Table of Contents

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Important Notice Regarding Internet

Availability of Proxy Materials

For the Stockholder Meeting to be

Held on April 25, 2019 at 4:00 p.m.

The Proxy Statement and Annual Report on Form 10-K

are available at www.wsfsbank.com, by calling us at 888-973-7226

or by sending an e-mail request to: stockholderrelations@wsfsbank.com

About the Annual MeetingMeeting:

This proxy statement is being furnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of WSFS Financial Corporation (the “Company” or “WSFS”) to be used at the 20182019 Annual Meeting of Stockholders (the “Annual Meeting”), which will be held at the Hotel du Pont, Eleventh and Market Streets in Wilmington, Delaware on April 26, 201825, 2019 at 4:00 p.m.  Directions to the Hotel du Pont are available on its website: www.hoteldupont.com.

What is the purpose of the Annual Meeting?

The Annual Meeting is being held to consider the following proposals: (i) The election of four directors for a term ending at the 2022 Annual Meeting of Stockholders, the election of three directorsone director for a term ending at the 2021 Annual Meeting of Stockholders, and the election of two directors for a term ending at the 2020 Annual Meeting of Stockholders, (ii) the amendment of our Amended and Restated Certificate of Incorporation to increase the number of shares of common stock authorized to be issued by the Company from 65,000,000 shares to 90,000,000 shares, (iii) the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018, (iii) the approval of the WSFS Financial Corporation 2018 Incentive Plan,2019, (iv) a non-binding advisory vote on the compensation of our named executive officers, and (v) such other matters as may properly come before the meeting or any adjournment thereof.

The Board of Directors is divided into three classes and each class serves for a term of three years.  ThereOn March 1, 2019, pursuant to our merger with Beneficial Bancorp, Inc., which we refer to as Beneficial, Karen Dougherty Buchholz, Gerard P. Cuddy, and Michael J. Donahue, former members of the Beneficial Board of Directors, were appointed to the WSFS Board of Directors. To re-align membership in the three classes, there are threeseven seats on our Board of Directors up for election at the Annual Meeting and the following persons have been nominated by the Board:  Anat Bird, Jennifer W. Davis, and Christopher T. Gheysens,Board, each of whom currently serves on the Board of Directors.  Each has been nominatedDirectors:  Karen Dougherty Buchholz, Francis B. Brake Jr., Christopher T. Gheysens, and Rodger Levenson, each for a three-year term expiring on the date of our Annual Meeting of Stockholders to be held in 2021.2022; Marvin N. Schoenhals, for a two-year term expiring on the date of our Annual Meeting of Stockholders to be held in 2021, and; Eleuthère I. du Pont and David G. Turner, each for a one-year term expiring on the date of our Annual Meeting of Stockholders to be held in 2020.  In addition, Calvert A. Morgan, Jr., whose term expires at the 2019 Annual Meeting of Stockholders, will retire from the Board effective April 2019 and will not seek reelection, thereby reducing the Board size to 13.  You can find information about all of our current directors and director nominees beginning on page five.five.

The Board of Directors recommends a vote FOR each of the threeseven nominees for director,  FOR amendment of our Amended and Restated Certificate of Incorporation to increase the number of shares of common stock authorized to be issued by the Company from 65,000,000 shares to 90,000,000 shares, FOR ratification of the appointment of KPMG LLP as our independent registered public accounting firm, FOR approval of the WSFS Financial Corporation 2018 Incentive Plan, and FOR the non-binding advisory vote on the compensation of our named executive officers.

Why are you sending me a proxy card?  What am I going to do with it?

To hold the Annual Meeting, we need to have present, in person or by proxy, the holders of a majority of WSFS common stock outstanding as of March 1, 2018,15, 2019, which is the record date to determine which stockholders will receive notice of the Annual Meeting and be entitled to vote at the Annual Meeting.  As of that date, there were 31,404,87956,941,458 shares of WSFS common stock outstanding.  We are providing you with a proxy card so that your shares can be counted as present at the Annual Meeting and can be voted at the meeting even if you do not attend the Annual Meeting in person.

Your shares will be voted in accordance with the instructions you provide on the proxy card to vote either for or to withhold your vote regarding each of the nominees for election as directors; to vote for, against, or abstain on the proposed amendment of our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 65,000,000 to 90,000,000; to vote for, against or abstain on the proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018; to vote for, against, or abstain on the approval of the WSFS Financial Corporation 2018 Incentive Plan,2019, and; to vote for, against, or abstain on the non-binding advisory vote on the compensation of our named executive officers.  If you sign and return the proxy card to us without indicating how you wish to vote, we will vote your shares FOR each of the director nominees, FOR the amendment of our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock, FOR ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018, FOR approval of the WSFS Financial Corporation 2018 Incentive Plan,2019, and FOR the non-binding advisory vote on the compensation of our named executive officers.  If you hold your WSFS common stock in “street name” through a bank, broker or other nominee, you must direct your bank, broker or other nominee to vote in accordance with the instructions you have received from your bank, broker, or other nominee.  “Street name” stockholders who wish to vote at the Annual Meeting will need to obtain a voting instruction form from the institution that is the stockholder of record for their shares.

For those shares for which we have received a proxy, we will have discretionary authority to vote as we see fit on any procedural matters relating to the conduct of the Annual Meeting.  Furthermore, in the event that one or more of our nominees is unable to stand for election as the result of an unexpected occurrence, we may vote shares for which we hold a proxy in favor of anyone we select to be a substitute nominee.  Alternatively, we may reduce the size of the Board of Directors to eliminate the vacancy.

If I hold my shares through a broker, will my broker vote my shares without my instructions?

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, the voteamendment of our Amended and Restated Certificate of Incorporation to approveincrease the WSFS Financial Corporation 2018 Incentive Plan,number of authorized shares of the Company’s common stock, and the non-binding advisory vote on the compensation of our named executive officers are not considered “routine” matters.  As such, your broker cannot vote your shares with respect to these proposals if you do not give instructions.

Why did I receive more than one proxy card?

If you hold your shares of WSFS common stock in more than one account or name, you will receive multiple proxy cards and you must return a proxy card for each account or name in order to vote all of your shares.

Can I revoke my proxy or change my vote?

Yes.  If you are a registered holder of WSFS common stock, you can change your vote at any time before the Annual Meeting by completing and returning a new proxy card before the Annual Meeting to WSFS Financial Corporation, Attention: Corporate Secretary, WSFS Bank Center, 500 Delaware Avenue, Wilmington, Delaware 19801, or providing written notice in person at the meeting.  If you vote by proxy and then attend the Annual Meeting, you do not need to vote again in person unless you want to change your prior vote.  Attending the Annual Meeting will not cancel your proxy unless you vote in person at the Annual Meeting. Please note that if your shares are not registered in your own name, you will need additional documentation from your bank, broker or other nominee that is the stockholder of record for your shares in order to vote in person at the Annual Meeting.

What constitutes a “quorum” for the Annual Meeting?

A quorum is necessary to conduct business at the Annual Meeting.  We require the presence, whether in person or through the prior submission of a proxy, of the holders of WSFS common stock representing a majority of the shares outstanding and entitled to vote on the record date.  Because there were 31,404,87956,941,458 shares of WSFS common stock issued and outstanding as of the record date, at least 15,702,44028,470,774 shares must be present or represented by proxy at the Annual Meeting for a quorum to exist.

How many votes does a nominee need in order to be elected?

Directors are elected by plurality vote, meaning that the nominees who receive the greatest number of votes are elected.  You may vote for a nominee or you may withhold your vote for a nominee.  In a contested election, the number of seats up for election is less than the number of persons nominated.  The winning nominees are the ones who receive more votes than the other nominees.  In an uncontested election, there are enough seats up for election for all of the nominees, so all will be elected regardless of the number of votes they each receive.  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 and request the Board of Directors to accept or reject their resignation offer at the discretion of the Board of Directors.  The Corporate Governance and Nominating Committee (“CGNC”) of the Board of Directors will consider resignation offers and make its recommendation to the entire Board of Directors.  Our policy provides that the Board of Directors will accept or reject each director’s resignation offer within 90 days of the date the resignation offer is submitted to the Board of Directors.

How many votes do I have?

Each share of WSFS common stock is entitled to one vote.  We do, however, permit cumulative voting for the election of directors, meaning that becauseif, 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.

How do I vote shares held in the Employee Savings and Stock Ownership Plan (“KSOP”), previously administered by Beneficial Bancorp, Inc., predecessor-by-merger to the Company?

If you participate in the KSOP, you will receive a voting instruction card that reflects all shares you may direct the trustee to vote on your behalf under the KSOP. Under the terms of the KSOP, all allocated shares of common stock held by the KSOP trust are voted by the KSOP trustee, as directed by plan participants. All shares of common stock held in the KSOP trust that have not been allocated to participants’ accounts, and all allocated shares for which no timely voting instructions are received, are voted by the KSOP trustee in the same proportion as shares for which the trustee has received timely voting instructions, subject to the exercise of its fiduciary duties.

What are stockholders being asked to approve regarding authorized shares of the Corporation’s Common Stock?

Stockholders are being asked to approve an amendment of our Amended and Restated Certificate of Incorporation to increase the number of shares of common stock authorized to be issued by WSFS from 65,000,000 to 90,000,000 shares.

The Board of Directors believes it is in our best interest and those of our stockholders to increase the number of authorized shares of common stock to provide us with flexibility to consider and plan for future corporate needs, including, but not limited to, capital raising, financing transactions, possible merger and acquisition transactions, awards under stockholder-approved equity incentive plans or other general corporate purposes. The additional authorized shares of our common stock would enable us to pursue strategic, financial or capital opportunities as they may be presented and to take timely advantage of market conditions as they may arise, without the delay and expense associated with calling and convening a special meeting of stockholders to increase authorized capital, unless such a meeting was otherwise required by Delaware law or Nasdaq rules.

The proposed amendment of our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock must receive a favorable vote of a majority of the outstanding shares of our common stock.  Abstentions and broker non-votes are treated as present for quorum purposes only and therefore have the same effect as a vote against the proposal.

How many votes are required to approve the ratification of the independent registered public accounting firm?

The appointment of KPMG LLP as our independent registered public accounting firm must receive a majority of the votes cast on the proposal to be ratified.

How many votes are required to approve the WSFS Financial Corporation 2018 Incentive Plan?

To be approved, the WSFS Financial Corporation 2018 Incentive Plan must receive a majority of the votes cast on the proposal.

What are stockholders being asked to approve regarding executive compensation?

Stockholders are being asked to approve the following resolution:

“Resolved, that the stockholders approve the compensation of WSFS Financial Corporation’s named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure shall include the compensation discussion and analysis, the compensation tables and any related material) in this proxy statement.”

To be approved, the advisory proposal must receive a favorable vote of a majority of the votes cast on the proposal.

Is the stockholder vote on executive compensation binding on the Company?

No, this is an advisory vote only.  Neither we, nor the Board of Directors, will be bound to take action based upon the outcome.  The Personnel and Compensation Committee (P&C)&C Committee) of the Board of Directors will consider the advisory vote of the stockholders when considering executive compensation.

What is the effect of an abstention or broker non-vote?

Abstentions and broker non-votes are treated as present for quorum purposes onlyonly.  They will have the same effect as a vote against the proposal to amend our Amended and thereforeRestated Certificate of Incorporation, but will have no effect on the outcome of the other proposals.

Will members of management and the Board of Directors be at the Annual Meeting?

Yes.  Our practice is that all members of the Board of Directors, director nominees and senior management officers should attend the Annual Meeting and all current directors were present at last year’s annual meeting.  We expect that all directors will attend the Annual Meeting this year.

Who is paying for this proxy solicitation?

The accompanying proxy is being solicited by the Board of Directors. We will pay the costs of soliciting proxies from our stockholders.

Can I ask questions at the Annual Meeting?

Yes.  We consider the Annual Meeting an opportunity for stockholders to have access to the Board of Directors and senior management in a public forum, and we invite stockholders to submit questions or comments in advance of the Annual Meeting.  This is an important part of the process, and we have established a procedure for stockholders to send communications to the Board of Directors as well as to management.

While legal considerations and timing issues may prevent us from answering all questions or addressing all comments, we believe this dialogue is helpful in increasing communication with our stockholders.

At the Annual Meeting, we will attempt to respond to as many of the questions and comments we receive as possible.  Any questions, comments, and responses deemed relevant to the larger stockholder base will be posted on our website at www.wsfsbank.com.

The Board of Directors strongly encourages communications from stockholders.  Stockholders who wish to send communications to the Board of Directors during the year may do so by writing to the attention of Mark A. Turner, Executive Chairman, WSFS Bank Center, 500 Delaware Avenue, Wilmington, Delaware 19801 or to chairman@wsfsbank.com.  In addition, all written communications from stockholders received by management are shared with the Board of Directors.

If I have a proposal that I want the stockholders to vote on, how do I get it on the agenda for the Annual Meeting?

The deadline has passed for you to give us notice of a proposal to be brought before the stockholders for a vote at the 20182019 Annual Meeting of Stockholders.  We expect to hold the 20192020 Annual Meeting of Stockholders in April 20192020 and to mail our proxy statement during March 2019.2020.  To get your proposal on the agenda for the 20192020 Annual Meeting of Stockholders, you must give us notice no earlier than November 26, 201829, 2019 and no later than December 27, 2018.29, 2019.  All notices of stockholder proposals should be addressed to the attention of the Corporate Secretary, WSFS Financial Corporation, WSFS Bank Center, 500 Delaware Avenue, Wilmington, Delaware 19801.  For additional information, see “Stockholder Nominations and Stockholder Proposals” on page 13.

Can I obtain copies of the proxy statement and related materials over the Internet?

Yes.  Copies of this proxy statement and our Annual Report on Form 10-K (without exhibits) are available on the Internet at www.wsfsbank.com.  Stockholders can elect to receive future proxy statements and annual reports over the Internet rather than in printed form.  Stockholders of record can make this election either by calling (888) WSFSBANK (or (888) 973-7226), by sending an email to stockholderrelations@wsfsbank.com, or by following the instructions at: investors.wsfsbank.com.  Stockholders may request copies of any exhibits to the Annual Report on Form 10-K through our telephone number and email address as well.   If you hold your shares in street name, please refer to the information provided by your broker, bank or other nominee for instructions on how to elect to access future proxy materials over the Internet.

