☐ | Preliminary Proxy Statement |
☐ | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Under Rule 14a-12 |
☒ | No fee required. |
☐ | Fee paid previously with preliminary materials. |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |


WSFS Bank 2026 Proxy Statement | i |

![]() | WHEN 4:00 P.M. ET May 14, 2026 | ![]() | LIVE WEBCAST Register at https://web.viewproxy.com/ wsfs/2026 and click the link provided in your registration confirmation. | ![]() | RECORD DATE You may vote if you were a stockholder of record at the close of business on March 20, 2026 (the "Record Date"). |
Items of Business | |
PROPOSAL 1 Election of Directors. To elect three director nominees to our Board of Directors to serve for a three-year term. | ![]() |
PROPOSAL 2 Advisory Vote on Executive Compensation. To approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers ("NEOs"). | ![]() |
PROPOSAL 3 Ratification of the Appointment of the Independent Registered Public Accounting Firm. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. | ![]() |
Other Business: To consider and act upon such other business and matters or proposals as may properly come before the Annual Meeting or any adjournments or postponements thereof. As of the date of this notice, our Board of Directors knows of no other matters that may be brought before stockholders at the Annual Meeting. | |

Whether or not you plan to attend the Annual Meeting, please vote as soon as possible to make sure that your shares are represented at the Annual Meeting. |
WSFS Bank 2026 Proxy Statement | ii |
How to Cast Your Vote | |
Your shares cannot be counted unless you vote by any of these methods: | |
![]() | BY INTERNET Visit www.aalvote.com/WSFS. |
![]() | BY TELEPHONE Call toll-free to 1 (866) 804-9616. |
![]() | BY MAIL Complete, sign and date the proxy card and mail it in the enclosed postage-paid envelope. Proxy cards submitted by mail must be received by May 13, 2026. |
Beneficial Owners |
If your shares are held in “street name”, you should check with your bank, broker or other agent and follow the voting procedures required by your bank, broker or other agent to vote your shares. Each stockholder who attends the Annual Meeting virtually will need the control number that appears on the materials sent to you. |
Notice of Internet Availability of Proxy Materials |
In accordance with rules adopted by the Securities and Exchange Commission, except for stockholders who have requested otherwise, we have mailed to our stockholders a Notice of Internet Availability of Proxy Materials ("Notice of Internet Availability"). The Notice of Internet Availability provides instructions either for accessing our proxy materials, including the Proxy Statement, and the 2025 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2025 (the "Proxy Materials"), at the website address referred to in the Notice of Internet Availability, or for requesting printed copies of the proxy materials by mail or electronically by email. If you would like to receive a paper or email copy of our proxy materials either for this Annual Meeting or for all future meetings, you should follow the instructions for requesting such materials included in the Notice of Internet Availability we mailed to you. Our Board of Directors provided the Notice of Internet Availability and is making the proxy materials available to you in connection with the Annual Meeting. As a stockholder of record on the Record Date, you are invited to attend the Annual Meeting virtually and are entitled to, and requested to, vote on the proposals described in this Proxy Statement. |
WSFS Bank 2026 Proxy Statement | iii |

Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ||||
Board Structure and Roles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ||||
Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ||||
Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ||||
CEO Pay Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ||||
Executive Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ||||
Risk Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ||||
Committee Charters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ||||
Board Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ||||
ABOUT YOUR VOTE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ||||
WSFS Bank 2026 Proxy Statement | 1 |
Proposals | Vote Required | Board Recommendation | Page | |
1 | Election of Directors | A plurality of the votes cast | FOR | |
2 | Advisory vote on Executive Compensation | A majority of the shares present in person by participation at the Annual Meeting or represented by proxy and entitled to vote on the proposal | FOR | |
3 | Ratification of the Appointment of the Independent Registered Public Accounting Firm | A majority of the shares present in person by participation at the Annual Meeting or represented by proxy and entitled to vote on the proposal | FOR |
WSFS Bank 2026 Proxy Statement | 2 |
$5.09 | 1.36% | 31.8% | $287.3M | 17.55% | ||||
EPS (diluted) | ROA | Fee Revenue % | Net Income(1) | ROTCE(2) |
NIM: Our NIM of 3.87% increased 5bps compared to the prior year, driven by lower deposit and wholesale funding costs as well as higher cash balances from growth in average deposits. We ended the year with an interest bearing deposit beta of 43% and 32% of our client deposits being noninterest accounts. Fee Revenue: Fee revenue was flat compared to last year at $339.9 million. Wealth and Trust continues to perform well and grew 16% year-over-year with 35% growth in WSFS Institutional Services® and 19% growth in BMT of DE. These increases from Wealth and Trust were partially offset by a 15% decrease in Cash Connect® driven by lower ATM volumes and the impact of interest rate cuts. Noninterest Expense ("NIE"): Our full-year efficiency ratio of 59.6% decreased 128bps when compared to the prior year. Full-year NIE was down $1.5 million while continuing to support our investments in talent and technology as well as our high-touch Client service business model. Client Deposits: Total client deposits grew 4% mainly due to growth in Trust and Private Banking. Noninterest deposits grew 12% and continue to represent over 30% of our total client deposits. Additionally, our deposit base is well-diversified with more than 54% of our client deposits coming from Commercial, Small Business, and Wealth and Trust. Net Loans and Leases: Loans grew 1% driven by Construction, Residential Mortgage, and C&I. This growth was partially offset by runoff in our partnership portfolios and the strategic sale of the Upstart portfolio during the year. Our net loan-to-deposit ratio of 74% continues to provide balance sheet flexibility and capacity to fund new loan growth. Asset Quality: Overall asset quality remains stable, including our ACL coverage of 1.36%. Problem assets and nonperforming assets declined meaningfully from the prior year and problem assets were at their lowest level in two years. Net charge-offs were 46bps of average loans. When excluding the Upstart portfolio, which was largely divested during the year, net charge-offs were 40bps of average loans. Capital Management: Capital ratios remain strong and are all substantially in excess of "well-capitalized" regulatory benchmarks, including a CET1 of 13.92%. WSFS returned over 110% of reported earnings to stockholders in 2025. Wealth and Trust: Fee revenue of $170.9 million grew 16% compared to the prior year, driven by growth in Institutional Services and BMT of DE. Assets Under Management and Administration (“AUM/AUA”) increased 9% to $97.4 billion. Additionally, WSFS Institutional Services® ended 2025 as the 4th most active U.S. ABS and MBS trustee for the year and has nearly 12% of the total market share. Cash Connect®: Fee revenue was down 15%, primarily driven by lower ATM volumes and interest rate cuts (the revenue decline was more than offset in noninterest expenses). Profit margin increased to 11.5% (from 1.0% in 2024) due to repricing and optimization efforts. |
(1) | Net income attributable to WSFS. |
(2) | These are non-GAAP financial measures and should be considered along with results prepared in accordance with GAAP, and not as a substitute for GAAP results. For a reconciliation of these non-GAAP financial measures to their comparable Generally Accepted Accounting Principles ("GAAP") measures, see “Appendix A—non-GAAP Reconciliations.” |
WSFS Bank 2026 Proxy Statement | 3 |


WSFS Bank 2026 Proxy Statement | 4 |
Director | Age(1) | Current Term | Independence | Principal Occupation |
Anat Bird | 74 | 2027 | ✓ | Chairman and CEO of the Bird Group, LTD and President and Chief Executive Officer of SCB Forums, LTD, a Division of The ProSight Financial Association |
Francis B. Brake | 62 | 2028 | ✓ | President and Co-Founder of Epic Research, LLC |
Karen Dougherty Buchholz | 59 | 2028 | ✓ | Strategic Advisor, Comcast Corporation |
Jennifer W. Davis | 55 | 2027 | ✓ | Executive Vice President and Chief Operating Officer at the University of Virginia |
Michael J. Donahue | 67 | 2027 | ✓ | Principal, Donahue Consulting, Inc. |
Eleuthère I. du Pont | 59 | 2026 | ✓ | President of the Longwood Foundation |
Nancy J. Foster3 | 64 | 2026 | ✓ | Retired President and Chief Executive Officer of RMA |
Christopher T. Gheysens | 55 | 2028 | ✓ | Chairman and Chief Executive Officer of Wawa, Inc. |
Michelle Hong2 | 51 | 2026 | ✓ | Counsel at Stradley Ronon Stevens & Young, LLP |
Rodger Levenson | 65 | 2028 | — | Chairman, President and Chief Executive Officer of WSFS |
Lynn B. McKee | 70 | 2027 | ✓ | Retired Executive Vice President, Chief Human Resources Officer for Aramark |
David G. Turner | 61 | 2026 | ✓ | Retired Managing Partner, IBM Consulting Americas |
(1) As of March 31, 2026. | ||||
(2) Ms. Hong joined the Board effective December 1, 2025. | ||||
(3) Ms. Foster will not seek reelection to our Board of Directors. | ||||


WSFS Bank 2026 Proxy Statement | 5 |
Anat Bird | Francis B. Brake | Karen Dougherty Buchholz | Jennifer W. Davis | Michael J. Donahue | Eleuthere I. du Pont | Christopher T. Gheysens | Michelle Hong | Rodger Levenson | Lynn B. McKee | David G. Turner | |||
A, R, WF | GN, E, LC, R | GN, LC, R, WF | WF E, R, LC | A, R, WF | A, E, WF | A, E, GN | R, WF | E | GN, LC | A, GN, E, LC | |||
![]() | Banking / Financial Services Industry | * | * | * | * | * | * | 6/11 | |||||
Experience in the banking and financial services industry enables our directors to have insights into the competitive landscape and unique needs of our Company. | |||||||||||||
![]() | Executive Leadership and Talent | * | * | * | * | * | * | * | * | * | * | * | 11/11 |
Previous leadership roles help our directors find those who will excel while serving in leadership positions within the Company and enable our directors to promote and grow our culture and support our senior leadership with talent management, including attracting, developing and retaining high quality individuals. | |||||||||||||
![]() | Finance and Accounting | * | * | * | * | * | * | * | * | * | 9/11 | ||
Financial and accounting acumen allow our Board of Directors to analyze our financial statements and our financial reporting practices. | |||||||||||||
![]() | Regulatory / Risk Management | * | * | * | * | * | * | * | * | 8/11 | |||
Experience with regulators and risk management assists our directors in understanding both the risks and the opportunities we face in a heavily regulated industry. | |||||||||||||
![]() | Technology | * | * | * | * | * | * | * | * | 8/11 | |||
Banking evolves every year and our technology has to evolve with it. Technological literacy facilitates the growth and evolution of our Company. | |||||||||||||
![]() | Local Market | * | * | * | * | * | * | * | * | * | 9/11 | ||
We are proud of our legacy as the oldest and largest locally- managed bank and trust company headquartered in the Greater Philadelphia and Delaware region. Our directors share our community roots. | |||||||||||||
![]() | National / Global | * | * | * | * | * | * | * | * | 8/11 | |||
We strive to combine a strong local presence in our core geographic markets with national capabilities and global reach. Our Board of Directors members understand the national and international markets. | |||||||||||||
![]() | Mergers and Acquisitions | * | * | * | * | * | * | * | 7/11 | ||||
Our growth strategy includes both organic and acquisition growth and improving our overall customer experience through innovation and leveraging new technologies. Our directors know how to navigate the acquisition landscape. | |||||||||||||
![]() | Wealth | * | * | * | * | * | * | 6/11 | |||||
Our Wealth division and the expanding array of services it provides furthers our mission to provide top-tier service to our clients. Our directors understand and have experience with the myriad issues, products, and services that support our diversified Wealth division. | |||||||||||||
![]() | Cybersecurity | * | * | * | * | * | 5/11 | ||||||
The safety of our business and our clients is a primary concern of our Board. Our directors have experience with assessing, identifying, and managing material risks from cybersecurity threats. |
WSFS Bank 2026 Proxy Statement | 6 |
WSFS Financial Corporation Board of Directors Chairman: Rodger Levenson(1) Lead Independent Director: Christopher T. Gheysens | ||||||
Audit Committee and Wealth Management Fiduciary Audit Committee | Governance and Nominating Committee | Executive Committee | Leadership and Compensation Committee | Risk Committee | Wealth Management Fiduciary Committee | |
Chair | David G. Turner | Christopher T. Gheysens | Rodger Levenson | Francis B. Brake | Jennifer W. Davis | Eleuthère I. du Pont |
Vice Chair | Michael J. Donahue | Karen Dougherty Buchholz | David G. Turner | Lynn B. McKee | Nancy J. Foster | Michael J. Donahue |
Members | Anat Bird Eleuthère I. du Pont Nancy J. Foster Christopher T. Gheysens | Francis B. Brake Lynn B. McKee David G. Turner | Francis B. Brake Jennifer W. Davis Eleuthère I. du Pont Christopher T. Gheysens | Karen Dougherty Buchholz Jennifer W. Davis Nancy J. Foster David G. Turner | Anat Bird Francis B. Brake Karen Dougherty Buchholz Michael J. Donahue | Anat Bird Karen Dougherty Buchholz Jennifer W. Davis |
Meetings | 10(2) | 5 | 8 | 5 | 6 | 5 |
(1) | During 2025, Mr. Levenson routinely attended Audit, Governance and Nominating and Leadership and Compensation Committee meetings at the discretion and invitation of the committee chairs for the purpose of providing his institutional knowledge and insight. He did not attend executive sessions or discussions that were related to him and does not have voting rights on such committees. |
(2) | There were 6 Audit Committee meetings and 4 Wealth Management Fiduciary Audit Committee meetings in 2025. |
WSFS Bank 2026 Proxy Statement | 7 |

Lead Independent Director Our Board of Directors recognizes the need for strong independent perspectives. When the Chairman and CEO roles are combined, our Board of Directors requires the appointment of a Lead Independent Director by a majority vote of independent directors. Succession Our Board of Directors and CEO actively participate in the succession planning process so that we continue to build a Board of Directors and executive team with expertise and talents that will continue to contribute to our success. Annual Board Assessment Our Board of Directors conducts an annual board self-evaluation process and every third year, engages a third-party consultant to conduct the evaluation. | Continual Refreshment We aim for an equal balance of shorter-tenured members (less than 6 years), medium-tenured members (between 6 and 12 years), and longer-tenured members (more than 12 years). Independent Directors’ Executive Sessions At least twice per year, independent directors have regularly scheduled meetings at which only independent directors are present. All independent directors are also able to request additional independent directors’ sessions at meetings. Director Resignation Policy in Uncontested Elections In an uncontested election, it is our policy that nominees who receive a number of votes in favor of their election which is less than a majority of total votes cast should promptly offer to resign from the Board of Directors. | ||
WSFS Bank 2026 Proxy Statement | 8 |
1 | 2 | 3 | ||
We strive to be competitive in base pay, taking into consideration salaries of similar positions at comparable financial institutions in our compensation peer group (“CPG”), allowing for exceptions in particular circumstances. | We structure our incentive compensation system to provide rewards for performance that reflect our strategic plan and balance executives’ focus on both annual goals and our long-term success, without creating undue risk. | Our total compensation for expected performance levels is targeted at levels similar to those at comparable financial institutions in our peer group. For top performance, we provide total compensation reflecting that superior performance. | ||





