~~Important~~ Notice ~~Regarding~~of Internet

Availability of Proxy Materials

In accordance with rules adopted by the Securities and Exchange Commission, except for stockholders who have requested otherwise, we have generally mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”).

~~For~~The Notice of Internet Availability provides instructions either for accessing our proxy materials, including the ~~Stockholder Meeting to be~~

~~Held on April 26, 2018 at 4:00 p.m.~~

~~The~~ Proxy Statement, ~~and~~the 2021 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2021, and the ESG Report (the “Proxy Materials”), at the website address referred to in the Notice of Internet Availability, or for requesting printed copies of the proxy materials by mail or electronically by email.

If you would like to receive a paper or email copy of our proxy materials either for this Annual Meeting or for all future meetings, you should follow the instructions for requesting such materials included in the Notice of Internet Availability we mailed to you.

Our Board of Directors provided the Notice of Internet Availability and is making the proxy materials available to you in connection with the Annual Meeting.

As a stockholder of record on the Record Date, you are ~~available at www.wsfsbank.com, by calling us at 888-973-7226~~

~~or by sending an e-mail request to: stockholderrelations@wsfsbank.com~~invited to attend the Annual Meeting virtually and are entitled to, and requested to, vote on the proposals described in this Proxy Statement.

WSFS Bank 2022 Proxy Statement		ii

~~About the Annual Meeting~~

Table of Contents

Benefits	47
Employment Agreements	47
Executive Compensation Review and Redesign	48
Description of New Executive Leadership Team Incentive Plan	50
Executive Compensation Policies	51
CEO Pay Ratio	52
Compensation Committee Internal Interlocks and Insider Participation	52
Personnel and Compensation Committee Report	52
Summary Compensation Table	53
Grants of Plan-Based Awards	54
Outstanding Equity Awards Value at Fiscal Year-End	55
Exercises of Options and Vesting of Stock During 2021	56
Potential Payments upon Termination or Change in Control	57

Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm	59
AUDIT MATTERS	59
Audit Services	60
Audit Committee Report	60
TRANSACTIONS WITH RELATED PARTIES	61
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	62
MEETING AND OTHER INFORMATION	63
COMPANY DOCUMENTS AND OTHER MATTERS	68
APPENDIX A – GAAP RECONCILIATIONS	69

WSFS Bank 2022 Proxy Statement		iii

Forward-Looking Statements

This Proxy Statement contains estimates, predictions, opinions, projections and other “forward-looking statements” as that phrase is defined in the Private Securities Litigation Reform Act of 1995. Such statements include, without limitation, references to our predictions or expectations of future business or financial performance, as well as our goals and objectives for future operations, financial and business trends, business prospects and management’s outlook or expectations for earnings, revenues, expenses, capital levels, liquidity levels, asset quality or other future financial or business performance, strategies or expectations. The words “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project” and similar expressions, among others, generally identify forward-looking statements. Such forward-looking statements are based on various assumptions (some of which may be beyond our control) and are subject to risks and uncertainties (which change over time) and other factors which could cause actual results to differ materially from those currently anticipated. Such risks and

uncertainties are discussed in detail in in the risk factors in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021 (“Annual Report”) and in our subsequent periodic reports on Form 10-Q and current reports on Form 8-K, if any, filed with the Securities and Exchange Commission (the “SEC”). Forward-looking statements should be evaluated together with the many uncertainties that may affect our business, particularly those mentioned in our Annual Report and in our subsequent periodic reports on Form 10-Q and current reports on Form 8-K, if any, filed with the SEC.

We caution readers not to place undue reliance on such forward- looking statements, which speak only as of the date they are made. We disclaim any duty to revise or update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of us for any reason, except as specifically required by law.

WSFS Bank 2022 Proxy Statement		iv

Proxy Statement Summary

We are providing this Proxy Statement (“Proxy Statement”) to stockholders in connection with the solicitation by the Board of Directors of WSFS Financial Corporation, a Delaware corporation (our “Board of Directors”), of proxies to be voted at the Annual Meeting to be held virtually on May 11, 2022 at 4:00 p.m. ET, and at any adjournment thereof, for the purposes set forth in the accompanying notice. The proxy materials are first being made available to stockholders on or about March 28, 2022.

Our Annual Meeting will be held in a virtual meeting format only which you can access by registering at http://viewproxy.com/ wsfs/2022/htype.asp. On the day of the Annual Meeting, if you have properly registered, you may enter the meeting by clicking on the link provided and the password you received via email in your registration confirmations. During the past two years, we

have held our stockholders meetings virtually to deal with public health impact of the novel coronavirus pandemic and the variants thereof (“COVID-19”). Although some of the disruptive effects of COVID-19 have eased, we discovered that technological advances in presenting virtual meetings now grant our stockholders more convenient access to our meeting and reduce the environmental impact of travel to and from our meetings. We will continue to evaluate the effectiveness of the virtual only format this year. Please refer to our “Notice of 2022 Annual Meeting of Stockholders” and the “Meeting and Other Information” section of this Proxy Statement for more information about how to how to participate in the virtual meeting. If you encounter any difficulties accessing the webcast during the check-in or meeting time, please email Virtualmeeting@viewproxy.com or call 866-612-8937.

This proxy ~~statement is~~summary provides an overview of the items contained in this Proxy Statement. We encourage you to read the entire Proxy Statement for additional information prior to voting your shares.

Proposals and Voting Recommendations

Our stockholders are being ~~furnished in connection~~asked to vote on the following proposals.

	Proposals	Vote Required	Board Recommendation	Page

1	Election of Directors	A plurality of the votes cast	FOR	11

2	Advisory Vote on Executive Compensation	A majority of the shares present in person by participation at the Annual Meeting or represented by proxy and entitled to vote	FOR	30

3	Ratification of the Appointment of the Independent Registered Public Accounting Firm	A majority of the shares present in person by participation at the Annual Meeting or represented by proxy and entitled to vote	FOR	59

WSFS Bank 2022 Proxy Statement		1

2021 Business Performance Highlights

$5.69

EPS

1.82%

ROA

1.61%

PPNR %¹

$271.4M

Net Income²

21.56%

ROTCE¹

This year was a strategically important year for WSFS. Our financial results were very strong and we exited the year with momentum which increased at the beginning of 2022 with the ~~solicitation~~close of ~~proxies~~the acquisition of Bryn Mawr Bank Corporation ("Bryn Mawr") on January 1, 2022. As the economy gradually reopened from COVID-19 and its economic impact lessened, WSFS reduced allowance for credit losses ("ACL") by $134.3 million and returned $36.3 million of capital to shareholders (including common dividends and net share repurchases) all while maintaining strong capital ratios. We gained market share in several business lines, managed risks, and maintained cost discipline. Additional notable items in 2021 include the following:

$13 million of corporate development and restructuring expenses primarily related to our combination with Bryn Mawr.

Completed the redemption of $100 million in aggregate principal amount of our 4.50% fixed-to-floating rate senior notes due 2026.

Utilized the continued high levels of excess liquidity to purchase $3.5 billion of investment securities, available-for-sale, and to significantly reduce the level of wholesale borrowings.

Recorded a $4.4 million net gain on the liquidation of our investment in Social Finance, Inc. (“SoFi”).

Made a $1.0 million contribution to the WSFS CARES Foundation.

Resolved all legal matters associated with Nature’s Healing Trust and Charter Oak Trust Welfare Benefit Plan in 2021 and recognized $15 million legal settlement recovery associated with Charter Oak.

WSFS

Corporation

Fee Revenue:$185.5 million and 29.9% Fee Revenue over Total Revenue, which represents the strength of our diversified lines of businesses and products. The decrease in 2021 is primarily due to the impact of the Visa Class B shares sale in the prior year, lower securities gains, a decline in mortgage banking and lower interchange fees from the prior year. These decreases were partially offset by higher revenues from Wealth Management, other income and traditional banking fees, and total net gains on equity investments. We also generated $2.5 million in fees from our partnership with third-party providers for PPP 2.0 loans.