PROPOSAL NUMBER 1: Election of Directors

The Board of Directors is divided into three classes and each class serves for a term of three years.  FourOn March 1, 2019, pursuant to our merger with Beneficial Bancorp, Inc., which we refer to as Beneficial, Karen Dougherty Buchholz, Gerard P. Cuddy, and Michael J. Donahue, former members of the Beneficial board of directors, have terms that expire atwere appointed to the 2018 Annual Meeting.  Mr. Donald W. Delson is not standing for reelection.WSFS Board of Directors.   These appointments increased the Board of Directors size to 14.  The Board of Directors has nominateddetermined that the otherappropriate target range for WSFS is 9 to 12 directors and believes that this range represents an appropriate and effective size for the Company because it fits with one of our key strategic advantages, namely, faster, and more entrepreneurial decision-making. Therefore, it is the Board’s intention to reduce its size to 10 or 11 members over the next three directorsyears.  To accomplish this reduction, the Board of Directors has developed a plan to realign the membership in each of the three Board classes.  As part of this plan, there are seven seats on our Board of Directors up for reelection to three-year terms expiringelection at the Annual Meeting and the following persons have been nominated by the Board:

For a three-year term expiring on the date of our Annual Meeting of Stockholders to be held in 2022:

·                  Mr. Francis B. Brake, Jr.

·                  Ms. Karen Dougherty Buchholz

·                  Mr. Christopher T. Gheysens

·                  Mr. Rodger Levenson

For a two-year term expiring on the date of our Annual Meeting of Stockholders to be held in 2021:

·                  Ms. Anat BirdMr. Marvin N. Schoenhals

·                       Ms. Jennifer W. Davis

For a one-year term expiring on the date of our Annual Meeting of Stockholders to be held in 2020:

·                  Mr. Christopher T.Eleuthère I. du Pont

·                  Mr. David G. Turner

Mr. Calvert A. Morgan, Jr. will retire from the Board effective April 2019 and is not standing for reelection.

Mr. Brake’s term as a director currently expires at the annual meeting to be held in 2020, and the terms of Messrs. Levenson and Gheysens currently expire at the annual meeting to be held in 2021.  Each of Messrs. Brake, Levenson and Gheysens has tendered their resignation from the Board of Directors, effective as of the end of the Annual Meeting, but subject to the condition that each is elected by a majority of the votes cast at the Annual Meeting to the Board of Directors for a term expiring at the annual meeting to be held in 2022.

The election of each nominee requires the affirmative vote of a plurality of the votes cast, meaning that the nominees who receive the greatest number of votes are elected.  Executed proxies received from holders of WSFS common stock will be voted for the election of such nominees unless marked to the contrary.  All of the nominees have consented to be named and have indicated their intent to serve if elected.  If any nominee becomes unable to serve, which is not anticipated, the proxy will be voted for a substitute nominee to be designated by the Board of Directors or the number of directors will be reduced.  Abstentions and broker non-votes will not be counted as either an affirmative vote or a negative vote regarding the election of directors, and therefore, will have no effect on the election of directors.

Biographical information about our directors, director nominees and executive officers is provided below.on the following page.  The listed age of each individual is as of December 31, 2017.2018.  Currently, all directors of WSFS also serve as directors of our subsidiary, Wilmington Savings Fund Society, FSB (“WSFS Bank” or “the Bank”).  Each director was selected to be a member of the Board of Directors based on his or her particular background and expertise.  Immediately following the biographical information about each person director nominee and director is a description of the particular experience, skills and qualifications that were instrumental in the determination by the Corporate Governance and Nominating Committee that he or she should serve as a director.   For additional information, see “Our Director Nomination and Selection Process” on page twelve13 and “Diversity” beginning on page sixteen.17.

Director Nominees

The Board of Directors recommends a vote FOR each of these nominees.

Other Current Directors and Executive Management

Other Current Directors:

The Board of Directors recommends a vote FOR each of these nominees.

Other Current Directors and Executive Management

Other Current Directors:

Executive Management:Management:

For information regardingRodger Levenson, Mark A. Turner and Patrick J. Ward, see directly above.the preceding table.

Arthur J. Bacci, 59, joined WSFS as Executive Vice President and Chief Wealth Officer in April 2018. Prior to joining WSFS, Mr. Bacci was a Vice President at Principal Financial Group, a diversified global investment management firm, where he most recently served as Head of Principal’s Hong Kong business from 2013 to 2018. He joined Principal in 2002 as chief financial officer of Principal Trust Company (in Delaware). He subsequently was named CEO/President of the trust company and Principal Bank. Mr. Bacci received his BS in Finance from San Jose State and a MBA from Santa Clara University. He has also participated in leadership and management programs at the University of Pennsylvania’s Wharton School.

Lisa Brubaker, 55, has served as Executive Vice President and Chief Technology Officer of WSFS Financial Corporation since May 2018. She joined WSFS in 1986 and has held a variety of leadership roles with increasing responsibilities throughout her WSFS career. Ms. Brubaker serves on the Board of the Brandywine Red Clay Alliance, a watershed conservation organization in Southeastern Pennsylvania and New Castle County, Delaware, and volunteers for the Delaware Nature Society, Girls Inc. of Delaware and the Delaware Humane Association. She is a graduate of the University of Delaware and a current Aresty Scholar at the Wharton School’s Aresty Institute of Executive Education where she is completing a Certificate of Professional Development.

Dominic C. Canuso, C.F.A, C.F.A., 43,44, joined WSFS in June 2016 as Executive Vice President and Chief Financial Officer. From 2006 to 2016, he was Finance Director at Barclays’ US Credit Card Business, most recently serving as Line of Business CFO. Prior to Barclays, he was at Advanta Bank and Arthur Andersen Consulting.   Mr. Canuso earned his Bachelor of Science Degree in Finance and Executive MBA from Villanova University.  He is a charter holder and member of the Chartered Financial Analyst (CFA) Institute.

Steve Clark, 60,61, joined WSFS in 2002 and has served as Executive Vice President and Chief Commercial Banking Officer since May 2016. From 2002 thru 2006, Mr. Clark led and managed the establishment of the Middle Market lending unit, and in 2007 became Division Manager of the Business Banking and Middle Market Divisions. Prior to 2002, he spent 23 years in various commercial banking positions at PNC Bank and its predecessor companies.  Mr. Clark received his MBA in Finance from Widener University and his Bachelor of Science Degree in Business Administration (Marketing) from the University of Delaware.

Peggy H. Eddens, 62,63, has been Executive Vice President, Chief Human CapitalAssociate and Customer Experience Officer for WSFS Bank since 2007.  From 2003 to 2007 she was Senior Vice President for Human Resources and Development for NexTier Bank in Butler, PA.  Prior to that, she held several leadership positions with Mellon Bank and Citizens Bank.  Mrs. Eddens received a Bachelor of Science in Business Administration from Robert Morris University and a Master of Science in Human Resource Management from LaRoche College.

Paul D. Geraghty, Sr., 64, has been Executive Vice President and Chief Wealth Officer of WSFS Financial Corporation and WSFS Bank since 2011.  Prior to that, Mr. Geraghty was President and CEO of Harleysville National Corporation from 2007 to 2010 and Executive Vice President of National City Corporation in Cleveland from 2004 to 2007.  Mr. Geraghty received a Bachelor of Science in Accounting from Villanova University.  Mr. Geraghty will retire from the Company effective April 13, 2018.

Paul S. Greenplate, 59,60, has been Executive Vice President and Chief Risk Officer since April 2017.  Mr. Greenplate joined WSFS in 1999 and prior to his leadership role in the Risk Division, he served as Senior Vice President and Treasurer.  As Chief Risk Officer, Mr. Greenplate oversees all independent Risk Management functions including, Credit Risk Management, Real Estate Services, Asset Recovery, Enterprise Risk Management, Legal, Internal Audit, Loan Review and Regulatory Compliance. Mr. Greenplate graduated from the University of Delaware with a Bachelor of Science in Economics.

Thomas Kearney, 70, currently serves as Executive Vice President and Chief Risk Officer emeritus of WSFS Financial Corporation.  Previously, he served as Executive Vice President and Chief Risk Officer since 2012.  Mr. Kearney joined the Company in 1998 and previously served as Senior Vice President and Corporate Auditor.  Mr. Kearney received a Bachelor of Science in Business Administration (Finance and Accounting) from Drexel University.  He holds the professional designations of Certified Bank Auditor (CBA) and Certified Financial Services Auditor (CFSA).  He will retire from the Company effective March 31, 2018.

Rodger Levenson, 56, is EVP and Chief Operating Officer of WSFS Financial Corporation. Prior to assuming this role, he was EVP and Chief Corporate Development Officer from June 2016 to July 2017, interim EVP and Chief Financial Officer from April 2015 to June 2016, and EVP and Chief Commercial Banking Officer from 2006 to April 2015. From 2003 to 2006 Rodger was Senior Vice President and Manager at Citizens Bank. He began his career in banking in 1986 at Wells Fargo (via predecessor organization CoreStates Financial) and remained there until 2003 with his last position being Senior Vice President and Managing Director of the Retail and Apparel Banking Group.  Rodger received a BBA in Finance from Temple University and a MBA from Drexel University. He has also participated in leadership development and management courses at the University of Pennsylvania Wharton School, Center for Creative Leadership, and Harvard University School of Business.

S. James Mazarakis, 60, has been Executive Vice President and Chief Technology Officer for WSFS Bank since 2010.  From January 2009 to February 2010 Mr. Mazarakis was a principal in Techvizion, a consulting firm specializing in technology strategies.  From that role, he served as our interim Chief Technology Officer from May 2009 to February 2010.  From 2005 to 2008, he was Chief Technology Officer for T. Rowe Price Associates and from 2002 to 2005 he was Business Information Officer — Shared Services for Capital One Financial Corporation.  Mr. Mazarakis received a Bachelor of Science from Rensselaer Polytechnic Institute and a Master of Science in Management of Technology from Polytechnic Institute of New York University.

Richard M. Wright, 65,66, has been Executive Vice President and Chief Retail Banking Officer for WSFS Bank since 2006.  From 2003 to 2006 Mr. Wright was Executive Vice President, Retail Banking and Marketing for DNB First in Downingtown, PA.  Mr. Wright received a Bachelor of Arts in Marketing and Economics from California State University, Fullerton and a MastersMaster’s in Business Administration from the University of Southern California.

Thomas Stevenson, 64,65, has served as President of the Company’s Cash Connect Division since 2003. Mr. Stevenson joined WSFS in 1996 as Executive Vice President and Chief Technology Officer. Prior to joining WSFS, Mr. Stevenson was the Manager of Quality Assurance at Electronic Payment Services. Mr. Stevenson attended Wayne State University and the Banking and Financial Services program at the University of Michigan’s Graduate School of Business Administration.

CORPORATE GOVERNANCE

This year, for the sixthseventh year in a row, our Board of Directors addressed stockholders through their letter, “A View from the Boardroom”, included in our annual report and available on our website www.wsfsbank.com (select “Investor Relations” on the menu found under “About WSFS” and click on “Download Library” on the right side of our web page, then click on “2017“2018 Annual Report”).  This letter provides additional insight on corporate governance and key philosophies that guide the Board of Directors’ oversight of the Company.

Board Principles and Guidelines

In addition to directives laid out through the various committee charters, the Board of Directors has adopted a set of principles and guidelines, which guide the actions and direction of the Board of Directors.  The Corporate Governance and Nominating Committee reviews these principles and guidelines at least annually, and all changes must be approved by a majority vote from the Board. A full copy of the Board Principles and Guidelines are available on the Company’s website www.wsfsbank.com (select “Investor Relations” on the menu found under “About WSFS” and click on “Corporate Governance”).

Board of Directors’ Mission

The Board of Directors is committed to being a high-performance board and to providing oversight and accountability for management.  The Board of Directors recognizes it must exercise its fiduciary duty to act in the best interest of WSFS and all of its stockholders while also recognizing its responsibilities to the Company’s regulators.  The Board of Directors also recognizes its responsibilities to the customers and Associates of WSFS, as well as the communities in which it operates.

The Board of Directors is responsible for working with management to establish the strategic priorities of the Company.  Within the current strategic priorities, the Board of Directors must establish the appropriate “tone at the top” regarding the Company’s core principles:

·                  Operating with the highest ethical values;

·                  Focusing on performance over the long term;

·                  Maintaining a culture that encourages actively engaged Associates;

·                  The truth of the brand, “We Stand For Service;” and;

·                  Earning the right to remain independent.

Annually, the Board of Directors conducts a self-evaluation to assess the performance of the Board of Directors, 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 engages a third-party consultant to conduct the evaluation, which provides an outside global perspective and insights on the performance and functioning of the Board of Directors.  This third-party evaluation was last undertakenoccurred in 2015.2018 as part of the every third year cycle.

The Board’s primary responsibilities are to:

·                  Select, employ, motivate, set compensation for, and regularly evaluate a highly qualified President and Chief Executive Officer and President when appropriate;

·                  In conjunction with Management; and, as appropriate, help set sound strategic direction and hold the company accountable to that;

·                  Ensure that an effective internal control system is established and maintained and oversee senior management’s implementation of such system;

·                  Establish appropriate policies for WSFS’ safe and sound management, including regulatory compliance and risk identification and management;

·                  Review regularly the effectiveness of the Board corporate governance structure and the performance of the Board;

·                  Assure that governance and performance of WSFS are appropriately transparent to its Associates, owners,stockholders, regulators and customers;

·                  Recognize and honor the need for confidentiality in all aspects of Board deliberations; and

·                  Encourage dialogue and even disagreement, while ultimately respecting the opinions and perspective of each person and the decision and decision-making process of the full Board.

