local market expertise to our Board of Directors having served in executive roles in commercial lending, finance and corporate development with financial institutions in the Greater Philadelphia and Delaware Region for the majority of his career. • President and Chief Executive Officer of WSFS (2019 to present) • Executive Vice President and Chief Operating Officer of WSFS (2017 to 2018) • Executive Vice President and Chief Corporate Development Officer of WSFS (2016 to 2017) • Executive Vice President and Interim Chief Financial Officer of WSFS (2015 to 2016) • Executive Vice President and Chief Commercial Banking Officer of WSFS (2006 to 2015) • Senior Vice President and Manager at Citizens Bank (2003 to 2006) Board Service and Memberships: • Board of Directors, Executive Committee and Member of CEO Council for Growth of The Chamber of Commerce for Greater Philadelphia • Board of Directors and Executive Committee of the Delaware Prosperity Partnership • Member of the U.S Federal Reserve Board’s Federal Advisory Council (FAC) • Member of the Children’s Hospital of Philadelphia Corporate Council • Member of the Executive Committee of the Satell Institute for Corporate Social Responsibility • Member of Delaware Business Roundtable • Former director of the Delaware Chamber of Commerce • Former chairman and director of the Delaware Bankers Association • Former director for the United Way of Delaware Education: • Bachelor of Business Administration in Finance from Temple University • Master of Business Administration from Drexel University • Leadership courses at the Wharton School of Business, Center for Creative Leadership, and Harvard University School of Business | |
Biographies of Director Nominees
| | Francis B. Brake Director since: 2014 Term expires: 2025 | | Committees: Executive Committee Governance and Nominating Committee Leadership and Compensation Committee Risk Committee | | | Francis B. Brake, 61, brings expertise in marketing, entrepreneurship, innovation, product development, business partnerships, financial services, and executive leadership to our Board of Directors. • President and Co-Founder of Epic Research, LLC (2007 to present) • Managing Director and Chief Marketing Officer for Juniper Bank/ Barclaycard US (2000 to 2007) • Various positions including Executive Vice President, Marketing at First USA Bank (1994 to 2000) Board Service and Memberships: • Chairperson of the Board of Directors of The Chester Fund Foundation • Former director of Barclays Bank Delaware Education: • Bachelor of Arts in Government from The College of William and Mary • Master of Business Administration from The Darden Graduate School of Business, University of Virginia | |
Biographies of Director Nominees
| WSFS Bank 2025 Proxy Statement | 11 |
Biographies of Director Nominees
| | Karen Dougherty Buchholz Director since: 2019 Term expires: 2025 | | Committees: Governance and Nominating Committee Leadership and Compensation Committee Risk Committee Wealth Management Fiduciary Committee | | | Karen Dougherty Buchholz, 58, 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. • 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 (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 • 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 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 | |
Biographies of Director Nominees
| | Christopher T. Gheysens Director since: 2017 Term expires: 2025 | | Committees: Audit Committee Executive Committee Leadership and Compensation Committee Wealth Management Fiduciary Audit Committee | | | Christopher T. Gheysens, 54, 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 1,100 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. • 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: • Trustee on Villanova University’s Board of Trustees and former chairperson of the Dean’s Advisory Council for the Villanova School of Business • 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 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 | |
Biographies of Director Nominees
| WSFS Bank 2025 Proxy Statement | 12 |
Other Continuing Directors
Other Continuing Directors
Other Continuing Directors
| | Anat Bird Director since: 2010 Term expires: 2027 | | Committees: Audit Committee Risk Committee Wealth Management Fiduciary Audit Committee Wealth Management Fiduciary Committee | | | Anat Bird, 73, brings a broad range of banking experience as well as strategic planning, mergers and acquisitions, regulatory, risk, financial, and executive management experience from a national and global perspective to our Board of Directors. Ms. Bird has extensive experience in the banking and financial services industry including authoring six books on the banking business and providing and facilitating ongoing dialogue and education for executives in the banking industry through SCB Forums. • President and Chief Executive Officer of SCB Forums, LTD, Division of The Risk Management Association (RMA) (1994 to present) • President and CEO of California Community Bancshares (March 2001 to November 2001) • Executive Vice President of Wells Fargo Bank (1997 to 2001) • Senior Executive Vice President, Chief Operating Officer of Norwest Bank (1997 to 2001) • Group Head and Executive Vice President of Norwest Bank (1995 to 1997) Board Service and Memberships: • Board of Directors for MidFirst Bank in Oklahoma City, Oklahoma (2003 to present) • Former member of the Boards of Sterling Bank (2002 to 2011), Sun Bancorp, Inc. (2008 to 2009), First Indiana Bank (2002 to 2007) and AmTrust Bank (2008 to 2009) Education: • Bachelor of Arts in International Relations and Master’s degree in International Relations and Psychology from Hebrew University in Jerusalem • Masters of Business Administration in Finance from American University • Diploma in Corporate Strategic Planning from the Wharton School of Business | |
Other Continuing Directors
| | Jennifer W. Davis Director since: 2009 Lead Director since: 2021 Term expires: 2027 | | Committees: Governance and Nominating Committee Executive Committee Risk Committee | | | Jennifer W. Davis, 54, brings human resources, technology, finance, risk management and executive leadership expertise to our Board of Directors. Ms. Davis provides experience with and knowledge of enterprise risk management gained from both her current and past roles with the University of Virginia and George Mason University as well as being well versed in the technology needs of a large organization. • Executive Vice President and Chief Operating Officer at the University of Virginia overseeing the areas of finance, human resources, accounting, treasury, facilities, audit, compliance, enterprise risk management, technology, public safety, and auxiliary services (2018 to present) • Senior Vice President and Chief Financial Officer at George Mason University (2013 to 2018) • Vice President for Finance and Administration of the University of Delaware (2008 to 2013) • Cabinet Secretary-Director of the Office of Management and Budget for the State of Delaware (2005 to 2008) • Budget Director, Deputy Secretary of Education and Associate Secretary of Education for policy and administrative services for the State of Delaware (2002 to 2005) Education: • Bachelor’s degree in Political Science and Master’s degree in Policy Analysis from Pennsylvania State University | |
Other Continuing Directors
| WSFS Bank 2025 Proxy Statement | 13 |
Other Continuing Directors
| | Michael J. Donahue Director since: 2019 Term expires: 2027 | | Committees: Audit Committee Risk Committee Wealth Management Fiduciary Audit Committee Wealth Management Fiduciary Committee | | | Michael J. Donahue, 66, 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) • Trustee and then director of Beneficial Bancorp Inc. (2015 to 2019) • 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: • 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 Symphonic (2022 to present) • Former Independent director of Gluware (2021 to 2024) • Independent director of SiteSpect (2015 to present) • Former independent director of Mobiquity (2014 to 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 | |
Other Continuing Directors
| | Eleuthère I. du Pont Director since: 2013 Term expires: 2026 | | Committees: Audit Committee Executive Committee Wealth Management Fiduciary Audit Committee Wealth Management Fiduciary Committee | | | Eleuthère I. du Pont, 58, served as our Lead Independent Director from 2016 to 2021. Mr. du Pont brings significant expertise in corporate governance, accounting, finance, operations, retail, information technology and investment management to our Board of Directors. • President of 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) Education: • Bachelor of Science degree in Mechanical Engineering from Stanford University • Master’s degree in Business Administration from Stanford University | |
Other Continuing Directors
| WSFS Bank 2025 Proxy Statement | 14 |
Other Continuing Directors
| | Lynn B. McKee Director since: 2022 Term expires: 2027 | | Committees: Leadership and Compensation Committee Governance and Nominating Committee | | | Lynn B. McKee, 69, has been a director of WSFS Financial Corporation since 2022. She 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 • 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 • 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
| | Nancy J. Foster Director since: 2020 Term expires: 2026 | | Committees: Audit Committee Leadership and Compensation Committee Risk Committee Wealth Management Fiduciary Audit Committee | | | Nancy J. Foster, 63, brings an extensive knowledge of commercial banking, risk management, commercial lending and business transformation. • Retired President and Chief Executive Officer of The Risk Management Association (RMA) (2017 to December 2023) • Executive Vice President, Chief Risk Officer and Head of Personal Financial Services at Park Sterling Bank (2010 to 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 | |
Other Continuing Directors
| WSFS Bank 2025 Proxy Statement | 15 |
Other Continuing Directors
| | 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, 60, 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. • Managing Partner, IBM Consulting Americas (June 2019 to present) • 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 | |
Other Continuing Directors
| WSFS Bank 2025 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 2024 is summarized in the following table. Mr. Levenson is not shown in this table because he is compensated as an officer and did not receive any additional director compensation.