Cost Management:Noninterest expense increased less than 3% to $378.5 million, primarily due to higher salaries and benefits, corporate development and restructuring costs related to the Bryn Mawr acquisition and third- party software expenses tied to Delivery Transformation. These expenses were partially offset by the legal settlement recovery previously mentioned and the decrease in Loan Workout and Other Credit Costs due to the release of reserves on our unfunded commitments.

Investment Securities (available-for-sale):Increased 106% to $5.2 billion, which reflects us leveraging and repositioning the continued high level of excess liquidity.

Loans and Leases (net of allowance): Decreased 11% to $7.8 billion, including $719.7 million decrease from PPP loans being forgiven during the year. This year, we launched our strategic partnership with Upstart Holdings that will continue to add to our consumer lending portfolio.

Credit Quality:Our credit quality improved throughout 2021 with our problem assets declining 50% to $386.2 million by the end of the year. As a result, along with the positive impacts in our economic outlook from our ACL modeling, our ACL coverage ratio declined over 52% to 1.19% as the reserves built up from the prior year were released.

Customer Deposits:Increased 14% to $13.2 billion, driven by our strong Customer relationships across all business lines. The elevated Customer deposit base is being efficiently managed through our investment securities portfolio as mentioned above.

Capital Management:As exhibited by our Common Equity Tier 1 capital ratio of 15.11%, we remain substantially in excess of the “well-capitalized” regulatory benchmarks. Our Total stockholder’s equity increased 8% to $1.9 billion which reflects our strong earnings partially offset by unfavorable market-value changes on available-for-sale securities, common stock dividends paid out, and shares repurchased. Book value per share increased 9% to $40.73 and tangible common book value per share¹ increased 13% to $29.24 at year-end.

WSFS Bank 2022 Proxy Statement		2

Cash Connect® Segment

Net Income:Increased 10% to $10.2 million in 2021 (pre-tax). This reflects our focus on expanding smart safe and ATM managed services to increase fee income and margins.

Cash Managed:Increased 9% to $1.7 billion by the end of the year.

Units: Remote capture units, also known as smart safes, increased 39% this year. There was also a 21% increase of ATMs utilizing our reconciliation services, which reflects the sustained demand for ATM cash and related services during the COVID-19 pandemic.

Wealth Management Segment

Net Income:Reported net income of $53.5 million (pre-tax), including the previously disclosed litigation settlement. Excluding this impact, net income increased $17.3 million, or 76%, to $40.2 million in 2021 (pre-tax), excluding the previously disclosed litigation settlement, in 2021. This reflects significant fee revenue growth from our increased institutional trust activity and management fees related to our higher AUM mentioned below.

AUM and AUA3: Increased 43% to $34.6 billion.

Trust Revenue:Increased 31% to $43.7 million in 2021.This resulted in WSFS Institutional Services® ending 2021 as the securitization industry’s fourth most active trustee for U.S. ABS and MBS according to Asset-Backed Alert’s ABS Database, an improvement from sixth most active in the prior year.

Pre-provision net revenue as a percentage of assets ("PPNR %"), return on tangible common equity (“ROTCE”), and tangible common book value per share are non-GAAP financial measures. For a reconciliation of these non-GAAP financial measures to their comparable GAAP measures, see “Appendix A – non-GAAP Reconciliations.”

Net income attributable to WSFS

Assets under management (“AUM”) and assets under administration (“AUA”). AUM includes advisory businesses (West Capital Management, Cypress Capital Management, and WSFS Wealth Investments)

WSFS Bank 2022 Proxy Statement		3

Mission, Vision, Strategy and Values

As we enter 2022, our Board of Directors ~~(the “Board”)~~and Executive Leadership Team have been leading the development of ~~WSFS Financial Corporation (the “Company” or “WSFS”) to be used at the 2018 Annual Meeting of Stockholders (the “Annual Meeting”),~~our next three-year strategic plan which will be ~~held at~~for the ~~Hotel du Pont, Eleventh~~fiscal years 2022 – 2024. As part of this process, we reviewed our mission, vision, strategy and ~~Market Streets in Wilmington, Delaware on April 26, 2018 at 4:00 p.m. Directions~~values and updated our vision, strategy and values. Our Board of Directors leads our Company by example when it comes to our mission, vision, strategy and values and we believe our Board of Directors and our Associates are aligned with respect to the ~~Hotel du Pont are available on its website: www.hoteldupont.com.~~objectives for our 2022 – 2024 strategic plan.

~~What is~~

MISSION VISION STRATEGY VALUES We Stand for Service We envision a day where everyone will thrive. Engaged Associates, living our culture, enriching the ~~purpose of the Annual Meeting?~~communities we serve. Service - Truth - Respect

WSFS Bank 2022 Proxy Statement		4

Board Composition

~~The Annual Meeting~~Our Board of Directors consists of 14 members and is ~~being held to consider the following proposals: (i) the election of~~divided into three ~~directors~~“classes,” with each class serving for a term ~~ending~~of three years. The leadership of our Board of Directors is comprised of: (i) our Chairman (who also serves as our President and Chief Executive Officer ("CEO")), (ii) our Lead Independent Director and (iii) our committee chairs. Following the Annual Meeting, our Board of Directors will consist of 13 members, as Mark A. Turner, our former Chairman, President and Chief Executive Officer decided not to seek reelection to our Board of Directors as part of our previously announced long-term succession planning. A summary of our directors is listed below:

Director

Age⁽¹⁾
Current Term

Independence
Tenure on
Board (years)

Principal Occupation
Anat Bird 70 2024 ✓ 12 President and Chief Executive Officer of SCB Forums, LTD
Karen Dougherty Buchholz 55 2022 ✓ 4 Executive Vice President of Administration for Comcast Corporation
Francis B. Brake 58 2022 ✓ 8 President and Co-Founder of Epic Research, LLC
Diego F. Calderin 60 2022 ✓ — Co-founder and Managing Partner of Banbury Systems

Jennifer W. Davis

51

2024
✓

13
Executive Vice President and Chief Operating Officer at the University of Virginia
Michael J. Donahue 63 2024 ✓ 4 Retired partner of KPMG LLP
Eleuthère I. du Pont 55 2023 ✓ 9 President of the Longwood Foundation

Nancy J. Foster

60

2023
✓

1
President and Chief Executive Officer of The Risk Management Association
Christopher T. Gheysens 50 2022 ✓ 5 President & Chief Executive Officer of Wawa, Inc.
Francis J. Leto
62
2023
—
—
Former Chief Executive Officer of Bryn Mawr
Rodger Levenson 61 2022 — 4 Chairman, President and Chief Executive Officer of WSFS
Lynn B. McKee 66 2024 ✓ — Executive Vice President, Human Resources for ARAMARK

David G. Turner

57

2023
✓

8
Managing Partner, Financial Services for all Consulting in North America for IBM
Mark A. Turner ⁽²⁾ 59 2022 — 14 Former Chairman, President and Chief Executive Officer of WSFS
⁽¹⁾ As of the Record Date.
⁽²⁾ Mr. M. Turner’s current term expires at the 2022 Annual Meeting of Stockholders and he will not seek reelection as part of our previously announced long-term succession planning.
In considering nominees, our Board of Directors and the Corporate Governance and Nominating Committee believe our Board of Directors should reflect a wide range of leadership accomplishments, skills, knowledge and experience, among the other factors described in the “Corporate Governance” section. On an annual basis we actively evaluate the efficacy of the entire Board and individual members. We also believe it is important to have a strong Board of Directors comprised of a majority of independent directors that is accountable to our stockholders. We aim for a rough balancing of shorter-tenured members (approximately less than 6 years), medium-tenured members (between approximately 6 and 12 years), and longer-tenured members (approximately more than 12 years). Our Board of Directors takes a broad and thoughtful view of diversity, believing that it must understand the diversity of the Associates, Customers and communities that WSFS serves and that our Board of Directors itself should reflect that diversity. The following charts show the composition of our Board of Directors following the Annual Meeting:

WSFS Bank   2022 Proxy Statement 5
Skills, Knowledge, and Experience
Represented on our Board of Directors
Banking / Financial Services Industry Experience in the banking and financial services industry enables our directors to have insights in the competitive landscape and unique needs of our company. 7/13 Executive Leadership Previous leadership roles help our directors find those who will excel while serving in leadership positions within the company. 13/13 Financing Accounting Financial and accounting acumen allow our Board of Directors to analyze our financial statements and our financial reporting practices. 7/13 Regulatory / Risk Management Experience with regulators and risk management assists our directors in understanding both the risks and the opportunities we face in a heavily regulated industry. 7/13 Technology Banking evolves every year and our technology has to evolve with it. Technological literacy facilitates the growth and evolution of our company. 8/13 Local Market We are proud of our legacy as the oldest and largest locally-managed bank and trust company headquartered in the Greater Philadelphia and Delaware region. Our directors share our community roots. 12/13 National / Global We strive to combine a strong local presence in our core geographic markets with national capabilities and global reach. Our Board of Directors members understand the national and international markets. 10/13 Mergers and Acquisitions Our growth strategy includes both organic and acquisition growth and improving our overall customer experience through innovation and leveraging new technologies. Our directors know how to navigate the acquisition landscape. 5/13
Committees and Leadership
The following chart shows the current committees and subcommittees of our Board of Directors, the committee membership and the number of meetings each committee held in 2021.
WSFS Financial Corporation Board of Directors
Chairman: Rodger Levenson
Lead Independent Director: Jennifer W. Davis

Audit Committee
Corporate Governance and Nominating Committee Executive and Risk Committee Personnel and Compensation Committee Corporate Development Committee Delivery Transformation Subcommittee⁽¹⁾
Chair David G. Turner Jennifer W. Davis Rodger Levenson Francis B. Brake Rodger Levenson Francis B. Brake
Vice Chair Michael J. Donahue Karen Dougherty
Buchholz Nancy J. Foster Christopher T.
Gheysens Anat Bird Rodger Levenson
Members
Anat Bird
Jennifer W. Davis
Eleuthère I. du Pont
Nancy J. Foster
Christopher T. Gheysens
Francis B. Brake Eleuthère I. du Pont
David G. Turner
Christopher T. Gheysens
Jennifer W. Davis
Michael J. Donahue
Frank J. Leto
Karen Dougherty
Buchholz
Eleuthère I. du Pont
David G. Turner
Lynn B. McKee
Francis B. Brake
Karen Dougherty
Buchholz
Michael J. Donahue
Christopher T.
Gheysens
Anat Bird
Christopher T.
Gheysens
David G. Turner
Diego F. Calderin
Meetings 7 4 27 8 5 6
(1) Delivery Transformation Subcommittee is a subcommittee of the Corporate Development Committee.
(2) Mr. Mark Turner’s current term expires at the 2022 Annual Meeting of Stockholders and he will not seek reelection as part of our long-term succession planning.
(3) During 2021, Mr. Levenson routinely attended Audit, Corporate Governance and Nominating and Personnel and Compensation Committee meetings at the discretion and invitation of the committee chairs for the purpose of providing his institutional knowledge and insight. He did not attend executive sessions or discussions that were related to him and does not have voting rights on such committees.
WSFS Bank   2022 Proxy Statement 6
Corporate Governance Practices
Our corporate governance practices are designed to ensure safe and sound management of WSFS:

Lead Independent Director
Our Board of Directors recognizes the need for strong independent perspectives. When the Chairman and CEO roles are combined, our Board of Directors requires the appointment of a Lead Independent Director by a majority of independent directors.
Succession
Our Board of Directors and CEO actively participate in the succession planning process so that we continue to build a diverse Board of Directors and executive team with expertise and talents that will continue to contribute to our success.
Diversity
Our Board of Directors believes that it must understand the diversity of the Associates, Customers and communities that WSFS serves and that our Board of Directors itself should reflect that diversity.
Continual Refreshment
We aim for a rough balancing of shorter-tenured members (approximately less than 6 years), medium-tenured members (between approximately 6 and 12 years), and longer-tenured members (approximately more than 12 years).
Independent Directors’ Executive Sessions
At least twice per year, independent directors have regularly scheduled meetings at which only independent directors are present and all independent directors are able to request additional independent directors’ sessions or meetings.
Annual Board Assessment
Our Board of Directors conducts an annual board self-evaluation process and every third year, engages a third-party consultant to conduct the evaluation.
Director Resignation Policy in Uncontested Elections
In an uncontested election, it is our policy that nominees who receive a number of votes in favor of their election which is less than a majority of total votes cast should promptly offer to resign from the Board of Directors.
WSFS Bank   2022 Proxy Statement 7
Environmental, Social and Governance Matters
At WSFS, “We Stand for Service” is more than just a tag line, but rather our daily call to action that is combined with our strong complement of products and services to meet the needs of our diverse communities. Our Board of Directors is responsible for oversight of material risks to our operations, including those that are environmental and social in nature, as well as oversight of Environmental, Social, and Governance (“ESG”) efforts generally.
For a detailed description of the Company’s ESG Report, go to the website www.wsfsbank.com (select “Investor Relations” on the menu found under “About WSFS” and click on “Corporate Governance”). The ESG Report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Environmental
We are committed to balancing the evolving needs of our Customers, including access to physical banking locations, with the need to minimize our adverse impact on the environment. We are focused in particular on our physical footprint by seeking opportunities to optimize our branch network and providing hundreds of ATMs that provide Customers access to bank services without the need for full banking offices. We also continue to invest heavily in our Delivery Transformation initiative to keep up with rapid technological changes. All of these efforts are aimed to further reduce our adverse environmental impact.
Social
We encourage Associates to volunteer with nonprofits of their choice, and we stand behind that encouragement by offering each Associate four hours per month of compensated work time for participation in volunteer activities. In 2021, Associate volunteers logged 13,229 hours including online financial literacy and community service hours. We made more than $600,000 in large dollar grants to 15 different organizations in addition to more than $1,600,000 in contributions to 465 other charitable organizations in our communities. We also serve and invest in low-to-moderate income communities by partnering with nonprofits that work to, among other things, increase responsible home ownership, extending mortgage loans to borrowers in those communities and making direct contributions and investments in those communities.
Governance
One of our corporate values is integrity, which to us means “we do the right thing.” We are dedicated to operating in accordance with sound governance practices and principles, as described above in “—Corporate Governance Practices.” In addition, our commitment to diversity, equity and inclusion starts with our Board of Directors, where 50% of our Directors are women or minorities. In 2021, we furthered our commitment to diversity, equity and inclusion by hiring a Director of Diversity, Equity & Inclusion, who is working with our Executive Leadership Team and senior leaders to infuse diversity, equity and inclusion into all we do as a Company.
WSFS Bank   2022 Proxy Statement 8
Executive Compensation Practices
The following fundamental principles underlie our executive compensation philosophy and design:
We strive to be competitive in base pay, taking into consideration salaries of similar positions at comparable financial institutions in our peer group, allowing for exceptions in particular circumstances. We structure our incentive compensation system to provide rewards for performance that reflect our strategic plan and balance executives' focus on both annual goals and our long-term success, without creating undue risk. Our total compensation for expected performance levels is targeted at levels similar to those at comparable financial institutions in our peer group. For top performance, we provide total compensation reflecting that superior performance.
We have designed our executive compensation practices to support good governance and mitigate excessive risk-taking:
Stock Ownership Guidelines Our guidelines require significant stock ownership for our Executive Leadership Team and our Board of Directors. Say on Pay We conduct annual Say-on-Pay votes. The 2021 Say-on-Pay vote was approved by 99.0% of the shares present in person by participation or represented by proxy at the 2021 Annual Meeting of Stockholders (ii) 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, (iv) a non-binding advisoryand entitled to vote on the proposal. Balanced Compensation We balance executives' short-term and long-term compensation to discourage short-term risk taking at the expense of long-term results. Double Trigger Change-in-Control Our compensation program imposes a double-trigger for equity incentive awards which do not vest solely upon a change- in-control, but also require a qualifying termination of employment following a change-in-control. Independent Compensation Consultant We engage an independent compensation consultant who performs no other work for us other than as an advisor on executive leadership compensation matters. Clawback Policy We have a policy permitting us to recoup certain incentive compensation in the event of fraud or other misconduct or financial restatements. Performance-based Compensation We make a significant portion of executives' co
WSFS Bank   2022 Proxy Statement 9
Executive Leadership Team
The daily operations of our ~~named executive officers, and (v) such other matters~~Company are supervised by the following members of our Executive Leadership Team:
Name Age Position Year Assumed
Current Position Year Hired
by WSFS
Rodger Levenson 61 Chairman, President and CEO 2020 2006
Arthur J. Bacci 62 EVP and Chief Wealth Officer 2018 2018
Lisa Brubaker 58 EVP and Chief Information Officer 2020 1987
Dominic C. Canuso, C.F.A. 47 EVP and Chief Financial Officer 2016 2016
Steve Clark 64 EVP and Chief Commercial Banking Officer 2016 2002
Michael L. Conklin 53 EVP and Chief Human Resources Officer 2020 2020
Christine E. Davis* 44 EVP and Chief Risk Officer 2022 1999
Shari Kruzinski 52 EVP and Chief Customer Officer 2021 1989
Michael P. Reed* 50 EVP and Chief Risk Officer 2020 2020
Patrick J. Ward 66 EVP and Pennsylvania Market President of the Bank 2016 2016
Richard M. Wright 69 EVP and Chief Retail Banking Officer 2006 2006
* Effective March 28, 2022, Michael P. Reed will help transition Ms. Davis into the Chief Risk Officer role as ~~may properly come before the meeting or any adjournment thereof.~~he departs on April 30, 2022.
WSFS Bank   2022 Proxy Statement 10