Our Director Nomination and Selection Process

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.  The Corporate Governance and Nominating Committee has the responsibility for identifying qualified individuals as candidates for membership on the Board of Directors.  The Corporate Governance and Nominating Committee considers the Board’s current makeup to assure director candidates possess a wide range of leadership accomplishments; skills, knowledge and experience sought by the Board; cultural fit and diversity.  The Board of Directors believes directors should be knowledgeable about the business activities and market areas in which we and our subsidiaries engage.  A candidate’s breadth of knowledge and experience should also enable that person to make a meaningful contribution to the governance of a complex, multi-billion dollar financial institution.  The Board aims to establish diverse perspectives, experiences, and backgrounds, such as geographic, age, gender, race and ethnicity in all decisions. The Board evaluates candidates who achieved prominence in their fields and ideally possess strong management experience.

We believe that one of the most important responsibilities of a well-functioning board of directors is to ensure that it actively plans for and accomplishes its own succession, and the Board actively participates in the succession planning process by reviewing the board structure and board needs annually or more as the need arises so that we continue to build a diverse Board with expertise and talents that will continue to contribute to the success of WSFS.

The Corporate Governance and Nominating Committee solicits recommendations from our officers and directors, and also considers and evaluates any candidates recommended by our stockholders.  The candidates are then evaluated against the anticipated skillsets needed on the Board of Directors.

In the past, it hashad not been our practice to pay fees to any third party to identify potential director nominees; however,nominees.  However, due to our growth in size and sophistication, beginning in 2018, we are currently evaluating proposals to engageengaged a third party firm sometime in 2018 to assist in identifying future nominees.  In addition, we do use a consultant to assist with evaluating, interviewing and performing reference checks on potential nominees to the Board of Directors.  Our consultant receives compensation for this service depending on the parameters of the research and the number of nominees to be included.

Stockholder Nominations and Stockholder Proposals

To be considered in the Corporate Governance and Nominating Committee’s selection of nominees for the Board of Directors for the 20192020 Annual Meeting of Stockholders, recommendations or other proposals requested by stockholders must be received by us in writing no earlier than November 26, 201829, 2019 and no later than December 27, 2018.29, 2019.

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: (1) the name and age of such person; (2) any  information required to be disclosed in solicitations of proxies with respect to nominees for election of directors by Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and related rules and regulations (including the written consent of the person proposed as a director nominee); (3) 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; (4) 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 (5) 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.

For any proposals other than a recommendation for director nomination, our Bylaws require such proposal include: (1) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such stockholder and beneficial owner, if any, in such business, (ii) a description of all contracts, arrangements, understandings and relationships between such stockholder and beneficial owner, if any, on the one hand, and any other person or persons (including their names), on the other hand, in connection with the proposal and (iii) the text of the proposal (including the text of any resolutions proposed for consideration).

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: (1) the name, address and telephone number of such stockholder, and the name, address and telephone number of such beneficial owner; (2)(A) 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, (B) any derivative instruments with respect to Company shares owned by such stockholder or beneficial owner, (C) 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, (D) any short interest in any security of the Company, and (E) 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 the Bylaws.

For additional details regarding the requirements with respect to such notices, please see our Amended and Restated Bylaws, which were filed as Exhibit 3.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”(“SEC”) on November 21, 2014.

Director Independence

Consistent with Nasdaq director independence listing standards, 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 WSFS 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.

The Board of Directors has determined that other than  Mr. Levenson, Mr. Schoenhals, Mr. Mark A. Turner, and Mr. Ward, all of our current directors are independent under Nasdaq’s director independence listing standards.  Mr. Schoenhals is not an independent director because he was one of our executives until November 2009 and was compensated as a consultant until November 2011.  Mr. Mark A. Turner is not an independent director because he was one of our executives until December 2018.  Mr. Levenson and Mr. Ward are not considered independent because they are executive officers of the Company.

Executive Sessions

Our independent directors have the opportunity to meet in executive session at each Board 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 overabout CEO performance, compensation for non-independent directors, and other relevant Board/Committee matters.  Since our Chairman is also a member of Executive Management, the Lead Independent Director presides over each such session.  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 directorsdirectors’ sessions or meetings throughout the year.

Director Service on Other Boards

Directors shall not serve on the boards of other public companies if the service impedes the director’s ability to effectively serve on WSFS’ Board or creates any potential material conflicts. Directors need written approval from the Board before serving on the boards of other public companies. NoIncluding the WSFS Board, no director may serve on the boards of more than three (3) public companies includingor no more than two public companies for a Board member who is also the WSFS’ Board, andCEO.   Any such service shall be subject to any required regulatory approval or waivers.  A Board member who is also the CEO may not serve on more than two public company boards.

Board of Directors Leadership Structure

The leadership of our Board of Directors is comprised of: (i) our Chairman, President and Chief Executive OfficerChairman, (ii) our Lead Independent Director, and (iii) Committee Chairs. The Board determines whether the Chairman and Chief Executive Officer roles will be held by the same person based on 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 the Board. The Board also recognizes the need for strong independent perspectives. Therefore, when the Chairman and CEO roles are combined, the Board requires that the appointment of the Lead Independent Director be approved by a majority vote from all independent directors. The Board reviews its leadership structure annually.

Effective August 2017,December 31, 2018, Mark A. Turner resigned as President and Chief Executive Officer.   Effective January 1, 2019, in recognition of Mr. Turner’s extensive expertise and contributions to WSFS and to the communities WSFS serves, the Board established the position of Executive Chairman of the Board of Directors and elected current President and Chief Executive Officer, Mark A.Mr. Turner as Executive Chairman, of the Board.  Mr. Turner replaced Marvin N. Schoenhals, who had servedin addition to his ongoing role as Chairman for 25 years.  Mr. Schoenhals continues to serve as a member of the Board of Directors.  Mr. Turner’s election aligns with the Board’s renewal process that began in 2011 and recognizes his strategic vision and leadership of the Company through a period of strong performance and highly disciplined growth.  In addition,Also, effective January 1, 2019, Eleuthère I. du Pont was reappointed to his role as Lead Independent Director, and Rodger Levenson was promoted to President and Chief Executive Officer and concurrently was elected to join the Board of Directors.    The transition of our President and CEO from Mr. Turner to Mr. Levenson  was the result of a thoughtful, disciplined and well-executed succession plan executed over the past five years.   During this time, the Board and Mr. Turner actively developed Mr. Levenson to assume CEO responsibilities, including providing opportunities to serve as Chief Commercial Banking Officer, Chief Corporate Development Officer, interim Chief Financial Officer, and most recently, Chief Operating Officer.  As Chief Operating Officer, (COO), which includes oversight of the Executive Leadership Team and oversight responsibilities for our Commercial, Retail, Wealth, and Cash Connect business lines, and support service areas including Operations/Information Technology, Risk, Human Capital, and Finance.  The appointment of Mr. Levenson as COO will allow Mr. Turner to focus on strategy, business/corporate development, innovation, key partnerships, community activities, economic development, and the Associate and Customer experience.  We believe thisoversaw our executive leadership structure is appropriate for us because it draws upon significant experience and institutional knowledge regarding our business, while ensuring the Board maintains independent oversight and makes informed decisions on operational matters.team.

Mark A. Turner was elected Executive Chairman effective August 2017,January 1, 2019 and has been our Chairman since August 2017.  Mr. Turner served as our President and Chief Executive Officer since 2007.from 2007 to 2018.  He was elected to the newly established position of Executive Chairman because of his substantial institutionalunique experience and knowledge of WSFS and local markets, leadership qualities, business acumen and standing in the community.  The responsibilities of the Executive Chairman include:  representing WSFS, along with members of management, in interactions with Associates, Customers, prospects, regulators, government officials, and industry leaders and groups; continuing to promote and enhance WSFS’ culture and reputation; participating in business development activities; helping to prospect, assess, and implement acquisitions, joint ventures, and other opportunities to advance WSFS’ strategic objectives; providing advice, counsel and support as needed to assure a smooth transition to the new President and CEO; and undertaking such additional duties as may be assigned by the Board of Directors.

TheAdditional responsibilities of the Chairman include:

·                  Provide advice and counsel to Executive Management;executive management;

·                  Keep abreast of the activities of the Company and its management and assist with business development;

·                  Participate in other Committees of the Board in an advisory manner as determined by the Board;

·                  Recommend the appointment of Committee Chairs and Committee members of the Board after consultation with Directors, management and the Governance Committee;

·                  Ensure rotation on Committee assignments, especially Chairs;

·                  Determine the date, time and location as well as develop the agenda of the Annual Meeting of Stockholders

·                  Chair meetings of Stockholders;

·                  Community relations/representation; and

·                  Take an active role communicating with stockholders on board level matters.

Rodger Levenson was appointed President and CEO effective January 2019.  He is uniquely qualified to serve as President and CEO due to his extensive banking experience in the Greater Delaware Valley and his twelve years as a member of WSFS’ executive  leadership team, most recently serving as Chief Operating Officer.

The responsibilities of the President and CEO include:

·                  Having general power over the strategic planning, management and oversight of the administration and operation of the Company’s business, and general supervisory power and authority over its policies and affairs;

·                  Ensuring all orders and resolutions of the Board of Directors and any committee are carried into effect; and

·                  With the Lead Director, helping to set Board of Directors agendas and providing input for committee meeting agendas.

Eleuthère I. du Pont has been our Lead Director since August 2016.  He is an independent director and has been designated by our Board of Directors to lead the Board of Directors in fulfilling its duties effectively, efficiently and independently of management.

The responsibilities of the Lead Director include:

·                  Preside at meetings of the Board at which the Chairman is not present, including executive sessions;

·                  Serve as a liaison between the Chairman and the independent directors;

·                  Ensure that independent directors have adequate opportunities to meet to discuss issues without management present and provide feedback to management;

·                  Exercise authority to call meetings of the independent directors;

·                  Provide input to the CEO and Chair on preparation of agendas for Board and Committee meetings;

·                  Approve meeting agendas and preview information to be provided to the Board

·                  Ensure delegated committee functions are carried out and reported to the Board, including CEO performance assessment, CEO and Board succession planning, and strategic planning;

·                  Regularly assess the effectiveness of the Board and its Committees, including oversight of the annual Board self-evaluation process

·                  Review Board minutes for accuracy; and

·                  Be available, as requested, for consultation and/or direct communication with major stockholders.

Our Executive Chairman and Lead Director are jointly responsible for certain important Board functions as follows:

·                  Act as a liaison between management and the Board;

·                  Ensure the Board works as a cohesive team and help to resolve any conflicts;

·                  Ensure the Board has adequate resources, especially by way of full, timely and relevant information to support its decision-making;

·                  Ensure Board members receive continuing education both from within the Company and from outside sources;

·                  Ensure new Directors receive adequate orientation about their roles and responsibilities, the Company’s organization, business and the industry;

·                  Meet with Board members to determine their continued commitment to the Board and interest in continuing to serve on the Board;

·                  Ensure a process is in place to monitor legislation and best practices which relate to the responsibilities of the Board;

·                  Encourage Board members to refer new business opportunities to the Company;

·                  Recommend to the Board and Board Committees the retention of advisers and consultants who report directly to the Board; and

·                  Ensure that Committee members have appropriate input to the proxy statement relating to their CommitteesCommittees.

Our Committee Chairs, as governed by their individual Committee charters, are responsible for the development, management, effective performance of their individual Committees, and to provide leadership to the Board of Directors regarding all aspects related to their Committee’s work.

Each Director has certain responsibilities, which include:

·                  Have basic knowledge of the banking industry, financial regulatory system, and laws and regulations that govern the Company’s operation;

·                  Have a background, knowledge, and experience in business or another discipline to facilitate Company oversight;

·                  Be willing and able to exercise independent judgment and provide credible challenge to management’s decisions and recommendations;

·                  Accept fiduciary duties and obligations, including a firm commitment to put the Company’s interests ahead of personal interests and to avoid conflicts of interest;

·                  Have a firm commitment to regularly attend and be prepared for board and committee meetings;

·                  Have knowledge of the communities that the Company serves; and

·                  Assist, as appropriate, with the development of new business.

Board Size

As a result of the merger with Beneficial and upon expiration of Mr. Morgan’s term at the Annual Meeting, the WSFS Board will increase to 13 members.  After a thorough review of the correlation between the size of a board of directors and its effectiveness, the Board of Directors concluded that relatively smaller boards (while still of ample size and diversity) are generally more effective than relatively larger boards. The Board also believes that a relatively smaller board of directors sets the organizational tone for a lower internal cost structure in an industry that is currentlycontinuously challenged by modest economic growth, growing cost burdens and significant pricing competition.  The Board has determined that the appropriate target range for WSFS is 9 to 12 directorscompetition, and believes that this range represents an appropriate and effective size for the Company because it fits with one of our key strategic advantages, namely, faster, and more entrepreneurial decision-making. Upon expiration of Mr. Delson’s term atTherefore, it is the Annual Meeting, the BoardBoard’s intention to reduce its size will be reduced to 10 or 11  members which we believe is optimal.

Diversity

The Board of Directors takes a broad and thoughtful view of diversity.  The Board strives to achieve diversity among its members that mirrors our current marketplace and our desired markets. As we have become a larger organization with broader reach, this naturally includes better reflecting US society as a whole.   Overover the last generation, we have intentionally made strides to include on our Board a representation of different genders, generations, geographies, races, faiths, socio-economic backgrounds, career experiences, individual talents, and our own Board tenures.  This intentional reflection of our constituencies and refreshment of our Board is necessarily an ongoing process of a growing and changing organization. Our Corporate Governance and Nominating Committee implements this philosophy as part of its nomination process and assesses its implementation during both the nomination process and as part of the Corporate Governance and Nominating Committee’s self-assessment process.next three years.

Term Limits

The Board 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 the Board. Each Board member understands that the rest of the Board will actively consider his or her reappointment at the end of his or her current term. Through this performance based process, the Board will ensure it retains active, independent, and knowledgeable directors who retain a collegial perspective. In addition, directors will be assessed annually to ensure they still meet the qualifications.qualifications for Board membership.