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 | | Diego F. Calderin(3) | 82,500 | 60,000 | 142,500 | | Jennifer W. Davis | 124,500(2) | 60,000 | 184,500 | | 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 | 89,250 | 60,000 | 149,250 | | Lynn B. McKee | 75,000 | 60,000 | 135,000 | | David G. Turner | 110,250 | 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”). |
Director Compensation Table
| (2) Contributed all fees earned in 2024 to the non-qualified deferred compensation plan. |
Director Compensation Table
| (3) Mr. Calderin will not seek reelection at the 2025 Annual Meeting of Stockholders. |
Biographies
Biographies
Summary
Summary In 2024, we compensated our executive officers using a combination of base salary and both short-term and long-term incentive awards for their performance. Under the Executive Leadership Team Incentive Plan (“ELTIP”), we award a mix of service-based equity grants, in the form of Restricted Stock Units (“RSUs”), performance-based equity grants, in the form of Performance Stock Units (“PSUs”), as well as cash-based incentives to our executive officers on an annual basis, as described further in this CD&A. We believe that a mix of short-term and long-term award opportunities, based on individual and Company-wide goals and weighted based on the executive officer’s level of responsibility, will appropriately compensate and reward executive officers for both near-term results and for creating long-term sustainability.
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; • Conducted a formal evaluation of our executive compensation program in 2023 with our previous compensation consultant; and • Guides on best practices with regard to short term cash incentives, long-term equity awards, and other executive compensation plans, policies and designs. | • Say-on-pay votes conducted annually; • Frequency of say-on-pay votes revisited every six years;(2) • 2024 say-on-pay vote was approved by more than 87% of the shares present in person by participation at the Annual Meeting or represented by proxy and entitled to vote on the proposal; which illustrates our stockholders’ support for our approach to executive compensation; and • Informs ongoing executive compensation plan and program design considerations. | | (1) The Leadership and Compensation Committee selected FW Cook as its new independent advisor in the fall of 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
| 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 weighted based on the executive’s level of responsibility. Under the ELTIP, short-term incentive metrics for 2024 were Adjusted ROA(1), Adjusted ROTCE(1), Adjusted EPS(1), and Strategic Performance(2), each weighted equally at 25% to arrive at the overall Company-wide performance score weighted at 80%. The Strategic Metric was based on results in driving Associate engagement, enhancing our Company culture, community impact as measured through corporate volunteer hours and executive management’s efforts in developing the 2025-2027 strategic plan. Our intent is that management interests with respect to earning annual incentives are aligned with shareholder interests. Annual short-term incentives under the ELTIP are usually granted as a cash award as a percentage of the executive officer’s base salary based on threshold, target and maximum performance targets set by the 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 emphasizing a strategic, multi-year perspective and achievement of competitive results versus the marketplace. RSUs are in the form of restricted stock units that generally vest in equal installments over three years. PSUs vest according to performance as measured by the 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% 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 2025 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. A comprehensive review was conducted in 2023 by our prior compensation consultant. The Leadership and Compensation Committee requested these reviews to assess competitive compensation levels for Executive Leadership and the alignment of base compensation, incentives, and equity awards with our compensation philosophy. As part of this process, the Leadership and Compensation Committee reviews the programs and practices of a custom CPG, in addition to other relevant market compensation data sources. In selecting comparable companies for inclusion in the CPG, we consider a number of demographic factors including SEC-reporting status, listing on a major stock exchange, and location; along with measures of company size including total assets, revenues, market capitalization, size of workforce, etc. Our intent is that WSFS rank near the middle of the peer group when multiple size factors are considered. We update our CPG as an integral step in conducting formal reviews of marketplace compensation levels and practices. Listed below are members of our 2024 CPG along with individual company data.
Peer Group
| Rank | Company Name | Ticker | State | Total Assets at December 31, 2024 ($mm) | Return on Assets 2024 (%) | | 1 | Commerce Bancshares, Inc. | CBSH | MO | 31,997 | 1.74 | | 2 | Ameris Bancorp | ABCB | GA | 26,262 | 1.38 | | 3 | Hancock Whitney Corporation | HWC | MS | 35,082 | 1.32 | | 4 | United Bankshares, Inc. | UBSI | WV | 30,024 | 1.26 | | 5 | Cathay General Bancorp | CATY | CA | 23,055 | 1.22 | | 6 | UMB Financial Corporation | UMBF | MO | 50,410 | 1.02 | | 7 | Independent Bank Corp. | INDB | MA | 19,374 | 0.99 | | 8 | TowneBank | TOWN | VA | 17,247 | 0.95 | | 9 | Fulton Financial Corporation | FULT | PA | 32,065 | 0.95 | | 10 | Atlantic Union Bankshares Corp. | AUB | VA | 24,585 | 0.88 | | 11 | Pacific Premier Bancorp, Inc. | PPBI | CA | 17,904 | 0.86 | | 12 | Customers Bancorp, Inc | CUBI | PA | 22,308 | 0.85 | | 13 | OceanFirst Financial Corp | OCFC | NJ | 13,421 | 0.74 | | 14 | Provident Financial Services, Inc. | PFS | NJ | 24,052 | 0.57 | | 15 | Simmons First National Corporation | SFNC | AR | 26,876 | 0.56 | | 16 | Berkshire Hills Bancorp, Inc | BHLB | MA | 12,273 | 0.52 | | 17 | Associated Banc-Corp | ASB | WI | 43,023 | 0.30 | | 18 | Sandy Spring Bancorp, Inc | SASR | MD | 14,127 | 0.14 | | | Average | | | 25,782 | 0.90 | | | 25th Percentile | | | 17,739 | 0.57 | | | 50th Percentile | | | 24,319 | 0.91 | | | 75th Percentile | | | 32,014 | 1.23 | | | WSFS Financial Corporation | WSFS | DE | 20,814 | 1.27 | | | Percentile Rank | | | 34th | 80th |
Peer Group
Notes: Financial data is provided by S&P Global Market Intelligence database. Based on data obtained from S&P Global, our ending assets were below the 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 1.27% ranked at 80th percentile of companies in the CPG, which supports our long-term top-quintile performance philosophy.
Peer Group
| WSFS Bank 2025 Proxy Statement | 38 |
Peer Group
2024 Executive Compensation Summary Base Salary Our compensation philosophy has been to review base salaries as compared to the market 50th percentile, consider individual performance, skills and experience, and determine an appropriate base salary based on all these factors. Mr. Levenson’s actual 2023 and 2024 base salary increases represent approximately the market 50th percentile salary for CEOs in comparable banks including our CPG and additional banking industry compensation survey data. For 2024, our Board of Directors approved NEO base salary changes as shown in the following table.