~~The~~Proposal 1: Election of Directors
CORPORATE GOVERNANCE
At WSFS, We Stand for Service is our mission and our daily call to action. Our Board of Directors ~~is divided into three classes and each class serves for a term~~has nominated the following nominees to be members of ~~three years. There are three seats on~~ our Board of Directors up for ~~election~~their strong character and business acumen and because we believe they embody the values at the ~~Annual Meeting~~core of our culture: to do the right thing, serve others, be welcoming, open and candid and have the ~~following persons have been nominated by~~ability to help the ~~Board: Anat Bird, Jennifer W. Davis,~~Company grow and ~~Christopher T. Gheysens, each of whom currently serves on the Board of Directors. Each has been nominated for~~improve:
For a three-year term expiring on the date of our Annual Meeting of Stockholders to be held in ~~2021.    You can find information about all of our current directors and director nominees beginning on page five~~.2025:
· Mr. Francis B. Brake
· Ms. Karen Dougherty Buchholz
· Mr. Diego F. Calderin
· Mr. Christopher T. Gheysens
· Mr. Rodger Levenson
ABOUT OUR BOARD OF DIRECTORS AND THE COMPANY
~~The~~Our Board of Directors ~~recommends~~consists of 14 members and is divided into three “classes,” with each class serving for a ~~vote FOR each~~term of three years. Five directors have terms that expire at the ~~three nominees~~2022 Annual Meeting. Mr. Mark Turner will not be standing for ~~director, FOR ratification of the appointment of KPMG LLP~~renomination 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~~part of our ~~named executive officers.~~
~~Why are you sending me~~long-term succession planning; as a ~~proxy card? What am I going to do with it?~~
~~To hold~~result, following the Annual Meeting, our Board of Directors will consist of 13 members. Each of the nominees are current directors of WSFS and have been recommended by the Corporate Governance and Nominating Committee. We provide more information about our directors, director nominees and our Executive Leadership Team, including our executive officers on the following pages. Currently, all directors of WSFS also serve as directors of the Bank.
ABOUT YOUR VOTE
· 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.
· We permit cumulative voting for the election of directors, meaning that if, for example, there are three seats up for election in a given class, if you own 100 shares, you have 300 votes to distribute among the nominees as you see fit. You can distribute them equally and cast 100 votes for each nominee or you may give more votes to certain nominees, even giving all 300 votes to a single nominee if you wish. Refer to the section titled “Meeting and Other Information” for more information about how to exercise cumulative voting.
· Executed proxies received from holders of common stock of WSFS will be voted for the election of such nominees unless marked to the contrary.
· If any nominee becomes unable to serve, which is not anticipated, the proxy will be voted for a substitute nominee to be designated by our Board of Directors or the number of directors will be reduced.
· Abstentions and broker non-votes are treated as present for quorum purposes only and 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.
· The proxies cannot be voted for a greater number of persons than the number of nominees named.

The Board of Directors recommends a vote FOR each of the nominees listed on the following pages.
WSFS Bank   2022 Proxy Statement 11
Biographies of Director Nominees

Francis B. Brake
Age: 58
Director since: 2014
Committees:
Corporate Governance & Nominating Committee
Personnel & Compensation Committee
Corporate Development Committee
Delivery Transformation Subcommittee
Francis B. Brake, 58, has been a director of WSFS Financial Corporation since 2014. His current term expires at the 2022 Annual Meeting of Stockholders. Mr. Brake brings expertise in marketing, entrepreneurship, innovation, product development, business partnerships, financial services, and executive leadership to our Board of Directors.
Experience:
•   President and Co-Founder of Epic Research, LLC (2007 to present)
•   Managing Director and Chief Marketing Officer for Juniper Bank/ Barclaycard US (2000 to 2007)
•   Various positions including Executive Vice President, Marketing at First USA Bank (1994 to 2000)
Board Service and Memberships:
•   Board of Directors of Smarter Agent, LLC
•   Board of Directors of the Chester Foundation
•   Former director of Barclays Bank Delaware
Education:
•   Bachelor of Arts in Government from The College of William and Mary
•   Master of Business Administration from The Darden Graduate School of Business, University of Virginia
Karen Dougherty Buchholz
Age: 55
Director since: 2019
Committees:
Corporate Governance & Nominating Committee
Personnel & Compensation Committee
Corporate Development Committee
Wealth Management Fiduciary Committee
Karen Dougherty Buchholz, 55, has been a director of WSFS Financial Corporation since March 2019. Her current term expires at the 2022 Annual Meeting of Stockholders. Ms. Buchholz provides our Board of Directors with extensive public company oversight and leadership experience, knowledge of local and national markets, technology expertise and experience outside the financial services industry.
Experience:
•   Executive Vice President of Administration of Comcast Corporation (May 2020 to present)
•   Chief Diversity Officer of Comcast Corporation (December 2019 to October 2020)
•   Senior Vice President of Administration of Comcast Corporation (March 2014 to May 2020)
•   Trustee of Beneficial Bank (2009 to 2014)
Board Service and Memberships:
•   Board of Directors of FS Credit Real Estate Income Trust
•   Board of Trustees of Drexel University
•   Global Board of Directors of Women in Cable Telecommunications
•   Board of Directors of the Museum of the American Revolution
•   Board of Directors of the Philadelphia Convention and Visitors Bureau
•   Former director of Beneficial Bancorp. Inc. (“Beneficial”)
Education:
•   Undergraduate degree from Dickinson College
•Master’s degree in organizational dynamics from the University of Pennsylvania