Board Refreshment Philosophy

WSFS has no mandatory age or tenure limits for Board members. Instead, each year we actively evaluate the efficacy of the entire Board and individual members. The goal is the continual refreshment of the Board and a rough balancing of shorter-tenured members (approximately less than 6 years, or two, 3-year terms), longer-tenured members (approximately more than 12 years), and medium-tenured members (in between approximate 6 and 12 years). In all cases, individual Directors are evaluated on their fit to strategy and culture, preparation, professionalism, and the likely ability to complement the rest of the Directorate and make meaningful contributions to the Board for the next cycle. As a result, Directors of any tenure may volunteer or can be asked to retire, not stand for re-election, or even relinquish their seats early to serve the greater needs of the Board and the Company.

Diversity

The Board of Directors takes a broad and thoughtful view of diversity. The Board believes that it must understand the diversity of the Bank’s Associates, customers and the communities served. Gender and ethnic diversity is important, and the Board also recognizes the value of diversity in background, education, culture and experience, among other traits. The Board strives to achieve diversity among its members that mirrors our current marketplace and our desired markets. Where representation of all diversity is not practical within the Board, the Board believes it must ensure that it adequately represents and taps into the opinions of all constituencies served. As we have become a larger organization with broader reach, this naturally includes better reflecting U.S. society as a whole. Over the last generation, we have intentionally made strides to include on our Board a representation of different genders, generations, geographies, races, faiths, socio-economic backgrounds, career experiences, individual talents, and our own Board tenures. This intentional reflection of our constituencies and refreshment of our Board is necessarily an ongoing process of a growing and changing organization. Our Corporate Governance and Nominating Committee implements this philosophy as part of its nomination process and assesses its implementation during both the nomination process and as part of the Corporate Governance and Nominating Committee’s self-assessment process. As implied, our new members recently added, combined with the planned reduction in some longer-tenured members over the next 3 years, will provide a natural path for an increase in our Board diversity, and we intend on taking advantage of this path.

Board Skills, Knowledge, and Experience

The Board began a multi-year renewal process in 2011, and we are currently evaluating proposals to engageengaged a third party firm sometime in 2018 to assist in identifying future Board candidates and to help build a more diverse Board with the appropriate expertise and talents that will continue to contribute to the success of WSFS. Below is aThe following matrix summarizingsummarizes the tenure and select key skills, knowledge, and experience of the Board’s existing members. We believe these are the appropriate areas to measure because they align with our business model and our strategic plan. We combine a strong local presence in our core geographic markets with national capabilities and global reach. Our growth strategy includes both organic and acquisition growth, and improving our overall customer experience through innovation and leveraging new technologies.

Onboarding and Continuing Education

Upon election onto the Board, all new directors are required to participate in a comprehensive orientation program aimed at familiarizing new directors with WSFS’ industry, strategic plans, significant risk management issues, director compliance issues and financial standing. New directors will be assigned a board mentor to assist them with acclimating to WSFS.  Further, each director is strongly encouraged to participate in continuing education throughout their tenure as a director. Executive management may prepare educational programs for directors on relevant WSFS matters during Board meetings and other briefings. Additional educational programs for committee members are undertaken as necessary.

Board of Directors Role in Risk Oversight

The Board of Directors is responsible for the oversight of the management of our risk exposures to help ensure that the Company is operating within the Board approved risk appetites. The Board of Directors is actively involved in the Strategic Planning process and oversight of our Enterprise Risk Management (“ERM”) function. Comprehensive discussions regarding our appetite for risk and our risk exposures are held with the Board of Directors and Executive Management.  As a result of this involvement, the 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.  The Board of Directors oversees and reviews management’s implementation of systems to manage these risks.  The risk management system is designed to inform the Board of Directors of material risks and create an appropriate enterprise-wide culture of risk awareness. The 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, and these reports enable the Board of Directors to understand the risk identification, risk management and risk mitigation strategies employed by Management and the ERM function.

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;practices and update the RAS three times per year;

·                  Establish Board-approved risk appetite statements and key risk indicators by major risk area;

·                  Monitor risk metrics (Key Risk Indicators or KRI’s) and report to Executive Management and the Board of Directors three times per year;

·                  Update the RAS three times per year;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.

Each committee of the Board of Directors has a role in risk oversight as described in greater detail below in the description of each committee’s role and responsibilities.

The Audit Committee is responsible for, among other things, the following:

·                  Review, with management, the quarterly and annual financial statements including major issues regarding accounting and auditing principles and practices;

·                  Review analyses prepared by management and the independent auditor of significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

·                  Periodically review, with management, our major financial risk exposures and the steps management has taken to monitor and control such exposures;

·                  Monitor the independence of the public accounting firm;

·                  Ensure Audit Committee members have unrestricted access to the independent accountants (without management present) to review and discuss financial or other matters;

·                  Review and approve the audit plan of the independent accountants and our internal audit department;

·                  Evaluate the effectiveness of both the internal and external audit effort through regular meetings with each respective group;

·                  Determine that no management restrictions are being placed upon either the internal or external auditors;

·                  Review the adequacy of internal controls and management’s handling of identified Sarbanes-Oxley material weaknesses and other control deficiencies in the internal controls over financial reporting, and compliance with laws and regulations;

·                  Review reports issued by outside consultants regarding internal control;

·                  Review quarterly reports issued by our internal Loan Review Department including reports issued by outside consultants regarding quality control reviews of the internal Loan Review Department;

·                  Review periodic written reports regarding regulatory compliance and in-house counsel activities;Review all regulatory reports, including examination reports and SEC comment letters and monitor management’s response;

·                  Review and approve the Information Data Security Policy and the Allowance for Loan and Lease Policy, annually;

·                  Establish procedures for the receipt, retention and treatment of complaints regarding accounting, internal control or auditing matters, including procedures for the confidential, anonymous submission by Associates of concerns regarding questionable accounting, internal control or auditing matters;

·                  Ensure that members of the Audit Committee have the expertise required by regulation; and

·                  Ensure that the Audit Committee has the authority to engage independent counsel and other advisors, as it determines necessary to carry out its duties;duties.

·                  Review all regulatory reports, including examination reports and SEC comment letters and monitor management’s response; and

·                  Review and approve the Information Data Security Policy and the Allowance for Loan and Lease Policy, annually.

The Chair of the Audit Committee provides reports to the Board of Directors on these items, as needed.  In addition, senior managers from each of our risk areas provide reports, as needed, to the Board of Directors.  These areas include Investments, Accounting, Auditing, Credit, Human Capital Management, Operations and Technology, Trust and Wealth Management and Retail Operations.

The Personnel and Compensation Committee oversees the executive compensation programs, and reviews and approves an annual report on executive compensation and Associate incentive compensation plans prepared by our risk officers. The purpose of this review is to: (1) determine that executive officer compensation plans do not encourage those executive officers to take actions that pose an unnecessary and excessive risk that would threaten our value, and (2) determine that Associate incentive compensation plans do not unnecessarily expose us to risks or encourage the manipulation of reported earnings to enhance the compensation of Associates. The Personnel and Compensation Committee is also responsible for overseeing management’s implementation of compensation programs that comply with applicable regulatory guidance and requirements. During 2017,2019, the Personnel and Compensation Committee reviewed these reports prepared by our risk officers and determined that our compensation plans and practices do not create risks that are reasonably likely to have a material adverse effect on us.

Committees of the Board of Directors

The Board has established three core committees: the Corporate Governance and Nominating Committee, the Audit Committee, and the Personnel & Compensation Committee.  In addition, WSFS has established an Executive Committee, a Corporate Development Committee and, as to WSFS Bank only, a Trust Committee and a Trust Audit Committee. Further, in November 2018, due to the announcement of the Beneficial  merger and our concurrent delivery transformation strategy, WSFS established the Integration and Delivery Transformation Committee, a sub-committee of the Corporate Development Committee. The Audit Committee, Personnel & Compensation Committee and the Corporate Governance and Nominating Committee must be comprised solely of independent directors. All committees of the Board should have a majority of independent directors.  The Board has the authority to establish or eliminate existing committees, and the committee structure shall be reviewed annually by the Corporate Governance and Nominating Committee. Each committee of the Board shall have the authority and responsibilities set forth in WSFS’ Bylaws, the Board resolutions, and any applicable charter. Each committee has a written charter that sets forth the purposes and responsibilities of the committee as well as qualifications for committee membership. All committees must be comprised of at least three directors, and directors may serve on more than one committee. All committees must give regular reports to the Board with details of their activities.

The Corporate Governance and Nominating Committee makes recommendations to the Board for appointments to the Board committees. The Board makes a final appointment after a majority decision is reached. The Board will also designatedesignates the Chair and alternate standing committee members. Generally, independent directors should serve on a balanced number of committees. All directors should rotate and serve on all committees (except that non-independent directors may not sit on the Corporate Governance and Nominating Committee, the Audit Committee, and the Personnel & Compensation Committee), including at least one to two years on Executive Committee. However, the Corporate Governance and Nominating Committee may rotate standing committee members periodically to expand upon a director’s experience and interests or to further a committee’s continuity and needs.  Committee members should serve no more than seven consecutive years on a particular committee.

Each Board Committee will electelects its Chair, in a process overseen by the Corporate Governance and Nominating Committee.  Committee Chairs are responsible for leading committee meetings and reporting all relevant activities to the Board. Committee Chairs will determine the frequency and length of the committee meetings consistent with any requirements set forth in the committee’s charter and shall develop the agenda for each committee meeting. Committee Chairs should serve for no more than six years. Each Committee, in concert with the Chair and Lead Independent Director, should plan for Chair rotation and replacement several years in advance in order to groom successors.  Committee Chairs should be included in deliberations regarding proposed new and concluding committee members and in planning for future Chairs.

The Board has established three core committees: the CGNC, the Audit Committee, and the P&C Committee.  In addition, WSFS has also established an Executive Committee, a Corporate Development Committee and, as to WSFS Bank only, a Trust Committee and a Trust Audit Committee. The Audit Committee, the P&C Committee and the CGNC must be comprised solely of independent directors. All committees of the Board should have a majority of independent directors.  The Board has the authority to establish or eliminate existing committees, and the committee structure shall be reviewed annually by the CNGC. Each committee of the Board shall have the authority and responsibilities set forth in WSFS’ Bylaws, the Board resolutions, and any applicable charter. Each committee has a written charter that sets forth the purposes and responsibilities of the committee as well as qualifications for committee membership. All committees must be comprised of at least three directors, and directors may serve on more than one committee. All committees must give regular reports to the Board with details of their activities.

The following chart shows the current committee membership and the number of meetings each committee held in 2017.2018.  Ms. Buchholz, Mr. Cuddy, and Mr. Donahue joined the Board effective March 1, 2019, and will be assigned committee membership prior to the 2019 Annual Meeting of Stockholders scheduled for April 25, 2019.

C= Chair

(1)  The Trust Committee and Trust Audit Committee are committees of the Bank Board.

(2)  Mr. Morgan will retire from the Board effective April 2019.

(3) During 2018, Mr. Schoenhals, Mr. Mark A. Turner and Mr. Ward routinely attend the CGNC,attended  Corporate Governance and Nominating, Audit, Trust Audit, and Personnel and Compensation Committee meetings at the discretion and invitation of the Committee Chairs for the purpose of providing their institutional knowledge and insight. They dodid not attend executive sessions or discussions that are personally sensitive to themselves, and do not have voting rights.

(3) Mr. Morgan also serves as a memberLevenson joined the Board of the Bank’s Southern Delaware Advisory Board.Directors effective January 1, 2019.

Executive Committee

The Executive Committee meets as frequently as is necessary and exercises the powers of the Board of Directors between its meetings.  Its primary activities have been to review loan applications needing the approval of the Board of Directors, to review summary credit quality reports, and to review and approve for submission to the Board of Directors for its approval the majority of all policies.

Another important role of the Executive Committee is to review and approve any transactions with insiders.  Under our written policy, the Executive Committee reviews and approves all insider loans or lending relationships.  Any loan granted to an insider in excess of $500,000 requires pre-approval by the Board of Directors, with the interested party (if a director) abstaining from participating directly or indirectly in the voting.  All loans granted to insiders, regardless of the amount, are reported to the Board of Directors.

Corporate Governance and Nominating Committee

Each member of the Corporate Governance and Nominating Committee is “independent” as defined in the listing standards of the Nasdaq Stock Market.  A copy of the Corporate Governance and Nominating Committee Charter as well as our other corporate governance documents can be found on the investor relations page of our website www.wsfsbank.com (select “Investor Relations” on the menu found under “About WSFS” and click on “Corporate Governance”).

The Corporate Governance and Nominating Committee’s role and responsibilities include the following:

·                  Review and assess at least annually the adequacy of the Company’s corporate governance, review and consider “best governance practices,”practices” to incorporate into its “Board Principles and Guidelines,” and recommend any proposed changes to the Board;

·                  Seek, identify and interview individuals qualified to become board members for recommendation to the Board;

·                  Recommend competencies, skills and experiences desired for new directors and define the job description and expectations for directors, subject to Board approval;

·                  Evaluate candidates for nomination to the Board, including any nominees duly proposed by the Company’s stockholders and qualified to stand for nomination.  Such evaluation includes personal interviews and a thorough review of a candidate’s background, experience and credentials;

·                  Recommend approved director candidates to the Board;

·                  Assist the Board in developing succession plans for the CEO and evaluate potential successors;

·                  Recommend Committee-approved CEO candidates to the Board;

·                  Retain and terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm’s fees and other retention terms. The Committee also has authority to obtain advice and assistance from internal or external legal, accounting or other advisors;

·                  Oversee the proper training and orientation of new directors and continuing education of all directors as appropriate;

·                  Oversee the election of committee chairs;

·                  In conjunction with Committee Chairs, recommend to the Board, director assignments, including committee rotations, to Board committees;

·                  Review any proposed changes to Board, Chairman, and Lead Director compensation; and, upon Committee approval, propose any potential changes to the Board of Directors for its review and approval;

·                  Biennially assess and review any recommended changes to Board, Chairman, and Lead Director compensation; and, upon Committee approval, propose any potential changes in the form or amount to the Board of Directors for its review and approval;

·                  Annually review and recommend any changes to Board stock ownership and retention guidelines;

·                  Annually review compliance of stock ownership guidelines by Executives and DirectorsDirectors;

·                  Annually review its own performance and annually propose a methodology for assessing the performance of other committees and the entire Board. Such assessments shall be discussed with the full Board annually;

·                  Make regular reports to the Board; and

·                  Review and reassess the adequacy of the Committee Charter and recommend any proposed changes to the Board for approval.