Stock Ownership Guidelines Our guidelines require significant stock ownership for our Executive Leadership Team and our Board of Directors. Say-on-Pay We conduct annual Say-on-Pay votes. The 2025 Say-on-Pay vote was approved by over 98% of the shares present in person by participation or represented by proxy at the 2025 Annual Meeting of Stockholders and entitled to vote on the proposal. Balanced Compensation We balance executives’ short-term and long-term compensation to discourage short-term risk taking at the expense of long-term results. Double-Trigger Change-in-Control Our compensation program imposes a double-trigger for equity incentive awards which do not vest solely upon a change-in-control, but also require a qualifying termination of employment following a change-in-control. | Independent Compensation Consultant We engage an independent compensation consultant who acts as independent advisor to the Leadership and Compensation Committee on executive leadership and Board of Directors compensation matters, and other compensation matters under the purview of the Leadership and Compensation Committee, and from time to time provides advice on best practices for compensation matters unrelated to our Executive Leadership Team or Directors. Clawback Policy We have a policy requiring us to recoup cash and equity-based incentive compensation in the event of fraud or other misconduct or financial restatements. Performance-Based Compensation We make a significant portion of executives’ compensation performance- based and focused on stockholder value. | No Single-Trigger Golden Parachutes or Multi-Year Guaranteed Bonuses We do not enter into employment contracts with executives containing single-trigger goIden parachutes or multi-year guaranteed bonuses. No Gross-Up Payments We do not provide gross-up payments to cover personal income or excise taxes that pertain to severance benefits. No Hedging or Pledging We do not permit hedging, collars, short sales or other derivative transactions or pledging transactions involving our common stock by our executives. | ||
WSFS Bank 2026 Proxy Statement | 9 |
![]() | The Board of Directors recommends a vote FOR each of the nominees listed on the following pages. |
WSFS Bank 2026 Proxy Statement | 10 |
![]() | Eleuthère I. du Pont Director since: 2013 Term expires: 2026 | ![]() | Michelle Hong Director since: 2025 Term expires: 2026 | |
Committees: Audit Committee Executive Committee Wealth Management Fiduciary Audit Committee Wealth Management Fiduciary Committee | Committees: Risk Committee Wealth Management Fiduciary Committee | |||
Eleuthère I. du Pont, 59, served as our Lead Independent Director from 2016 to 2021. Mr. du Pont brings significant expertise in corporate governance, accounting, finance, operations, retail, information technology, wealth and investment management to our Board of Directors. •President of the Longwood Foundation, a private foundation principally supporting charitable organizations (2008 to present) •Senior Vice President, Operations and Chief Financial Officer of drugstore.com (2007 to 2008) Board Service and Memberships: •Director of E.I. du Pont de Nemours and Company (serving as an ex-officio member of the Board during the merger of equals with Dow Chemical Company) •Director of First State Educate Education: •Bachelor of Science degree in Mechanical Engineering from Stanford University •Master’s degree in Business Administration from Stanford University | Michelle Hong, 51, joined our Board of Directors in December of 2025. Ms. Hong brings to our Board extensive experience in the financial and legal services industries, along with strong expertise in executive leadership and talent, local markets, wealth management and environmental, social, and governance matters. •Counsel at Stradley Ronon Stevens & Young, LLP (September 2025 to present) •Founding Partner and Co-Office Head of the Northern Trust Company (Philadelphia Office) (2019 to 2025) •Senior Vice President, Senior Wealth Planner at Brown Brothers Harriman (2006 to 2019) Board Service and Memberships: •Corporate Director of PECO, an Exelon energy company •Vice Chair and Board Member of the National Association of Corporate Directors (NACD) Philadelphia •Director of the William Penn Foundation •Director of WHYY, Inc. •Former Director of Main Line Health •Former Director of Philabundance Education: •Bachelor of Arts degree in Public Policy Studies and English from Duke University •Juris Doctor from Harvard Law School | |||
WSFS Bank 2026 Proxy Statement | 11 |
![]() | David G. Turner Director since: 2013 Term expires: 2026 |
Committees: Audit Committee Executive Committee Governance and Nominating Committee Leadership and Compensation Committee Wealth Management Fiduciary Audit Committee | |
David G. Turner, 61, brings significant expertise in banking and financial markets with experience in the areas of P&L management, product development, marketing, sales, analytics, technology, channels and customer experience. •Retired Managing Partner, IBM Consulting Americas (June 2019 to December 2025) •Vice President and Partner, Service Line Leader for North America Global Business Services for IBM (2010 to 2019) •Former Global Industry Leader, Financial Services Big Data, Analytics and Cognitive Industry Platforms in the Global Services Division for IBM (2010 to 2013) •Founder of Sovereign Partners Consulting, LLC working with key major banking clients worldwide focusing on strategy and IT consulting (2009 to 2010) •Served in various capacities with MBNA and its successor, Bank of America as Senior Executive Vice President, Group Executive tasked with creating MBNA’s Research and Development Department, and Chief Data Officer (2003 to 2009) Board Service and Memberships: •Distinguished Industry Leader - Banking/Financial Markets - IBM’s Industry Academy •Former Chairman of the Board of Trustees of Delaware State University •Former Director of the US Chamber of Commerce •Adjunct Professor at the University of Delaware •Recognized as a 2024 Most Influential Corporate Director by Savoy Magazine Education: •Bachelor of Science in Computer Science/Mathematics from Delaware State University •Master of Science in MIS from Fairleigh Dickinson University •Dartmouth-Amos Tuck Executive Masters of Business Administration Education Program | |
WSFS Bank 2026 Proxy Statement | 12 |
![]() | Rodger Levenson Director since: 2019 Chairman since: 2020 Term expires: 2028 | ![]() | Anat Bird Director since: 2010 Term expires: 2027 | |
Committees: Executive Committee | Committees: Audit Committee Risk Committee Wealth Management Fiduciary Audit Committee Wealth Management Fiduciary Committee | |||
Rodger Levenson, 65, has been Chairman of our Board of Directors since January 1, 2020. He brings extensive banking, finance, lending, risk management, regulatory, mergers and acquisitions, governance, executive management, and local market expertise to our Board of Directors having served in executive roles in commercial lending, finance and corporate development with financial institutions in the Greater Philadelphia and Delaware Region for the majority of his career. •President and Chief Executive Officer of WSFS (2019 to present) •Executive Vice President and Chief Operating Officer of WSFS (2017 to 2018) •Executive Vice President and Chief Corporate Development Officer of WSFS (2016 to 2017) •Executive Vice President and Interim Chief Financial Officer of WSFS (2015 to 2016) •Executive Vice President and Chief Commercial Banking Officer of WSFS (2006 to 2015) •Senior Vice President and Manager at Citizens Bank (2003 to 2006) Board Service and Memberships: •Board of Directors, Executive Committee and Member of CEO Council for Growth of The Chamber of Commerce for Greater Philadelphia •Co-chair of the Board of Directors and Member of the Executive Committee of the Delaware Prosperity Partnership •Member of the U.S Federal Reserve Board's Federal Advisory Council (FAC) •Member of the Children’s Hospital of Philadelphia Corporate Council •Member of the Corporate Council and Executive Committee of the Satell Institute for Corporate Social Responsibility •Member of the Executive Committee of the Delaware Business Roundtable •Member of Penn Medicine Corporate Council •Former director of the Delaware Chamber of Commerce •Former chairman and director of the Delaware Bankers Association Education: •Bachelor of Business Administration in Finance from Temple University •Master of Business Administration from Drexel University •Leadership courses at the Wharton School of Business, Center for Creative Leadership, and Harvard University School of Business | Anat Bird, 74, brings a broad range of banking experience as well as strategic planning, mergers and acquisitions, regulatory, risk, financial, and executive management experience from a national and global perspective to our Board of Directors. Ms. Bird has extensive experience in the banking and financial services industry including authoring six books on the banking business and providing and facilitating ongoing dialogue and education for executives in the banking industry through SCB Forums. •Chairman and CEO of The Bird Group, LTD (1994 to present) •President and Chief Executive Officer of SCB Forums, LTD, Division of ProSight Financial Association (1994 to present) •President and CEO of California Community Bancshares (March 2001 to November 2001) •Executive Vice President of Wells Fargo Bank (1997 to 2001) •Senior Executive Vice President, Chief Operating Officer of Norwest Bank (1997 to 2001) •Group Head and Executive Vice President of Norwest Bank (1995 to 1997) Board Service and Memberships: •Board of Directors for MidFirst Bank in Oklahoma City, Oklahoma (2003 to present) •Former member of the Boards of Sterling Bank (2002 to 2011), Sun Bancorp, Inc. (2008 to 2009), First Indiana Bank (2002 to 2007) and AmTrust Bank (2008 to 2009) Education: •Bachelor of Arts in International Relations and Master’s degree in International Relations and Psychology from Hebrew University in Jerusalem •Masters of Business Administration in Finance from American University •Diploma in Corporate Strategic Planning from the Wharton School of Business | |||
WSFS Bank 2026 Proxy Statement | 13 |
![]() | Francis B. Brake Director since: 2014 Term expires: 2028 | ![]() | Karen Dougherty Buchholz Director since: 2019 Term expires: 2028 | |
Committees: Executive Committee Governance and Nominating Committee Leadership and Compensation Committee Risk Committee | Committees: Governance and Nominating Committee Leadership and Compensation Committee Risk Committee Wealth Management Fiduciary Committee | |||
Francis B. Brake, 62, brings expertise in marketing, entrepreneurship, innovation, product development, business partnerships, financial services, and executive leadership to our Board of Directors. •President and Co-Founder of Epic Research, LLC (2007 to present) •Managing Director and Chief Marketing Officer for Juniper Bank/Barclaycard US (2000 to 2007) •Various positions including Executive Vice President, Marketing at First USA Bank (1994 to 2000) Board Service and Memberships: •Former Chairperson of the Board of Directors of The Chester Fund Foundation •Former director of Barclays Bank Delaware Education: •Bachelor of Arts in Government from The College of William and Mary •Master of Business Administration from The Darden Graduate School of Business, University of Virginia | Karen Dougherty Buchholz, 59, provides our Board of Directors with extensive public company oversight and leadership experience, knowledge of local and national markets, technology expertise and experience outside the financial services industry. •Strategic Advisor, Comcast Corporation (January 2026 to present) •Executive Vice President of Administration of Comcast Corporation (May 2020 to December 2025) •Chief Diversity Officer of Comcast Corporation (December 2019 to October 2020) •Senior Vice President of Administration of Comcast Corporation (2014 to 2020) •Trustee of Beneficial Bank (2009 to 2014) Board Service and Memberships: •Board of Directors of FS Credit Real Estate Income Trust •Board of Trustees of Drexel University •Global Board of Directors of Women in Cable Telecommunications •Chair of the Board of Directors of the Philadelphia Convention and Visitors Bureau •Board of The Philadelphia Orchestra and Ensemble Arts •Former director of Beneficial Bancorp. Inc. (Beneficial) •Former member of the Board of Directors of the Museum of the American Revolution Education: •Bachelor’s degree from Dickinson College •Master’s degree in Organizational Dynamics from the University of Pennsylvania | |||
WSFS Bank 2026 Proxy Statement | 14 |
![]() | Jennifer W. Davis Director since: 2009 Term expires: 2027 | ![]() | Michael J. Donahue Director since: 2019 Term expires: 2027 | |
Committees: Leadership and Compensation Committee Executive Committee Risk Committee Wealth Management Fiduciary Committee | Committees: Audit Committee Risk Committee Wealth Management Fiduciary Audit Committee Wealth Management Fiduciary Committee | |||
Jennifer W. Davis, 55, served as our Lead Independent Director from 2021 to 2025. Ms. Davis brings human resources, technology, finance, risk management and executive leadership expertise to our Board of Directors from both a local and national perspective. Ms. Davis provides experience with and knowledge of enterprise risk management gained from both her current and past roles with the University of Virginia and George Mason University as well as being well versed in the technology needs of a large organization. •Executive Vice President and Chief Operating Officer at the University of Virginia overseeing the areas of finance, human resources, accounting, treasury, facilities, audit, compliance, enterprise risk management, technology, public safety, and auxiliary services (2018 to present) •Senior Vice President and Chief Financial Officer at George Mason University (2013 to 2018) •Vice President for Finance and Administration of the University of Delaware (2008 to 2013) •Cabinet Secretary-Director of the Office of Management and Budget for the State of Delaware (2005 to 2008) •Budget Director, Deputy Secretary of Education and Associate Secretary of Education for policy and administrative services for the State of Delaware (2002 to 2005) Education: •Bachelor’s degree in Political Science from Pennsylvania State University •Master’s degree in Policy Analysis from Pennsylvania State University | Michael J. Donahue, 67, provides our Board of Directors with significant risk management and public company oversight experience, technology strategy and information systems experience, and experience in mergers and acquisitions at a local and national level. Having served on the board of directors for a total of 21 public and private corporations and having spent his entire career serving in the finance and accounting industry, Mr. Donahue provides key insight to and oversight of the Company’s myriad responsibilities as a financial institution. •Principal, Donahue Consulting, Inc. (2015 to present) •Advisor to NewSpring Capital (2015 to present) •Group Executive Vice President and Chief Operating Officer of KPMG Consulting, Inc. following its spin-off led by Mr. Donahue (2000 to 2005) •Managing Partner, Consulting of KPMG Consulting, Inc. (1991 to 2000) Board Service and Memberships: •Independent director of Symphonic (2022 to present) •Former member of the Provost’s Board of Villanova University (2017 to 2025) •Former independent director of Gluware (2021 to 2024) •Former independent director of SiteSpect (2015 to 2025) •Former independent director of Mobiquity (2014 to 2020) •Trustee and then director of Beneficial Bancorp Inc. (2015 to 2019) •Former member of the Board of Directors of KPMG LLP (US), KPMG Consulting KK (Japan) and Chairman of the Supervisory Board of KPMG Consulting AG (Germany, Austria and Switzerland) Education: •Bachelor’s degrees in Economics and History from the University of Pennsylvania •International Management Program at the Wharton School of Business | |||
WSFS Bank 2026 Proxy Statement | 15 |
![]() | Christopher T. Gheysens Director since: 2017 Lead Independent Director since: 2025 Term expires: 2028 | ![]() | Lynn B. McKee Director since: 2022 Term expires: 2027 | |
Committees: Audit Committee Executive Committee Governance and Nominating Committee Wealth Management Fiduciary Audit Committee | Committees: Leadership and Compensation Committee Governance and Nominating Committee | |||
