WSFS FINANCIAL CORP
For the period ended May 15, 2025. Filed Apr 1, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 15, 2025 · Filed Apr 1, 2025
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UNITED STATES**
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
| ☒ | Filed by the Registrant | ☐ | Filed by a Party other than the Registrant |
|---|
| Check the appropriate box: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14a-12 |
WSFS FINANCIAL CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | |
|---|---|
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Notice of 2025 Annual Meeting of Stockholders
You are cordially invited to attend the WSFS Financial Corporation (the Company, WSFS, our or we) 2025 Annual Meeting of Stockholders (the Annual Meeting), to be held virtually:
| WHEN 4:00 P.M. ET May 15, 2025 | LIVE WEBCAST Register at https://web.viewproxy.com/wsfs/2025 and click the link provided and the password you received in your registration confirmation. | RECORD DATE You may vote if you were a stockholder of record at the close of business on March 21, 2025 (the “Record Date”). |
Items of Business
PROPOSAL 1 Election of Directors. To elect four director nominees to our Board of Directors to serve for a three-year term.
PROPOSAL 2 Advisory Vote on Executive Compensation. To approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers (“NEOs”).
PROPOSAL 3 Ratification of the Appointment of the Independent Registered Public Accounting Firm. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.
Other Business: To consider and act upon such other business and matters or proposals as may properly come before the Annual Meeting or any adjournments or postponements thereof. As of the date of this notice, our Board of Directors knows of no other matters that may be brought before stockholders at the Annual Meeting.
Your Vote is Important
We encourage all stockholders to vote your shares in advance of the Annual Meeting using one of the voting methods described in the proxy materials, which you can access at https://web.viewproxy.com/wsfs/2025. In order to attend the Annual Meeting, you must register at https://web.viewproxy.com/
wsfs/2025 by 11:59 P.M. ET on May 12, 2025. On the day of the Annual Meeting, if you have properly registered, you may enter the meeting by clicking on the link provided and the password you received via email in your registration confirmation. You will be able to listen to the Annual Meeting live, submit questions and vote. Further instructions on how to attend and vote at the Annual Meeting are contained in the section titled “Meeting and Other Information.”
Sincerely,
Rodger Levenson
Chairman, President, and Chief Executive Officer
Whether or not you plan to attend the Annual Meeting, please vote as soon as possible to make sure that your shares are represented at the Annual Meeting.
| WSFS Bank 2025 Proxy Statement | i |
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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 14, 2025.
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, the 2024 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2024, and the ESG Report (the “Proxy Materials”), at the website address referred to in the Notice of Internet Availability, or for requesting printed copies of the proxy materials by mail or electronically by email. If you would like to receive a paper or email copy of our proxy materials either for this Annual Meeting or for all future meetings, you should follow the instructions for requesting such materials included in the Notice of Internet Availability we mailed to you. Our Board of Directors provided the Notice of Internet Availability and is making the proxy materials available to you in connection with the Annual Meeting. As a stockholder of record on the Record Date, you are invited to attend the Annual Meeting virtually and are entitled to, and requested to, vote on the proposals described in this Proxy Statement.
| WSFS Bank 2025 Proxy Statement | ii |
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Table of Contents
| Notice of 2025 Annual Meeting of Stockholders | i |
|---|---|
| FORWARD-LOOKING STATEMENTS | iv |
| PROXY STATEMENT SUMMARY | 1 |
| Proposal 1: Election of Directors | 10 |
| CORPORATE GOVERNANCE | 10 |
| Our Director Nomination and Selection Process | 17 |
| Board Structure and Roles | 18 |
| Committees | 19 |
| Audit Committee | 20 |
| Governance and Nominating Committee | 20 |
| Executive Committee | 21 |
| Leadership and Compensation Committee | 21 |
| Risk Committee | 22 |
| Wealth Management Fiduciary Audit Committee | 22 |
| Wealth Management Fiduciary Committee | 23 |
| Committee Charters | 23 |
| Board Policies | 24 |
| Compensation of our Board of Directors | 27 |
| Proposal 2: Advisory Vote on Executive Compensation | 29 |
| EXECUTIVE COMPENSATION | 29 |
| ABOUT OUR EXECUTIVE COMPENSATION PROGRAM | 29 |
| ABOUT YOUR VOTE | 29 |
| Executive Leadership Team | 30 |
| Executive Compensation Discussion and Analysis | 32 |
| Executive Compensation Philosophy | 33 |
|---|---|
| How Executive Compensation Decisions Are Made | 34 |
| 2024 Executive Compensation Summary | 39 |
| Benefits | 44 |
| Employment Agreements | 44 |
| Executive Compensation Policies | 45 |
| Summary Compensation Table | 47 |
| Grants of Plan-Based Awards | 48 |
| Outstanding Equity Awards Value at Fiscal Year-End | 49 |
| Option Exercises and Stock Vested During 2024 | 50 |
| Potential Payments upon Termination or Change in Control | 50 |
| CEO Pay Ratio | 52 |
| PAY VERSUS PERFORMANCE | 53 |
| Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm | 57 |
| TRANSACTIONS WITH RELATED PARTIES | 59 |
| DELINQUENT SECTION 16(a) REPORTS | 59 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 60 |
| MEETING AND OTHER INFORMATION | 61 |
| COMPANY DOCUMENTS AND OTHER MATTERS | 66 |
| APPENDIX A—NON-GAAP RECONCILIATIONS | 67 |
| WSFS Bank 2025 Proxy Statement | iii |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.