Audit Committee

Each member of the Audit Committee is “independent” as defined in the listing standards of the Nasdaq Stock Market 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 a financial expert for the Audit Committee.  For bank regulatory purposes, Calvert A. Morgan is also considered a banking and financial expert.  A copy of the Audit Committee Charter can be found on the investor relations page of our website www.wsfsbank.com (select “Investor Relations” on the menu found under “About Us” and click on “Download Library” and under “Category” click on “Corporate Governance”).

The Audit Committee’s role and responsibilities include the following:

·                  Oversee the audit program and reviews our consolidated financial statements, including major issues regarding accounting and auditing principles and practices as well as the adequacy of internal controls that could significantly affect our financial statements;

·                  Review examination reports from federal regulatory agencies as well as reports from internal auditors and from the independent registered public accounting firm;

·                  Meet quarterly with the head of the Internal Loan Review Department to review assessments of loan risk ratings and credit administration, as well as the head of the Internal Audit Department, the head of the Compliance Department, and representatives of the independent registered public accounting firm, with and without representatives of management present, to review accounting and auditing matters, and to review financial statements prior to their public release;

·                  Provide oversight to our regulatory compliance activities and our compliance officer who reports directly to the executive in charge of risk;

·                  Review reports of significant litigation matters;

·                  Review the annual risk assessment and other reports (such as Suspicious Activity Reports, Associate Hotline Reports) issued regarding our risk management activities;

·                  Meet annually to review our internal control risk analysis and associated internal audit plan;

·                  Review the process for the selection of the Company’s lead external audit partner pursuant to the rotation policy (five years) that involves a meeting between the Chair of the Audit Committee and the candidate for the role, as well as discussion with the full Audit Committee and with members of management; and

·                  Approve the selection of the independent registered public accounting firm and recommend their appointment to the full Board of Directors.

The members of our Audit Committee also serve as members of the Bank’s Trust Audit Committee, which provides oversight of the financial accounting and internal control aspects of our Trust and Wealth management initiatives. The Trust Audit Committee met four times during 2017.2018.

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 20172018 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 20172018 were approved by the Audit Committee prior to the service being rendered as described in the operating procedures above.  The Audit Committee has determined that the non-audit services performed during 20172018 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 years ended December 31, 2018 and 2017 were $1,114,047 and 2016 were $1,020,825 and $1,487,000 respectively.

Audit Related Fees.  The aggregate fees earned by KPMG LLP for audits of the subsidiaries’ financial statements, due diligence activities on proposed transactions, and research and consultation on financial accounting and reporting matters for the years ended December 31, 2018 and 2017 were $30,462 and 2016 were $30,413, and $33,000, respectively.

Tax Fees.  The aggregate fees earned by KPMG LLP for professional services rendered for tax compliance, tax advice and tax planning for the years ended December 31, 2018 and 2017 were $84,550 and 2016 were $88,127, and $76,946, respectively.

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, 20172018 and 2016.2017.

Audit Committee Report

The Audit Committee has prepared the following report for inclusion in this proxy statement:

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, 2017;2018;

·                  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

·                  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 the 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, 2017.2018.

The Audit Committee comprised of Anat Bird, Francis B. Brake, Jr., Christopher T. Gheysens, David G. Turner, Eleuthère I. du Pont, Francis B. Brake, Jr., and Calvert A. Morgan, Jr., has provided this report.

Personnel and Compensation Committee

Our Board of Directors has determined that the members of our Personnel and Compensation Committee are “independent” as defined by the listing standards of the Nasdaq Stock Market.  In addition, the members of the Personnel and Compensation Committee each qualify as independent under Rule 10C-1 under the Exchange Act.

A copy of the Personnel and Compensation Committee Charter can be found on the investor relations page of our website www.wsfsbank.com (select “Investor Relations” on the menu found under “About WSFS” and click on “Corporate Governance”).

Under its charter, the Personnel and Compensation Committee’s role and responsibilities include the following:

·                  Approve performance evaluations, salary adjustments, bonuses, stock awards, perquisites for any officer other than the CEOExecutive Chairman and President;CEO;

·                  Make recommendations to the Board with respect to non-CEO executive officer compensation, incentive compensation and equity plans that are subject to Board approval;

·                  Review and approve corporate goals and objectives relevant to the Executive Chairman and CEO compensation;

·                  Periodically review and approve the companies included in the compensation comparator (peer) group based on criteria the Committee deems appropriate;

·                  Review and make recommendations to the Board for any changes to the CEO’s compensation based upon the goals and objectives set for the CEO. In evaluating and determining CEO compensation, the Committee will consider the results of the most recent stockholder advisory vote on executive compensation (“Say on Pay Vote”) required by Section 14A of the Exchange Act. The Executive Chairman and CEO and President mayare not be present during voting or deliberations by the Committee on his or hertheir compensation;

·                  Approve any material changes to annual and long-term incentive plans for the executive management team.  This may include overall plan design, performance criteria, formula computation and calculation of award amounts, such as cash or equity payouts.  In reviewing and making recommendations regarding or approving incentive compensation plans for this group of executives, the Committee will consider the Company’s overall strategy and results of the most recent Say on Pay Vote;

·                  Review and approve incentive plan design features and performance criteria each year to ensure that the plans align with the Company strategy and protect the Company against risk.  The Committee will consider the appropriateness of clawback provisions for every executive cash award or equivalent grant;

·                  Assess annually the rigor of the performance targets and ranges included in the Company’s incentive programs from executive officers;

·                  Oversee the Company’s (i) submissions to stockholders on executive compensation matters, including advisory votes on executive compensation and the frequency of such votes, (ii) review the results of such advisory votes and consider implications, and (iii) engagement with proxy advisory firms and other shareholder groups on executive compensation matters;

·                  Review and discuss with Management, the Company’s Compensation and Discussion and Analysis (CD&A) section and the related executive compensation information to be included in the Company’s annual proxy statement or annual report on Form 10-K.   Determine whether or not to recommend that the CD&A be included in the Company’s annual report on Form 10-K and proxy statement, and produce the compensation committee report on executive officer compensation which is required to be included in the Company’s annual proxy statement in compliance with rules and regulations promulgated by the SEC;

·                  Approve the adoption, administration and expense of certain Associate benefit plans and programs of the Company including 401(k) amendments and technical corrections;

·                  Retain or obtain advice of compensation consultants, independent legal counsel or other advisors (collectively, “compensation advisors”) to assist in matters regarding executive and Board-related compensation;

·                  Be responsible for the appointment, compensation and oversight of any compensation advisor retained by the Committee.  Reasonable compensation (as determined by the Committee) to its compensation advisors will be provided by the Company; and

·                  Review the Company’s diversity programs and initiatives and make recommendations.

The Personnel and Compensation Committee approves and recommends to the Board of Directors for final approval:

·                  Any compensation action for the CEOExecutive Chairman and PresidentCEO (salary increases, bonuses, stock grants, perquisites, etc.).  In evaluating and determining CEO compensation, the Committee will consider the results of the most recent stockholder advisory vote on executive compensation (“Say on Pay Vote”) required by Section 14A of the Exchange Act;

·                  Policies including but not limited to Equal Employment Opportunity and Affirmative Action, Severance and Change of Control, Management Compensation Policy, Business (Luxury) Expenditures Policy, and the Personnel and Compensation Committee Charter; and

·                  CD&A, compensation risk assessment and Compensation Committee report portions of the proxy.

Compensation Committee Internal Interlocks and Insider Participation

No member of our Personnel and Compensation Committee is, or formerly was, an officer or Associate of ours.  During 2017,2018, none of our executive officers served on the Personnel and Compensation Committee (or equivalent), or the Board of Directors, of another entity whose executive officer or officers served on our Personnel and Compensation Committee or Board of Directors.

Trust Committee

The Trust Committee is a Bank board committee that is comprised of members of the Board of Directors of the Bank.  It provides oversight of our trust and investment activities provided by Christiana Trust, the trust division of the Bank.  A copy of the Trust Committee Charter can be found on the investor relations page of our website www.wsfsbank.com (select “Investor Relations” on the menu found under “About WSFS” and click on “Corporate Governance”).

The primary goal of the Trust Committee is to assist the Board of Directors in fulfilling its fiduciary responsibilities regarding trust activities.  The Trust Committee does the following:

·                  Oversees Christiana Trust in providing trust administration and investment management services;

·                  Adopts appropriate policies and procedures to be observed in offering such services;

·                  Enforces sound risk management practices calculated to minimize risk of loss to WSFS Bank and its customers; and

·                  Reports to the Board of Directors on the activities of Christiana Trust in the conduct of its business.

In addition, the Trust Committee’s roles and responsibilities include the following:

·                  Adopt and review administrative policies and procedures to be observed in the administration of trust and investment management accounts;

·                  Appoint sub-committees to oversee specific regulatory functions of Christiana Trust, such sub-committees to include Investment Management Committee, Trust Management Committee and Monarch Entity Service Committee;

·                  Oversee the acceptance of new business; the investment standards applicable to each account; discretionary distributions of trust funds; termination of accounts; Associate qualifications and training; compliance with all WSFS and regulatory mandates; and adoption and application of fee schedules;

·                  Report to the Board all instances in which litigation is either initiated or threatened;

·                  Make regular reports to the Board; and

·                  Review and reassess the adequacy of the Committee’s Charter annually and recommend any proposed changes to the Board for Approval. The Committee annually reviews its own performance.

Corporate Development Committee

The Corporate Development Committee assists the Board of Directors and management in reviewing and assessing potential acquisitions, strategic investments, joint ventures and divestitures.  It meets as frequently as necessary, but at least four times annually.  A copy of the Corporate Development Committee Charter can be found on the investor relations page of our website www.wsfsbank.com (select “Investor Relations” on the menu found under “About WSFS” and click on “Corporate Governance”).

As part of its ongoing activities, the Corporate Development Committee responsibilities and duties include the following:

·                  Review and provide guidance to management and the Board with respect to the Company’s transaction strategies;

·                  Provide advice to management in connection with the identification and evaluation of transactions, and the engagement of counsel and advisors;

·                  Authorize management to execute binding and non-binding offers, proposals, letters of intent, definitive agreements and similar offers and documents with respect to proposed transactions.  Any such authorization shall be promptly reported to the entire Board of Directors of the Company at no later than the next full Board meeting;

·                  Provide advice regarding management’s due diligence and integration efforts with respect to proposed transactions and review summary due diligence results;

·                  Cause appropriate periodic evaluations of recent transactions completed by the Company to be conducted, if and as deemed necessary;

·                  Provide a report of its meetings and activities to the Board on a regular basis, and report regularly to the Board on such issues as the Committee may determine are appropriate; and

·                  Review, and change as deemed necessary, its charter, from time-to-time, but no less often than once a year.

Integration and Delivery Transformation Sub-Committee

In November 2018, due to the Beneficial merger and our concurrent delivery transformation strategy, WSFS established the Integration and Delivery Transformation Sub-Committee, a sub-committee of the Corporate Development Committee.  The sub-committee includes members of the Board and meets at least monthly.  The sub-committee’s core responsibilities include

·                  Review and provide guidance to management and the Board with respect to the Company’s integration and conversion of Beneficial Bank and Delivery Transformation strategy;

·                  Monitor all key dates, milestones, and metrics for the integration, and all approved metrics for success for the Delivery Transformation;

·                  Provide advice to management in connection with the identification and evaluation of major delivery channel investments, and the engagement of implementation partners and advisors;

·                  Cause appropriate periodic evaluations of recent investments completed by the Company to be conducted, if and as deemed necessary;

·                  Provide a report of its meetings and activities to the Board on a regular basis, and report regularly to the Board on such issues as the Committee may determine are appropriate; and

·                  Review, and change as deemed necessary, this Charter from time-to-time, but no less than once a year.

Attendance at Board of DirectorDirectors and Committee Meetings, Annual Meeting

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.

DuringIn addition to the annual meeting, during the year ended December 31, 2017,2018, the Board of Directors held eight meetings.meetings and also participated in a three-day strategic planning session in May 2018.  All of the directors attended more than 75% of the total of: (a) meetings of the Board of Directors and (b) meetings of the committees on which they served during the year.

Other Corporate Governance Matters

Stock OwnershipCorporate Responsibility and Retention GuidelinesSustainability

Our Bylaws require eachInextricably Intertwined Free Market and Social Purpose: Serving our Communities

“When our communities do better, we do better; and when we do better, our communities do better.”

This virtuous cycle of interdependence is at the heart of all we do at WSFS, and it has driven our success for 187 years. We support organizations, events, initiatives, and activities that enhance the quality of life in our communities.  This commitment to corporate responsibility is not only integral to our vision, strategy, and values, it also acts as a foundation for our mission, “We Stand for Service.”

As a purpose-driven organization, we serve our communities in many ways: through our business model, our community reinvestment, philanthropy, foundations and volunteer programs, and by being a great place to work.

Business Model

Our approach to business combines a service-oriented culture with a strong complement of products and services designed to meet the needs of our directorsvaried communities. Our merger with Beneficial Bank culminated on March 1, 2019, creating the largest, premier, locally headquartered community bank in the Greater Delaware Valley. Beneficial Bank and WSFS are very similar organizations who chose to bebecome one, and our many communities are strengthened by this combination.

As a stockholderlocally headquartered bank, we are the economic engine for individuals, families, businesses, institutions, governments, community and owncivic organizations. Every year, we provide billions of dollars of credit to our communities, more than that in the capacity for them to safely save for their futures, many ways to improve their wealth and to move their money securely, as well as an array of other services which also improve their financial wellbeing and lives.  To further strengthen our effectiveness in helping these constituents, in 2018 we established the executive position of Chief Associate and Customer Experience Officer, reporting directly to the CEO. In addition, a minimumdedicated senior leader serving as our Community Strategies Director plays a significant role in our engagement model and reports directly to the Chief Associate and Customer Experience Officer. This sustained focus on stellar experiences (physical and digital) has fueled our growth and fortified our role as a leader in our communities.