Christopher T. Gheysens, 55, brings finance, accounting, auditing, strategic planning, retail operations, board governance, local and national market, and executive leadership expertise to our Board of Directors from his experience with Wawa, Inc., a privately held, $20 billion organization consisting of more than 1,200 company owned and operated convenience stores. Mr. Gheysens has extensive knowledge of retail operations as well as experience with strategic planning, including leading the expansion of the convenience store and gas station’s footprint along the East Coast and Mid-West. •Chairman and Chief Executive Officer of Wawa, Inc. (2024 to present) •Vice-Chair and Chief Executive Officer of Wawa, Inc. (2023 to 2024) •President and Chief Executive Officer of Wawa, Inc. (2013 to 2023) •Chief Financial and Administrative Officer of Wawa, Inc. (2007 to 2012) Board Service and Memberships: •Chairman of the Children’s Hospital of Philadelphia’s Board of Trustees and former member of the Children’s Hospital of Philadelphia Board of Overseers •Former Trustee on Villanova University’s Board of Trustees and former chairperson of the Dean’s Advisory Council for the Villanova School of Business •Former director of the National Association of Convenience Stores (NACS) •Former member of the Economic and Community Advisory Committee for the Federal Reserve Bank of Philadelphia Education: •Bachelor of Science in Accountancy from Villanova University School of Business •Master of Business Administration from Saint Joseph’s University •Former Certified Public Accountant in New Jersey | Lynn B. McKee, 70, brings to our Board of Directors extensive corporate level and day-to-day experience in employment, compensation and benefits matters at the regional, national and international levels. In addition to her expertise in Human Resources, Ms. McKee brings crisis management, corporate governance, executive leadership, and public company oversight skills. Ms. McKee provides invaluable guidance in the area of leadership and talent acquisition through the vast experience she gained during her over 40-year career with Aramark and the breadth of roles she served in their HR department. Ms. McKee also brings experience acquired having served as a board member of two other public companies. •Retired Executive Vice President, Chief Human Resources Officer for Aramark, a global services management company (2004 to December 2022) •Several key positions for Aramark, including Director of Employee Relations; Vice President, Corporate Human Resources, where she was responsible for executive development and compensation; and Senior Vice President Human Resources, Aramark Global Food, Hospitality and Facility Services (1980 to 2004) •Led Aramark Corporate Communications, Diversity, Equity and Inclusion, Sustainability, Community Relations, Corporate Real Estate and Air and Meeting Services Board Service and Memberships: •Former director of Bryn Mawr Bank Corporation and The Bryn Mawr Trust Company (2013 to 2021) •St. Joseph’s University Board of Trustees (2007 to 2016) •Vestis (formerly known as Aramark Uniform Services) Board of Directors (2023 to present) •Highmark Inc. Board of Directors (2024 to present) Education: •Bachelor’s degree in Accounting from St. Joseph’s University •Master of Business Administration from Drexel University | |||
WSFS Bank 2026 Proxy Statement | 16 |
The Governance and Nominating Committee is responsible for identifying and recommending qualified individuals as candidates for membership on our Board of Directors. It solicits recommendations from our officers, and also considers and evaluates candidates recommended by our stockholders. For more information on how to submit a recommendation for a director candidate, see “Meeting and Other Information”. After reviewing the recommendations of the Governance and Nominating Committee, our Board of Directors considers the individuals’ qualifications and nominates the candidates for your consideration. Our Board of Directors and the Governance and Nominating Committee considers: •Our Board of Directors’ current makeup to assure director candidates possess a wide range of leadership accomplishments, skills, knowledge, and experience described in the proxy summary section; •Directors’ and nominees’ knowledge about the business activities and market areas in which we and our subsidiaries engage; •Whether a candidate possesses a breadth of knowledge and experience to enable him or her to make a meaningful contribution to the governance of a complex, multibillion-dollar financial institution; •Corporate values and culture, including diverse perspectives, experiences, and backgrounds; and •Candidates’ prominence in their fields and management experience. The Governance and Nominating Committee engages a third- party consulting firm to assist in identifying future nominees to help build a more well-rounded Board of Directors with the appropriate expertise and talents that will continue to contribute to the success of WSFS. This consultant also assists with evaluating, interviewing and performing reference checks on potential nominees to our Board of Directors. Our consultant receives compensation for this service depending on the parameters of the research and the number of nominees. The candidates are then evaluated against the anticipated skills and experience needed on our Board of Directors. | Independence We believe it is important to have a strong Board of Directors comprised of a majority of independent directors that is accountable to our stockholders. Consistent with Nasdaq Stock Market ("Nasdaq") director independence listing standards, our Board Principles and Guidelines and SEC requirements, our Board of Directors carefully evaluates any circumstances, transactions or relationships that we believe could have an impact on whether or not the members of our Board of Directors are independent of us and our subsidiaries, including the Bank, and are able to conduct their duties and responsibilities as directors without any personal interests that would interfere or conflict with those duties and responsibilities. A director will be considered independent if our Board of Directors has affirmatively determined (i) that the director does not have a direct or indirect material relationship with WSFS as a partner, stockholder, or Associate of either WSFS or another related entity and (ii) that there are no other factors that would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our Board of Directors carefully considers all relevant information when determining independence status, including, but not limited to, banking, employment, compensation, consulting fees, advisory fees, related organizations, charitable contributions, board and committee positions (both at WSFS and other companies), affiliations, commercial transactions, relationships with our auditor, payments for property or services and other relationships and transactions involving each director or immediate family member and their related interests and the Company. Other than Mr. Levenson, our Board of Directors has determined that each director who either served on the Board of Directors during the year ended December 31, 2025, or currently serves on our Board of Directors, including each nominee, is independent under Nasdaq director independence listing standards. |
WSFS Bank 2026 Proxy Statement | 17 |
Leadership The leadership of our Board of Directors is comprised of: (i) our Chairman (who also serves as our President and CEO), (ii) our Lead Independent Director and (iii) our committee chairs. Chairman Rodger Levenson was elected Chairman effective January 1, 2020 and has served as our President and CEO since January 2019. He was elected Chairman because of his unique experience and extensive knowledge of WSFS and local markets, leadership qualities, business acumen, and standing in the Community. The Chairman participates in other committees of our Board of Directors in an advisory manner, recommends the appointment of committee chairs and committee members, ensures committee rotation, develops the agendas of the Board and Annual Meetings, and represents our Board of Directors in the community. Our Board of Directors reviews its leadership structure annually. Our Board of Directors determines whether the Chairman and CEO roles will be held by the same person based on its assessment of what is in the best interests of the Company and its stockholders at a given point in time, the leadership qualities and experience of the individual, and the composition of our Board of Directors. At the time of Mr. Levenson’s election, our Board of Directors considered whether to combine the roles of Chairman and CEO, and ultimately determined that a combined role was the best way to implement WSFS’ strategic plan. Mr. Levenson’s service as both Chairman and CEO reflects his strategic vision and leadership of WSFS through a period of strong performance and highly disciplined growth. Our Board of Directors also recognizes the need for strong independent perspectives. Therefore, when the Chairman and CEO roles are combined, our Board of Directors requires that the appointment of the Lead Independent Director be approved by a majority vote from all independent directors. Lead Independent Director Christopher T. Gheysens has been our Lead Independent Director since July 2025. The Lead Independent Director is an independent director and has been designated by our Board of Directors to lead our Board of Directors in fulfilling its duties effectively, efficiently, and independently of management. The Lead Independent Director presides at meetings of our Board of Directors at which the Chairman is not present, collaborates with the Chairman and the independent directors, meets with the independent directors without management present, provides input on and approves the meeting agendas, ensures delegated committee functions are carried out, evaluates the effectiveness of our Board of Directors and its committees, including oversight of the annual Board self- evaluation process; and consultation and/or direct communication with major stockholders. | Collaboration Between the Chairman and the Lead Independent Director Our Chairman and Lead Independent Director connect our management and our Board of Directors to support our Board of Directors working as a cohesive team, including by: •Providing adequate resources to our Board of Directors by way of full, timely, and relevant information; •Facilitating appropriate continuing education; •Arranging adequate orientation for new directors; •Meeting with individual directors; •Maintaining a process for monitoring legislation and best practices which relate to the responsibilities of our Board of Directors; •Recommending the retention of advisers and consultants; and •Ensuring that committee members have appropriate input to the proxy statement relating to their committees. Committee Chairs Our committee chairs are responsible for the development, management, and effective performance of their individual committees, and provide leadership to our Board of Directors regarding all aspects related to their committee's work. |
WSFS Bank 2026 Proxy Statement | 18 |
Audit Committee | Governance and Nominating Committee | Executive Committee(1) | Leadership and Compensation Committee | Risk Committee | Wealth Management Fiduciary Committee | Wealth Management Fiduciary Audit Committee | ||||||||
Anat Bird | ✓ | ✓ | ✓ | ✓ | ||||||||||
Francis B. Brake | ✓ | ✓ | C | ✓ | ||||||||||
Karen Dougherty Buchholz | ✓ | ✓ | ✓ | ✓ | ||||||||||
Jennifer W. Davis | ✓ | ✓ | C | ✓ | ||||||||||
Michael J. Donahue | ✓ | ✓ | ✓ | ✓ | ||||||||||
Eleuthère I. du Pont | ✓ | ✓ | C | ✓ | ||||||||||
Nancy J. Foster(2) | ✓ | ✓ | ✓ | ✓ | ||||||||||
Christopher T. Gheysens | ✓ | C | ✓ | ✓ | ||||||||||
Michelle Hong(3) | ✓ | ✓ | ||||||||||||
Rodger Levenson(4) | C | |||||||||||||
Lynn B. McKee | ✓ | ✓ | ||||||||||||
David G. Turner | C | ✓ | ✓ | ✓ | C | |||||||||
2025 Meetings (#) | 6 | 5 | 8 | 5 | 6 | 5 | 4 |
(1) | The Bank and the Holding Company each maintain their own Executive Committee, and both committees consist of the same members. |
(2) | Ms. Foster will not seek reelection to our Board of Directors. |
(3) | Ms. Hong joined the Board in December 2025 and became a member of the Risk Committee and the Wealth Management Fiduciary Committee effective March 1, 2026. |
(4) | During 2025, Mr. Levenson routinely attended Governance and Nominating, Audit, Wealth Management Fiduciary Audit, and Leadership and Compensation Committee meetings at the discretion and invitation of the committee chairs for the purpose of providing his institutional knowledge and insight. He did not attend executive sessions or discussions that were related to him and does not have voting rights. |
WSFS Bank 2026 Proxy Statement | 19 |
Audit Committee | Governance and Nominating Committee | |
MEMBERS: | ||
Chair: David G. Turner | Chair: Christopher T. Gheysens | |
Members: Michael J. Donahue, Vice Chair Anat Bird Eleuthère I. du Pont Nancy J. Foster Christopher T. Gheysens | Members: Karen Dougherty Buchholz, Vice Chair Francis B. Brake Lynn B. McKee David G. Turner | |
KEY RESPONSIBILITIES: | ||
•Assisting our Board of Directors in overseeing our internal control over financial reporting, disclosure controls and procedures, and other internal controls; •Overseeing the Company’s internal audit and loan review function and its independent registered public accounting firm; •Reviewing the Company’s earnings and financial statements; •Establishing procedures for treatment of confidential, anonymous complaints; •Reviewing the selection of the Company’s lead external audit partner pursuant to the rotation policy (five years); and •Approving and recommending the selection of the independent registered public accounting firm. | •Supervising the adoption of governance guidelines and policies applicable to the Company; •Recommending qualified nominees for election to our Board of Directors and its committees; •Reviewing Board compensation; •Overseeing the evaluation of our Board of Directors and management; •Managing Board succession and assisting our Board of Directors with CEO succession; and •Reviewing and providing oversight over all related party transactions to help ensure that no conflicts of interest exist. | |
MEMBERSHIP: | ||
Each member of the Audit Committee is “independent” as defined in the listing standards of Nasdaq and also meets the independence criteria set forth in Rule 10A-3 under the Exchange Act. Christopher T. Gheysens meets the SEC’s definition of “audit committee financial expert” for the Audit Committee. For bank regulatory purposes, David G. Turner is also considered a banking and financial expert. | Each member of the Governance and Nominating Committee is “independent” as defined in the listing standards of Nasdaq. | |
MEETINGS: | ||
The committee held 6 meetings and met regularly in executive sessions during 2025. | The committee held 5 meetings and met regularly in executive sessions during 2025. | |
WSFS Bank 2026 Proxy Statement | 20 |
Executive Committee | Leadership and Compensation Committee | |
MEMBERS: | ||
Chair: Rodger Levenson | Chair: Francis B. Brake | |
Members: David G. Turner, Vice Chair Francis B. Brake Jennifer W. Davis Eleuthère I. du Pont Christopher T. Gheysens | Members: Lynn B. McKee, Vice Chair Karen Dougherty Buchholz Nancy. J. Foster Jennifer W. Davis David G. Turner | |
KEY RESPONSIBILITIES: | ||
•Reviewing and providing advice and guidance to management and the Board of Directors with respect to the Company‘s transaction, integration and technology enhancement strategies; •Authorizing management to execute exclusivity and confidentiality agreements and non-binding offers, proposals, letters of intent, definitive agreements and similar offers and documents with respect to proposed transactions; and •May exercise the power and authority of the Board of Directors to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to applicable Delaware law. | •Providing oversight and guidance with respect to personnel and compensation policies and practices; •Enabling the Company to create and maintain competitive programs; •Ensuring that personnel and compensation policies support the Company’s strategic mission and comply with all applicable legal and regulatory requirements; •Overseeing the executive compensation programs and management’s implementation of compensation programs; •Reviewing and approving an annual report on executive compensation and Associate incentive compensation plans prepared by our risk officers; •Reviewing and making recommendations to our Board of Directors with respect to the CEO’s compensation without the CEO’s presence; •Looking to the Company’s overall strategy and the results on the most recent “Say on Pay;” and •Reviewing the Executive Compensation Discussion and Analysis ("CD&A") the compensation risk assessment and the Compensation Committee report and recommending to our Board of Directors their approval and inclusion in this proxy. | |
MEMBERSHIP: | ||
A majority of the members of the Executive Committee are “independent” as defined by the listing standards of Nasdaq. | Each member of our Leadership and Compensation Committee is “independent” as defined by the listing standards of Nasdaq. In addition, the members of the Leadership and Compensation Committee each qualify as independent under Rule 10C-1 under the Exchange Act. | |
MEETINGS: | ||
The committee held 8 meetings and met regularly in executive sessions during 2025. | The committee held 5 meetings and met regularly in executive sessions during 2025. | |
WSFS Bank 2026 Proxy Statement | 21 |
Risk Committee | Wealth Management Fiduciary Audit Committee | |
MEMBERS: | ||
Chair: Jennifer W. Davis | Chair: David G. Turner | |
Members: Nancy J. Foster, Vice Chair Anat Bird Francis B. Brake Karen Dougherty Buchholz Michael J. Donahue Michelle Hong | Members: Michael J. Donahue, Vice Chair Anat Bird Eleuthère I. du Pont Nancy J. Foster Christopher T. Gheysens | |
KEY RESPONSIBILITIES: | ||
•Overseeing the Company’s risk management functions, including, among other things, the identification, assessment, measurement, monitoring, and management of key risks to the Company, WSFS Bank, and all other direct and indirect subsidiaries of the Company; •Approving and recommending the Enterprise Risk Management ("ERM") framework and the risk appetite statement to our Board of Directors for approval; •Overseeing management’s activities with respect to capital management and liquidity risk; •Reviewing reports on selected risk topics, including emerging risks, credit concentration and asset quality, cybersecurity; and •Reviewing and discussing with management significant regulatory agency reports and reported risk management deficiencies of the Company and remediation plans related to risk management. | •Assisting our Board of Directors in fulfilling its fiduciary responsibilities regarding trust activities. •Reviewing reports of the Internal Audit Department, independent accounting firm, and Regulatory Compliance, as well as other trust or wealth related matters; •Reviewing reports issued by outside consultants regarding internal control or fiduciary requirements as they relate to trust and wealth activities; and •Reviewing all regulatory agency reports submitted to Trust & Wealth Management Division regarding trust activities and monitor management’s response to any comments in these reports. | |