WSFS Bank   2022 Proxy Statement 12

Christopher T. Gheysens
Age: 50
Director since: 2017
Committees:
Corporate Development Committee
Audit Committee
Wealth Fiduciary Audit Committee
Executive and Risk Committee
Personnel & Compensation Committee
Delivery Transformation Subcommittee
Christopher T. Gheysens, 50, has been a director of WSFS Financial Corporation since 2017. His current term expires at the 2022 Annual Meeting of Stockholders. Mr. Gheysens brings finance, auditing, strategic planning, retail operations, local and national market, and executive leadership expertise to our Board of Directors from his experience with Wawa, Inc. a chain of more than 920 convenience stores and background as an accountant.
Experience:
•  President & Chief Executive Officer of Wawa, Inc. (2013 to present)
•  Chief Financial and Administrative Officer of Wawa, Inc. (January 2007 to December 2012)
Board Service and Memberships:
•  Trustee on Villanova University’s Board of Trustees
•  Children’s Hospital of Philadelphia Board of Overseers
•  Chairman of the Children’s Hospital of Philadelphia’s Board of Trustees
•  Former director of the National Association of Convenience Stores (NACS)
•  Former chairperson of the Dean’s Advisory Council for the Villanova School of Business
•  Former member of the Economic and Community Advisory Committee for the Federal Reserve Bank of Philadelphia
Education:
•  Bachelor of Science in Accountancy from Villanova University School of Business
•  Master of Business Administration from Saint Joseph’s University
• Former Certified Public Accountant in New Jersey

Rodger Levenson
Age: 61
Director since: 2020
Committees:
Executive and Risk Committee
Corporate Development Committee
Delivery Transformation Subcommittee
Rodger Levenson, 61, has been Chairman of our Board of Directors since January 1, 2020. His term expires at the 2022 Annual Meeting of Stockholders. Mr. Levenson brings extensive banking, finance, lending, risk management, regulatory, mergers and acquisitions, governance, executive management, and local market expertise to our Board of Directors.
Experience:
•    President and Chief Executive Officer of WSFS (January 2019 to present)
•  Executive Vice President and Chief Operating Officer of WSFS (July 2017 to December 2018)
•Executive Vice President and Chief Corporate Development Officer of WSFS (June 2016 to July 2017)
•  Interim Executive Vice President and Chief Financial Officer of WSFS (April 2015 to June 2016)
•  Executive Vice President and Chief Commercial Banking Officer of WSFS (2006 to April 2015)
•  Senior Vice President and Manager at Citizens Bank (2003 to 2006)
Board Service and Memberships:
•  Board of Directors of The Chamber of Commerce for Greater Philadelphia
•  Board of Directors of Delaware State Chamber of Commerce
•  Member of the Delaware Business Roundtable
•  Executive Board Member of The Wilmington Alliance
•  Former chairman and director of the Delaware Bankers Association
Education:
•  Bachelor of Business Administration in Finance from Temple University
•  Master of Business Administration from Drexel University
•  Leadership courses at the Wharton School of Business, Center for Creative Leadership, and Harvard University School of Business

WSFS Bank   2022 Proxy Statement 13

Diego F. Calderin
Age: 60
Director since: 2022
Committees:
Delivery Transformation Subcommittee
Wealth Management Fiduciary Committee
Diego F. Calderin, 60, has been a director of WSFS Financial Corporation since 2022 when he was appointed to our Board of Directors pursuant to the Agreement and Plan of Merger, dated March 9, 2021, by and between WSFS Financial Corporation and Bryn Mawr (the "Merger Agreement"). His current term expires at the 2022 Annual Meeting of Stockholders. Mr. Calderin's significant experience in the technology, wealth management and financial services industries brings to our Board of Directors critical skills in these key areas affecting our business.
Experience:
•  Co-founder and Managing Partner of Banbury Systems (a data acquisition platform company which provides inventory tracking using highly advanced RFID readers with GPS and cellular transmission) (January 2016 to December 2020)
•  Co-founder and Chief Technology Officer of Anexinet (an award- winning Digital Systems Integration company) (January 2000 to December 2014)
Board Service and Memberships:
•  Former director of Bryn Mawr and The Bryn Mawr Trust Company ("Bryn Mawr Trust")
•  Former member of Board of Trustees for LaSalle University
•  Former member of Board of Trustees of Haverford Trust Company
•  Former Board Chairman of CVIM, a philanthropic organization that provides healthcare services to the working poor of Chester County, PA
Education:
•  Bachelor of Arts in Computer Sciences from LaSalle University
•Master’s degree in engineering from Pennsylvania State University
WSFS Bank   2022 Proxy Statement 14
Other Continuing Directors

Anat Bird
Age: 70
Director since: 2010
Committees:
Corporate Development Committee
Audit Committee
Wealth Fiduciary Audit Committee
Delivery Transformation Subcommittee
Wealth Management Fiduciary Committee
Anat Bird, 70, has been a director of WSFS Financial Corporation since 2010. Her current term expires at the 2024 Annual Meeting of Stockholders. Ms. Bird brings a broad range of banking experience as well as strategic planning, mergers and acquisitions, regulatory, risk, financial, and executive management experience from a national and global perspective to our Board of Directors.
Experience:
•  President and Chief Executive Officer of SCB Forums, LTD (1994 to present)
•  President and CEO of California Community Bancshares (March 2001 to November 2001)
•  Executive Vice President of Wells Fargo Bank (1997 to 2001)
•  Senior Executive Vice President, Chief Operating Officer of Norwest Bank (1997 to 2001)
•  Senior Executive Vice President, Chief Operating Officer of Norwest Bank (1997 to 2001)
Board Service and Memberships:
•  Board of Directors for MidFirst Bank in Oklahoma City, Oklahoma (2003 to present)
•  Former member of the Boards of Sterling Bank (2002 to 2011), Sun Bancorp, Inc. (2008 to 2009), First Indiana Bank (2002 to 2007) and AmTrust Bank (2008 to 2009)
Education:
•  Bachelor of Arts in International Relations and master’s degree in International Relations and Psychology from Hebrew University in Jerusalem
•  MBA in Finance from American University
•  Diploma in Corporate Strategic Planning from the Wharton School of Business

Jennifer W. Davis
Age: 51
Director since: 2009
Committees:
Corporate Governance & Nominating Committee
Audit Committee
Wealth Fiduciary Audit Committee
Executive and Risk Committee
Jennifer W. Davis, 51, has been a director of WSFS Financial Corporation since 2009 and has served as our Lead Independent Director since 2021. Her current term expires at the 2024 Annual Meeting of Stockholders. Ms. Davis brings knowledge of human resources, technology, finance, risk management and executive leadership expertise to our Board of Directors from both a local and national perspective.
Experience:
•  Executive Vice President and Chief Operating Officer at the University of Virginia (2018 to present) overseeing the areas of finance, human resources, accounting, treasury, facilities, audit, compliance, Enterprise Risk Management, technology, public safety, and auxiliary services
•  Senior Vice President and Chief Financial Officer at George Mason University (2013 to 2018)
•  Vice President for Finance and Administration of the University of Delaware (2008 to 2013)
•  Cabinet Secretary-Director of the Office of Management and Budget for the State of Delaware (2005 to 2008)
•  Budget Director, Deputy Secretary of Education and Associate Secretary of Education for policy and administrative services for the State of Delaware (2002 to 2005)
Education:
•  Undergraduate degree in political science and master’s degree in policy analysis from Pennsylvania State University

WSFS Bank   2022 Proxy Statement 15

Michael J. Donahue
Age: 63
Director since: 2019
Committees:
Corporate Development Committee
Audit Committee
Wealth Fiduciary Audit Committee
Executive and Risk Committee
Wealth Management Fiduciary Committee
Michael J. Donahue, 63, has been a director of WSFS Financial Corporation since March 2019. His current term expires at the 2024 Annual Meeting of Stockholders. Having served on the board of directors for a total of 20 public and private corporation, Mr. Donahue provides our Board of Directors with significant risk management and public company oversight experience, technology strategy and information systems experience, and experience in mergers and acquisitions at a local and national level.
Experience:
•  Donahue Consulting, Inc. (2015 to present)
•  Advisor to NewSpring Capital (2015 to present)
•  Trustee and then director of Beneficial (2015 to 2019)
•  Group Executive Vice President and Chief Operating Officer of KPMG Consulting, Inc. following its spin-off led by Mr. Donahue (February 2000 to February 2005)
•  Managing Partner, Consulting of KPMG Consulting, Inc. (1991 to 2000)
Board Service and Memberships:
•  Member of the Provost’s Board of Villanova University and endowed the Donahue Family Analytics Program at the Villanova School of Business.
•  Independent director of Gluware (February 2021-present)
•  Independent director of SiteSpect (2015- present)
•  Former independent director of Mobiquity (2014-2020)
•  Former member of the Board of Directors of KPMG LLP (US), KPMG Consulting KK (Japan) and Chairman of the Supervisory Board of KPMG Consulting AG (Germany, Austria and Switzerland)
Education:
•  Bachelor’s degrees in economics and history from the University of Pennsylvania
•  International Management Program at the Wharton School of Business