We are also careful stewards of the environment. Our business model produces a naturally low carbon footprint, as well as low effluent and emissions levels, and we seek green alternatives in the resource choices we make. For example, our recent merger gave us the opportunity to consolidate or sell 25% of our physical branches (including donating one to a local community for civic use), and reinvest a significant amount of that savings into digital delivery for our common stockCustomers and Associates. We are doing so while retaining all branch Associates, improving our service levels, and further reducing our carbon footprint and natural resource use.

Community Reinvestment

As a true community bank, WSFS willingly embraces the Community Reinvestment Act (CRA), which helps us in meeting the financial needs of low- to moderate-income communities and individuals within our assessment area. The Bank’s assessment areas include the entire state of Delaware as determined from timewell as Montgomery, Chester, and Delaware Counties in Pennsylvania. And with our merger with Beneficial on March 1, 2019, we expanded our assessment areas to timealso include Bucks and Philadelphia Counties in Pennsylvania, and Camden and Burlington Counties in New Jersey.

We are committed to undertaking and serving the many needs of our communities in a guideline approvedsafe and sound manner, including low- to moderate-income individuals and communities. We serve by listening, advising, and providing solutions through consumer, mortgage, small business, business, and community development lending. Our goal is to increase responsible home ownership, revitalize distressed communities, grow businesses, and create jobs.

In addition, our investments and grants support nonprofit services, and we facilitate affordable rental housing through Low Income Housing Tax Credits. Access to branches, alternate delivery channels, and to affordable deposit and loan products are other vital ways in which we support the needs of our neighbors. Moreover, as discussed below, WSFS Associates are active and share their time and expertise through volunteer activities, providing financial education, serving on nonprofit boards, and providing their time and expertise for the benefit of our communities.

Philanthropy

At WSFS, we live our mission, “We Stand for Service,” by supporting nonprofit organizations within our footprint with both financial and personal “roll up your sleeves” work by our “Team WSFS” Associate volunteers. We embrace our corporate responsibility to improve the communities we serve through responsive giving, compassionate service, and community expertise. Those we serve respect and value us as leaders and as friends in the community.

Each year we receive hundreds of applications for assistance, and we fund dozens and dozens of them. Our annual United Way drive is widely and enthusiastically supported, and it raises hundreds of thousands of dollars a year from Associates and the Company to support nonprofits. As one example of our long-term partnerships, we have supported the local Sunday Breakfast Mission’s Annual Food Drive for over 15 years; and in 2018 we achieved a significant milestone - over one million meals served to our community neighbors as a result of our food donations, provided by our Associates and collected in our WSFS office locations. In addition, WSFS Associates have been delivering daily friendship and sustenance through the Meals on Wheels program for over 30 years; we serve more meals this way than any other employer in the state of Delaware.

Foundations

Founded in 2003 with a $1.5 million donation from the Company, the WSFS Foundation is an affiliated but unconsolidated philanthropic arm of WSFS Financial Corporation. WSFS contributed $1.5 million (pre-tax) to the WSFS Foundation in the fourth quarter of 2017.  This will help to fund the next generation of sizable grants in the communities served by WSFS. The Foundation supports four primary pillars: education; health and human services; programs for the homeless; and economic development.

·                  Education

WSFS supports educational programs for children in grades K-12 who live in underserved communities and who attend our public schools. Large grants are awarded for initiatives that are innovative, creative, sustainable and replicable, and that give students the opportunity to achieve academic excellence and develop leadership skills.

·                  Health and Human Services

WSFS makes large donations to organizations that protect the health of those who live within our communities and are least able to afford the health services they need. We also support educational programs that prevent illness and promote healthy lifestyles and offer services to people with disabilities and special needs.

·                  Programs for the Homeless

WSFS provides meaningful grants to support organizations that shelter the homeless, feed the hungry, or provide affordable housing solutions. We also make contributions to nonprofits who address the housing needs of low to moderate income individuals and families.

·                  Economic Development

WSFS partners with organizations that promote a quality standard of living and economic wellbeing of the communities we serve. With significant grants, we support events, initiatives and activities that grow the economy and jobs and enhance the quality of life in our communities.

As mentioned, our recent merger with Beneficial combines two companies with deep community roots. Beneficial has been making a difference in the communities of Philadelphia and its suburbs, including Southern New Jersey, for generations. This commitment is strengthened by the establishment of the Beneficial Foundation. The Beneficial Foundation is focused on funding community development programs that support children and families in crisis. Additionally, the Beneficial Foundation believes that the education of youth is critical for our future and special emphasis is given to educational, after-school and early-childhood development programs.  Both of these foundations are vital to us, and we have decided that both will continue to serve their communities for many years to come.

Volunteer Programs

Our social purpose is further fueled by our dedicated Associates, who give to our communities with their generous time, expertise, and efforts. Team WSFS, the WSFS corporate volunteer program, encourages Associates to volunteer with nonprofits of their choice. WSFS offers four hours a month of compensated work time for participation. Our dedicated Associates volunteered over 14,000 volunteer hours in 2018, as recorded across the Company; we acknowledge that not all volunteer hours were recorded and know that the real number likely vastly exceeds 14,000. As we further diversify our workforce and align ourselves more closely with our communities, we will deepen our roots, expand our reach and intensify our social impact. Our combination with Beneficial and its “Blue-Gooders” volunteer team is the basis for a combined Company goal of over 20,000 volunteer hours in 2019.

WSFS Associates also provide high-quality community leadership by serving on boards of directors. Over 100 Associates currently serve on nonprofit community boards, providing leadership and governance expertise to improve the effectiveness of these organizations.

We are constantly innovating our community service. In 2018, for the fourth consecutive year, we offered our Associates and their children the opportunity to participate in “Take Your Children to the Community Day.” At WSFS we decided to transform “Take Your Son or Daughter to Work Day” with this widespread community service day. It aligns with our mission and gives our current and future generations a chance to experience the joys of volunteerism and helping others. To the best of our knowledge, we are the only Company in the country who has repositioned this national day into a community service day that bonds families in service and plants the seeds to grow volunteerism for the future.

Being a Great Place to Work

Finally, our business model is built on a concept called Human Sigma, which we have implemented as part of our Strategy for almost 20 years. The Human Sigma model, identified by Gallup, Inc., begins with Associates who take full ownership of their job responsibilities and therefore are more engaged and perform at a higher level. We invest significantly in recruitment, training, development, and talent management, as our Associates are the keystone of our business model. This strategy motivates Associates, unleashes innovation and sparks an inner drive to achieve, which helps deliver stellar banking experiences to our Customers. As a result, our Customers become our advocates thanks to a profound emotional connection with the Bank. Research studies continue to show a direct link between Associate engagement, Customer advocacy and a company’s performance, including financial performance. Our successful execution of this strategy propels a virtuous cycle of investment and return and deepens the roots of our culture of engagement and involvement in the community.

With almost two decades of experience in Human Sigma, we have achieved excellent results. Surveys conducted for us by Gallup, Inc. indicate that:

·            Our Associate Engagement scores consistently rank highly in the top decile of companies polled globally. In 2018, our engagement ratio was 23.3:1, which means there were more than 23 engaged Associates for every 1 actively disengaged Associate. This compares to a 2.6:1 ratio for WSFS in 2003 and a U.S. average working population ratio of 2.1:1.

·            68% of customers surveyed ranked us a “5” out of “5,” strongly agreeing with the statement “WSFS is the perfect bank for me.”

By nurturing a culture of engaged and empowered Associates, we believe we have become the employer and bank of choice in our market. Demonstrating this, in 2018, we were named a Top Workplace in Delaware by The News Journal’s ‘Top Workplaces’ survey of our Associates for the 13th consecutive year. We were also named the ‘Top Bank’ in Delaware for the eighth year in a row by the readers of The News Journal. And in our newer markets, we were named a Top Workplace by philly.com for the fourth consecutive year and a fastest growing company in the Greater Philadelphia region ‘Soaring 76’ for the second year in a row by the Philadelphia Business Journal.

As we continue to grow, we will seek talent from an expanded geography and aspire to increase the representation of women and minorities in leadership roles throughout our Company and our Board of Directors. This guideline is designedWe seek to encourage our directors to increase and maintain their equity stake in us, and thereby tofurther lift the communities we serve as we more closely linkalign our workforce to market demographics.

Finally, but very importantly, we provide our Associates and their interestsfamilies with thosefair and sustainable living wages. Our corporate minimum wage is $15 an hour, well exceeding the federal minimum wage and minimums established in the states which we operate. Our median Associate compensation was over $72,000 in 2018, well above local and national household income averages, and included robust health benefits, retirement plan contributions, and an array of accessible wellness programs.   And for the first two years of the calculation, our other stockholders.CEO Pay Ratio averaged under 1:30, which, despite our high performance, is at the lower end of peers and all public companies.

The Board of Directors has established a guideline that each director own 5,000 shares of vested common stock.  Members ofServing our communities is intrinsic to who we are and what we stand for. In so many ways, Environmental, Social, and Governance (ESG) priorities are integrated with our overall strategy. We look forward to continuing these commitments as we build upon our successes in the Board of Directors should accumulate the minimum ownership amount within five years after assuming his or her position.  In addition, the Board of Directors established a guideline for Executive Management such that the CEO should own 60,000 shares of vested common stock and all Executive Vice Presidents own 15,000 shares of vested common stock, each to be accumulated within five years of assuming his or her executive position.  These ownership guidelines are evaluated periodically for appropriate adjustments.future.

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 gets our focused attention, nearly every day.  Planning leadership succession is of critical importance and is a shared accountability among our executive leadership team.team with oversight from our Board of Directors. Quarterly, our executive 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 the Company and to transfer their institutional knowledge.

The Corporate Governance and Nominating Committee and the entire Board of Directors annually reviews, evaluates and provides governance comments and advice for our CEO and Executive Management talent and leadership development and succession planning program.

Transactions with Our Insiders

In the ordinary course of its business, WSFS Bank makes loans to our directors, officers and Associates.  These loans are subject to limitations and restrictions under federal banking laws and regulations and are made on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable loans with persons not related to WSFS Bank.  These loans do not involve more than the normal risk of collectability or present other unfavorable features to WSFS Bank.

The Audit Committee reviews related party transactions, A related person transaction is generally any transaction in which WSFS or its subsidiaries is or will beBoard directly oversees CEO succession planning.  Our CEO succession planning enabled a participant, in which the amount involved exceeds $120,000, and a director (or nominee), executive officer, immediate family member, or any beneficial owner of more than 5%successful transition of our common stock, has or will havePresident and CEO from Mr. Turner to Mr. Levenson, pursuant to a direct or indirect material interest. In addition, management performs an annual review of related party transactions,disciplined and in 2017 concluded thatwell-executed succession plan executed over the transactions between WSFS and the related parties involve normal credit risk to the Company and did not include any unfavorable features to the Company.  Annually, management reports the results of its related party review to the Audit Committee.  In addition, any related party loans exceeding $500,000 require review and approval bypast five years.  During this time, the Board of Directors.  In 2017, there was one loan transactionand Mr. Turner actively developed Mr. Levenson to an executive officer exceeding $500,000,assume CEO responsibilities, including providing opportunities to serve as Chief Commercial Banking Officer, Chief Corporate Development Officer, interim Chief Financial Officer, and this loan was approved by the Board.most recently, Chief Operating Officer.

Classified Board Structure

Several years ago, and every year since, ourThe Board of Directors has reviewedannually reviews the subject of a classified Board of Directors as the result of a request from a stockholder.  Following considerable discussion by our Governance Committee and full Board of Directors concerning the concept of a declassified Board of Directors and related stockholder rights issues, the Board of Directors determined it is in the best interests of our stockholders to maintain a classified Board of Directors.

With the appropriate policies in place, we believe that a staggered board creates alignment between our Corporate Governance policies and the stated philosophy of managing the Company for the long-term benefit of all stockholders.

While we believe that the overarching evaluation of a board and management should be the performance of the Company, we also recognize that our classified board structure can create the appearance of entrenchment on the part of a board and management team.  As a result, in the early 1990’s, we eliminated our “poison pill” policy.  In addition, in 2007,2008, we adopted the policy that in an uncontested election, directors who receive votes in favor of their election that represent less than a majority of total votes cast should promptly offer to resign from the Board of Directors.  Another indication of our serious interest regarding this subject is that noneNone of our named executive officers is covered by a formal employment agreement.  We have a severance policy that covers some of those executives, but it is relatively conservative in the amounts that could be paid in the event of a change of control.   Finally, we do have cumulative voting of shares in the election of directors.  In our case, this means that approximately 25% of the ownership can definitely have their voice(s) heard directly at the board table after a director election.

The success of our long-term outlook is manifest in that we have generally outperformed our peers over the last generation.  We make this claim based upon the total stockholder return performance discussed in the Compensation Discussion and Analysis section of this proxy statement indicating we have outperformed peer metrics and broader indices in three, five, seven and ten year horizons.  We are proud of our performance record and believe this record reflects the attention that management and the Board of Directors brings to the subject of creating value for its stockholders.  Finally, if there is a need for a stockholder initiated change to the Board of Directors, there is an opportunity to change approximately one-third of the Board of Directors at each election.  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 the Board of Directors.  That would give a majority of the 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 understand the continuity of the Company.

Access to and Communication with the Board of Directors

The Board of Directors endeavors to provide ample access and outreach to stockholders through a number of forums. Stockholders are provided regular updates through press releases and other filings with the SEC. The 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. The Board of Directors provides their perspective on selected topics of interest to our stockholders through their “View from the Boardroom” letter in our annual report. Additionally, the Executive Chairman of the Board and/or Lead Director periodically attends investor conferences and other roadshows to solicit feedback on corporate governance from institutional stockholders.

Stock Ownership and Retention Guidelines

Our Bylaws require each of our directors to be a stockholder and own a minimum amount of our common stock as determined from time to time in a guideline approved by the Board of Directors.  This guideline is designed to encourage our directors to increase and maintain their equity stake in WSFS, and thereby to more closely align their interests with those of our other stockholders.