Peer Group
| Name | 2025 | 2025 to 2024 % Increase | 2024 | 2024 to 2023 % Increase | 2023 | | Rodger Levenson | $1,009,400 | 3.0% | $980,000 | 9.4% | $896,000 | | David Burg | 582,188 | 1.3 | 575,000 | N/A | — | | Steve Clark(1) | 342,000 | (25.0) | 456,000 | 2.9 | 443,000 | | Arthur J. Bacci | 614,910 | 3.0 | 597,000(2) | 42.8 | 418,000 | | Lisa Brubaker | 430,560 | 4.0 | 414,000 | 3.0 | 402,000 | | Shari Kruzinski | 414,060 | 3.0 | 402,000 | 3.1 | 390,000 |
Peer Group
| (1) Mr. Clark’s salary was adjusted to align with a new role of Senior Advisor focused on business development, relationship management, and leadership support as part of the Company’s succession planning. |
Peer Group
| (2) Mr. Bacci’s salary was increased from $431,000 to $597,000 on August 15, 2024 in connection with his appointment as the Company’s Chief Operating Officer (“COO”). This increase was made to bring the COO position in line with market data. |
Peer Group
Executive Leadership Team Incentive Plan Under the ELTIP for 2024, our executives were eligible for both short-term cash incentive awards and long-term equity incentive awards in the form of time-vested RSUs and performance-based PSUs. 2024 ELTIP Determination Process— Short-Term Incentives We designed the short-term cash portion of the ELTIP to reward executives for excellence in performance on key financial and strategic metrics determined by our Board of Directors and the 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 2024. 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, Company culture, community impact and executive management’s efforts in developing 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:
Peer Group
| • | A “quality of earnings review” used to consider adjustments from GAAP reported earnings to ELTIP earnings; |
Peer Group
| • | Award opportunities based on specified percentages of base salary for threshold, target, and maximum achievement by executive officers; and |
Peer Group
| • | A proportional approach (interpolation) used to calculate incentive payouts for the performance results that fall between threshold, target and maximum levels. |
Peer Group
| WSFS Bank 2025 Proxy Statement | 39 |
Peer Group
Short-Term Cash Incentive Performance Targets Short-term incentive awards under the ELTIP use three Company financial measures of performance, which are non-GAAP financial measures and should be considered along with results prepared in accordance with GAAP, and not as a substitute for GAAP results. The following table shows our 2024 performance metrics under the ELTIP. Short-term cash incentive awards for the CEO are based solely on the Company-wide performance score. Short-term cash incentive awards for other NEOs are based on a weighting of 80% Company-wide performance and 20% for individual performance determined by measures and objectives established in discussions with the CEO. Our Target levels of performance for 2024 were set below our actual achievements from 2023 primarily given the projected significantly lower interest rate environment in 2024 versus 2023, and the resulting compression of net interest margin in the banking space. In addition, our Targets are set based on a relative analysis and endeavor to align with the 75th percentile performance of the KRX index, which is used for performance comparison for our STI and PSUs. Therefore, the year-over-year reduction of our Targets are based on sector-wide projections.
Peer Group
| Short-Term Incentive Company Score(1) | Threshold | Target | Maximum | Weighting | | Adjusted ROA | 0.96% | 1.20% | 1.32% | 25% | | Adjusted ROTCE | 14.5% | 18.1% | 19.9% | 25% | | Adjusted EPS | $3.25 | $4.06 | $4.47 | 25% | | Strategic Performance(2) | | | | 25% |
Peer Group
| (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”). |
Peer Group
| (2) For 2024, the Strategic Performance metric was based on Associate engagement, Company culture, community impact, and the effectiveness with which executive management developed the 2025-2027 strategic plan. |
Peer Group
For 2024, the below table reflects the target values of each of our NEO’s short-term cash incentive award under the ELTIP as a percent of base salary. Payment of short-term cash incentive awards under the ELTIP occurs no later than March 15th of the year following the performance period. This timing usually provides ample opportunity for the finalization of year-end performance results, as well as maintaining compliance with the short-term deferral exception under Section 409A requirements of the Internal Revenue Code of 1986, as amended (the “Code”).
Peer Group
| Name | Threshold | Target | Maximum | | Rodger Levenson | 55% | 110% | 165% | | David Burg | 33% | 66% | 100% | | Arthur J. Bacci | 33% | 66% | 100% | | Steve Clark | 33% | 66% | 100% | | Lisa Brubaker | 33% | 66% | 100% | | Shari Kruzinski | 33% | 66% | 100% |
Peer Group
2024 Quality of Earnings Review In connection with administering the short-term cash incentive component of the ELTIP, the Leadership and Compensation Committee conducts a “quality of earnings” review under which it evaluates any unusual, one-time items generally greater than $5.0 million, after tax, that impact cash, equity and earnings, and considers them for adjustments for the purposes of calculating relevant performance measures. Any “quality of earnings” evaluations are made with a strong bias towards ensuring that management is accountable for reported results. For 2024, the Leadership and Compensation Committee’s review concluded that certain items should be excluded from our reported earnings for the purposes of calculating Adjusted ROA, Adjusted ROTCE, and Adjusted EPS as it relates to the ELTIP STI. A total of $5.1 million was excluded from fee revenue, including:
Peer Group
| • | $2.8 million net gain on our Visa B derivative liability established from our previous sale of 360,000 shares in 2Q 2020; and |
Peer Group
| • | $2.3 million from gain on sales of equity investments primarily related to the sale of Spring EQ; |
Peer Group
A total of $3.9 million was excluded from expenses, including:
Peer Group
| • | $2.6 million of corporate development and restructuring expenses primarily from an optimization plan of WSFS-owned real estate properties; |
Peer Group
| • | $0.9 million from the FDIC special assessment; and |
Peer Group
| • | $0.5 million of tax impacts from the above items. |
Peer Group
| WSFS Bank 2025 Proxy Statement | 40 |
Peer Group
As a result, solely for the purpose of determining achievement in 2024 of the Company-wide performance measures under the Quality of Earnings methodology, our Adjusted ROA, Adjusted ROTCE, and Adjusted EPS were adjusted down from their GAAP equivalents to 1.26%, 17.8%, and $4.39, respectively. The following table shows our 2024 adjusted results, which are non-GAAP financial metrics and should be considered along with results prepared in accordance with GAAP, and not as a substitute for GAAP results. Our ELTIP STI performance rating is calculated from the equally weighted results for Adjusted ROA, Adjusted ROTCE, Adjusted EPS and Strategic Performance against each participant’s pre-established performance targets. These results are interpolated based on a performance score of 1 for “Threshold”, 2 for “Target”, and 3 for “Maximum.” 2024 ELTIP STI Performance Metrics(1)
Peer Group
| Goals(2) | Threshold | Target | Maximum | WSFS Results | Result | | Adjusted ROA | 0.96% | 1.20% | 1.32% | 1.26% | Target+ | | Adjusted ROTCE | 14.5% | 18.1% | 19.9% | 17.8% | Threshold+ | | Adjusted EPS | $3.25 | $4.06 | $4.47 | $4.39 | Target+ | | Strategic Performance | | See description below | | | Target | | | | | Aggregate Result | | Target+ |
Peer Group
| (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”). |
Peer Group
| (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.” |
Peer Group
| | Base | STI Target | | STI Payout(1) | | | Name | Salary | % of Salary | $ Value | % of Target | $ Value | | Rodger Levenson | $980,000 | 110% | $1,078,000 | 116% | $1,245,090 | | David Burg(2) | 575,000 | 66% | 379,500 | 100% | 379,500 | | Steve Clark | 456,000 | 66% | 300,960 | 114% | 342,821 | | Arthur J. Bacci | 597,000 | 66% | 394,020 | 114% | 448,419 | | Lisa Brubaker | 414,000 | 66% | 273,240 | 115% | 314,623 | | Shari Kruzinski | 402,000 | 66% | 265,320 | 115% | 304,137 |
Peer Group
| (1) Excludes one-time cash payments. |
Peer Group
| (2) Mr. Burg’s STI was guaranteed for March 2025 at target $379,500. |
Peer Group
Strategic Performance As described earlier, the Leadership and Compensation Committee identified and evaluated four components in the Strategic Performance metric: Associate engagement, Company culture, community impact and the development of the 2025-2027 strategic plan. The weighted score of Strategic Performance metric was at Target. Based on the Company’s achievement in 2024 against the four performance metrics and the continued leadership and strategic direction provided by the Executive Leadership Team during the year, the Leadership and Compensation Committee granted and our Board of Directors approved a short-term cash incentive award to our CEO in an amount equal to 127.1% of base salary (115.5% of his target incentive of 110% of salary). The CEO’s short-term cash award is based on 100% of the aforementioned company performance metrics. The other NEOs’ short-term cash awards have an 80% Company performance and 20% individual performance weighting, which resulted in payouts averaging 106.2% of base salary (160.9% of their target incentive of 66% of salary). In addition to our plan-based short-term cash incentives, the Committee granted one-time cash payments to Mr. Bacci ($97,500) and Ms. Brubaker ($103,500) in recognition of the increased responsibility and workload associated with their interim leadership roles as CFO and CIO, respectively. Ms. Kruzinski was awarded a one-time cash payment of $15,000 in recognition of her leadership in development of the 2025-2027 strategic plan. Mr. Burg received a sign-on bonus of $275,000 as part of our negotiations to onboard as our new CFO.