Nancy J. Foster
Age: 60
Director since: 2020
Committees:
Audit Committee
Wealth Fiduciary Audit Committee
Executive and Risk Committee
Nancy J. Foster, 60, has been a director of WSFS Financial Corporation since November 2020. Her current term expires at the 2023 Annual Meeting of Stockholders. Ms. Foster brings an extensive knowledge of commercial banking, risk management, commercial lending and business transformation.
Experience:
•  President and Chief Executive Officer of The Risk Management Association (RMA), where she works with the board, chapters, regulators and institutional members to advance sound risk management practices among financial institutions (December 2017 to present)
•  Executive Vice President, Chief Risk Officer and Head of Personal Financial Services at Park Sterling Bank (November 2010 to November 2017)
•  Chief Risk Officer of CIT Group, Inc. (2007 to 2010)
•  Group Senior Vice President and several roles in middle market lending and credit risk management at LaSalle Bank Corporation (1983 to 2006)
Education:
•  Bachelor’s degrees in finance and economics from Illinois State University
•  Master’s degree in business administration in finance and strategy from the University of Chicago Booth School of Business

WSFS Bank   2022 Proxy Statement 16

Eleuthère I. du Pont
Age: 55
Director since: 2013
Committees:
Corporate Governance & Nominating Committee
Personnel & Compensation Committee
Audit Committee
Wealth Fiduciary Audit Committee
Wealth Management Fiduciary Committee
Eleuthère I. du Pont, 55, has been a director of WSFS Financial Corporation since 2013. His current term expires at the 2023 Annual Meeting of Stockholders. He served as our Lead Independent Director from 2016 to 2021. Mr. du Pont brings significant expertise in corporate governance, accounting, finance, operations, retail, information technology and investment management to our Board of Directors.
Experience:
•  President of the Longwood Foundation, a private foundation principally supporting charitable organizations (2008 to present)
•  Senior Vice President, Operations and Chief Financial Officer of drugstore.com (2007 to 2008)
Board Service and Memberships:
•  Director of E.I. du Pont de Nemours and Company (serving as an ex-officio member of the Board during the merger of equals with Dow)
Education:
•  Bachelor of Science degree in Mechanical Engineering
•  Master’s degree in Business Administration from Stanford University

Francis J. Leto
Age: 62
Director since: 2022
Committees:
Executive and Risk Committee
Wealth Management Fiduciary Committee
Francis J. Leto,62, has been a director of WSFS Financial Corporation since 2022 when he was appointed to our Board of Directors pursuant to the Merger Agreement. His current term expires at the 2023 Annual Meeting of Stockholders. Mr. Leto's deep and comprehensive knowledge of the entire Bryn Mawr organization and its operations, background as a lawyer, many years of experience in real estate, corporate and business development, along with his service to several local foundations and non-profits brings significant value to our Board of Directors.
Experience:
•  Chief Executive Officer of Bryn Mawr and Bryn Mawr Trust (January 2015 to January 2022)
•  President of Bryn Mawr (May 2014 to January 2022)
•  President of Bryn Mawr Trust (May 2014 to December 2017)
•  Chief Operating Officer of Bryn Mawr (May 2014 to December 2014)
•  Executive Vice President and head of Bryn Mawr Trust’s Wealth Management Division from (2009 to 2014)
•  General Counsel of Bryn Mawr Bank (2012 to 2014)
Board Service and Memberships:
•  Former director of Bryn Mawr and Bryn Mawr Trust
•  Former Chairman and Trustee of Bryn Mawr Trust’s proprietary mutual fund, BMT Investment Funds, an SEC-registered investment company
Education:
•  Bachelor of arts in political science from St. Joseph’s University
•  Juris doctorate from the Delaware Law School at Widener University

WSFS Bank   2022 Proxy Statement 17

Lynn B. McKee
Age: 66
Director since: 2022
Committees:
Personnel & Compensation Committee
Lynn B. McKee, 66, has been a director of WSFS Financial Corporation since 2022 when she was appointed to our Board of Directors pursuant to the Merger Agreement. Her current term expires at the 2024 Annual Meeting of Stockholders. Ms. McKee brings to our Board of Directors extensive corporate level and day-to-day experience in employment, compensation and benefits matters at the regional, national and international levels.
Experience:
•  Executive Vice President, Human Resources for ARAMARK (NYSE: ARMK), a global leader in food, facilities and uniform services (2004 to present), with Board level responsibilities for all human resources issues at ARAMARK, including compensation, benefits, talent management and labor and employee relations, and is the point person for all matters related to ARAMARK’s Executive Leadership Team.
•  Several key positions for ARAMARK (1980 to 2004), including Director of Employee Relations, Vice President Executive Development, and Compensation and Senior Vice President Human Resources, ARAMARK Global Food, Hospitality and Facility Services.
Board Service and Memberships:
•  Former director of Bryn Mawr and Bryn Mawr Trust
•  St. Joseph's University Board of Trustees (2007 to 2016)
Education:
•  Bachelors’ degree in accounting from St. Joseph’s University
•Master of Business Administration from Drexel University

David G. Turner
Age: 57
Director since: 2013
Committees:
Corporate Governance & Nominating Committee
Personnel & Compensation Committee
Audit Committee
Wealth Fiduciary Audit Committee
Delivery Transformation Subcommittee
David G. Turner, 57, has been a director of WSFS Financial Corporation since 2013. His current term expires at the 2023 Annual Meeting of Stockholders. Mr. Turner brings significant expertise in banking and financial markets with experience in the areas of P&L management, product development, marketing, sales, analytics, technology, channels and customer experience.
Experience:
•  Managing Partner for Financial Services for all Consulting in North America for IBM (June 2019 to present)
•  Vice President & Partner, Service Line Leader for North America Global Business Services for IBM (August 2013 to June 2019)
•  Former Global Industry Leader, Financial Services Big Data, Analytics and Cognitive Industry Platforms in the Global Services Division for IBM (August 2010 to May 2013)
•  Founder of Sovereign Partners Consulting, LLC working with key major banking clients worldwide focusing on strategy and IT consulting (2009 to 2010)
Board Service and Memberships:
•  Distinguished Industry Leader - Banking/Financial Markets - IBM’s Industry Academy
•  Former Chairman of the Board of Trustees of Delaware State University
• Former Director of the US Chamber of Commerce
Education:
•  Bachelor of Science in Computer Science/Mathematics from Delaware State University
•  Master of Sciences in MIS from Fairleigh Dickenson University
•  Dartmouth-Amos Tuck Executive MBA Education Program