The Board of Directors has established a guideline that each director own 5,000 shares of vested common stock either directly or held in trust for other family members.  Members of the Board of Directors should accumulate the minimum ownership amount within five years after assuming his or her position.  In addition, the Board of Directors established a guideline for Executive Management such that the CEO should own 60,000  shares of vested common stock and all Executive Vice Presidents own 15,000 shares of vested common stock, each to be accumulated within five years of assuming his or her executive position.  These ownership guidelines are evaluated periodically for appropriate adjustments.

Stock Trading Plans

Our Insider Trading Policy allows for purchases or sales of WSFS’ stock made in compliance with a written plan established by a director, officer, or other Associate that meets the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934 (a “Plan”) if: (1) the Plan was established in good faith, in compliance with the requirements of Rule 10b5-1, at a time when the individual was not in possession of material non-public information about WSFS, and, for WSFS Insiders, was established during an open window period for trading in WSFS’s stock and not during any trading “blackout” period; and (2) the Plan was reviewed by the Company’s Legal Department prior to its establishment to confirm compliance with the Insider Trading Policy and its related procedures. No amendments to such Plans are permitted during blackout periods.

On April 26, 2018, Mark A. Turner, Executive Chairman of the Board of Directors, entered into a Plan in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934. The Plan, executed during the Company’s open trading window, will expire on or before December 31, 2019, and is designed to facilitate Mr. Turner’s exercise of expiring options. These options were issued to Mr. Turner in February 2013, pursuant to a non-plan stock option agreement that was approved by 97.9% of the Company’s stockholders voting at the Company’s 2013 Annual Meeting. The exercise price of the options was set at 20% above the market price of WSFS stock at the time of the Board of Directors’ meeting at which the options were approved, and these options were in lieu of the grant to Mr. Turner of any new equity awards for the succeeding five years.  Mr. Turner entered into the Plan to allow for an orderly exercise of the options prior to their expiration as part of his personal long-term financial planning.  Mr. Turner continues to hold a significant number of fully-vested shares, well exceeding all Company guidelines for share ownership.

In addition, from time to time, other WSFS insiders may enter into similar trading plans in accordance with Rule 10b5-1.

Transactions with Related Persons

In the ordinary course of its business, WSFS Bank makes loans to our directors, officers and Associates. These loans are subject to limitations and restrictions under federal banking laws and regulations and are made on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable loans with persons not related to WSFS Bank. These loans do not involve more than the normal risk of collectability or present other unfavorable features to WSFS Bank.

A related person transaction is generally any transaction in which WSFS or its subsidiaries is or will be a participant, in which the amount involved exceeds $120,000, and a director (or nominee), executive officer, immediate family member, or any beneficial owner of more than 5% of our common stock, has or will have a direct or indirect material interest.  Management performs an annual review of related person transactions management and reports the results of its related person transaction review to the Audit Committee. In 2018, management concluded that the transactions between WSFS and the related persons involved normal credit risk to the Company and did not include any unfavorable features to the Company. Any related party loans exceeding $500,000 require review and approval by the Board of Directors. In 2018, there was one loan transaction to an executive officer exceeding $500,000, and this loan was approved by the Board.

PROPOSAL NUMBER 2: Amendment of the Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 65,000,000 to 90,000,000

Background

Our Amended and Restated Certificate of Incorporation currently authorizes the issuance of 7,500,000 shares of preferred stock and 65,000,000 shares of common stock. At the Annual Meeting, we are asking that stockholders approve and adopt a proposal to amend our Amended and Restated Certificate of Incorporation to increase by 25,000,000 the number of shares of our common stock that we are authorized to issue from 65,000,000 to 90,000,000 shares. We are not proposing to make any changes to our authorized shares of preferred stock.

The Board of Directors of WSFS has determined that the proposed amendment is advisable and unanimously adopted a resolution to amend Article Fourth of our Amended and Restated Certificate of Incorporation to provide for an increase in the number of authorized shares of our common stock from 65,000,000 shares to 90,000,000 shares and has directed that the resolution be submitted to a vote of the stockholders.

If the amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock is approved holders of a majority of our outstanding shares of common stock, the amendment will be effected by filing a Certificate of Amendment with the Delaware Secretary of State amending and restating Article Fourth Section A of our Amended and Restated Certificate of Incorporation to read as follows:

“A.                      The total number of shares of all classes of stock which the Corporation shall have authority to issue is ninety-seven million five hundred thousand (97,500,000), consisting of:

(a) seven million five hundred thousand (7,500,000) shares of Preferred Stock, par value one cent ($.01) per share

(the “Preferred Stock”); and

(b) ninety million (90,000,000) shares of Common Stock, par value one cent ($.01) per share (the “Common

Stock”).

If our stockholders approve and adopt this amendment, it will become effective upon the filing of the above-described Certificate of Amendment with the Delaware Secretary of State, which we intend to file shortly after the Annual Meeting.

Reasons for the Proposed Amendment

Our Amended and Restated Certificate of Incorporation authorizes up to 65,000,000 shares of Common Stock and approximately 56,941,458 shares are presently issued and outstanding. An additional 2,369,843 shares of Common Stock may become outstanding by virtue of existing or future equity awards under our incentive plan or otherwise pursuant to outstanding equity-based awards and shares remaining to be granted under our plans.

The Board of Directors authorized the amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our common stock to provide us with greater flexibility to issue our common stock from time to time for various corporate purposes, including, but not limited to, capital raising, financing transactions, possible merger and acquisition transactions, awards under stockholder-approved equity incentive plans or other general corporate purposes.

The increase in the number of authorized shares represents a 42% increase over the existing number of outstanding shares of our common stock (including shares that may become outstanding related to our equity plans). The Board of Directors believes it is in our best interest and those of our stockholders to increase the number of authorized shares of common stock to provide us with flexibility to consider and plan for future general corporate needs, including, but not limited to, capital raising, financing transactions, possible merger and acquisition transactions, awards under stockholder-approved equity incentive plans, or other general corporate purposes. The additional authorized shares of our common stock would enable us to pursue strategic, financial or capital opportunities as they may be presented and to take timely advantage of market conditions as they may arise, without the delay and expense associated with calling and convening a special meeting of stockholders to increase authorized capital, unless such a meeting was otherwise required by Delaware law or Nasdaq rules.

The Board of Directors and management believe that these opportunities can develop quickly, which would require the Company to be in a position to take advantage of them in a timely manner. However, we have no present understanding, commitment or agreement to issue the additional shares of common stock resulting from the proposed increase in authorized shares.

Impact of Increased Authorization

Effect of the Proposed Amendment

If the proposed amendment is approved and adopted by our stockholders, there would be approximately $30.7 million shares of our common stock authorized and available for future issuance. The additional authorized shares would be available for issuance from time to time by the Board of Directors for any proper general corporate purpose, including those described above.

The additional authorized shares of our common stock for which we are seeking stockholder approval would be part of the existing class of our common stock and, if and when issued, would have the same rights and privileges as, and be identical in all respects (including voting, dividend, distribution and liquidation rights) to, shares of our common stock currently outstanding. The proposed additional authorized shares of Common Stock will not affect any of the rights of currently outstanding shares.

The ability of the Board of Directors to issue additional shares of our common stock may, under certain circumstances, be deemed to have an anti-takeover effect. We could use the additional authorized shares of our common stock to make it more difficult or to discourage efforts to obtain control of us. However, the amendment to our Amended and Restated Certificate of Incorporation is not being proposed to prevent a change in control nor is the amendment in response to any attempt, or contemplated attempt, to acquire control of us or to gain representation on our Board of Directors. As is true for our shares presently authorized but not issued, future issuances of the additional shares of our common stock contemplated by the proposed amendment also could have a dilutive effect on earnings per share, book value per share, voting power and percentage ownership interest of current stockholders.

The Board of Directors intends to use the additional shares of our common stock only for purposes described above, and otherwise on terms that it deems to be in the best interests of us and our stockholders.

Potential Impact if the Amendment is Not Adopted

If the proposed amendment to our Amended and Restated Certificate of Incorporation is not approved and adopted by our stockholders and we are unable to increase our number of authorized shares of our common stock, we will have a limited number of authorized but unissued shares of our common stock available for future issuance. This could impact the Company’s ability to issue common stock for capital raising, financing transactions, merger and acquisition transactions and other corporate purposes, as we may be restricted in its ability to issue common stock for these needs.

Required Vote

The affirmative vote of a majority of outstanding shares of our common stock entitled to vote at the Annual Meeting is required for stockholders to approve and adopt the proposed amendment to our Amended and Restated Certificate of Incorporation.

The Board of Directors recommends a vote FOR the amendment of the Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 65,000,000 to 90,000,000.

PROPOSAL NUMBER 3:  Ratification of the Appointment of Independent Registered Public Accounting Firm

KPMG LLP has served as our independent registered public accounting firm since 1994.  The Board of Directors has appointed KPMG LLP to continue to be our independent registered public accounting firm for the current fiscal year ending December 31, 2018.2019.  The Audit Committee evaluated the selection of KPMG LLP and gave a recommendation to the Board of Directors in favor of KPMG LLP.  We are asking the stockholders to ratify the decision of the Board of Directors to appoint KPMG LLP for the 20182019 fiscal year.

Representatives of KPMG LLP are expected to be present at the Annual Meeting to respond to appropriate questions and will have the opportunity to make a statement if they desire to do so.

To be ratified, the appointment of KPMG LLP as our independent registered public accounting firm must receive a majority of the votes cast on that proposal.  Abstentions and broker non-votes are treated as present for quorum purposes only and therefore have no effect on the outcome of the proposal.

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, 20182019..

PROPOSAL NUMBER 3:  Approval of the WSFS Financial Corporation 2018 Incentive Plan

On March 19, 2018, the Board of Directors approved, subject to stockholder approval, the WSFS Financial Corporation 2018 Incentive Plan (the “2018 Plan”).  If approved by stockholders, the 2018 Plan will become effective as of April 26, 2018, and subject to the treatment of outstanding awards discussed below, will replace the WSFS Financial Corporation 2013 Incentive Plan (the “2013 Plan”).  To be approved, the 2018 Plan must receive a majority of the votes cast on this proposal.  Abstentions and broker non-votes are treated as present for quorum purposes only and therefore have no effect on the outcome of the proposal.

The primary purpose of the 2018 Plan is to support the Company’s efforts to retain, attract, and motivate their officers, Associates, and consultants, independent contractors, advisors, and directors, as well as to provide incentives linked to the growth and success of the Company’s businesses and stockholder value.  Our independent compensation consultant, ChaseCompGroup, LLC, reviewed and provided feedback on the 2018 Plan.

The Board of Directors recommends that stockholders approve the 2018 Plan.  As discussed in the “Compensation Discussion and Analysis” section of this proxy statement, equity awards are a principal element of the compensation plan for our executive officers.  These awards emphasize long-term company performance, as measured by creation of stockholder value, and foster a common interest between stockholders and Associates.  We believe an equity incentive plan is critical in enabling us to attract and retain key Associates and create effective incentives for those Associates who contribute to our growth and financial success.  In addition, an equity incentive plan reflects our continuing commitment to preserving and growing stockholder value and promoting corporate responsibility, as evidenced by the design features described below.

The 2018 Plan does not modify outstanding awards under the 2013 Plan or the WSFS Financial Corporation 2005 Plan (the “2005 Plan”).  Awards outstanding under those plans will remain in effect pursuant to their existing terms, and settlement of such awards, as applicable, will be made using the remaining shares available for issuance under the 2013 Plan.  As of March 1, 2018, there were 286,119 shares of stock that remained available for issuance under the 2013 Plan. These unallocated shares will not be transferred to the 2018 Plan’s shares reserve.

In determining the number of shares needed for new awards under the 2018 Plan, we took into consideration our stock price, business performance, competitive pay-for-performance philosophy, regulatory requirements, historical experience, and expected use of equity-based awards in future years.  Based on these expectations, the Board approved the 2018 Plan with a proposed 1,500,000 shares available for new awards, which represents the estimated number of awards to be granted during the next five years, assuming continued growth of the Company similar to the prior five years.   These 1,500,000 shares represent approximately 4.8% of our outstanding common stock as of December 31, 2017.  Overhang, when including our 2013 plan which authorized 2,096,535 shares, would represent approximately 11.4% of our outstanding common stock as of December 31, 2017. For the purpose of calculating the maximum number of shares that may be issued under the 2018 Plan, each share issued pursuant to stock options or stock appreciation rights (“SARs”) counts as one share.  Each share issued pursuant to restricted stock, restricted stock units (“RSUs”), and all other stock-based awards counts as three shares.

“Burn rate” is a common measure used in assessing a company’s equity compensation program.  We calculate our annual burn rate by adding the number of stock options granted plus the number of full value shares awarded and dividing the total by the number of weighted average common shares outstanding.  Full value shares represent each share issued pursuant to restricted stock, RSUs, and all other stock-based awards multiplied by three.  Our burn rate for the fiscal years ended 2017, 2016, and 2015 was 0.56%, 1.04%, and 0.72%, respectively.  Our average burn rate for the three years ended December 31, 2017 was 0.77%.  These burn rates are well below industry benchmarks and demonstrate our prudent use of shares for equity compensation purposes.

As of December 31, 2017, the aggregate number of unexercised stock options outstanding under existing plans was 1,339,106, with a weighted average exercise price of $19.08.

Below is a summary of the material terms of the 2018 Plan.  This summary is qualified in its entirety by the actual text of the 2018 Plan, which is attached as Appendix A to this proxy statement.  We will not grant any awards under the 2018 Plan prior to obtaining stockholder approval.

Key Stockholder Protection in 2018 Plan

·Prohibition against discounted stock options and SARs.  Stock options and SARs may not be granted with exercise prices lower than the fair market value of the underlying shares on the grant date.

·Prohibition against stock option or SAR repricing. The 2018 Plan generally prohibits the reduction of the purchase price of a stock option or SAR, or the exchange of a stock option or SAR for a stock option or SAR with a lower purchase price, without stockholder approval.

