WSFS FINANCIAL CORP
For the period ended May 15, 2025. Filed Apr 1, 2025.
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May 15, 2025 · Filed Apr 1, 2025
Contents
PROXY STATEMENT SUMMARY
We are providing this Proxy Statement (“Proxy Statement”) to stockholders in connection with the solicitation by the Board of Directors of WSFS Financial Corporation, a Delaware corporation (our “Board of Directors”), of proxies to be voted at the Annual Meeting to be held virtually on May 15, 2025 at 4:00 p.m. ET, and at any adjournment thereof, for the purposes set forth in the accompanying notice. The proxy materials are first being made available to stockholders on or about April 2, 2025.
Our Annual Meeting will be held in a virtual meeting format which you can only access by registering at https://web.viewproxy.com/wsfs/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 confirmations.
Please refer to our “Notice of 2025 Annual Meeting of Stockholders” and the “Meeting and Other Information” section of this Proxy Statement for more information about how to participate inthe virtual meeting. If you encounter any difficulties accessing the webcast during the check-in or meeting time, please email Virtualmeeting@viewproxy.com or call 866-612-8937.
This summary provides an overview of the items contained in this Proxy Statement. We encourage you to read the entire Proxy Statement for additional information prior to voting your shares.
Proposals and Voting Recommendations
Our stockholders are being asked to vote on the following proposals.
| Proposals · Vote Required · Board Recommendation · Page | ||||
|---|---|---|---|---|
| 1 | Election of Directors | A plurality of the votes cast | FOR | 10 |
| 2 | Advisory vote on Executive Compensation | A majority of the shares present in person by participation at the Annual Meeting or represented by proxy and entitled to vote | FOR | 29 |
| 3 | Ratification of the Appointment of the Independent Registered Public Accounting Firm | A majority of the shares present in person by participation at the Annual Meeting or represented by proxy and entitled to vote | FOR | 57 |
| WSFS Bank 2025 Proxy Statement | 1 |
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2024 Business Performance Highlights
| $4.41 | 1.27% | 32.5% | $263.7M | 17.91% |
| EPS (diluted) | ROA | Fee Revenue % | Net Income(1) | ROTCE(2) |
WSFS delivered strong results in 2024, including substantial performance in our fee-based businesses, solid loan and deposit growth, prudent asset quality management, and continued optimization of recent franchise investments. This drove robust performance across key financial metrics including earnings per share (“EPS”), return on average assets (“ROA”), Fee Revenue %, Net Income, and return on average tangible common equity (“ROTCE”), and positions WSFS for continued, sustainable growth.
We are particularly pleased with the increase in fee revenue %, which rose over 400 bps, showcasing the strength and diversification of our revenue streams. Our net income benefited from continued growth in loans and deposits as well as our ability to proactively manage deposit pricing strategies to drive a strong net interest margin of 3.82%.
Notably, WSFS returned $131.2 million of capital to stockholders while still being able to grow our strong and prudent capital ratios.
Throughout a period of economic uncertainty, WSFS remained a pillar of stability for our investors, Clients, and the Communities we serve. We are confident that our strategic focus and strong financial foundation will drive continued success and create significant value for all stakeholders in the years ahead.
As we embark on our 2025-2027 Strategic Plan, WSFS is energized and strategically focused on driving franchise growth and seizing share within our markets. Based on our unique market position, strong capital ratios, and a diversified business model, we believe WSFS will be poised to leverage these strengths and deliver exceptional value and build on our momentum in the year ahead.