WSFS Bank   2022 Proxy Statement 18
Our Director Nomination and Selection Process
The Corporate Governance and Nominating Committee is responsible for identifying and recommending qualified individuals as candidates for membership on our Board of Directors. It solicits recommendations from our officers, and also considers and evaluates candidates recommended by our stockholders. For more information on how to submit a recommendation for a director candidate, see “Meeting and Other Information” below.
After reviewing the recommendations of the Corporate Governance and Nominating Committee, our Board of Directors considers the individuals’ qualifications and nominates the candidates for your consideration.
Our Board of Directors and the Corporate Governance and Nominating Committee considers:
Our Board of Directors’ current makeup to assure director candidates possess a wide range of leadership accomplishments, skills, knowledge and experience described in the proxy summary section;
Directors’ and nominees’ knowledge about the business activities and market areas in which we ~~need~~and our subsidiaries engage;
Whether a candidate possesses a breadth of knowledge and experience to enable him or her to make a meaningful contribution to the governance of a complex, multi-billion dollar financial institution;
Corporate values and culture, including diverse perspectives, experiences, and backgrounds, such as geography, age, gender, race and ethnicity; and
Candidates’ prominence in their fields and management experience.
The Corporate Governance and Nominating Committee engages a third-party consulting firm to assist in identifying future nominees to help build a more diverse Board of Directors with the appropriate expertise and talents that will continue to contribute to the success of WSFS. This consultant also assists with evaluating, interviewing and performing reference checks on potential nominees to our Board of Directors. Our consultant receives compensation for this service depending on the parameters of the research and the number of nominees. The candidates are then evaluated against the anticipated skills and experience needed on our Board of Directors.
Independence
We believe it is important to have ~~present, in person or by proxy, the holders~~a strong Board of Directors comprised of a majority of independent directors that is accountable to our stockholders. Consistent with Nasdaq Stock Market (“Nasdaq”) director independence listing standards, our Board Principles and Guidelines and SEC requirements, our Board of Directors carefully evaluates any circumstances, transactions or relationships that we believe could have an impact on whether or not the members of our Board of Directors are independent of us and our subsidiaries, including the Bank, and are able to conduct their duties and responsibilities as directors without any personal interests that would interfere or conflict with those duties and responsibilities. A director will be considered independent if our Board of Directors has affirmatively determined (i) that the director does not have a direct or indirect material relationship with WSFS ~~common stock outstanding~~ as a partner, stockholder, or Associate of ~~March~~either WSFS or another related entity and (ii) that there are no other factors that would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.
Our Board of Directors carefully considers all relevant information when determining independence status, including, but not limited to, banking, employment, compensation, consulting fees, advisory fees, related organizations, charitable contributions, board and committee positions (both at WSFS and other companies), affiliations, commercial transactions, relationships with our auditor, payments for property or services and other relationships and transactions involving each director or immediate family member and their related interests and the Company.
Other than Mr. Levenson, Mr. M. Turner and Mr. Leto, our Board of Directors has determined that each director who either served on the Board of Directors during the year ended December 31, 2021 or currently serves on our Board of Directors, and each nominee is independent under Nasdaq director independence listing standards.

WSFS Bank   2022 Proxy Statement 19
Board Structure and Roles
Leadership
The leadership of our Board of Directors is comprised of: (i) our Chairman (who also serves as our President and CEO), (ii) our Lead Independent Director and (iii) our committee chairs.
Chairman
Rodger Levensonwas elected Chairman of our Board of Directors (“Chairman”) effective January 1, ~~2018, which is~~2020 and has served as our President and CEO since January 2019. He was elected Chairman because of his unique experience and extensive knowledge of WSFS and local markets, leadership qualities, business acumen and standing in the ~~record date to determine which stockholders will receive notice~~community. The Chairman participates in other committees of our Board of Directors in an advisory manner, recommends the appointment of committee chairs and committee members, ensures committee rotation, develops the agendas of the Board and Annual ~~Meeting~~Meetings and represents our Board of Directors in the community.
Our Board of Directors reviews its leadership structure annually. Our Board of Directors determines whether the Chairman and CEO roles will be ~~entitled~~held by the same person based on its assessment of what is in the best interests of the Company and its stockholders at a given point in time, the leadership qualities and experience of the individual, and the composition of our Board of Directors. At the time of Mr. Levenson’s election, our Board of Directors considered whether to ~~vote at~~combine the ~~Annual Meeting. As~~roles of Chairman and CEO, and ultimately determined that ~~date, there were 31,404,879 shares~~a combined role was the best way to implement WSFS’ strategic plan. Furthermore, our Board of Directors continues to evaluate the combined role and in light of the acquisition of Bryn Mawr and the technological evolution of WSFS ~~common stock outstanding. We~~and has determined that, during this period of change, a single point of leadership is in the best interests of WSFS. Mr. Levenson’s service as both Chairman and CEO reflects his strategic vision and leadership of WSFS through a period of strong performance and highly disciplined growth.
Our Board of Directors also recognizes the need for strong independent perspectives. Therefore, when the Chairman and CEO roles are ~~providing you~~combined, our Board of Directors requires that the appointment of the Lead Independent Director be approved by a majority vote from all independent directors.
Lead Independent Director
Jennifer W. Davis has been our Lead Independent Director since July 2021. From July, 2016 through June 2021, Eleuthère I. du Pont served as our Lead Independent Director. The Lead Independent Director is an independent director and has been designated by our Board of Directors to lead our Board of Directors in fulfilling its duties effectively, efficiently, and independently of management.
The Lead Independent Director presides at meetings of our Board of Directors at which the Chairman is not present, collaborates with the Chairman and the independent directors, meets with the independent directors without management present, provides input on and approves the meeting agendas, ensures delegated committee functions are carried out, evaluates the effectiveness of our Board of Directors and its committees, including oversight of the annual Board self-evaluation process; and consultation and/or direct communication with major stockholders.
Collaboration Between the Chairman and Lead Independent Director
Our Chairman and Lead Independent Director connect our management and our Board of Directors to support our Board of Directors working as a ~~proxy card so~~cohesive team, including by:
· Providing adequate resources to our Board of Directors by way of full, timely, and relevant information;
· Facilitating appropriate continuing education;
· Arranging adequate orientation for new directors;
· Meeting with individual directors;
· Maintaining a process for monitoring legislation and best practices which relate to the responsibilities of our Board of Directors;
· Recommending the retention of advisers and consultants; and
· Ensuring that committee members have appropriate input to the proxy statement relating to their committees.
Committee Chairs
Our committee chairs are responsible for the development, management, effective performance of their individual committees, and provide leadership to our Board of Directors regarding all aspects related to their committee’s work.

WSFS Bank2022 Proxy Statement 20
Committees
Our Board of Directors has established several committees: the Audit Committee, the Corporate Governance and Nominating Committee, the Executive and Risk Committee, the Personnel and Compensation Committee, the Corporate Development Committee and the Delivery Transformation Subcommittee, a subcommittee of the Corporate Development Committee, and the Board of Directors of Wilmington Savings Fund Society, FSB ("WSFS Bank") has established a Wealth Management Fiduciary Committee and a Wealth Management Fiduciary Audit Committee. Our Board of Directors has the authority to establish or eliminate existing committees, and the committee structure is reviewed annually by the Corporate Governance and Nominating Committee.
Our Board of Directors is responsible for oversight of material risks to our operations, including those that ~~your shares~~are environmental, social and governance in nature, as well as oversight of our ESG efforts generally.
Audit
Committee Corporate
Governance
and
Nominating
Committee Executive
and Risk
Committee Personnel and
Compensation
Committee Corporate
Development
Committee Delivery
Transformation
Subcommittee⁽¹⁾ Wealth
Management
Fiduciary
Committee⁽²⁾ Wealth
Management
Fiduciary
Audit
Committee⁽²⁾
Anat Bird ✓ ✓ ✓ ✓ ✓
Karen D. Buchholz ✓ ✓ ✓ ✓
Francis B. Brake ✓ C ✓ C
Diego F. Calderin ✓ ✓
Jennifer W. Davis ✓ C ✓ ✓
Michael J. Donahue ✓ ✓ ✓ ✓
Eleuthère I. du Pont ✓ ✓ ✓ ✓ ✓
Nancy J. Foster ✓ ✓ C ✓
Christopher T. Gheysens ✓ ✓ ✓ ✓ ✓ ✓
Francis J. Leto ✓
Rodger Levenson⁽³⁾ C C ✓ ✓
Lynn B. McKee ✓
David G. Turner C ✓ ✓ ✓ C
Mark A. Turner⁽⁴⁾ ✓ ✓ ✓
2021 Meetings (#) 7 4 27 8 5 6 6 4