·Prohibition against liberal share recycling.  Shares that are delivered upon the exercise of stock options or stock-settled SARs, tendered or held back to satisfy tax withholding obligations with respect to stock options or stock-settled SARs, reacquired by WSFS or otherwise repurchased by WSFS using proceeds from the exercise of stock options, or not issued or delivered as a result of net settlement or “cashless” exercise of stock options may not be recycled back into the 2018 Plan’s share reserve.

·No dividend equivalents paid on unexercised stock options or unvested RSUs.  The 2018 Plan does not permit the payment of dividends (or dividend equivalent rights) on unexercised stock options or unvested RSUs.

·Minimum vesting schedules on awards. Stock options, restricted stock, RSUs, performance awards, and SARs are subject to a minimum vesting schedule of at least 12 months; provided that, up to five percent of the available shares of common stock authorized for issuance may provide for vesting of awards, partially or in full, in less than one year.  In addition, the default vesting schedule for participants, including the named executive officers, provides for vesting over four years, such that twenty-five percent of the award shall vest on each anniversary of the date the award is granted.  Historically, the Chief Executive Officer has received awards subject to vesting schedules of at least four years.

·No “evergreen” provision. The 2018 Plan does not contain an “evergreen” provision pursuant to which shares authorized for issuance may be automatically replenished.

·Awards subject to claw-back.  Awards granted under the 2018 Plan may be subject to any claw-back or recoupment policy adopted by WSFS, including any claw-back and recoupment provisions set forth in award agreements.

·Independent committee. Subject to its right to delegate certain authority, the 2018 Plan is administered by the Personal and Compensation Committee, which is comprised of independent directors.

Summary of Material Plan Terms

Purpose.  The purpose of the 2018 Plan is to help the Company and its Affiliates retain, attract, and motivate their officers, Associates, consultants, independent contractors, advisors, and/or directors, and provide incentives linked to the growth and success of the Company’s businesses and to increases in Company stockholder value.

Administration. The 2018 Plan is administered by the Personnel and Compensation Committee, which is comprised of independent directors.  Among other powers described in Section 3(b) of the 2018 Plan, the Personnel and Compensation Committee has the discretionary authority to:

·                  Grant awards;

·                  Determine eligible participants;

·                  Determine the types of awards to be granted to each participant and designate the number, terms and conditions;

·                  Establish, adopt or revise any rules and regulations as it may deem advisable to administer the 2018 Plan, and;

·                  Make all other decisions and determinations that may be required under the 2018 Plan.

Delegations.  The Personnel and Compensation Committee has delegated administrative responsibilities with respect to the Plan to the WSFS Human Capital Management Department.  Additionally, the WSFS Human Capital Management Department has authority to make recommendations to the Personnel and Compensation Committee regarding the number, type, and terms of awards.

Shares Available for Awards.  If approved by stockholders and subject to the Committee’s power to make adjustments, as described below, the aggregate number of shares of our common stock reserved for issuance pursuant to new awards granted under the 2018 Plan will be 1,500,000 shares.  Each share issued under the 2018 Plan pursuant to an award other than a stock option or SAR reduces the number of available shares under the 2018 Plan by three shares.  If the stockholders do not approve the 2018 Plan, awards will only be available under the 2013 Plan.  As of March 1, 2018, there were 286,119 shares of stock that remained available for issuance under the 2013 Plan.  As of March 1, 2018, the fair market value of a share of our common stock was $48.15.

Individual Limitations on Awards.  During any single calendar year, no one person may be granted more than 100,000 shares of common stock subject to each type of award under the plan (e.g., in a given year, an individual can receive no more than 100,000 shares of common stock subject to stock options, no more than 100,000 shares of common stock subject to RSUs, and no more than 100,000 shares of common stock subject to performance awards).  In addition, during any single calendar year, no one person may be granted more than 100,000 shares of restricted stock.  The 2018 Plan limits the aggregate value of any awards under the 2018 Plan that may be paid to any one person during any single calendar year to $4 million.  The limit for outside directors is $500,000.

Eligibility and Award Types.   Officers, Associates, consultants, independent contractors, advisors (including members of any advisory boards), and directors are eligible to receive awards under the 2018 Plan.  As of December 31, 2017, there were 120 Associates, officers and directors who had awards outstanding.  The 2018 Plan authorizes the granting of awards in any of the following forms:

·                  Options to purchase shares of our common stock;

·                  SARs, which equal the increase in the fair market value of a share of our common stock between the date of the grant and the date that the SAR is exercised;

·                  Performance awards, which are payable in cash or shares of our common stock upon the attainment of performance goals set by the Personnel and Compensation Committee;

·                  Restricted stock and RSUs that are subject to a vesting period and subject to forfeiture in accordance with terms set by the Personnel and Compensation Committee;

·                  Other stock-based awards in the discretion of the Personnel and Compensation Committee, including grants of shares of our common stock that are not subject to a vesting period or forfeiture; and

·                  Other cash incentive awards.

The stock options granted under the 2018 Plan may be either non-statutory stock options or incentive stock options.  The difference in the tax treatment of nonstatutory stock options and incentive stock options is explained below under “Certain Federal Income Tax Consequences”

Performance Awards.  The Personnel and Compensation Committee is authorized to grant performance awards to participants on terms and conditions selected by the Personnel and Compensation Committee and as set forth in the 2018 Plan.  Performance awards may be payable in cash, shares, or a combination thereof, as determined by the Personnel and Compensation Committee.  Participants will be entitled to receive an award if the performance goals established by the Personnel and Compensation Committee are achieved and the other terms and conditions of the award are satisfied.

Limitations on Transfer.  Generally, no award under the 2018 Plan may be assigned or transferred other than by will or the laws of descent and distribution.

Acceleration upon Certain Events.  Generally, if the service of a participant terminates by reason of death or disability:

·                  All of the participant’s outstanding stock options become fully vested and exercisable;

·                  All of the participant’s outstanding RSUs become fully vested and non-forfeitable;

·                  All time-based vesting restrictions on the participant’s outstanding awards lapse;

·                  The target payout opportunities attainable under all outstanding performance-based awards are deemed to have been fully earned as of the date of termination based upon an assumed achievement of all relevant performance goals at the “target” level; and

·                  The participant or his or her estate shall receive a pro-rata payout of such performance based award based upon the length of time within the performance period that has elapsed prior to the date of termination.

Generally, if the service of a participant terminates due to retirement, the Personnel and Compensation Committee may, in its discretion, permit the accelerated vesting of stock options and RSUs, subject to the participant executing and abiding by a non-competition and non-solicitation agreement.

Generally, upon the occurrence of a “change in control” (as such term is defined in the 2018 Plan), if a participant’s employment is terminated without cause or if the participant resigns for good reason, in either case, within two years after the effective date of a change in control, then:

·                  All of the participant’s outstanding stock options, SARs, RSUs, or other stock-based or cash awards become fully vested

·                  All of the participant’s performance-based awards will be considered to be earned and payable in full at the target level, and any deferral or other restriction shall lapse and such performance-based awards shall be settled in cash as promptly as is practicable.

In addition to the acceleration events described above, the Personnel and Compensation Committee may accelerate awards for any other reason in its discretion; provided that the Personnel and Compensation Committee may not delegate its discretionary authority to accelerate awards.  The Personnel and Compensation Committee may discriminate among individuals or among awards in exercising such discretion.

Adjustments.  Upon the occurrence of certain events described in Section 4(c) of the 2018 Plan that generally cause the per share value of WSFS common stock to change, the Personnel and Compensation Committee is authorized to make substitutions or adjustments in (1) the aggregate number and kind of shares reserved for issuance under the 2018 Plan, (2) the maximum limitations of shares underlying awards to be granted to any participant, (3) the number, kind, and exercise price of shares subject to outstanding stock options and SARs, (4) the number and kind of shares subject to other outstanding awards granted under the 2018 Plan, and/or (5) such other equitable substitution or adjustments as it may determine to be appropriate.

Termination and Amendment.  The Board may amend, alter, or discontinue the 2018 Plan, but no amendment, alteration, or discontinuation may be made which would impair the rights of a recipient of an award without the recipient’s consent, except such an amendment may be made to comply with applicable law, stock exchange rules, or accounting rules.  In addition, no such amendment shall be made without the approval of the Company’s stockholders to the extent such approval is required by applicable law or stock exchange rules or by Section 6(c)(2) or Section 7(b) of the 2018 Plan.

Certain Federal Income Tax Consequences

The following is a brief summary of the principal United States federal income tax consequences applicable to 2018 Plan participants and WSFS. This summary is based upon an interpretation of present federal tax laws and regulations and may be inapplicable if such laws and regulations are changed. This summary is not intended to be exhaustive or constitute tax advice, nor does it describe state, local or foreign tax consequences. The 2018 Plan is not subject the Employee Retirement Income Security Act of 1974 and is not qualified under Section 401(a) of Internal Revenue Code of 1986, as amended (the “Code”).

Incentive Stock Options.  Incentive stock options are stock options that meet the requirements set forth in Section 422 of the Code.  Generally, and in addition to other requirements, an incentive stock option can be granted only to employees, and the aggregate value of shares subject to the award cannot be in excess of $100,000 in the year in which the incentive stock option is first exercisable. Typically, there will be no federal income tax consequences to us or to an individual upon the grant or exercise of an incentive stock option.  If the individual holds the option shares for the required holding period of at least two years after the date the option was granted or one year after exercise, the difference between the exercise price and the amount realized upon sale or disposition of the option shares will be long-term capital gain or loss, and we will not be entitled to a federal income tax deduction.  If the individual disposes of the option shares in a sale, exchange, or other disqualifying disposition before the required holding period ends, he or she will recognize taxable ordinary income in an amount equal to the excess of the fair market value of the option shares at the time of exercise over the exercise price, and we will be allowed a federal income tax deduction equal to such amount.  While the exercise of an incentive stock option does not result in current taxable income, the excess of the fair market value of the option shares at the time of exercise over the exercise price will be an item of adjustment for purposes of determining the individual’s alternative minimum taxable income.

Non-statutory Stock Options.  A non-statutory stock option is one that does not qualify as an incentive stock option. There will be no federal income tax consequences to us or to an individual upon the granting of a non-statutory stock option. When an individual exercises a non-statutory option, however, he or she will recognize ordinary income in an amount equal to the excess of the fair market value of the common stock received upon exercise of the option at the time of exercise over the exercise price, and we will be allowed a corresponding deduction.  Any gain that the individual realizes when he or she later sells or disposes of the option shares will be short-term or long-term capital gain, depending on how long the shares were held.

SARs.  An individual receiving a SAR under the 2018 Plan will not recognize income, and we will not be allowed a tax deduction, at the time the award is granted.  When the individual exercises the SAR, the amount of cash and the fair market value of any shares of common stock received will be ordinary income to the individual, and we will be allowed as a corresponding federal income tax deduction at that time.

Restricted Stock.  Provided that the award is nontransferable and is subject to a substantial risk of forfeiture, an individual will not recognize income upon the grant of a restricted stock award, and we will not be allowed a tax deduction if the individual does not elect to accelerate recognition of the income to the date of grant.  When the restrictions lapse, the individual will recognize ordinary income equal to the fair market value of the common stock as of that date (less any amount he or she paid for the stock), and we will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under the federal tax laws.  If the individual elects to accelerate recognition of the income to the date of grant, he or she will recognize ordinary income at the time of the grant in an amount equal to the fair market value of the stock on that date (less any amount paid for the stock), and we will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under the federal tax laws.  Any future appreciation in the stock will be taxable to the individual at capital gains rates.  However, if the stock is later forfeited, the individual will not be able to recover the tax previously paid pursuant to the acceleration.

Restricted Stock Units.  An individual will not recognize income upon the grant of a RSU and we will not be allowed a tax deduction.  Upon receipt of shares of common stock (or the equivalent value in cash or other property) in settlement of a stock unit award, an individual will recognize ordinary income equal to the fair market value of the common stock or other property as of that date (less any amount he or she paid for the stock or property), and we will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under federal tax law.

Performance Awards.  An individual generally will not recognize income upon the grant of a performance award and we will not be allowed a tax deduction.  Upon receipt of shares of cash, stock or other property in settlement of a performance award, the cash amount or the fair market value of the stock or other property will be ordinary income to the individual, and we will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under federal tax laws.

New Plan Benefits

No benefits or amounts have been granted, awarded, or received under the 2018 Plan.  No award will be granted under the 2018 Plan prior to its approval by our stockholders.  Awards under the 2018 Plan will be granted under the discretion of the Personnel and Compensation Committee, and accordingly, are not yet determinable.  In addition, benefits under the 2018 Plan, including performance awards, will depend on a number of factors, including the fair market value of our common stock on future dates, actual performance measured against performance goals and decisions made by the participants.  Consequently, it is not possible to determine the benefits that might be received by participants under the 2018 Plan.

The Board of Directors recommends a vote “FOR” approval of the WSFS Financial Corporation 2018 Incentive Plan

PROPOSAL  NUMBER  4: Advisory (Non-Binding) Vote on the Compensation of our Named Executive Officers

The Dodd-Frank Wall Street Reform and Consumer Protection Act, of 2010, (“the Dodd-Frank Act”), enables our stockholders to vote to approve, on an advisory basis, the compensation of the named executive officers, as described in the CD&A, the compensation tables and the related material in this proxy statement.

This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to endorse or not endorse our executive compensation program through the following resolution:

“Resolved, that the stockholders approve the compensation of WSFS Financial Corporation’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure shall include the compensation discussion and analysis, the compensation tables and any related material) in this proxy statement.”

This proposal will be considered approved if a majority of votes cast by all stockholders entitled to vote at the annual meeting vote in favor of the proposal. Because this vote is advisory, it will not be binding upon the Board. Moreover, this vote will not be construed as overruling a decision by the Board, creating or implying any additional fiduciary duty by the Board, or restricting or limiting the ability of our stockholders to make proposals for inclusion in proxy materials related to executive compensation. However, the committee will take into account the outcome of the vote when considering future executive compensation arrangements.

The Board of Directors recommends a vote “FOR” approval of this advisory (non-binding) resolution relating to the compensation of WSFS Financial Corporation’s named executive officers.

EXECUTIVE COMPENSATION

Forward-Looking Statements