MEMBERSHIP: | ||
Each member of the Risk Committee is “independent” as defined by the listing standards of Nasdaq. | Each member of the Wealth Management Fiduciary Audit Committee is “independent” as defined in the listing standards of Nasdaq and also meets the independence criteria set forth in Rule 10A-3 under the Exchange Act. Christopher T. Gheysens meets the SEC’s definition of “audit committee financial expert” for the Audit Committee. For bank regulatory purposes, David G. Turner is also considered a banking and financial expert. | |
MEETINGS: | ||
The committee held 6 meetings and met regularly in executive sessions during 2025. | The committee held 4 meetings and met regularly in executive sessions during 2025. | |
WSFS Bank 2026 Proxy Statement | 22 |
Wealth Management Fiduciary Committee | |
MEMBERS: | |
Chair: Eleuthère I. du Pont | |
Members: Michael J. Donahue, Vice Chair Anat Bird Karen Dougherty Buchholz Jennifer W. Davis Michelle Hong | |
KEY RESPONSIBILITIES: | |
•Overseeing the Wealth Management division in providing trust administration, agency, investment advisory, wealth planning, brokerage, and asset management services; •Establishing the strategic direction, risk tolerance standards, and ethical culture for fiduciary and asset management activities; and •Monitoring the implementation of fiduciary and asset management risk-taking strategies and the adequacy and effectiveness of the risk management system in achieving the Wealth Management division’s strategic goals and financial objectives. | |
MEMBERSHIP: | |
A minimum of two members of the Wealth Management Fiduciary Committee must be “independent” as defined by the listing standards of Nasdaq. | |
MEETINGS: | |
The committee held 5 meetings and met regularly in executive sessions during 2025. | |
WSFS Bank 2026 Proxy Statement | 23 |
Board of Directors Role in Risk Management Oversight As described in greater detail in the description of each committee’s role and responsibilities and the committee’s charter, our Board of Directors is responsible for oversight of material risks to our operations, including those related to sustainability. The Risk Committee reports regularly to the Board of Directors on its activities with respect to oversight of risk management. Our Board of Directors is responsible for the oversight of the management of our risk exposures to help ensure that the Company is operating within risk appetites approved by our Board of Directors. Comprehensive discussions regarding our appetite for risk and our risk exposures are held with our Board of Directors, the Risk Committee and our Executive Leadership Team. As a result of this involvement, our Board of Directors has concluded that the risk implicit in our strategic plan is appropriate and that expected risks are commensurate with the expected rewards. Our Board of Directors oversees and reviews management’s implementation of systems to manage these risks. The risk management system is designed to inform our Board of Directors of material risks and create an appropriate enterprise- wide culture of risk awareness. Our Board of Directors periodically receives reports and other information on areas of material risk to the Company, including credit, liquidity, market/ interest rate, compliance, operational, technology, cybersecurity, strategic, financial and reputational risks. These reports enable our Board of Directors to understand the risk identification, risk management and risk mitigation strategies employed by management. The ERM function assists management by establishing a unified and strategic approach to identifying and managing current and future risks. ERM helps monitor, measure, manage and report these risks while continually evaluating our risk/reward dynamic. The ERM activities include: •Conduct an Enterprise Risk Assessment Summary ("RAS") in accordance with the Office of the Comptroller of the Currency’s RAS matrix and industry best practices and update the RAS quarterly; •Establish risk appetite statements and key risk indicators by risk area as approved by the Risk Committee; •Monitor risk metrics ("Key Risk Indicators" or "KRIs") and report to Executive Leadership Team and our Board of Directors quarterly; •Oversee operational risk management; •Oversee model risk management; •Ensure that stress testing and contingency planning on critical business risks are performed; | •Key involvement with significant new products, services, or activities, as well as conduct resolution and "lessons learned" on major risk events, as needed; and •Continual learning on emerging risks and risk management best practices. Attendance at Board of Directors, Committee Meetings, and Annual Meeting Our directors are expected to attend at least 75% of Board meetings and committee meetings on which they serve. During the year ended December 31, 2025, our Board of Directors held 7 meetings. Each of our Directors attended at least 75% of both the Board and committee meetings in 2025. All directors are expected to attend the Annual Meeting except for absences due to causes beyond their reasonable control. All directors were present at last year’s Annual Meeting. Board Refreshment and Succession Philosophy We believe that one of the most important responsibilities of a high-performing board of directors is ensuring that it actively plans for and accomplishes its own succession. Our Board of Directors actively participates in the succession planning process by reviewing the structure and needs of our Board of Directors annually or more often as the need arises, so that we continue to build a Board of Directors with a wide range of expertise and talents that will continue to contribute to the success of WSFS. Our Board of Directors does not believe in setting term limits for directors because directors who still meet the qualifications for Board membership and still possess industry knowledge and expertise are valuable to WSFS and our Board of Directors. Each Board member understands that the rest of our Board of Directors will actively consider his or her reappointment at the end of his or her current term. Through this performance-based process, our Board of Directors seeks to ensure that it retains active, independent, and knowledgeable directors who maintain a collegial perspective. In addition, directors will be assessed annually to ensure they still meet the qualifications for Board membership. We believe that relatively smaller boards (while still of ample size) are generally more effective than relatively larger boards and sets the organizational tone for a lower internal cost structure in an industry that is continuously challenged by growing cost burdens and significant pricing competition. Our Board size also fits with one of our key strategic advantages, namely, faster and more entrepreneurial decision-making. Our continual refreshment of our Board of Directors membership and periods of transition related to merger and acquisition activities may result in short-term increases above what our Board of Directors has identified as the optimal long-term size range, which is 10 to 12 directors. |
WSFS Bank 2026 Proxy Statement | 24 |
CEO and Management Succession Planning Management believes our Associates are the core of our strategy, the lifeblood of our culture, and our greatest competitive advantage. Overseeing talent is a serious responsibility and one that receives ongoing, focused attention of our team. Our CEO takes primary responsibility for management succession and because planning leadership succession is of critical importance, it is a shared responsibility among our Executive Leadership Team with oversight from our Board of Directors. At least semi- annually, our Executive Leadership Team conducts an extensive assessment of our Associates to identify internal talent, plan for their development, and identify potential successors to ensure the continued, smooth operations of WSFS and to transfer institutional knowledge. The Governance and Nominating Committee works with the Board of Directors on CEO succession and annually reviews, evaluates and provides guidance to our CEO and Executive Leadership Team on talent development, leadership progression, and succession planning. Classified Board Structure Our Board of Directors regularly reviews the subject of a classified Board of Directors. In considering a classified board, our Governance and Nominating Committee and full Board of Directors weigh various stockholders’ issues with the high engagement and institutional knowledge of our Board of Directors that provides continuity of a high-performing engagement model for our management team. We believe that a classified board creates alignment between our corporate governance principles and guidelines and the stated philosophy of managing our Company for the long-term benefit of all stakeholders. While we believe that the evaluation of the Board of Directors and management should be ultimately based on the performance of the Company, we also recognize that our classified board structure can create the appearance of entrenchment on the part of our Board of Directors. As a result, we have cumulative voting of shares in the election of directors, which affords stockholders the ability to concentrate their votes on a single director nominee, thereby providing a means to have their voice(s) heard directly at our Board of Directors table after a director election. Finally, if there is a need for a stockholder-initiated change to our Board of Directors, there is an opportunity to change approximately one-third of our board membership at each stockholders meeting where directors are elected. If those new directors for some reason cannot make the case clear to the “old board,” then at the next election, stockholders can change another third of our Board of Directors. That would give a majority of our Board of Directors to new representation. We think this kind of change, in much less than a two-year period, appropriately balances stockholders’ interests in the ability to send a clear signal of a need for change with the need to maintain the stability and the continuity of the Company. | Director Resignation Policy in Uncontested Elections In an uncontested election, it is our policy that nominees who receive less than a majority of total votes cast in favor of their election should promptly offer to resign from our Board of Directors. The Board of Directors has the discretion to accept or reject their resignation offer. The Governance and Nominating Committee will consider resignation offers and make its recommendation to the entire Board of Directors. Our policy provides that our Board of Directors will accept or reject each director’s resignation offer within 90 days of the date the resignation offer is submitted. Director Service on Other Boards Our directors do not serve on the boards of other public companies if the service impedes the director’s ability to effectively serve on WSFS’ Board of Directors or creates any potential material conflicts. Directors need written approval from our Board of Directors before serving on the boards of other public companies. Including our Board of Directors, no director may serve on the boards of more than three public companies or no more than two public companies for a director who is also the CEO. Any such service is subject to any required regulatory approval or waivers. Board Evaluation Annually, the Board of Directors conducts a self-evaluation to assess its performance, evaluating the members of the Board of Directors collectively and individually. In most years, this is a self-directed process; however, every third year, the Board of Directors engages a third-party consultant to conduct the evaluation, which provides an outside perspective and insights on the performance and functioning of our Board of Directors. This third-party evaluation last occurred in 2024 as part of the three-year cycle. |
WSFS Bank 2026 Proxy Statement | 25 |
Executive Sessions Our independent directors have the opportunity to meet in executive session at each Board of Directors committee meeting and each Board of Directors meeting without non-independent directors or management present. These sessions are presided over by the Lead Independent Director and include discussions about CEO performance, compensation for non-independent directors, and other relevant board and committee matters. In addition, at least twice per year, independent directors have regularly scheduled meetings at which only independent directors are present and all independent directors are able to request additional independent directors’ sessions or meetings throughout the year. Board of Directors’ Principles and Guidelines In addition to directives laid out through the various committee charters, our Board of Directors has adopted a set of principles and guidelines, which guide their actions and direction. The Governance and Nominating Committee reviews these principles and guidelines regularly. A full copy of the Principles and Guidelines of our Board of Directors is available on the Company’s website www.wsfsbank.com (select “Investor Relations” on the menu found under “About” and click on “Governance” and then “Highlights”). | Access to and Communication with our Board of Directors Our Annual Report contains a letter cosigned by our Chairman, President and CEO and our Lead Independent Director. It is available on our website www.wsfsbank.com (select “Investor Relations” on the menu found under “About” and click on “Financials,” then “Annual Reports & Proxy”. This letter provides additional insight on corporate governance and key philosophies that guide our Board of Directors’ oversight of the Company. Our Board of Directors also provides access and outreach to stockholders through a number of other forums and strongly encourages communications from stockholders. Stockholders are provided regular updates through press releases and other filings with the SEC. Our Board of Directors also solicits dialogue and responds to questions from stockholders at the Annual Meeting. Questions can be asked in person or submitted through email at stockholderrelations@wsfsbank.com or by writing to WSFS Financial Corporation, Investor Relations, WSFS Bank Center, 500 Delaware Avenue, Wilmington, Delaware 19801. During the year, stockholders who wish to send communications to the Board of Directors may do so by writing to the attention of Rodger Levenson, Chairman, WSFS Bank Center, 500 Delaware Avenue, Wilmington, Delaware 19801. Communications sent to Mr. Levenson are relayed to the rest of the Board of Directors. Additionally, the Chairman of our Board of Directors and/or Lead Independent Director periodically attends investor conferences and other roadshows to solicit feedback on corporate governance from institutional stockholders. |
WSFS Bank 2026 Proxy Statement | 26 |
Board Retainer(1) | $120,000 | (2) | ||
Lead Independent Director Fee | $25,000 | |||
Committee Chair Fees(1) | Audit/Wealth Management Fiduciary Audit Committee Chair | $13,500 | ||
Governance and Nominating Committee Chair | $8,500 | |||
Leadership and Compensation Committee Chair | $11,000 | |||
Wealth Management Fiduciary Committee Chair | $8,500 | |||
Executive Committee Chair(3) | n/a | |||
Risk Committee Chair | $8,500 | |||
Committee Fees and Special Meeting Fees(1)(4) | Audit/Wealth Management Fiduciary Audit Committee | $14,250 | ||
Governance and Nominating Committee | $7,500 | |||
Executive Committee | $7,500 | |||
Risk Committee | $7,500 | |||
Leadership and Compensation Committee | $7,500 | |||
Wealth Management Fiduciary Committee | $7,500 |
(1) | Board members are expected to attend 75% or more of the scheduled meetings for the committees of which they are members. | |
(2) | Comprised of a $60,000 cash retainer paid in July and WSFS common stock issued annually equivalent to $60,000 based on the closing price of WSFS common stock on Nasdaq on the second Friday in August 2025. | |
(3) | No fees are paid to Mr. Levenson in respect of his service as the Chair of the Executive Committee. | |
(4) | Committee Fees and Special Meeting Fees are paid to non-Associate Committee Chairs and Committee Members. Excludes regularly scheduled Board meetings. |
WSFS Bank 2026 Proxy Statement | 27 |
Directors | Fees Earned or Paid in Cash | Stock Awards(1) | Total | |||||
Anat Bird | $ 89,250 | (2) | $ 60,000 | $ 149,250 | ||||
Francis B. Brake | 101,000 | 60,000 | 161,000 | |||||
Karen Dougherty Buchholz | 90,000 | 60,000 | 150,000 | |||||
Jennifer W. Davis | 98,500 | (2) | 60,000 | 158,500 | ||||
Michael J. Donahue | 89,250 | 60,000 | 149,250 | |||||
Eleuthère I. du Pont | 97,750 | 60,000 | 157,750 | |||||
Nancy J. Foster | 89,250 | (2) | 60,000 | 149,250 | ||||