Peer Group
| WSFS Bank 2025 Proxy Statement | 41 |
Peer Group
As part of Mr. Clark’s transition from Chief Commercial Banking Officer to Strategic Advisor, Commercial Banking, effective January 1, 2025, he received the cash equivalent of his ELTIP long-term incentive award for 2024. This was not incremental compensation but a change in payment form to reflect his change in role after serving the entirety of 2024 as our Chief Commercial Banking Officer, for which he was eligible for this amount. Long-Term Equity Incentive Award Long-term incentive equity is awarded to the CEO and other NEOs in the form of RSUs and PSUs with a 40% and 60% split, respectively, assuming that PSUs are ultimately earned for 50th percentile performance ranking as described below. At target, the grant date value of awards equal to a percent of base salary is 190% of salary for the CEO and 70% of salary for other NEOs. In February 2025, the CEO and other NEOs were awarded RSUs and PSUs based on the calculations described below. In addition, PSUs were granted at the target level based on the calculations described below; and, subject to adjustments based on performance over the three-year performance period. RSU Grant Details RSUs are generally granted with the grant date value equal to a percent of base salary divided by the share price on the grant date. The grant date value equals 76% of salary for the CEO and 28% of salary for other NEOs. RSUs vest in equal annual installments generally over three years. PSU Grant Details The maximum number of PSUs that can be earned by the CEO and other NEOs is 200% of their target grant. For NEOs, the calculation is based on 84% of the salary of each NEO. Actual PSUs earned for the three-year performance period ending December 31, 2026 are based on the Company’s cumulative Adjusted ROA. The Company’s results are compared to the performance of companies in the KRX index to determine our percentile ranking. If the Company’s performance ranking is at the 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.
Peer Group
| 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 |
Peer Group
| Name | RSU Grant Date Value as Percent of Salary | | | | | | 28% | | | | | | PSU Grant Date Value as Percent of Salary | | | | | | 21% | 42% | 63% | 84% | | David Burg Steve Clark(1) Arthur J. Bacci Lisa Brubaker Shari Kruzinski | 25th Percentile Performance Ranking | 50th Percentile Performance Ranking | 75th Percentile Performance Ranking | 100th Percentile Performance Ranking |
Peer Group
| (1) Mr. Clark did not receive a grant in 2025 given the swap in payment form discussed previously. |
Peer Group
| WSFS Bank 2025 Proxy Statement | 42 |
Peer Group
Compensation Risk Assessment The CEO, the Chief Human Resources Officer, the Chief Risk Officer and the Leadership and Compensation Committee, with advice from its compensation consultant, have reviewed the Summary Incentive Compensation Review 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 2024, the Leadership 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. The Leadership 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. WSFS did not, during the year ended December 31, 2024, grant new awards of stock options, stock appreciation rights or similar option-like instruments and does not have a current practice of doing so. Accordingly, it does not have a policy on the timing of awards of such instruments in relation to the disclosure of material nonpublic information. In the event WSFS determines to grant new awards of such instruments, the Board expects to evaluate appropriate steps to take in relation to the foregoing. WSFS has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Our 2024 results reflected the continued optimization of our significant franchise investments leveraging our unique market position and diverse business mix. This, combined with our strong balance sheet growth and capital levels, drove strong financial performance and franchise value. Our executives’ 2024 compensation reflects these results, and considering the total mix of compensation, we believe 2024 executive compensation is reasonable in light of payment levels for companies in our CPG and consistent with our 2024 results, both in absolute terms, and in comparison to prior years’ results.
Peer Group
| WSFS Bank 2025 Proxy Statement | 43 |
Peer Group
Benefits 401(k) Employer Contribution We provide a 401(k) program that allows Associates to contribute a portion of their pre- and after-tax earnings towards retirement savings. We offer a Company match to all Associates enrolled in our 401(k) plan as a component of total compensation and encourage them to participate in the 401(k) program. We match the first 5% of an Associate’s contribution dollar-for-dollar up to IRS limitations. Executive Non-Qualified Deferred Compensation Plan We offer a non-qualified deferred compensation plan for our executives. This program allows for base compensation to be deferred, as well as for deferment of cash awards. It offers pre-tax, voluntary contributions, tax deferred earnings, investment choices and flexible payment options. The plan is solely funded by the participant, and while the Company has discretion to make employer contributions, it has not exercised its discretion to do so for NEOs. The plan was reviewed and approved by our Leadership 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.
Peer Group
| Name | Principal Position | Executive Contributions in 2024(1) | Aggregate Earnings in 2024(2) | Aggregate Withdrawals/ Distributions in 2024 | Aggregate Balance at December 31, 2024 | | Rodger Levenson | Chairman, President and CEO | $— | $— | $— | $— | | David Burg | EVP, Chief Financial Officer | — | — | — | — | | Steve Clark | EVP, Chief Commercial Banking Officer | — | 19,817 | — | 295,266 | | Arthur J. Bacci | EVP, Chief Operating Officer | 130,706 | 8,912 | — | 185,324 | | Lisa Brubaker | EVP, Chief Human Resources Officer | 341,483 | 139,374 | — | 1,755,409 | | Shari Kruzinski | EVP, Chief Consumer Banking Officer | — | 2,471 | — | 36,939 |
Peer Group
| (1) Amounts in this column are included in the SCT. |
Peer Group
| (2) Amounts in this column are not included in the SCT. |
Peer Group
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 the Executive Leadership Team. These amounts reflect our growth and executive involvement in expanded markets. Allowable expenses under the Development Allowance 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 EVPs 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 2024, our contribution towards this supplement was capped at $4,496 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.