Net Interest Income (“NIM”): Our NIM of 3.82% decreased 29bps compared to the prior year, reflecting continued mix shift and growth in higher-priced deposits and was partially offset by higher loan volumes and yields. While average loan yields were higher year-over-year for 2024, loan yields and deposit costs ended the year below the full-year average due to interest rate cuts in the second half of the year. Fee Revenue: Fee revenue increased 18% compared to last year to $340.9 million, primarily driven by Cash Connect® from higher ATM bailment revenue and growth in smart safes as well as record revenue from our Wealth Management segment. Fee revenue % was 32.5% in 2024, reflecting the strength and diversification of our fee-based businesses. Noninterest Expense: Our full-year efficiency ratio of 60.9% reflects significant investments in talent and technology as well as our high-touch Customer and Client service business model. Customer Deposits: Deposits grew 4%, compared to 2023, primarily driven by the Consumer and Commercial businesses. Noninterest deposits comprised 29% of customer deposits, reflecting the strength of our deposit base. Customer deposits remain well diversified with 51% coming from Commercial, Small Business, and Wealth and Trust. Net Loans and Leases: Loans grew 3% with mid-single digit growth in commercial and industrial, and commercial mortgage. Our net loan-to-deposit ratio of 77% continues to provide sample balance sheet flexibility and capacity to fund new loan growth. Asset Quality: Overall asset quality remains stable as the cycle continues to normalize from historical lows. Our ACL coverage was a strong 1.62%(2) when including our estimated remaining credit marks on the acquired loan portfolio. Net charge-offs were 40bps of average loans and 27bps when excluding the Upstart portfolio. At the end of the year, delinquencies were 92bps of loans and nonperforming assets were 61bps of total assets.
Capital Management: Remains substantially in excess of “well-capitalized” benchmarks across all measures of regulatory capital, with a common equity tier 1 capital ratio of 13.88%. WSFS returned 50% of reported earnings to stockholders.
Wealth Management: Record annual fee revenue of $149.2 million, driven by growth across Institutional Services, Private Wealth Management, and the Bryn Mawr Trust Company of Delaware. Assets Under Management (“AUM”) grew 6% as total AUM/Assets Under Administration (“AUA”) nears $90 billion. Cash Connect®: Fee revenue growth of 38%, primarily driven by higher ATM bailment revenue and a 14% increase in Smart Safes.
| (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 2025 Proxy Statement | 2 |
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| WSFS Bank 2025 Proxy Statement | 3 |
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Board Composition
Our Board of Directors currently consists of 12 members and is divided into three “classes,” with each class serving for a term of three years. The leadership of our Board of Directors is comprised of: (i) our Chairman of our Board of Directors (“Chairman”) (who also serves as our President and Chief Executive Officer (“CEO”)), (ii) our Lead Independent Director and (iii) our committee chairs. A summary of our directors is listed below:
| Director | Age(1) | Current Term | Independence | Tenure on Board (years) | Principal Occupation |
|---|---|---|---|---|---|
| Anat Bird | 73 | 2027 | ✓ | 15 | President and Chief Executive Officer of SCB Forums, LTD, a Division of The Risk Management Association (RMA) |
| Karen Dougherty Buchholz | 58 | 2025 | ✓ | 6 | Executive Vice President of Administration for Comcast Corporation |
| Francis B. Brake | 61 | 2025 | ✓ | 11 | President and Co-Founder of Epic Research, LLC |
| Diego F. Calderin(2) | 63 | 2025 | ✓ | 3 | Retired Co-Founder and Managing Partner of Banbury Systems |
| Jennifer W. Davis | 54 | 2027 | ✓ | 16 | Executive Vice President and Chief Operating Officer at the University of Virginia |
| Michael J. Donahue | 66 | 2027 | ✓ | 6 | Principal, Donahue Consulting, Inc. |
| Eleuthère I. du Pont | 58 | 2026 | ✓ | 12 | President of the Longwood Foundation |
| Nancy J. Foster | 63 | 2026 | ✓ | 5 | Retired President and Chief Executive Officer of RMA |
| Christopher T. Gheysens | 54 | 2025 | ✓ | 8 | Chairman and Chief Executive Officer of Wawa, Inc. |
| Rodger Levenson | 64 | 2025 | — | 6 | Chairman, President and Chief Executive Officer of WSFS |
| Lynn B. McKee | 69 | 2027 | ✓ | 3 | Retired Executive Vice President, Chief Human Resources Officer for Aramark |
| David G. Turner | 60 | 2026 | ✓ | 12 | Managing Partner, IBM Consulting Americas |
| (1) | As of March 31, 2025. |
| (2) | Mr. Calderin will not seek reelection to our Board of Directors. |
In considering nominees, our Board of Directors and the Governance and Nominating Committee believe our Board of Directors should reflect a wide range of leadership accomplishments, skills, knowledge and experience, among the other factors described in the “Corporate Governance” section. On an annual basis we actively evaluate the efficacy of the Board of Directors and individual members. 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. We aim for a balanced distribution of shorter-tenured members (less than 6 years), medium-tenured members (between 6 and 12 years), and longer-tenured members (more than 12 years). Our Board of Directors takes a broad and thoughtful view of diversity, believing that a broad range of experiences and skills are necessary to effectively understand our Associates, Clients and Communities. The following charts show the composition of our Board of Directors following the Annual Meeting:
| WSFS Bank 2025 Proxy Statement | 4 |
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| WSFS Bank 2025 Proxy Statement | 5 |
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Committees and Leadership
The following chart shows the current committees and subcommittees of our Board of Directors, the committee membership and the number of meetings each committee held in 2024.