Christopher T. Gheysens | 122,750 | 60,000 | 182,750 | |||||
Michelle Hong(3) | 5,000 | — | 5,000 | |||||
Lynn B. McKee | 75,000 | 60,000 | 135,000 | |||||
David G. Turner | 110,250 | (2) | 60,000 | 170,250 | ||||
(1) | The aggregate fair value of the award on the date of grant, computed in accordance with Accounting Standards Codification 718 - Compensation - Stock Based Compensation ("ASC Topic 718"). | |
(2) | Contributed all fees earned in 2025 to the non-qualified deferred compensation plan. | |
(3) | Ms. Hong joined the Board in December 2025. Amounts reported reflect compensation attributable to Ms. Hong for the portion of the year in which she served on the Board. |
WSFS Bank 2026 Proxy Statement | 28 |
![]() | The Board of Directors recommends a vote FOR approval of this advisory (non-binding) resolution relating to the compensation of WSFS Financial Corporation’s NEOs. |
WSFS Bank 2026 Proxy Statement | 29 |
Name | Age | Position | Year Assumed Current Position | Year Hired by WSFS |
Rodger Levenson | 65 | Chairman, President and CEO | 2020(1) | 2006 |
Arthur J. Bacci | 67 | EVP, Chief Operating Officer | 2024 | 2018 |
Lisa Brubaker | 62 | EVP, Chief Human Resources Officer | 2024 | 1987 |
David Burg | 52 | EVP, Chief Financial Officer | 2024 | 2024 |
Christine E. Davis | 48 | EVP, Chief Risk Officer | 2022 | 1999 |
Jamie Hopkins | 40 | EVP, Chief Wealth Officer | 2024 | 2023 |
Shari Kruzinski | 56 | EVP, Chief Consumer Banking Officer | 2023 | 1989 |
Allan Matyger | 47 | EVP, Chief Information Officer | 2025(2) | 2001 |
James Wechsler | 38 | EVP, Chief Commercial Banking Officer | 2025 | 2010 |
(1) Mr. Levenson assumed the roles of President and CEO effective January 1, 2019, and Chairman of the Board of Directors effective January 1, 2020. | ||||
(2) Mr. Matyger assumed the role of Chief Information Officer effective May 1, 2025. | ||||
EVP, Chief Operating Officer |
EVP, Chief Human Resources Officer |
WSFS Bank 2026 Proxy Statement | 30 |
EVP, Chief Financial Officer |
EVP, Chief Risk Officer |
EVP, Chief Wealth Officer |
EVP, Chief Consumer Banking Officer |
WSFS Bank 2026 Proxy Statement | 31 |
EVP, Chief Information Officer |
EVP, Chief Commercial Banking Officer |
WSFS Bank 2026 Proxy Statement | 32 |
Named Executive Officers | |||||||
Rodger Levenson | David Burg | ||||||
Chairman, President, and Chief Executive Officer | Executive Vice President, Chief Financial Officer | ||||||
Arthur J. Bacci | Lisa Brubaker | Shari Kruzinski | |||||
Executive Vice President, Chief Operating Officer | Executive Vice President, Chief Human Resources Officer | Executive Vice President, Chief Consumer Banking Officer | |||||
WSFS Bank 2026 Proxy Statement | 33 |
LEADERSHIP AND COMPENSATION COMMITTEE | BOARD OF DIRECTORS | ||||
Ensures that personnel and compensation policies support our strategic plan and comply with all applicable legal and regulatory requirements | Reviews performance from prior year | Considers results of stockholders’ advisory votes on executive compensation | Considers all factors, including CEO’s assessment of NEO performance, when making compensation decisions | Makes final compensation decisions for CEO; approves final compensation decisions for NEOs | |
MANAGEMENT | COMPENSATION CONSULTANT(1) | STOCKHOLDERS |
• Key roles played by our CEO and our Chief Human Resources Officer; • Assist with executive compensation reviews, incentive program designs, risk assessments of compensation programs; • Focus on competitiveness and alignment of our compensation program with our strategic goals; • Recommend changes to compensation programs where appropriate; and • Recommend pay levels and incentive plan payments for executive officers, except for the CEO.(3) | • Retained solely by the Leadership and Compensation Committee, only provides services specifically authorized by the Leadership and Compensation Committee and reports directly to the committee chair; • Conducts a formal evaluation of our executive compensation program annually; and • Guides on best practices with regard to short term cash incentives, long- term equity awards, and other executive compensation plans, policies and designs. | • Say-on-pay votes conducted annually; • Frequency of say-on-pay votes revisited every six years;(2) • 2025 say-on-pay vote was approved by more than 98% of the shares present in person by participation at the Annual Meeting or represented by proxy and entitled to vote on the proposal; which illustrates our stockholders' support for our approach to executive compensation; and • Informs ongoing executive compensation plan and program design considerations. |
(1) The Leadership and Compensation Committee selected FW Cook as its independent advisor in late 2024. FW Cook does not have a personal or business relationship with any member of the Leadership and Compensation Committee. The Leadership and Compensation Committee assessed the independence of FW Cook in light of SEC rules regarding compensation consultant independence. As part of this assessment, the Leadership and Compensation Committee reviewed FW Cook’s letter addressing factors related to its independence and concluded that the services provided by FW Cook to the Leadership and Compensation Committee do not raise any conflict of interest issues. (2) The next required vote on the frequency of advisory say-on-pay votes will occur during our 2029 Annual Meeting of Stockholders. (3) The CEO does not participate in decisions regarding his compensation. | ||
WSFS Bank 2026 Proxy Statement | 34 |
Our long-term financial objective is to be a sustainable, high-performing company, and we have designed our compensation practices toward attracting and retaining high-quality Associates and motivating and rewarding them for strong performance and creating alignment with the interests of our stockholders. The components of 2025 executive compensation were base salary, short-term cash incentive awards, long-term equity incentive awards and other benefits. The Leadership and Compensation Committee also has the authority to exercise discretion during the course of the year and consider discretionary bonuses, on a case-by-case basis. The Leadership and Compensation Committee did not approve any discretionary bonuses in 2025. As reflected in the charts below, 80% of our CEO’s target total 2025 compensation was variable or “at risk,” and an average of 64% of our other NEOs’ target total 2025 compensation was variable or “at risk.” We believe the mix of compensation elements paid to our executive officers incentivizes the strong performance needed to meet our objectives. In the following section, we describe these elements of our executive compensation, including how we determine the amounts for each element, why each element is included in our executive compensation program and the actual payments resulting from our pay-for-performance incentive programs. |




WSFS Bank 2026 Proxy Statement | 35 |
Base Salary and Other Benefits | Variable Compensation (Short-Term Cash Incentives and Long-Term Equity Incentives) | |
Purpose: Significant tool for recruiting, motivating, and retaining top talent. | Purpose: Incentivize and compensate executives based on achievement of Company-wide and individual goals rewarding for near-term results and creating long-term sustainability. | |
Base Salary A stable source of income and serves as a base amount for pay-for-performance determinations. •Weighs executives’ qualifications, experience, responsibilities, individual performance, and value compared to similar positions in our CPG for market competitiveness. •Considers expected responsibilities of executives, special circumstances related to staffing needs, and market situations. •Market-based data utilized for newly hired executives’ amounts; salary requirements of other candidates being considered; and current compensation levels of peer executives at WSFS. Other Benefits Includes a non-qualified deferred compensation plan, 401(k) contributions, development allowance and minimal perquisites. | ELTIP – Short-Term and Long-Term Incentives Short-Term Incentive ("STI"): Short-term incentive awards are annual, cash-based incentives tied to achievement of financial, strategic, and individual goals that reflect profitable results, strong returns, and sound positioning for future performance. They award opportunities utilizing individual and Company-wide goals. Except for our CEO, 80% of each executive’s STI is based on a Company-wide performance score and 20% is based on individual performance. The CEO’s STI is based entirely on the Company-wide performance score. The Company-wide performance score metrics for the STI in 2025 were Adjusted ROA(1), Adjusted ROTCE(1), Adjusted EPS(1), and Strategic Performance, each weighted equally at 25% of the Company-wide performance score. The Strategic Metric was based on results of Associate engagement and Company culture, community impact as measured through corporate volunteer hours and executive management's leadership and direction during the rollout of the 2025-2027 strategic plan. Our intent is that management interests with respect to earning annual incentives are aligned with shareholder interests. Annual short-term incentives under the ELTIP are usually granted as a cash award as a percentage of the executive officer’s base salary based on threshold, target and maximum performance targets set by the Leadership and Compensation Committee, but may be granted as equity awards. Long-Term Incentive ("LTI"): Long-term incentive awards consist of RSUs and PSUs whose ultimate value is tied directly to share price experienced by our shareholders. Vesting and performance requirements emphasize a strategic, multi-year perspective and achievement of competitive results versus the marketplace. RSUs are in the form of restricted stock units that generally vest in equal installments over three years. PSUs vest according to performance as measured by the Leadership and Compensation Committee at the end of a 3-year period based on the Company’s cumulative Adjusted ROA(1) performance relative to the KBW Nasdaq Regional Bank Index (KRX) for the same period. Our intent is that management’s long-term interests with respect to earning and vesting shares are aligned with the long-term interests of our shareholders. |
(1) | These are non-GAAP measures and should be considered along with results prepared in accordance with GAAP, and not as a substitute for GAAP results. Additional details can be found in “Appendix A – Non-GAAP Reconciliations”. |
WSFS Bank 2026 Proxy Statement | 36 |
Company-wide Performance Goals | Annually, the Leadership and Compensation Committee reviews our metrics and establishes Company-wide targets on the chosen metrics. In selecting the metrics, the Leadership and Compensation Committee considers our short-term and long-term business strategy, the current business environment, and the interests of stockholders. The Company reviews and adjusts, as necessary, performance metrics at the onset of a new performance period. This review process helps ensure that Company-wide goals used for incentive plans support the Company’s overall strategy, accommodate any shifts in strategy from year-to-year or during market changes and reflect past experiences and best practices. The Leadership and Compensation Committee has discretion to modify awards, including downward if appropriate. Examples of potential events or factors that Leadership and Compensation Committee may consider in reducing or eliminating awards include but are not limited to: downgrading of the Bank’s regulatory examination results, imposition of regulatory enforcement actions, or excessive non-performing assets. |
Individual Performance Goals | Annually, each executive officer (other than the CEO, whose short-term incentive award is based solely on company-wide performance) develops individual performance goals for the year consistent with that year’s financial plan, the current three-year strategic plan, and their personal professional growth. Through an iterative, collaborative process, the executive officers and the CEO agree to the final individual performance goals. Individual performance goals are tailored to each executive officer’s function and particular area of responsibility, and may cover a wide variety of performance measures, including, but not limited to, financial performance, customer engagement, operational milestones, and other matters. |
Weighting the Goals | Subject to final approval by our Board of Directors, the Leadership and Compensation Committee has final discretion to determine the amounts of final award payouts to all our executive officers, with the exception of the CEO, which is at the recommendation of the Leadership and Compensation Committee and at the final discretion of the Board of Directors. Weighting percentage for short-term cash incentives is 80% for Company-wide performance and 20% for individual performance determined by measures and objectives established in discussion with the CEO. The CEO's performance is based completely on the Company-wide performance. The Leadership and Compensation Committee believes that the more senior the rank of the executive, the more responsibility that executive has for Company-wide performance. As a result, as seniority increases, the weighting of Company-wide performance measurement criteria compared to individual performance criteria generally also increases, such that Company-wide performance plays a larger role in determining the amount of incentive awards provided to such executives. Similarly, individual and business unit performance goals play a larger role in determining the amount of the incentive award for less senior executives as compared to overall Company-wide performance. |
WSFS Bank 2026 Proxy Statement | 37 |
Rank | Company Name | Ticker | State | Total Assets($mm)(1) | Return on Assets (%)(1) |
1 | Commerce Bancshares, Inc. | CBSH | MO | 32,915 | 1.76 |
2 | Ameris Bancorp | ABCB | GA | 27,516 | 1.53 |
3 | United Bankshares, Inc. | UBSI | WV | 33,660 | 1.46 |
4 | Hancock Whitney Corporation | HWC | MS | 35,473 | 1.38 |
5 | Cathay General Bancorp | CATY | CA | 24,230 | 1.33 |
6 | Fulton Financial Corporation | FULT | PA | 32,118 | 1.22 |
7 | Provident Financial Services, Inc. | PFS | NJ | 24,981 | 1.19 |
8 | UMB Financial Corporation | UMBF | MO | 73,094 | 1.14 |
9 | Associated Banc-Corp | ASB | WI | 45,203 | 1.08 |
10 | Customers Bancorp, Inc | CUBI | PA | 24,896 | 0.95 |
11 | Independent Bank Corp. | INDB | MA | 24,913 | 0.93 |
12 | TowneBank | TOWN | VA | 19,687 | 0.93 |
13 | Berkshire Hills Bancorp, Inc(2) | BHLB | MA | 12,035 | 0.92 |
14 | Atlantic Union Bankshares Corp. | AUB | VA | 37,586 | 0.88 |
15 | Pacific Premier Bancorp, Inc.(2) | PPBI | CA | 17,783 | 0.76 |
16 | OceanFirst Financial Corp | OCFC | NJ | 14,564 | 0.51 |
17 | Sandy Spring Bancorp, Inc(2) | SASR | MD | 14127 | 0.14 |
18 | Simmons First National Corporation | SFNC | AR | 24,541 | (1.55) |
Average | 28,851 | 0.92 | |||
25th Percentile | 19,211 | 0.85 | |||
50th Percentile | 24,947 | 1.01 | |||
75th Percentile | 34,113 | 1.34 | |||
WSFS Financial Corporation | WSFS | DE | 21,314 | 1.36 | |
Percentile Rank | 30th | 75th |
(1) | Financial data is provided by S&P Global Market Intelligence database. | |
(2) | Peer was acquired during 2025. Financial data presented is as of the last public filing prior to acquisition. |
WSFS Bank 2026 Proxy Statement | 38 |
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 2024 and 2025 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 2025, our Board of Directors approved NEO base salary changes as shown in the following table. |
2026 to 2025 | 2025 to 2024 | ||||
Name | 2026 | % Increase | 2025 | % Increase | 2024 |
Rodger Levenson | $1,039,682 | 3.0% | $1,009,400 | 3.0% | $980,000 |
David Burg | 599,654 | 3.0 | 582,188 | 1.3 | 575,000 |
Arthur J. Bacci | 633,357 | 3.0 | 614,910 | 3.0 | 597,000 |
Lisa Brubaker | 460,700 | 7.0 | 430,560 | 4.0 | 414,000 |
Shari Kruzinski | 426,482 | 3.0 | 414,060 | 3.0 | 402,000 |
WSFS Bank 2026 Proxy Statement | 39 |
Short-Term Incentive Company Score(1) | Threshold | Target | Maximum | Weighting |
Adjusted ROA | 0.99% | 1.24% | 1.36% | 25% |
Adjusted ROTCE | 12.40% | 15.50% | 17.05% | 25% |
Adjusted EPS | $3.62 | $4.52 | $4.97 | 25% |
Strategic Performance | 25% |
(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"). |
Name | Threshold | Target | Maximum |
Rodger Levenson | 55% | 110% | 165% |
David Burg | 33% | 66% | 100% |
Arthur J. Bacci | 33% | 66% | 100% |
Lisa Brubaker | 33% | 66% | 100% |
Shari Kruzinski | 33% | 66% | 100% |
WSFS Bank 2026 Proxy Statement | 40 |
Goals(2) | Threshold | Target | Maximum | WSFS Results | Result |
Adjusted ROA | 0.99% | 1.24% | 1.36% | 1.39% | Maximum |
Adjusted ROTCE | 12.40% | 15.50% | 17.05% | 17.96% | Maximum |
Adjusted EPS | $3.62 | $4.52 | $4.97 | $5.21 | Maximum |
Strategic Performance | See description below | Target+ | |||
Aggregate Result | Target+ | ||||
(1) | Threshold, Target, and Maximum performance goals are evaluated and based on our quality of earnings approach when setting each goal and when comparing against the publicly available financials of our peer group ("KRX"). | |
(2) | Adjusted ROA, Adjusted ROTCE and Adjusted EPS are non-GAAP financial measures and should be considered along with results prepared in accordance with GAAP, and not as a substitute for GAAP results. Additional details can be found in “Appendix A – Non-GAAP Reconciliations.” |