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
| WSFS Bank 2025 Proxy Statement | 44 |
Employment Agreements
Executive Compensation Policies Clawback Policy The Leadership 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 SEC adopted final rules implementing the incentive-based compensation recovery provisions of the Dodd-Frank Act, and Nasdaq has adopted listing standards consistent with the SEC rules, effective as of October 2023. In compliance with those standards, the Board of Directors approved a Compensation Clawback Policy in August 2023 in general alignment with the SEC clawback rules and Nasdaq listing standards. Our Board of Directors has the sole authority to interpret, apply and implement this policy. Under this policy, the Leadership and Compensation Committee may require executive officers, within the meaning of Rule 10D-1 of the Exchange Act, who were employed by the Company or a subsidiary of the Company during the applicable recovery period, 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 Leadership 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 such event, the Leadership and Compensation Committee will conduct a review of awards covered by the policy and recoup any erroneously awarded incentive-based compensation to ensure that the ultimate payout gives retroactive effect to the financial results as restated. 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. Our clawback policy is scheduled to be reviewed again in 2026. Policy Prohibiting Hedging Our Insider Trading Policy specifically prohibits WSFS insiders, which are defined as directors, officers holding the title of Senior Vice President or higher and any other Associates with access to material non-public information, from hedging the risk associated with the ownership of our common stock. Stock Ownership Guidelines Our Board of Directors has established a stock ownership guideline for the Executive Leadership Team such that the CEO should own 60,000 shares of vested common stock and all EVPs should own 15,000 shares of vested common stock, each to be accumulated within five years of assuming his or her executive position. Our independent members of our Board of Directors are also required to hold a minimum of 5,000 shares of our common stock. These ownership guidelines are evaluated periodically for appropriate adjustments. Stock Trading Plans Our Insider Trading Policy allows for purchases or sales of WSFS’ stock made in compliance with a written plan established by a director, officer or other Associate that meets the requirements of Rule 10b5-1 under the Exchange Act (a “Plan”) if: (1) the Plan was established in good faith, in compliance with the requirements of Rule 10b5-1, at a time when the individual was not in possession of material non-public information about WSFS, and, for WSFS Insiders, was established during an open window period for trading in WSFS’ stock and not during any trading “blackout” period; and (2) the Plan was reviewed by the Company’s Legal Department prior to its establishment to confirm compliance with the Insider Trading Policy and its related procedures. No amendments to such Plans are permitted during blackout periods. From time to time, other WSFS insiders may enter into similar trading plans in accordance with Rule 10b5-1. Tax Considerations Related to Our Executive Compensation Section 280G of the Code (“Code Section 280G”) limits our ability to take a federal income tax deduction for certain compensation that could be paid to executive officers resulting from a change in control transaction affecting us. In the event we pay any “excess parachute payments,” as defined under Code Section 280G, we would have compensation payments that are not tax deductible under Code Section 280G and executives would have excise taxes due on the receipt of such “excess parachute payments” under Section 4999 of the Code (“Code Section 4999”). 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. Insider Trading Policy We have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of WSFS’ securities by its directors, officers, and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to WSFS. A copy of the Insider Trading Policy was filed as Exhibit 19 to our 2024 Annual Report on Form 10-K.
Employment Agreements
| WSFS Bank 2025 Proxy Statement | 45 |
Employment Agreements
Compensation Committee Interlocks and Insider Participation No member of our Leadership and Compensation Committee is, or formerly was, an officer or Associate of ours. During 2024, none of our executive officers served as a member of a board of directors or compensation committee of any entity that has one or more executives serving as a member of our Board of Directors or Leadership and Compensation Committee. Leadership 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 Leadership and Compensation Committee has reviewed and discussed with management the CD&A to be included in the Company’s 2025 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. Leadership and Compensation Committee Francis B. Brake, Chair Christopher T. Gheysens, Vice Chair Karen Dougherty Buchholz Nancy J. Foster Lynn B. McKee David G. Turner
Employment Agreements
| WSFS Bank 2025 Proxy Statement | 46 |
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| 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 | 2024 | $966,001 | $— | $2,375,961 | $1,245,090 | $57,035 | $4,644,087 | | Chairman, President and | 2023 | 891,668 | — | 2,049,748 | 872,256 | 45,470 | 3,859,142 | | Chief Executive Officer | 2022 | 858,333 | 1,750 | 2,452,170 | 1,344,585 | 48,473 | 4,705,311 | | David Burg | 2024 | 217,803 | 275,000 | 1,752,645 | 379,500 | 97,713 | 2,722,661 | | Executive Vice President and | 2023 | — | — | — | — | — | — | | Chief Financial Officer | 2022 | — | — | — | — | — | — | | Steve Clark | 2024 | 453,835 | 414,960 | 407,368 | 342,821 | 40,350 | 1,659,334 | | Executive Vice President and | 2023 | 440,835 | — | 373,402 | 271,506 | 34,811 | 1,120,554 | | Chief Commercial Banking Officer | 2022 | 427,876 | 1,750 | 592,791 | 389,356 | 27,750 | 1,439,523 | | Arthur J. Bacci | 2024 | 494,906 | 97,500 | 384,983 | 448,419 | 40,350 | 1,466,158 | | Executive Vice President and | 2023 | 416,102 | 104,000 | 352,346 | 261,869 | 37,761 | 1,172,078 | | Chief Operating Officer | 2022 | 399,834 | 1,750 | 538,456 | 365,416 | 27,750 | 1,333,206 | | Lisa Brubaker | 2024 | 412,000 | 103,500 | 369,807 | 314,623 | 29,505 | 1,229,435 | | Executive Vice President and | 2023 | 400,000 | — | 451,358 | 247,471 | 22,219 | 1,121,048 | | Chief Human Resources Officer | 2022 | — | — | — | — | — | — | | Shari Kruzinski | 2024 | 400,000 | 15,000 | 359,124 | 304,137 | 43,850 | 1,122,111 | | Executive Vice President and | 2023 | — | — | — | — | — | — | | Chief Consumer Banking Officer | 2022 | — | — | — | — | — | — |
Summary Compensation Table
| (1) The compensation does not appear in the table above as they were not NEOs during the following years: Ms. Brubaker, 2022; Ms. Kruzinski, 2023 and 2022; Mr. Burg, 2023 and 2022. In addition, certain prior period amounts have been reclassified to conform with current period presentation to accurately reflect STI in the “Non-Equity Incentive Plan Compensation” column, instead of the “Bonus” column. |
Summary Compensation Table
| (2) Salary reflects the actual amount paid during the year. |
Summary Compensation Table
| (3) The following bonus amounts include one-time payments in 2024 for discretionary reasons: Mr. Burg, $275,000 as a sign-on bonus to mitigate compensation at risk under a non-compete with his former employer if that employer determined that WSFS was a competitor; Mr. Clark, $414,960 representing the cash equivalent of his ELTIP long-term incentive award for 2024, paid in connection with his transition from Chief Commercial Banking Officer to Strategic Advisor, Commercial Banking; Mr. Bacci, $97,500 for his interim role as CFO; Ms. Brubaker, $103,500 for her role as CIO; and Ms. Kruzinski, $15,000 for strategic planning. |
Summary Compensation Table
| (4) Represents the aggregate fair value of awards on the date they were granted in accordance with ASC Topic 718. See the Notes to the Consolidated Financial Statements included in our 2024 Annual Report on Form 10-K for the assumptions used to calculate grant date fair value. Amounts in this column include the aggregate grant date fair value of RSUs and PSUs granted in February 2024. Values from the RSUs were as follows: Mr. Levenson, $744,835; Mr. Burg, $1,400,030; Mr. Clark, $127,721; Mr. Bacci, $120,684; Ms. Brubaker, $115,937; and Ms. Kruzinski, $112,588. Values from PSUs reflect the grant date value of PSUs awarded in 2024 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 less than the maximum award value under the ELTIP. Based on the closing price of WSFS common stock on the grant date of $42.39 on February 29, 2024, the maximum award value for PSUs awarded were as follows: Mr. Levenson, $2,234,400; Mr. Burg, $483,000; Mr. Clark, $383,040; Mr. Bacci, $501,480; Ms. Brubaker, $347,760; and Ms. Kruzinski, $337,680. |
Summary Compensation Table
| (5) Represents cash amounts paid as ELTIP short-term incentive awards and, prior to 2023, awards pursuant to our Associate Service Bonus Plan. |
Summary Compensation Table
| (6) All Other Compensation includes contributions of $17,250 made by us to the 401(k) plans of each of our NEOs. Includes development allowances for each NEO as follows: Mr. Levenson, $33,785; Mr. Clark, $12,500; Mr. Bacci, $12,500; Ms. Brubaker, $1,655; and Ms. Kruzinski, $12,500. Also includes recognition awards in the form of gift cards provided to NEOs in 2024 in the following amounts: $500 for Mr. Burg; $500 for Mr. Clark; $500 for Mr. Bacci; $500 for Ms. Brubaker; and $4,000 for Ms. Kruzinski. Includes automobile allowance and travel stipends for each NEO as follows: Mr. Burg, $4,708; Messrs. Clark, Bacci and Mses. Brubaker and Kruzinski, $10,100. Includes $93,005 of relocation expenses for Mr. Burg. Health benefits paid directly by the Company are not included in the table above. |
Summary Compensation Table
| WSFS Bank 2025 Proxy Statement | 47 |
Summary Compensation Table
Grants of Plan-Based Awards The following table presents information regarding grants of non-equity and equity plan-based awards to our NEOs during 2024. Such awards consist of both RSUs and PSUs. The RSU grants generally vest equally over three years. Except where otherwise indicated PSUs have a grant date fair value of $42.39, which is equal to the closing stock price of WSFS common stock at the grant date of February 29, 2024. The PSUs vest at the end of a three-year performance period.