| WSFS Financial Corporation Board of Directors Chairman: Rodger Levenson(1) Lead Independent Director: Jennifer W. Davis | ||||||
|---|---|---|---|---|---|---|
| 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 | Jennifer W. Davis | Rodger Levenson | Francis B. Brake | Jennifer W. Davis | Eleuthère I. du Pont |
| Vice Chair | Michael J. Donahue | Karen Dougherty Buchholz | David G. Turner | Christopher T. Gheysens | 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 Diego F. Calderin Jennifer W. Davis Eleuthère I. du Pont Christopher T. Gheysens | Karen Dougherty Buchholz Nancy J. Foster Lynn B. McKee David G. Turner | Anat Bird Francis B. Brake Karen Dougherty Buchholz Diego F. Calderin Michael J. Donahue | Anat Bird Karen Dougherty Buchholz Diego F. Calderin |
| Meetings | 10(2) | 4 | 10 | 6 | 6 | 6 |
| (1) | During 2024, 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 2024. |
| WSFS Bank 2025 Proxy Statement | 6 |
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Corporate Governance Practices
Our corporate governance practices are designed to ensure safe and sound management of WSFS:
| WSFS Bank 2025 Proxy Statement | 7 |
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Environmental, Social, and Governance Matters
At WSFS, “We Stand for Service” is our mission, strategy, brand, and our daily call to action that is combined with our strong complement of products and services to meet the needs of our diverse communities. Our Board of Directors is responsible for oversight of material risks to our operations, including those that are environmental and social in nature, as well as oversight of Environmental, Social, and Governance (“ESG”) efforts generally.
For a detailed description of the Company’s ESG Report, go to the website www.wsfsbank.com (select “About”, then select “Investor Relations”, then select Governance and then select ESG). The ESG Report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Environmental
We are committed to balancing the evolving needs of our Clients, including access to physical banking locations, with the need to minimize our adverse impact on the environment. We are focused in particular on our physical footprint by seeking opportunities to optimize our branch network and providing hundreds of ATMs that provide Clients access to bank services without the need for full banking offices. We continue to invest in our digital capabilities and provide best-in-class solutions, consistent with our brand, for our Clients, and Associates. All of these efforts are aimed to further reduce our adverse environmental impact.
Social
We encourage Associates to volunteer with nonprofits of their choice, and we stand behind that encouragement by offering each Associate four hours per month of compensated work time for participation in volunteer activities. In 2024, Associate volunteers logged over 33,000 hours including providing Financial Literacy lessons and serving with community organizations across our footprint. The WSFS Cares Foundation, the charitable giving arm of WSFS, made more than $2.7 million in grants and contributions to 323 charitable organizations in our Communities. We also serve and invest in low-to-moderate income communities by partnering with nonprofits that work to, among other things, increase responsible home ownership, extending mortgage loans to borrowers in those communities and making direct contributions and investments in those communities.
Governance
We are dedicated to operating in accordance with sound governance practices and principles, as described above in*“Corporate Governance Practices.”*Our Board of Directors takes a broad and thoughtful view of diversity, believing that a broad range of experiences and skills are necessary to effectively understand our Associates, Clients, and Communities.
| WSFS Bank 2025 Proxy Statement | 8 |
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Executive Compensation Practices
The following fundamental principles underlie our executive compensation philosophy and design:
We have designed our executive compensation practices to support good governance and mitigate excessive risk-taking:
| WSFS Bank 2025 Proxy Statement | 9 |
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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.