Base | STI Target | STI Payout (1) | |||
Name | Salary | % of Salary | $ Value | % of Target | $ Value |
Rodger Levenson | $1,009,400 | 110% | $1,110,340 | 140% | $1,550,312 |
David Burg | 582,188 | 66% | 384,244 | 137% | 527,160 |
Arthur J. Bacci | 614,910 | 66% | 405,841 | 135% | 548,844 |
Lisa Brubaker | 430,560 | 66% | 284,170 | 136% | 386,057 |
Shari Kruzinski | 414,060 | 66% | 273,280 | 133% | 362,534 |
(1) | Excludes one-time cash payments. |
WSFS Bank 2026 Proxy Statement | 41 |
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 |
Name | RSU Grant Date Value as Percent of Salary | |||
28% | ||||
PSU Grant Date Value as Percent of Salary | ||||
21% | 42% | 63% | 84% | |
David Burg | 25th Percentile Performance Ranking | 50th Percentile Performance Ranking | 75th Percentile Performance Ranking | 100th Percentile Performance Ranking |
Arthur J. Bacci | ||||
Lisa Brubaker | ||||
Shari Kruzinski | ||||
Name | Target # of Shares or Units of Stocks Granted | # of Shares or Units of Stocks Earned (Target+) |
Rodger Levenson | 20,557 | 31,245 |
David Burg | — | — |
Arthur J. Bacci | 3,534 | 5,370 |
Lisa Brubaker | 3,398 | 5,165 |
Shari Kruzinski | 3,297 | 5,011 |
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Name and Principal Position | Year(1) | Salary(2) | Bonus(3) | Stock Awards(4) | Non-Equity Incentive Plan Compensation(5) | All Other Compensation(6) | Total |
Rodger Levenson | 2025 | $1,004,500 | $— | $2,562,293 | $1,550,312 | $56,155 | $5,173,260 |
Chairman, President and | 2024 | 966,001 | — | 2,375,961 | 1,245,090 | 57,035 | 4,644,087 |
Chief Executive Officer | 2023 | 891,668 | — | 2,049,748 | 872,256 | 45,470 | 3,859,142 |
David Burg | 2025 | 580,990 | 300,000 | 544,545 | 527,160 | 52,006 | 2,004,701 |
Executive Vice President and | 2024 | 217,803 | 275,000 | 1,752,645 | 379,500 | 97,713 | 2,722,661 |
Chief Financial Officer | 2023 | — | — | — | — | — | — |
Arthur J. Bacci | 2025 | 611,925 | — | 575,137 | 548,844 | 41,461 | 1,777,367 |
Executive Vice President and | 2024 | 494,906 | 97,500 | 384,983 | 448,419 | 40,350 | 1,466,158 |
Chief Operating Officer | 2023 | 416,102 | 104,000 | 352,346 | 261,869 | 37,761 | 1,172,077 |
Lisa Brubaker | 2025 | 427,800 | — | 402,692 | 386,057 | 33,688 | 1,250,237 |
Executive Vice President and | 2024 | 412,000 | 103,500 | 369,807 | 314,623 | 29,505 | 1,229,435 |
Chief Human Resources Officer | 2023 | 400,000 | — | 451,358 | 247,471 | 22,219 | 1,121,048 |
Shari Kruzinski | 2025 | 412,051 | — | 387,328 | 362,534 | 41,445 | 1,203,358 |
Executive Vice President and | 2024 | 400,000 | 15,000 | 359,124 | 304,137 | 43,850 | 1,122,111 |
Chief Consumer Banking Officer | 2023 | — | — | — | — | — | — |
(1) | The compensation does not appear in the table above as they were not NEOs during the following years: Ms. Kruzinski, 2023; Mr. Burg, 2023. |
(2) | Salary reflects the actual amount paid during the year. |
(3) | The bonus amounts include the following one-time payments in 2025 for discretionary reasons: Mr. Burg received $300,000 in 2025, which represents the remainder of his agreed-upon sign-on bonus. |
(4) | Represents the aggregate fair value of awards on the date they were granted in accordance with ASC Topic 718. See the Notes to the Consolidated Financial Statements included in our 2025 Annual Report on Form 10-K for the assumptions used to calculate grant date fair value. Amounts in this column include the aggregate grant date fair value of RSUs and PSUs granted in February 2025. Values from the RSUs were as follows: Mr. Levenson $767,154; Mr. Burg, $163,038; Mr. Bacci, $172,184; Ms. Brubaker, $120,566; and Ms. Kruzinski, $115,966. Values from PSUs reflect the grant date value of PSUs awarded in 2025 based on the probable outcome of the associated performance conditions. This amount is calculated consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC Topic 718 (excluding the effect of estimated forfeitures). The calculation results in amounts greater than the target award value under the ELTIP. Based on the closing price of WSFS common stock on the grant date of $53.49 on February 27, 2025, the target award value for PSUs awarded were as follows: Mr. Levenson, $1,150,730; Mr. Burg, $244,556; Mr. Bacci, $258,303; Ms. Brubaker, $180,850; and Ms. Kruzinski, $173,949. If valued assuming a maximum payout, the value of the awards would be: Mr. Levenson, $2,301,460; Mr. Burg, $489,112; Mr. Bacci, $516,606; Ms. Brubaker, $361,700; and Ms. Kruzinski, $347,898. |
(5) | Represents cash amounts paid as ELTIP short-term incentive awards. |
(6) | All Other Compensation includes contributions of $17,500 made by us to the 401(k) plans of each of our NEOs. Includes development allowances for each NEO as follows: Mr. Levenson, $32,655; Mr. Burg, $4,449; Mr. Bacci, $12,500; Ms. Brubaker, $4,757; and Ms. Kruzinski, $12,500. Also includes recognition awards in the form of gift cards provided to NEOs in 2025 in the following amounts: $1,335 for Mr. Burg; $1,361 for Mr. Bacci; $1,331 for Ms. Brubaker; and $1,345 for Ms. Kruzinski. Includes automobile allowance and travel stipends for each NEO as follows: Mr. Levenson $6,000; Messrs. Burg, Bacci and Mses. Brubaker and Kruzinski, $10,100. Includes $18,622 of relocation expenses for Mr. Burg. Health benefits paid directly by the Company are not included in the table above. |
WSFS Bank 2026 Proxy Statement | 47 |
Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($) (1) | Estimated Possible Payouts Under Equity Incentive Plan Awards (#) (1) | RSU Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards ($) (2)(3) | |||||||||||
Name | Threshold | Target | Maximum | 25th (Threshold) | 50th (Target) | 100th (Max) | |||||||||
Rodger Levenson | |||||||||||||||
2025 Cash Incentive Award | $539,000 | $1,078,000 | $1,617,000 | — | — | — | — | — | |||||||
2025 RSU Awards | 2/27/2025 | — | — | — | — | — | — | 14,342 | $767,154 | ||||||
2025 PSU Awards | 2/27/2025 | — | — | — | 10,756 | 21,513 | 43,025 | — | 1,795,139 | ||||||
David Burg | |||||||||||||||
2025 Cash Incentive Award | $189,750 | $379,500 | $575,000 | — | — | — | — | — | |||||||
2025 RSU Awards | 2/27/2025 | — | — | — | 3,048 | 163,038 | |||||||||
2025 PSU Awards | 2/27/2025 | — | — | — | 2,286 | 4,572 | 9,143 | — | 381,508 | ||||||
Arthur J. Bacci | |||||||||||||||
2025 Cash Incentive Award | $197,010 | $394,020 | $597,000 | — | — | — | — | — | |||||||
2025 RSU Awards | 2/27/2025 | — | — | — | — | — | — | 3,219 | $172,184 | ||||||
2025 PSU Awards | 2/27/2025 | — | — | — | 2,414 | 4,829 | 9,656 | — | 402,953 | ||||||
Lisa M. Brubaker | |||||||||||||||
2025 Cash Incentive Award | $136,620 | $273,240 | $414,000 | — | — | — | — | — | |||||||
2025 RSU Awards | 2/27/2025 | — | — | — | — | — | — | 2,254 | $120,566 | ||||||
2025 PSU Awards | 2/27/2025 | — | — | — | 1,690 | 3,381 | 6,761 | — | 282,126 | ||||||
Shari Kruzinski | |||||||||||||||
2025 Cash Incentive Award | $132,660 | $265,320 | $402,000 | — | — | — | — | — | |||||||
2025 RSU Awards | 2/27/2025 | — | — | — | — | — | — | 2,168 | $115,966 | ||||||
2025 PSU Awards | 2/27/2025 | — | — | — | 1,626 | 3,252 | 6,502 | — | 271,361 | ||||||
(1) | Represents the 2025 dollar value or stock units of awards under the annual incentive component of the ELTIP. Actual cash incentive amounts paid for 2025 are included in the “Non-Equity Incentive Plan Compensation” column of the SCT. | |
(2) | See Note 16 to the Notes to the Consolidated Financial Statements included in our 2025 Annual Report on Form 10-K for the assumptions made in calculating the grant date fair value of stock and options awards. | |
(3) | PSU award amounts computed are as the probable value at the date of grant. |
WSFS Bank 2026 Proxy Statement | 48 |
Outstanding Equity Awards at Fiscal Year-End 2025 | |||||||||||
Option Awards | Stock Awards | ||||||||||
Name | Grant Year | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Not Exercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Share or Units of Stock That Have Not Vested(1) | Equity Incentive Plan Awards: | |||
Number of Unearned Shares, Units or Other Rights That have Not Vested(3) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) | ||||||||||
Rodger Levenson | 2019 | 12,991 | — | 43.28 | 2/28/2026 | ||||||
2020 | 34,740 | — | 36.11 | 2/27/2027 | |||||||
2021 | 27,730 | — | 51.84 | 3/3/2028 | |||||||
2022 | 4,622(4) | $255,319 | |||||||||
2023 | 31,245(2) | 1,725,974 | |||||||||
2023 | 4,569(4) | 252,392 | |||||||||
2024 | 11,714(4) | 647,081 | 52,711 | $2,911,756 | |||||||
2025 | 14,342(4) | 792,252 | 43,026 | 2,376,756 | |||||||
David Burg | 2024 | 15,820(5) | 873,897 | 11,395 | 629,460 | ||||||
2025 | 3,048(5) | 168,372 | 9,144 | 505,115 | |||||||
Arthur J. Bacci | 2020 | 59 | — | 36.11 | 2/27/2027 | ||||||
2021 | 1,946 | — | 51.84 | 3/3/2028 | |||||||
2022 | 1,298(6) | 71,702 | |||||||||
2023 | 786(6) | 43,419 | |||||||||
2023 | 5,370(2) | 296,639 | |||||||||
2024 | 1,898(6) | 104,846 | 8,541 | 471,805 | |||||||
2025 | 3,219(6) | 177,818 | 9,658 | 533,508 | |||||||
Lisa M. Brubaker | 2019 | 6,809 | — | 43.28 | 2/28/2026 | ||||||
2020 | 9,793 | — | 36.11 | 2/27/2027 | |||||||
2021 | 7,267 | — | 51.84 | 3/3/2028 | |||||||
2022 | 1,266(7) | 69,934 | |||||||||
2023 | 5,165(2) | 285,315 | |||||||||
2023 | 1,578(7) | 87,168 | |||||||||
2024 | 1,824(7) | 100,758 | 8,204 | 453,189 | |||||||
2025 | 2,254(7) | 124,511 | 6,762 | 373,533 | |||||||
Shari Kruzinski | 2022 | 1,055(8) | 58,278 | ||||||||
2023 | 733(8) | 40,491 | |||||||||
2023 | 5,011(2) | 276,808 | |||||||||
2024 | 1,771(8) | 97,830 | 7,967 | 440,097 | |||||||
2025 | 2,168(8) | 119,760 | 6,504 | 359,281 | |||||||
(1) | Reflects the number of units granted multiplied by $55.24, the closing price of our common stock on December 31, 2025. | |
(2) | Represents the actual number of PSUs that were earned based on satisfaction of the associated performance criteria for the performance period ended December 31, 2025 that will vest on February 27, 2026. | |
(3) | PSUs granted February 29, 2024 and February 27, 2025 are shown at maximum value as of 12/31/2025. The total actual number of shares to be earned will be determined at the end of the applicable performance period. | |
(4) | RSUs vest on the following dates: 19,828 on 4/15/2026, 10,638 on 4/15/2027 and 4,781 on 4/15/2028. RSUs generally vest in equal installments over three years beginning with 2023 grant year. | |
(5) | RSUs vest on the following dates: 1,016 on 4/15/2026, 11,865 on 8/15/2026, 1,016 on 4/15/2027 and 3,955 on 8/15/2027 and 1,016 on 4/15/2028. RSUs generally vest in equal installments over three years beginning with 2023 grant year. | |
(6) | RSUs vest on the following dates: 4,106 on 4/15/2026, 2,022 on 4/15/2027 and 1,073 on 4/15/2028. RSUs generally vest in equal installments over three years beginning with 2023 grant year. | |
(7) | RSUs vest on the following dates: 2,022 on 4/15/2026, 822 on 12/18/2026, 1,663 on 4/15/2027 and 752 on 4/15/2028. RSUs generally vest in equal installments over three years beginning with 2023 grant year. | |
(8) | RSUs vest on the following dates: 3,395 on 4/15/2026, 1,609 on 4/15/2027, and 723 on 4/15/2028. RSUs generally vest in equal installments over three years beginning with 2023 grant year. |
WSFS Bank 2026 Proxy Statement | 49 |
Option Awards | Stock Awards(1) | |||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized On Exercise | Number of PSUs Acquired on Vesting (#) | Number of RSUs Acquired on Vesting (#) | Total PSU and RSU Value Realized on Vesting(2) | |
Rodger Levenson | 7,396 | $50,301 | 31,122 | 21,754 | $2,714,159 | |
David Burg | — | — | — | 11,865 | 654,117 | |
Arthur J. Bacci | — | — | 5,385 | 4,682 | 514,207 | |
Lisa M. Brubaker | — | — | 5,173 | 5,224 | 536,596 | |
Shari Kruzinski | — | — | 4,775 | 3,554 | 426,297 | |
(1) | Amounts reflected represent various PSU and RSU awards vested during 2025. The number of shares reported as acquired is the full number of RSUs or PSUs vested, not the net number of shares received after withholding shares for satisfaction of taxes. | |
(2) | Amounts represent sum of (i) the number of shares released on February 27, 2025 in respect of the 2022 PSU awards multiplied by the closing market price of our Common Stock on February 27, 2025, $53.49 and (ii) the number of shares released in respect of RSUs multiplied by the closing market price of the vesting dates. |
Name | Principal Position | Executive Contributions in 2025(1) | Aggregate Earnings in 2025(2) | Aggregate Withdrawals/ Distributions in 2025 | Aggregate Balance at December 31, 2025 |
Rodger Levenson | Chairman, President and CEO | $— | $— | $— | $— |
David Burg | EVP, Chief Financial Officer | — | — | — | — |
Arthur J. Bacci | EVP, Chief Operating Officer | 170,731 | 21,104 | — | 377,159 |
Lisa Brubaker | EVP, Chief Human Resources Officer | 198,365 | 299,913 | — | 2,253,686 |
Shari Kruzinski | EVP, Chief Consumer Banking Officer | 42,069 | 8,541 | — | 87,548 |
(1) | Amounts in this column are included in the Summary Compensation Table. | |
(2) | Amounts in this column are not included in the Summary Compensation Table. | |
WSFS Bank 2026 Proxy Statement | 50 |
We have adopted a severance policy that provides severance payments upon termination of employment without “Cause” for “Good Reason” (as each term is defined in the policy) for an executive (which includes all of our NEOs) covered by the severance policy. Eligibility for severance benefits is subject to the terms and conditions of the WSFS Executive Severance Policy, and the amount of severance benefits that may be due depends on whether the qualifying termination of employment occurs in connection with a Change in Control. Non-Change in Control Termination under Severance Policy Executive officers covered by this policy who incur a qualifying termination that is not a Change of Control Termination (described below) are entitled to be paid eighteen months of base salary (twenty-four months for the CEO), the value of employer-portion of premiums for coverage under the WSFS health plan and dental plan for eighteen months (twenty-four months for the CEO), and outplacement benefits commensurate with the executive’s level. Change in Control Termination under Severance Policy Executive officers covered by this policy who incur a qualifying termination within twenty-four months following a change in control (a "Change of Control Termination") are entitled to be paid two times (three times for the CEO) the sum of the executive’s base salary and the amount of the most-recently earned bonus, the value of employer-portion of premiums for coverage under the WSFS health plan and dental plan for twenty-four months (thirty-six months for the CEO), and outplacement benefits commensurate with the executive’s level. If it is determined that the any of the preceding payments would be subject to the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, then the change in control payment would be reduced to greatest amount that would not be subject to the excise tax if, after taking into account applicable federal, state, local and foreign income and employment taxes, the excise tax, and any other applicable taxes, the executive would retain a greater amount on an after-tax basis following such reduction. | Treatment Under Equity Awards In the event of an executive’s death, disability, or a Change of Control Termination, all outstanding RSUs would vest in full. For unvested PSUs, upon death or disability of an executive, the PSUs are eligible to continue to vest and would be paid out at the same time as then-employed participants at an amount based on actual final performance results. PSUs also have a double trigger which, should it occur, would allow them to be paid out at the maximum value. Total Payments Due Upon Termination of Employment The table on the following page shows the payments that our NEOs would have received upon termination of their employment on December 31, 2025, under the circumstances shown. |
WSFS Bank 2026 Proxy Statement | 51 |
Within 24 Months of a Change in Control | ||||||
Name | Termination Without Cause or Departing for Good Reason(1) | Termination Without Cause or Departing for Good Reason(2) | Death(3) | Disability(4) | ||
Rodger Levenson | Severance pay | (5) | $2,018,800 | $7,679,136 | $500,000 | $528,700 |
Outplacement services | (6) | 25,000 | — | — | — | |
Option and stock award vesting | (7) | 6,291,539 | 7,803,972 | 6,291,539 | 6,291,539 | |
Health benefits | (8) | 32,238 | 48,357 | — | — | |
Total Value | $8,367,577 | $15,531,465 | $6,791,539 | $6,820,239 | ||
David Burg | Severance pay | (5) | $873,282 | $2,218,696 | $500,000 | $76,000 |
Outplacement services | (6) | 25,000 | — | — | — | |
Option and stock award vesting | (7) | 1,403,953 | 1,627,461 | 1,403,953 | 1,403,953 | |
Health benefits | (8) | 24,179 | 32,238 | — | — | |
Total Value | $2,326,414 | $3,878,395 | $1,903,953 | $1,479,953 | ||
Arthur J. Bacci | Severance pay | (5) | $922,365 | $2,327,508 | $500,000 | $164,427 |
Outplacement services | (6) | 25,000 | — | — | — | |
Option and stock award vesting | (7) | 1,213,652 | 1,494,934 | 1,213,652 | 1,213,652 | |
Health benefits | (8) | 22,041 | 29,388 | — | — | |
Total Value | $2,183,058 | $3,851,830 | $1,713,652 | $1,378,079 | ||
Lisa M. Brubaker | Severance pay | (5) | $645,840 | $1,633,234 | $414,000 | $239,280 |
Outplacement services | (6) | 25,000 | — | — | — | |
Option and stock award vesting | (7) | 1,101,165 | 1,341,862 | 1,101,165 | 1,101,165 | |