Summary Compensation Table
| | | Estimated Possible Payouts Under | | | | | | RSU Awards: | Grant Date | | | | Non-Equity Incentive Plan | | | Estimated Possible Payouts Under | | | Number of | Fair Value | | | | Awards ($)(1) | | | Equity Incentive Plan Awards (#)(1) | | | Shares of | of Stock | | | Grant | | | | 25th | 50th | | Stock or | and Option | | Name | Date | Threshold | Target | Maximum | (Threshold) | (Target) | 100th (Max) | Units | Awards ($)(2)(3) | | Rodger Levenson | | | | | | | | | | | 2024 Cash Incentive Award | — | $492,800 | $985,600 | $1,478,400 | — | — | — | — | — | | 2024 RSU Awards | 2/29/2024 | — | — | — | — | — | — | 17,571 | $744,835 | | 2024 PSU Awards | 2/29/2024 | — | — | — | 13,178 | 26,355 | 52,711 | — | 1,631,126 | | David Burg | | | | | | | | | | | 2024 RSU Awards | 8/15/2024 | — | — | — | — | — | — | 27,685 | 1,400,030 | | 2024 PSU Awards | 8/15/2024 | — | — | — | 2,849 | 5,697 | 11,394 | — | 352,615 | | Steve Clark | | | | | | | | | | | 2024 Cash Incentive Award | — | 146,190 | 292,380 | 443,000 | — | — | — | — | — | | 2024 RSU Awards | 2/29/2024 | — | — | — | — | — | — | 3,013 | 127,721 | | 2024 PSU Awards | 2/29/2024 | — | — | — | 2,259 | 4,518 | 9,036 | — | 279,647 | | Arthur J. Bacci | | | | | | | | | | | 2024 Cash Incentive Award | — | 137,940 | 275,880 | 418,000 | — | — | — | — | — | | 2024 RSU Awards | 2/29/2024 | — | — | — | — | — | — | 2,847 | 120,684 | | 2024 PSU Awards | 2/29/2024 | — | — | — | 2,958 | 5,915 | 11,830 | — | 264,299 | | Lisa M. Brubaker | | | | | | | | | | | 2024 Cash Incentive Award | — | 132,660 | 265,320 | 402,000 | — | — | — | — | — | | 2024 RSU Awards | 2/29/2024 | — | — | — | — | — | — | 2,735 | 115,937 | | 2024 PSU Awards | 2/29/2024 | — | — | — | 2,051 | 4,102 | 8,204 | — | 253,870 | | Shari Kruzinski | | | | | | | | | | | 2024 Cash Incentive Award | — | 128,700 | 257,400 | 390,000 | — | — | — | — | — | | 2024 RSU Awards | 2/29/2024 | — | — | — | — | — | — | 2,656 | 112,588 | | 2024 PSU Awards | 2/29/2024 | — | — | — | 1,992 | 3,983 | 7,966 | — | 246,536 |
Summary Compensation Table
| (1) Represents the 2024 dollar value or stock units of awards under the annual incentive component of the ELTIP. Actual cash incentive amounts paid for 2024 are included in the “Non-Equity Incentive Plan Compensation” column of the SCT. |
Summary Compensation Table
| (2) See Note 16 to the Notes to the Consolidated Financial Statements included in our 2024 Annual Report on Form 10-K for the assumptions made in calculating the grant date fair value of stock and options awards. |
Summary Compensation Table
| (3) PSU award amounts computed are as the probable value at the date of grant. |
Summary Compensation Table
| WSFS Bank 2025 Proxy Statement | 48 |
Outstanding Equity Awards Value at Fiscal Year-End
Outstanding Equity Awards Value at Fiscal Year-End The following table shows the number and exercise price of all unexercised stock options held by NEOs as of December 31, 2024, 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 Fiscal Year-End
| | Outstanding Equity Awards at Fiscal Year-End 2024 | | | | | | Equity Incentive Plan | | | | Option Awards | | | | Stock Awards | | Awards: | | | Name and Principal Position | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Share or Units of Stock That have Not Vested | Number of Unearned Shares, Units or Other Rights That have Not Vested | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | Rodger | 12,991 | — | $43.28 | 2/28/2026 | 42,659 | $2,266,473 | 102,042 | $4,791,662 | | Levenson(1) | 34,740 | — | 36.11 | 2/27/2027 | | | | | | | 20,798 | 6,932 | 51.84 | 3/3/2028 | | | | | | David Burg(2) | | | | | 27,685 | 1,470,904 | 8,319 | 352,615 | | Steve Clark(3) | 9,769 | — | 43.28 | 2/28/2026 | 9,467 | 502,982 | 18,175 | 855,262 | | | 6,602 | 2,201 | 51.84 | 3/3/2028 | | | | | | Arthur J. Bacci(4) | 59 | — | 36.11 | 2/27/2027 | 8,664 | 460,318 | 17,163 | 807,636 | | | — | 1,946 | 51.84 | 3/3/2028 | | | | | | Lisa M. | 6,809 | — | 43.28 | 2/28/2026 | 9,892 | 525,562 | 16,492 | 776,091 | | Brubaker(5) | 9,793 | — | 36.11 | 2/27/2027 | | | | | | | 5,450 | 1,817 | 51.84 | 3/3/2028 | | | | | | Shari Kruzinski(6) | | | | | 7,113 | 377,914 | 15,761 | 740,998 |
Outstanding Equity Awards Value at Fiscal Year-End
| (1) The 6,932 unvested options expiring 3/3/2028 vest on 4/15/2025. Of the 144,701 unvested stock awards, 42,659 are RSUs and 102,042 are PSUs. The RSUs vest on the following dates: 4,504 on 3/15/2025, 17,250 on 4/15/2025, 15,048 on 4/15/2026, and 5,857 on 4/15/2027. The PSUs may vest after a three-year period if performance conditions are met. |
Outstanding Equity Awards Value at Fiscal Year-End
| (2) Of the 36,004 unvested stock awards, 27,685 are RSUs and 8,319 are PSUs. The RSUs vest on the following dates: 11,865 on 8/15/2025, 11,865 on 8/15/2026, and 3,955 on 8/15/2027. The PSUs may vest after a three-year period if performance conditions are met. |
Outstanding Equity Awards Value at Fiscal Year-End
| (3) The 2,201 unvested options expiring 3/3/2028 vest on 4/15/2025. Of the 27,642 unvested stock awards, 9,467 are RSUs and 18,175 are PSUs. The RSUs vest on the following dates: 1,155 on 3/15/2025, 4,003 on 4/15/2025, 3,304 on 4/15/2026, and 1,005 on 4/15/2027. The PSUs may vest after a three-year period if performance conditions are met. |
Outstanding Equity Awards Value at Fiscal Year-End
| (4) The 1,946 unvested options expiring 3/3/2028 vest on 4/15/2025. Of the 25,827 unvested stock awards, 8,664 are RSUs and 17,163 are PSUs. The RSUs vest on the following dates: 1,032 on 3/15/2025, 3,650 on 4/15/2025, 3,033 on 4/15/2026, and 949 on 4/15/2027. The PSUs may vest after a three-year period if performance conditions are met. |
Outstanding Equity Awards Value at Fiscal Year-End
| (5) The 1,817 unvested options expiring 3/3/2028 vest on 4/15/2025. Of the 26,384 unvested stock awards, 9,892 are RSUs and 16,492 are PSUs. The RSUs vest on the following dates: 894 on 3/15/2025, 3,509 on 4/15/2025, 821 on 12/18/2025, 2,934 on 4/15/2026, 822 on 12/18/2026, and 912 on 4/15/2027. The PSUs may vest after a three-year period if performance conditions are met. |
Outstanding Equity Awards Value at Fiscal Year-End
| (6) Of the 22,874 unvested stock awards, 7,113 are RSUs and 15,761 are PSUs. The RSUs vest on the following dates: 616 on 3/15/2025, 2,938 on 4/15/2025, 2,673 on 4/15/2026, and 886 on 4/15/2027. The PSUs may vest after a three-year period if performance conditions are met. |
Outstanding Equity Awards Value at Fiscal Year-End
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Outstanding Equity Awards Value at Fiscal Year-End
Option Exercises and Stock Vested During 2024 The following table shows the number of options exercised and RSUs vested by the NEOs during the fiscal year ended December 31, 2024.
Outstanding Equity Awards Value at Fiscal Year-End
| | Option Awards | | Stock Awards | | | Name and Principal Position | Number of Shares Acquired on Exercise (#) | Value Realized On Exercise | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting | | Rodger Levenson | — | $ — | 14,269 | $326,393 | | David Burg | — | — | — | — | | Steve Clark | 12,663 | 258,396 | 3,925 | 85,392 | | Arthur J. Bacci | 25,814 | 205,006 | 3,528 | 84,922 | | Lisa M. Brubaker | — | — | 4,137 | 124,238 | | Shari Kruzinski | — | — | 2,373 | 69,184 |
Outstanding Equity Awards Value at Fiscal Year-End
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, 2024, under the circumstances shown.
Outstanding Equity Awards Value at Fiscal Year-End
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Outstanding Equity Awards Value at Fiscal Year-End
| | | | Within 24 | | | | | | | Months of a | | | | | | | Change in | | | | | | | Control | | | | | | Termination | Termination | | | | | | Without | Without | | | | | | Cause or | Cause or | | | | | | Departing | Departing | | | | | | for Good | for Good | | | | Name | Benefit | Reason(1) | Reason(2) | Death(3) | Disability(4) | | Rodger Levenson | Severance pay(5) | $1,960,000 | $6,405,270 | $500,000 | $514,000 | | | Outplacement services(6) | 25,000 | — | — | — | | | Option and stock award vesting(7) | 5,710,583 | 7,179,861 | 5,710,583 | 5,710,583 | | | Health benefits(8) | 28,661 | 42,992 | — | — | | | Total Value | $7,724,244 | $13,628,123 | $6,210,583 | $6,224,583 | | David Burg | Severance pay(5) | $862,500 | $2,863,500 | $500,000 | $76,000 | | | Outplacement services(6) | 25,000 | — | — | — | | | Option and stock award vesting(7) | 352,590 | 483,000 | 352,590 | 352,590 | | | Health benefits(8) | 5,374 | 7,165 | — | — | | | Total Value | $1,245,464 | $3,353,665 | $852,590 | $428,590 | | Steve Clark | Severance pay(5) | $684,000 | $3,641,343 | $456,000 | $195,000 | | | Outplacement services(6) | 25,000 | — | — | — | | | Option and stock award vesting(7) | 1,070,740 | 1,331,879 | 1,070,740 | 1,070,740 | | | Health benefits(8) | 28,075 | 37,433 | — | — | | | Total Value | $1,807,815 | $5,010,655 | $1,526,740 | $1,265,740 | | Arthur J. Bacci | Severance pay(5) | $895,500 | $3,428,757 | $500,000 | $161,327 | | | Outplacement services(6) | 25,000 | — | — | — | | | Option and stock award vesting(7) | 1,004,020 | 1,250,635 | 1,004,020 | 1,004,020 | | | Health benefits(8) | 28,039 | 37,386 | — | — | | | Total Value | $1,952,559 | $4,716,778 | $1,504,020 | $1,165,347 | | Lisa M. Brubaker | Severance pay(5) | $621,000 | $2,496,369 | $414,000 | $231,000 | | | Outplacement services(6) | 25,000 | — | — | — | | | Option and stock award vesting(7) | 964,836 | 1,201,817 | 964,836 | 964,836 | | | Health benefits(8) | 11,981 | — | 15,974 | — | | | Total Value | $1,622,817 | $3,698,186 | $1,394,810 | $1,195,836 | | Shari Kruzinski | Severance pay(5) | $603,000 | $2,163,411 | $402,000 | $225,000 | | | Outplacement services(6) | 25,000 | — | — | — | | | Option and stock award vesting(7) | 897,026 | 1,123,776 | 897,026 | 897,026 | | | Health benefits(8) | 19,433 | 25,911 | — | — | | | Total Value | $1,544,459 | $3,313,098 | $1,299,026 | $1,122,026 |
Outstanding Equity Awards Value at Fiscal Year-End
| (1) Non Change in Control: CEO is 24 months of base salary; EVPs are 18 months of base salary, as well as 24 and 18 months respectively for the CEO’s and EVP’s employer-portion of premiums for coverage under health plan. |
Outstanding Equity Awards Value at Fiscal Year-End
| (2) Change in Control without Cause or Good Reason; CEO is 3 times base salary plus bonus, EVPs are 2 times base salary plus bonus, 1 times most current cash award (reflects ELTIP cash paid March 15, 2025 for 2024 performance). |
Outstanding Equity Awards Value at Fiscal Year-End
| (3) Death benefit one times base salary up to maximum of $500,000 provided to all Associates through the Company-paid Term Life and AD&D Insurance, reflected in figures above. |
Outstanding Equity Awards Value at Fiscal Year-End
| (4) NEOs hired prior to 1/1/2023 are grandfathered two weeks of short-term disability for each year of service up to a maximum of 26 weeks paid at 100% of weekly earnings. Short-term disability benefits for all NEOs hired on or after 1/1/2023 is 66.67% of weekly earnings subject to the plan’s maximum weekly benefit of $2,000 for up to 26 weeks. Long-term disability is 60% of monthly earnings and has a $10,000 per month maximum benefit. |
Outstanding Equity Awards Value at Fiscal Year-End
| (5) Severance payments following a change in control are subject to reduction if such payments would exceed the deductible limits under Section 280G of the Internal Revenue Code, if such a reduction results in greater after tax net result (a “best net” provision). |
Outstanding Equity Awards Value at Fiscal Year-End
| (6) Outplacement services amounts are estimates based on management’s experience with outplacement providers. |
Outstanding Equity Awards Value at Fiscal Year-End
| (7) This value includes stock options, RSUs and PSUs. Stock options and RSUs vesting is based on an assumed value of $53.13 per common share reflecting the closing price of WSFS common stock on Nasdaq on the last trading day of 2024. PSUs vesting is based on each award’s maximum value for Change in Control without Cause or for Good Reason and PSUs vesting is based on each award’s probable value for Non Change in Control, Death or Disability. |
Outstanding Equity Awards Value at Fiscal Year-End
| (8) Health benefits represent the portion of the total cost that would be paid by WSFS. |
Outstanding Equity Awards Value at Fiscal Year-End
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Outstanding Equity Awards Value at Fiscal Year-End
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 2024 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 2024 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 2024 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 $115,627. Mr. Levenson’s total compensation (including benefits) was $4,657,870. The ratio of Mr. Levenson’s annual total compensation to the annual total compensation of the identified median Associate at December 31, 2024 was approximately 40 to 1.