Health benefits | (8) | 13,167 | 17,556 | — | ||
Total Value | $1,785,172 | $2,992,652 | $1,515,165 | $1,340,445 | ||
Shari Kruzinski | Severance pay | (5) | $621,090 | $1,553,188 | $402,000 | $231,030 |
Outplacement services | (6) | 25,000 | — | — | — | |
Option and stock award vesting | (7) | 976,504 | 1,209,413 | 976,504 | 976,504 | |
Health benefits | (8) | 21,371 | 28,495 | — | — | |
Total Value | $1,643,965 | $2,791,096 | $1,378,504 | $1,207,534 |
(1) | Non Change in Control: CEO receives 24 months of base salary; EVPs receive 18 months of base salary, as well as 24 and 18 months, respectively, for the CEO’s and EVP’s employer-portion of premiums for coverage under health plan. | |
(2) | Change in Control without Cause or Good Reason; CEO receives 36 months of base salary plus STI, EVPs receive 24 months of base salary plus STI, as well as 36 and 24 months, respectively, for the CEO and EVP's employer-portion of premiums under health plan. | |
(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. | |
(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. | |
(5) | Severance payments following a change in control are subject to reduction if such payments would exceed the deductible limits under Section 280G of the Internal Revenue Code, if such a reduction results in greater after tax net result (a "best net" provision). | |
(6) | Outplacement services amounts are estimates based on management’s experience with outplacement providers. | |
(7) | This value includes stock options, RSUs and PSUs. Stock options and RSUs vesting is based on an assumed value of $55.24 per common share reflecting the closing price of WSFS common stock on Nasdaq on the last trading day of 2025. 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. | |
(8) | Health benefits represent the portion of the total cost that would be paid by WSFS. |
WSFS Bank 2026 Proxy Statement | 52 |
WSFS Bank 2026 Proxy Statement | 53 |
Year-end Value of $100 invested on 12/31/2020 Based on: | ||||||||
Year | SCT Total for CEO(1) $ | CAP to CEO(2) $ | Average SCT Total for Non-CEO NEOs(1) $ | Average CAP to Non-CEO NEOs(2) $ | WSFS TSR(3) $ | Peer Group TSR(4) $ | WSFS GAAP Net Income (in millions) $ | WSFS Adjusted ROA(5) % |
2025 | $ | $ | $ | $ | $ | $ | $ | |
2024 | ||||||||
2023 | ||||||||
2022 | ||||||||
2021 | ||||||||
WSFS Bank 2026 Proxy Statement | 54 |
2025 | ||||
CEO | Average Non-CEO NEOs | |||
Total Compensation from SCT | $ | $ | ||
Amount deducted for aggregate change in actuarial present value from SCT | ||||
Amount deducted for grant date values in the SCT | ( | ( | ||
Amount included (+ or -) or year-end fair value of unvested awards granted in the current year | ||||
Amount included (+ or -) for year-over-year difference of year-end fair values for unvested awards granted in prior years | ||||
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 | ( | ( | ||
Amount included for forfeitures during current year equal to prior year-end fair value | ||||
Total Adjustments(1) | $ | $ | ||
CAP (as calculated) | $ | $ | ||
(1) | Our 2018 Long-Term Incentive Plan prohibits the payment of dividends or dividend equivalents on unexercised stock options or unvested full value equity grants. Therefore, no dividend-related adjustments were required in the calculation of CAP. |
WSFS Bank 2026 Proxy Statement | 55 |


WSFS Bank 2026 Proxy Statement | 56 |

WSFS Bank 2026 Proxy Statement | 57 |
![]() | The Board of Directors recommends a vote “FOR” the ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. |
WSFS Bank 2026 Proxy Statement | 58 |
AUDIT SERVICES | ||
It is the policy of the Audit Committee to approve all audit and non-audit services prior to the engagement of the independent registered public accounting firm to perform any service, subject to the following operating procedures: Each year in connection with the execution of the audit engagement letter, the Audit Committee pre-approves a retainer for additional services that are either audit or audit-related in nature. These additional services may not exceed 5% of the annual audit fee amount. For any additional audit or audit-related services to be provided by the independent registered public accounting firm that were not pre-approved in accordance with this procedure, and for which the fees are expected to not exceed 10% of the annual audit fee, the Chair of the Audit Committee can provide pre-approval of the services. For any additional services where the fees are expected to exceed 10% of the annual audit fee, the pre- approval of the entire Audit Committee is required. | In addition, a retainer for tax consulting services is pre-approved by the Audit Committee. Any tax consulting services exceeding the retainer amount are approved in accordance with the above procedure. All fees paid to the independent registered public accounting firm are reported to the Audit Committee in a timely manner. In connection with the audit of the 2025 financial statements, we entered into engagement letters with KPMG LLP that set the terms by which KPMG LLP performed services for us. All of the services listed below for 2025 were approved by the Audit Committee prior to the service being rendered as described in the procedures above. The Audit Committee has determined that the non-audit services performed during 2025 were compatible with maintaining the independent registered public accounting firm’s independence. |
AUDIT FEES |
The aggregate fees earned by KPMG LLP for professional services rendered for the audit of our consolidated financial statements included in our annual report on Form 10-K and for the review of the consolidated financial statements included in our quarterly reports on Form 10-Q for the fiscal year ended December 31, 2025 are expected to be $2,090,000 with $1,100,000 fees paid in 2025 and $990,000 fees paid or expected to be paid in 2026. The aggregate fees for the fiscal year December 31, 2024 were $2,125,000 with $1,651,000 fees paid in 2024 and $474,000 paid in 2025. |
AUDIT RELATED FEES |
The aggregate fees earned by KPMG LLP for audits of Associate benefit plans, due diligence activities on proposed transactions and research, consultation and attestation services on financial accounting and reporting matters for the year ended December 31, 2025 are expected to be $580,000 with $505,000 paid in 2025 and $75,000 paid or expected to be paid in 2026. The aggregate fees for the fiscal year ended December 31, 2024 were $50,000 with all fees paid in 2024. |
TAX FEES |
The aggregate fees earned by KPMG LLP for professional services rendered for tax compliance, tax advice and tax planning for the year ended December 31, 2025 were $323,400 with all fees paid in 2025. The aggregate fees for the fiscal year ended December 31, 2024 were $265,740, with all fees paid in 2024. |
ALL OTHER FEES |
There were no fees earned by KPMG LLP for professional services rendered other than those listed under the captions “Audit Fees,” “Audit Related Fees,” and “Tax Fees” for the years ended December 31, 2025 and 2024. |
As part of its ongoing activities, the Audit Committee has: •Reviewed and discussed with management the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2025; •Discussed with the Company’s independent registered public accounting firm the matters required to be discussed under relevant guidance of the Public Company Accounting Oversight Board ("PCAOB"), including Auditing Standard No. 1301 - Communications with Audit Committees, and the SEC; and | •Received the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm their independence. Based on the review and discussions referred to above, the Audit Committee recommended to our Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |
David G. Turner, Chair | Anat Bird |
Michael J. Donahue, Vice Chair | Nancy J. Foster |
Christopher T. Gheysens | Eleuthère I. du Pont |
WSFS Bank 2026 Proxy Statement | 59 |
WSFS Bank 2026 Proxy Statement | 60 |
Number of Shares (Including Exercisable Options)(1) | Percentage of our outstanding common stock | |
Directors: | ||
Anat Bird | 25,888 | * |
Francis B. Brake | 20,389 | * |
Karen Dougherty Buchholz | 28,718 | * |
Jennifer W. Davis | 26,200 | * |
Michael J. Donahue | 13,819 | * |
Eleuthère I. du Pont | 16,587 | * |
Nancy J. Foster | 8,602 | * |
Christopher T. Gheysens | 12,040 | * |
Michelle Hong | 655 | * |
Rodger Levenson(2) | 231,728 | * |
Lynn B. McKee | 16,544 | * |
David G. Turner | 22,653 | * |
Named Executive Officers: | ||
Arthur J. Bacci | 29,937 | * |
Lisa Brubaker | 63,377 | * |
David Burg | 6,261 | * |
Shari Kruzinski | 17,288 | * |
Directors and Executive Officers as a group (20 persons) | 572,688 | 1.10% |
5% WSFS Financial Corp Stockholders: | ||
BlackRock, Inc.(3) 50 Hudson Yards New York, NY 10001 | 8,694,832 | 14.30% |
The Vanguard Group, Inc.(4) 100 Vanguard Blvd. Malvern, PA 19355 | 6,965,678 | 11.47% |
Dimensional Fund Advisors, LP(5) Building One 6300 Bee Cave Road Austin, TX 78746 | 3,757,218 | 6.20% |
State Street Corporation (6) 1 Congress Street Boston MA 02114 | 3,030,372 | 5.10% |
* | Less than 1% of outstanding common stock. | ||
(1) | Includes exercisable stock options for the following individuals: R. Levenson: 62,470 and L. Brubaker: 17,060. | ||
(2) | Rodger Levenson is also an NEO but reported in the Directors section. | ||
(3) | According to the Statement on Schedule 13G/A of BlackRock, Inc. filed with the SEC on January 23, 2024. | ||
(4) | According to the Statement on Schedule 13G/A of The Vanguard Group, Inc. filed with the SEC on February 13, 2024. | ||
(5) | According to the Statement on Schedule 13G/A of Dimensional Fund Advisors, LP filed with the SEC on February 14, 2024. | ||
(6) | According to the Statement on Schedule 13G of State Street Corporation filed with the SEC on October 17, 2024. | ||
WSFS Bank 2026 Proxy Statement | 61 |
Notice of Internet Availability of Proxy Materials In accordance with rules adopted by the SEC, except for stockholders who have requested otherwise, we have generally mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability"). The Notice of Internet Availability provides instructions either for accessing our proxy materials, including the Proxy Statement and the 2025 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2025 (the "Proxy Materials"), at the website address referred to in the Notice of Internet Availability, or for requesting printed copies of the proxy materials by mail or electronically by email. If you would like to receive a paper or email copy of our proxy materials either for this Annual Meeting or for all future meetings, you should follow the instructions for requesting such materials included in the Notice of Internet Availability we mailed to you. Our Board of Directors provided the Notice of Internet Availability and is making the proxy materials available to you in connection with the Annual Meeting. As a stockholder of record on the Record Date, you are invited to attend the Annual Meeting and are entitled to, and requested to, vote on the proposals described in this Proxy Statement. |
Electronic Access to the Company’s Proxy Materials The Proxy Materials are available at https://web.viewproxy.com/wsfs/2026 and from our corporate website at investors.wsfsbank.com. To view this material, you must have available the virtual control number located on the proxy card or, if shares are held in the name of a broker, bank or other nominee, the voting instruction form. |
Shares Eligible to be Voted As of the Record Date, we had 52,212,081 shares of common stock outstanding. Each outstanding share of our common stock will entitle its holder to one vote on each of the three director nominees to be elected and one vote on each other matter to be voted on at the Annual Meeting. We do, however, permit cumulative voting for the election of directors, meaning that if, for example, there are three seats up for election in a given class, if you own 100 shares, you have 300 votes to distribute among the nominees as you see fit. You can distribute them equally and cast 100 votes for each nominee or you may give more votes to certain nominees, even giving all 300 votes to a single nominee if you wish. If you give us a proxy to vote your shares at the Annual Meeting, we will distribute your votes among the nominees as we see fit. If you do not want us to use cumulative voting for your shares, you may state that on your proxy card. See “How to Vote” below for more information regarding cumulative voting. |
Matters to be Voted On The Annual Meeting is being held to consider the following proposals: (1) The election of three directors for a three-year term expiring on the date of our Annual Meeting of Stockholders to be held in 2029; (2) A non-binding advisory vote on the compensation of our NEOs; (3) The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and (4) Such other matters as may properly come before the meeting or any adjournment thereof. Our Board of Directors recommends a vote: FOR each of the three nominees for director; FOR the non-binding advisory vote on the compensation of our NEOs; and FOR ratification of the appointment of KPMG LLP as our independent registered public accounting firm. |
WSFS Bank 2026 Proxy Statement | 62 |
Effect of Abstentions and Broker Non-Votes For Proposal 1, abstentions and broker non-votes are treated as present for quorum purposes only and will not affect the outcome of the vote on the proposal. For Proposals 2 and 3, abstentions will have the same effect as votes against such proposals and broker non-votes will have no effect on the outcome of the vote on any of the proposals. If you fail to instruct your broker how you want your shares voted, your broker may use discretionary authority to vote your shares only on “routine” matters. The election of directors and the non-binding advisory vote on the compensation of our NEOs are not considered “routine” matters. As such, your broker cannot vote your shares with respect to these proposals if you do not give instructions. If you hold your shares beneficially through a bank or broker, you must provide a legal proxy from your bank or broker during registration and you will be assigned a virtual control number in order to vote your shares during the Annual Meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the 2026 Annual Meeting (but will not be able to vote your shares) so long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at https://web.viewproxy.com/wsfs/2026. On the day of the Annual Meeting, you may only vote during the Annual Meeting by e-mailing a copy of your legal proxy to virtualmeeting@viewproxy.com in advance of the Annual Meeting. |
WSFS Bank 2026 Proxy Statement | 63 |
How to Vote If you are the stockholder of record, you may vote by one of the following four methods (as instructed on the Notice of Internet Availability): | ||
•Virtually at the Annual Meeting; •Via the Internet; | •By telephone; or •By mail. | |
If you would like instructions on how to vote via the internet during the virtual Annual Meeting, please contact VirtualMeeting@viewproxy.com or call 866-612-8937. If you elect to vote by mail and you requested and received a printed set of the proxy materials, you may mark, sign, date and mail the proxy card enclosed with the proxy materials you received. Whichever method of voting you use, the proxies identified on the proxy card will vote the shares of which you are the stockholder of record in accordance with your instructions. If you submit a proxy card properly voted and returned through available channels without giving specific voting instructions, the proxies will vote the shares as recommended by our Board of Directors. If you own your shares in “street name,” that is, through a brokerage account or in another nominee form, you must provide instructions to the broker or nominee as to how your shares should be voted. Your broker or nominee will usually provide you with the appropriate instruction forms at the time you receive these Proxy Materials. If you own your shares in this manner, you must provide a legal proxy from your broker or nominee during registration and you will be assigned a virtual control number in order to vote your shares during the Annual Meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the 2026 Annual Meeting (but will not be able to vote your shares) so long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the internet, including how to demonstrate proof of stock ownership, are posted at https://web.viewproxy.com/wsfs/2026. On the day of the Annual Meeting, you may only vote during the meeting by e-mailing a copy of your legal proxy to virtualmeeting@viewproxy.com in advance of the meeting. | ||
A stockholder of record may exercise cumulative voting rights by indicating on the proxy card the manner in which such votes should be allocated. A stockholder who holds shares beneficially through a bank, broker, trustee or other nominee and wishes to cumulate votes, should contact his, her or its bank, broker, trustee or other nominee. Internet and telephone voting cannot accommodate cumulative voting. To cumulate your votes, you must follow the instructions on the Notice of Internet Availability of Proxy Materials to obtain a paper copy of the proxy materials and indicate the manner in which such votes should be allocated. | ||
Revoking or Changing Your Vote If you are the record owner of your shares and you completed and submitted a proxy card, you may revoke your proxy at any time before it is voted at the Annual Meeting by: •Submitting a new proxy card with a later date; •Delivering written notice to our Secretary, stating that you are revoking your proxy; •Attending the Annual Meeting and voting your shares in person (via the internet); or •If you are a record owner of your shares and you submitted your proxy by telephone or via the Internet, you may change your vote or revoke your proxy with a later telephone or Internet proxy, as the case may be. Please note that attendance at the Annual Meeting will not, in itself, constitute revocation of your proxy. If you own your shares in “street name,” you may later revoke your voting instructions by informing the bank, broker or other holder of record in accordance with that entity’s procedures. |
WSFS Bank 2026 Proxy Statement | 64 |
Please send questions to: | WSFS Financial Corporation Investor Relations WSFS Bank Center 500 Delaware Avenue Wilmington, Delaware 19801 or: stockholderrelations@wsfsbank.com |
The Cost of the Proxy Solicitation The accompanying proxy is being solicited by our Board of Directors. We will pay the costs of soliciting proxies from our stockholders. We have engaged Alliance Advisors to help in the solicitation of proxies for a fee of approximately $13,000 plus associated costs and expenses. |
Requesting Electronic or Printed Copies of this and Future Proxy Materials You may request and consent to delivery of electronic or printed copies of this and future proxy statements, annual reports and other stockholder communications by: •Following the instructions at: investors.wsfsbank.com; •Calling (888) WSFSBANK or (888) 973-7226; or •Sending an email to stockholderrelations@wsfsbank.com. When requesting copies of proxy materials and other stockholder communications, you should have available the virtual control number located on the proxy card or, if shares are held in the name of a broker, bank or other nominee, the voting instruction form. |
WSFS Bank 2026 Proxy Statement | 65 |
Stockholder Director Nominations As set forth in our Bylaws, a stockholder making a recommendation for nomination must provide certain information for each person the stockholder proposes to recommend as a nominee to the Board: As required by our Bylaws, a recommendation for nomination must provide the following information for each person the stockholder proposes to recommend as a nominee to the Board: •the name and age of such person; •any information required to be disclosed in solicitations of proxies with respect to nominees for election of directors by Section 14 of the Exchange Act and related rules and regulations (including the written consent of the person proposed as a director nominee); •a description of all direct and indirect compensation, economic interests and other material monetary arrangements during the past three years, and any other material relationships, between or among such stockholder and each recommended nominee, including all information that would be required to be disclosed pursuant to Item 404 of Regulation S-K if the stockholder making the nomination were the “registrant” for purposes of such rule and the recommended nominee were a director or executive officer of such registrant; •a description of all relationships between the proposed nominee and the recommending stockholder, and of any agreements, arrangements and understandings between the recommending stockholder and the recommended nominee regarding the nomination; and •a description of all relationships between the recommended nominee and any of the Company’s competitors, customers, suppliers, labor unions and any other persons with special interests regarding the Company. In addition, our Bylaws require such a recommendation for nomination or proposal to provide specified information with respect to the stockholder recommending a nominee, as well as the beneficial owner, if any, on whose behalf the recommendation for nomination is made. Such information includes, among other things: •the name, address and telephone number of such stockholder and of such beneficial owner; •the class or series and number of shares of the Company owned of record by such stockholder and beneficially by such beneficial owner and the time period such shares have been held; •any derivative instruments with respect to Company shares owned by such stockholder or beneficial owner; •any proxy or similar arrangement pursuant to which such stockholder or beneficial owner has a right to vote any shares of any security of the Company or has granted any such right to any person or persons; •short interest in any security of the Company; and •any other information relating to such stockholder and beneficial owner that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and related rules and regulations. Such notice must also contain certain representations by the stockholder and beneficial owner, as well as certain other information as provided in our Bylaws. Nominations for the 2027 Annual Meeting of Stockholders must be received no earlier than January 14, 2027 and no later than February 13, 2027. For additional details regarding the requirements with respect to such notices, please see our Bylaws, which were filed as Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on February 28, 2023. |
WSFS Bank 2026 Proxy Statement | 66 |
Annual Report A copy of our 2025 Annual Report, including financial statements and schedules, has been made available to stockholders and is posted on our website at investors.wsfsbank.com and at the SEC at its website at www.sec.gov. Additional copies of our 2025 Annual Report may be obtained without charge by writing to WSFS Bank Center, 500 Delaware Avenue, Wilmington, Delaware 19801, Attention: Investor Relations. | Internet Availability of Proxy Materials, or if you are receiving multiple copies thereof and wish to receive only one, please notify your broker or nominee if your shares are held in a brokerage account or other account or our agent, Equiniti Trust Company, LLC (“Equiniti”) if you hold registered shares. You can notify Equiniti by sending a written request to: Equiniti Trust Company, LLC, 55 Challenger Road, Floor 2, Ridgefield Park, NJ 07660, or by calling Equiniti at (877) 864-4747. | |
Householding The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy delivery requirements for annual reports, proxy statements and Notices of Internet Availability of Proxy Materials with respect to two or more stockholders sharing the same address by delivering a single annual report, proxy statement and Notice of Internet Availability of Proxy Materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. Brokers with account holders who are stockholders of the Company may be householding the Company’s proxy materials. Once you have received notice from your broker that it will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate annual report, proxy statement, or Notice of | Other Matters Our Board of Directors knows of no business that will be presented for consideration at the Annual Meeting other than as stated in the Notice of Annual Meeting of Stockholders. If, however, other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote the shares represented thereby on such matters in accordance with their best judgment. Whether or not you intend to be present at the Annual Meeting, you are urged to vote via the Internet, by telephone or, if you received printed materials, by returning your proxy card. If you are present at the Annual Meeting and wish to vote your shares in person, your original proxy may be revoked by voting at the Annual Meeting. However, if you are a stockholder whose shares are not registered in your own name, you will need appropriate documentation from your record-holder to vote personally at the Annual Meeting. |
WSFS Bank 2026 Proxy Statement | 67 |
(dollars in thousands, except per share data) | As of and for the Year Ended December 31, 2025 |
Calculation of return on average tangible common equity: | |
GAAP net income attributable to WSFS | $287,349 |
Plus: Tax effected amortization of intangible assets | 11,538 |
Net tangible income (non-GAAP) | $298,887 |
Average stockholders’ equity of WSFS | 2,682,068 |
Less: Average goodwill and intangible assets | 979,420 |
Net average tangible common equity (non-GAAP) | $1,702,648 |
Return on average common equity (GAAP) | 10.71% |
Return on average tangible common equity (non-GAAP) | 17.55% |
Calculation of tangible common book value per share: | |
Total stockholders’ equity of WSFS (GAAP) | $2,738,545 |
Less: Goodwill and other intangible assets | 969,903 |
Total tangible common equity (non-GAAP) | $1,768,642 |
Number of shares of common stock outstanding (000s) | 53,410 |
Book value per share (GAAP) | $51.27 |
Tangible common book value per share (non-GAAP) | $33.11 |
Calculation of adjusted net income: | |
GAAP net income attributable to WSFS | $287,349 |
Plus: Unrealized loss on equity investments, net | 4,057 |
Less: Realized gain on sale of equity investment, net | (957) |
Plus: Visa derivative valuation adjustment | 3,929 |
Plus: Loss on debt extinguishment | 1,503 |
Plus: Corporate development and restructuring expense | 488 |
Plus: Tax impact of pre-tax adjustments | (2,097) |
Adjusted net income (non-GAAP) | $294,272 |
WSFS Bank 2026 Proxy Statement | 68 |
(dollars in thousands, except per share data) | As of and for the Year Ended December 31, 2025 |
Quality of Earnings Calculations: | |
Calculation of Adjusted ROA: | |
GAAP net Income attributable to WSFS | $287,349 |
Adjusted net income (non-GAAP) | $294,272 |
Average Assets | 21,095,621 |
Number of weighted average fully diluted shares (000s) | 56,471 |
Return on Average Assets (GAAP) | 1.36% |
Plus pre-tax adjustments: Realized gain on equity investments, net, Visa derivative valuation adjustment, FDIC special assessment, corporate development and restructuring expense, and remeasurement of lease liability | 0.04 |
Less: Tax impact of pre-tax adjustments | (0.01) |
Adjusted ROA (non-GAAP) | 1.39% |
Calculation of Adjusted return on average tangible common equity (non-GAAP): | |
Adjusted net income (non-GAAP) attributable to WSFS | $294,272 |
Plus: Tax effected amortization of intangible assets | 11,538 |
Adjusted net tangible income (non-GAAP) | $305,810 |
Net average tangible common equity (non-GAAP) | 1,702,648 |
Adjust return on average tangible common equity (non-GAAP) | 17.96% |
Calculation of Adjusted EPS: | |
Earnings per share (diluted) (GAAP) | $5.09 |
Plus pre-tax adjustments: Realized gain on equity investments, net, Visa derivative valuation adjustment, FDIC special assessment, corporate development and restructuring expense, and remeasurement of lease liability | 0.16 |
Less: Tax impact of pre-tax adjustments | (0.04) |
Adjusted EPS (non-GAAP) | $5.21 |
Calculation of tangible common book value per share: | |
Total stockholders’ equity of WSFS (GAAP) | $2,738,545 |
Less: Goodwill and other intangible assets | 969,903 |
Total tangible common equity (non-GAAP) | $1,768,642 |
Number of shares of common stock outstanding (000s) | 53,410 |
Book value per share (GAAP) | $51.27 |
Tangible common book value per share (non-GAAP) | $33.11 |
(dollars in thousands) | As of and for the Year Ended December 31, 2024 |
Quality of Earnings Calculations: | |
Calculation of Adjusted ROA: | |
GAAP Net Income attributable to WSFS | $263,671 |
Less: Realized gain on sale of equity investment, net | (2,309) |
Less: Visa derivative valuation adjustment | (2,829) |
Plus: FDIC special assessment | 880 |
Less: Remeasurement of lease liability | (112) |
Plus: Corporate development and restructuring expense | 2,666 |
Plus: Tax impact of pre-tax adjustments | 485 |
Adjusted net income (non-GAAP) | $262,452 |
Average Assets | 20,821,071 |
Return on Average Assets (GAAP) | 1.27% |
Plus pre-tax adjustments: Realized gain on equity investments, net, Visa derivative valuation adjustment, FDIC special assessment, corporate development and restructuring expense, and remeasurement of lease liability | (0.01) |
Less: Tax impact of pre-tax adjustments | — |
Adjusted ROA (non-GAAP) | 1.26% |
WSFS Bank 2026 Proxy Statement | 69 |
(dollars in thousands) | As of and for the Year Ended December 31, 2023 |
Quality of Earnings Calculations: | |
Calculation of Adjusted ROA: | |
GAAP Net Income attributable to WSFS | $269,156 |
Less: Unrealized gain on equity investments, net | (329) |
Less: Realized gain on sale of equity investment, net | (9,493) |
Plus: Visa derivative valuation adjustment | 2,460 |
Plus: FDIC special assessment | 5,052 |
Plus: Corporate development and restructuring expense | 3,701 |
Plus: Contribution to WSFS CARES Foundation | 2,000 |
Plus: Tax adjustments: BOLI Surrender | 7,056 |
Less: Tax impact of pre-tax adjustments | (764) |
Adjusted net income (non-GAAP) | $278,839 |
Average Assets | 20,203,037 |
Return on Average Assets (GAAP) | 1.33% |
Plus: Pre-tax adjustments: Realized/unrealized gain on equity investments, net, Visa derivative valuation adjustment, FDIC special assessment, corporate development and restructuring expense, and contribution to WSFS CARES Foundation | 0.02 |
Plus: Tax adjustments: BOLI Surrender | 0.03 |
Less: Tax impact of pre-tax adjustments | — |
Adjusted ROA (non-GAAP) | 1.38% |
(dollars in thousands) | As of and for the Year Ended December 31, 2022 |
Quality of Earnings Calculations: | |
Calculation of Adjusted ROA: | |
GAAP Net Income attributable to WSFS | $222,375 |
Plus: Corporate development and restructuring expense | 65,222 |
Plus: Initial ACL recorded in connection with the combination with Bryn Mawr Corporation | 23,514 |
Less: Unrealized gain on equity investments | (5,980) |
Less: Tax impact of pre-tax adjustments | (19,028) |
Adjusted net income (non-GAAP) | $286,101 |
Average Assets | 20,463,695 |
Return on Average Assets (GAAP) | 1.09% |
Plus: Pre-tax adjustments: Corporate development and restructuring expense, loss on debt extinguishment, contribution to WSFS Cares Foundation, recovery of legal settlement, and realized and unrealized gains on equity investments, net | 0.40 |
Less: Tax impact of pre-tax adjustments | (0.09) |
Adjusted ROA (non-GAAP) | 1.40% |
(dollars in thousands) | As of and for the Year Ended December 31, 2021 |
Quality of Earnings Calculations: | |
Calculation of Adjusted ROA: | |
GAAP Net Income attributable to WSFS | $271,442 |
Plus: Corporate development and restructuring expense | 13,022 |
Plus: Loss on debt extinguishment | 1,087 |
Plus: Contribution to WSFS CARES Foundation | 1,000 |
Less: Recovery of legal settlement | (4,062) |
Less: Realized and unrealized gain on sale of equity investments, net | (4,766) |
Less: Tax impact of pre-tax adjustments | (992) |
Adjusted net income (non-GAAP) | $276,731 |
Average Assets | 14,903,920 |
Return on Average Assets (GAAP) | 1.82% |
Plus: Pre-tax adjustments: Corporate development and restructuring expense, loss on debt extinguishment, contribution to WSFS Cares Foundation, recovery of legal settlement, and realized and unrealized gains on equity investments, net | 0.05 |
Less: Tax impact of pre-tax adjustments | (0.01) |
Adjusted ROA (non-GAAP) | 1.86% |
WSFS Bank 2026 Proxy Statement | 70 |

Mr AB Sample Sample Street Sample Town Sampleshire, XXX XXX | ||
PROXY VOTING INSTRUCTIONS Please have your 11-digit control number ready when voting by Internet or Telephone. | ||
![]() | Vote Your Proxy on the Internet: Go to https://AALvote.com/WSFS Have your proxy card available when you access the above website. Follow the prompts to vote your shares. |
![]() | Vote Your Proxy by Phone: Call 1-866-804-9616 Use any touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares. |
![]() | Vote Your Proxy by Mail: Mark, sign, and date your proxy card, then detach it, and return it in the postage-paid envelope provided. Proxy cards submitted by mail must be received by May 13, 2026. |
q PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. q |
Mr AB Sample Sample Street Sample Town Sampleshire, XXX XXX | ||
q PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. q |
Please mark your votes like this ☒ Proposal 1: The election of three directors for a three-year term ending at the 2029 Annual Meeting of Stockholders. | |||||
Proposal 2. The approval, on an advisory (non-binding) basis, of the compensation of WSFS Financial Corporation’s named executive officers. FOR ☐ AGAINST ☐ ABSTAIN ☐ Proposal 3. The ratification of the appointment of KPMG LLP as WSFS Financial Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2026. FOR ☐ AGAINST ☐ ABSTAIN ☐ NOTE: Such other matters as may properly come before the meeting or any adjournment thereof. | |||||
ELECTION OF DIRECTORS: | |||||
(1) Eleuthère I. du Pont | |||||
(2) Michelle Hong | |||||
(3) David G. Turner | |||||
☐ Mark here to vote FOR all nominees ☐ Mark here to WITHHOLD vote from all nominees ☐ For All EXCEPT (see instructions below) | |||||
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the box next to each nominee you wish to withhold and write the number(s) of the nominee(s) on the line below. To cumulate your vote for one or more of the above nominee(s), hand write the manner in which such votes shall be cumulated in the space next to each nominee(s) name(s). If you are cumulating your vote, do not mark the box and you will need to vote manually on a proxy card and not electronically. I withhold my vote for the following nominee(s): | |||||