Outstanding Equity Awards Value at Fiscal Year-End
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Outstanding Equity Awards Value at Fiscal Year-End
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 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.
Outstanding Equity Awards Value at Fiscal Year-End
| | | | | | Year-end Value of $100 invested | | | | | | | | | | on 12/31/2019 Based on: | | | | | | | | Average SCT | Average CAP | | Peer | WSFS GAAP | WSFS | | | SCT Total for | CAP | Total for Non- | to Non-CEO | | Group | Net Income | Adjusted | | | CEO(1) | to CEO(2) | CEO NEOs(1) | NEOs(2) | WSFS TSR(3) | TSR(4) | (in millions) | ROA(5) | | Year | | | | | | | | | | 2024 | $4,644,087 | $6,186,062 | $1,639,940 | $1,884,875 | $129.02 | $130.96 | $263.7 | 1.26% | | 2023 | 3,859,142 | 2,842,594 | 1,086,806 | 629,363 | 110.12 | 113.95 | 269.2 | 1.38% | | 2022 | 4,658,471 | 4,642,876 | 1,452,394 | 1,375,931 | 107.05 | 113.03 | 222.4 | 1.40% | | 2021 | 3,386,092 | 3,690,966 | 1,373,560 | 1,400,192 | 116.92 | 123.08 | 271.4 | 1.86% | | 2020 | 2,563,402 | 2,970,990 | 1,038,954 | 1,265,202 | 103.60 | 92.93 | 114.8 | 0.77% |
Outstanding Equity Awards Value at Fiscal Year-End
| (1) Our Principal Executive Officer was Mr. Rodger Levenson, who served as our CEO for all five years covered in the table. For 2020 and 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. |
Outstanding Equity Awards Value at Fiscal Year-End
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.
Outstanding Equity Awards Value at Fiscal Year-End
| (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. |
Outstanding Equity Awards Value at Fiscal Year-End
| (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 2019 and valued as of the last trading day of 2020, 2021, 2022, 2023, and 2024. |
Outstanding Equity Awards Value at Fiscal Year-End
| (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, 2024. |
Outstanding Equity Awards Value at Fiscal Year-End
| (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”). |
Outstanding Equity Awards Value at Fiscal Year-End
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Outstanding Equity Awards Value at Fiscal Year-End
Calculation of CAP To calculate the amounts in the CAP table to our CEO and Non-CEO NEOs in the table above according to SEC reporting rules, the following adjustments were made to Total Compensation as reported in the SCT for 2024.
Outstanding Equity Awards Value at Fiscal Year-End
| | 2024 | | | | CEO | Average Non-CEO NEOs | | Total Compensation from SCT | $4,644,087 | $1,639,940 | | Amount deducted for aggregate change in actuarial present value from SCT | — | — | | Amount deducted for grant date values in the SCT | (2,375,961) | (654,785) | | Amount included (+ or -) or year-end fair value of unvested awards granted in the current year | $2,977,938 | $763,915 | | Amount included (+ or -) for year-over-year difference of year-end fair values for unvested awards granted in prior years | 1,035,358 | 152,317 | | Amount included (+ or -) for fair values at vest date for awards granted and vested in current year | — | — | | Amount included (+ or -) for difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | (95,360) | (16,512) | | Amount included for forfeitures during current year equal to prior year-end fair value | — | — | | Total Adjustments(1) | 1,541,975 | 244,935 | | CAP (as calculated) | $6,186,062 | $1,884,875 |
Outstanding Equity Awards Value at Fiscal Year-End
| (1) Our 2018 Long-Term Incentive Plan prohibits the payment of dividends or dividend equivalents on unexercised stock options or unvested full value equity grants. Therefore, no dividend-related adjustments were required in the calculation of CAP. |
Outstanding Equity Awards Value at Fiscal Year-End
Performance Measures Our Leadership & Compensation Committee takes a comprehensive perspective in appraising executive officer and Company performance, and considers multiple metrics in our ELTIP. Refer to the CD&A for further discussion of how we maintain alignment between performance and rewards. As required by SEC rules, the performance measures identified as the most important for executive officer compensation decisions are listed below.
Outstanding Equity Awards Value at Fiscal Year-End
| • | Adjusted ROA—our CSM |
Outstanding Equity Awards Value at Fiscal Year-End
| • | Adjusted ROTCE |
Outstanding Equity Awards Value at Fiscal Year-End
| • | Adjusted EPS |
Outstanding Equity Awards Value at Fiscal Year-End
For a reconciliation of these non-GAAP financial measures to their comparable GAAP measures, see “Appendix A – non-GAAP Reconciliations.” Relationship Between CAP and Performance Measures In accordance with SEC reporting rules, we have prepared the following graphs which overlay the following performance results with CAP:
Outstanding Equity Awards Value at Fiscal Year-End
| • | Company and peer group TSR versus CAP to the CEO and average for other NEOs for each covered year. |
Outstanding Equity Awards Value at Fiscal Year-End
| • | Company Net Income versus CAP to the CEO and average for other NEOs for each covered year. |
Outstanding Equity Awards Value at Fiscal Year-End
| • | Company Adjusted ROA versus CAP to the CEO and average for other NEOs for each covered year. |
Outstanding Equity Awards Value at Fiscal Year-End
In accordance with SEC reporting rules, we have prepared the following graphs which overlay the performance results with CAP in comparison to TSR, Net Income (GAAP) and Adjusted ROA (non-GAAP).
Outstanding Equity Awards Value at Fiscal Year-End
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Outstanding Equity Awards Value at Fiscal Year-End
| WSFS Bank 2025 Proxy Statement | 55 |
Outstanding Equity Awards Value at Fiscal Year-End
| WSFS Bank 2025 Proxy Statement | 56 |
Outstanding Equity Awards Value at Fiscal Year-End
Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm AUDIT MATTERS The Company’s Audit Committee appointed the firm of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 and is submitting its selection for ratification by our stockholders. KPMG LLP has served as our independent registered public accounting firm since 1994. Subject to the matters discussed under the section entitled “Audit Committee Report”, the Audit Committee carefully considered the firm’s qualifications as our independent registered public accounting firm, including a review of the qualifications of the engagement team, the quality control procedures the firm has established, and any issues raised by the most recent quality control review of the firm. Representatives of KPMG LLP are expected to be present at the Annual Meeting to respond to appropriate questions and will have the opportunity to make a statement if they desire to do so. ABOUT THE AUDIT COMMITTEE The Audit Committee’s review also included the matters regarding auditor independence discussed under the section titled “Audit Committee Report”, including whether the nature and extent of non-audit services would impair the independence of the auditors. Services provided to the Company and its subsidiaries by KPMG LLP during fiscal year 2024 are described under the section titled “Audit Services” below. ABOUT YOUR VOTE
Outstanding Equity Awards Value at Fiscal Year-End
| • | To be ratified, the appointment of KPMG LLP as our independent registered public accounting firm 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 that proposal. |
Outstanding Equity Awards Value at Fiscal Year-End
| • | 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. |
Outstanding Equity Awards Value at Fiscal Year-End
| | The Board of Directors recommends a vote “FOR” the verification of the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025. |
Outstanding Equity Awards Value at Fiscal Year-End
| WSFS Bank 2025 Proxy Statement | 57 |