C = Chair
(1) Delivery Transformation Subcommittee is a subcommittee of the Corporate Development Committee.
(2) The Wealth Management Fiduciary Committee and Wealth Management Fiduciary Audit Committee are committees of the Bank Board of Directors.
(3) During 2021, Mr. Levenson routinely attended Corporate Governance and Nominating, Audit, Wealth Management Fiduciary Audit, and Personnel and Compensation Committee meetings at the discretion and invitation of the committee chairs for the purpose of providing his institutional knowledge and insight. He did not attend executive sessions or discussions that were related to him and does not have voting rights.
(4) Mr. M. Turner’s current term expires at the 2022 Annual Meeting of Stockholders and he will not seek reelection as part of our previously announced long-term succession plan.
Committee Membership
The Corporate Governance and Nominating Committee makes recommendations to our Board of Directors for appointments to the committees of our Board of Directors, taking into consideration recommendations from our Chairman. All committees must be comprised of at least three directors, and directors may serve on more than one committee. Our Board of Directors makes a final appointment after a majority decision is reached. Each Committee elects its Chair in a process overseen by the Corporate Governance and Nominating Committee. While the Audit Committee, Personnel and Compensation Committee and Corporate Governance and Nominating Committee are fully independent, all other committees of our Board of Directors should have a majority of independent directors. Generally, independent directors should serve on a balanced number of committees. All directors should rotate and serve on all committees (other than the three core committees that are completely independent), including at least one to two years on the Executive and Risk Committee. However, the Corporate Governance and Nominating Committee may rotate standing committee members periodically. Committee members should serve no more than seven consecutive years on a particular committee.
WSFS Bank2022 Proxy Statement 21
Audit Committee Corporate Governance and Nominating Committee
MEMBERS:
Chair:
David G. Turner
Chair:
Jennifer W. Davis
Members:
Michael J. Donahue, Vice Chair
Anat Bird
Jennifer W. Davis
Eleuthère I. du Pont
Nancy J. Foster
Christopher T. Gheysens
Members:
Karen D. Buchholz, Vice Chair
Francis B. Brake
Eleuthère I. du Pont
David G. Turner
KEY RESPONSIBILITIES:
•   Assisting our Board of Directors in overseeing our internal control over financial reporting, disclosure controls and procedures, and other internal controls;
•   Overseeing the Company’s internal audit and loan review function and its independent registered public accounting firm;
•   Reviewing the Company’s earnings and financial statements;
•   Establishing procedures for treatment of confidential, anonymous complaints;
•   Reviewing the selection of the Company’s lead external audit partner pursuant to the rotation policy (five years); and
•   Approving and recommending the selection of the independent registered public accounting firm.
•   Supervising the adoption of corporate governance guidelines and policies applicable to the Company;
•   Recommending qualified nominees for election to our Board of Directors and its committees;
•   Reviewing Board compensation;
•   Overseeing the evaluation of our Board of Directors and management;
•   Managing Board succession and assisting our Board of Directors with CEO succession; and
•   Reviewing and providing oversight over all related party transactions to ensure that no conflict of interests exists.
MEMBERSHIP:
Each member of the Audit Committee is “independent” as defined in the listing standards of Nasdaq and also meets the independence criteria set forth in Rule 10A-3 under the Exchange Act.
Christopher T. Gheysens meets the SEC’s definition of “audit committee financial expert” for the Audit Committee.
For bank regulatory purposes, David G. Turner is also considered a banking and financial expert.
Each member of the Corporate Governance and Nominating Committee is “independent” as defined in the listing standards of Nasdaq.
MEETINGS:
The committee held 7 meetings and met regularly in executive sessions during 2021. The committee held 4 meetings and met regularly in executive sessions during 2021.
WSFS Bank2022 Proxy Statement 22
Executive and Risk Committee Personnel and Compensation Committee
MEMBERS:
Chair:
Rodger Levenson
Chair:
Francis B. Brake
Members:
Mark A. Turner, Vice Chair
Christopher T. Gheysens
Jennifer W. Davis
Michael J. Donahue
Nancy J. Foster
Frank J. Leto
Members:
Christopher T. Gheysens, Vice Chair
Karen D. Buchholz
Eleuthère I. duPont
David G. Turner
Lynn B. McKee
KEY RESPONSIBILITIES:
•   Overseeing the operation of the Company’s Enterprise Risk Management (“ERM”) framework and Company’s risk appetite statement and the alignment of the Company’s risk appetite with the Company’s strategic, capital and financial plans;
•   Approving and recommending the ERM framework and the risk appetite statement to our Board of Directors for approval;
•   Reviewing reports on selected risk topics, including emerging risks and cybersecurity;
•   Reviewing and discussing with management significant regulatory reports and reported risk management deficiencies of the Company and remediation plans related to risk management;
•   Reviewing routine items needing the approval of our Board of Directors (such as large lending relationships) summary credit quality reports, and to review and approve for submission to our Board of Directors for its approval of the Company’s key risk policies; and
•   Reviewing and approving all insider loans or lending relationships in accordance with the Company’s written policy.
•   Providing oversight and guidance with respect to personnel and compensation policies and practices;
•   Enabling the Company to create and maintain competitive programs;
•   Ensuring that personnel and compensation policies support the Company’s strategic mission and comply with all applicable legal and regulatory requirements;
•   Overseeing the executive compensation programs and management’s implementation of compensation programs;
•   Reviewing and approving an annual report on executive compensation and Associate incentive compensation plans prepared by our risk officers;
•   Reviewing and making recommendations to our Board of Directors with respect to the CEO’s compensation without the CEO’s presence;
•   Looking to the Company’s overall strategy and the results on the most recent “Say on Pay;”
•   Reviewing the Executive Compensation Discussion and Analysis (“CD&A”) the compensation risk assessment and the Compensation Committee report and recommending to our Board of Directors their approval and inclusion in this proxy.
MEMBERSHIP:
A majority of the members of the Executive and Risk Committee are "independent" as defined by the listing standards of Nasdaq. In addition, Ms. Foster and Mssrs. Leto, Levenson and Turner have risk management expertise and experience.
Each member of our Personnel and Compensation Committee is “independent” as defined by the listing standards of Nasdaq. In addition, the members of the Personnel and Compensation Committee each qualify as independent under Rule 10C-1 under the Exchange Act.
MEETINGS:
The committee held 27 meetings and met regularly in executive sessions during 2021. The committee held 8 meetings and met regularly in executive sessions during 2021.
WSFS Bank2022 Proxy Statement 23
Corporate Development Committee
The Corporate Development Committee assists our 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. The committee is chaired by Mr. Levenson. The committee held 5 meetings and met regularly in executive sessions during 2021.
Delivery Transformation Subcommittee
The Delivery Transformation Subcommittee, a subcommittee of the Corporate Development Committee, assists our Board of Directors and management in developing and implementing our Delivery Transformation strategy. The Delivery Transformation Subcommittee includes members of our Board of Directors and meets at least six times per year. The committee is chaired by Mr. Brake The committee held 6 meetings and met regularly in executive sessions during 2021.
Committee Charters
Copies of the Audit Committee Charter, Corporate Governance and Nominating Committee Charter. Executive and Risk Committee Charter, Personnel and Compensation Committee Charter, Corporate Development Committee Charter and Delivery Transformation Subcommittee Charter can be ~~counted~~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”).
WSFS Bank2022 Proxy Statement 24
Board Policies
Board of Directors Role in Risk Management Oversight
The Executive and Risk Committee reports regularly to the Board of Directors on its activities with respect to oversight of risk management. Our Board of Directors is responsible for the oversight of the management of our risk exposures to help ensure that the Company is operating within risk appetites approved by our Board of Directors. Our 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 our Board of Directors, the Executive and Risk Committee and our Executive Leadership Team. As a result of this involvement, our Board of Directors has concluded that the risk implicit in our strategic plan is appropriate and that expected risks are commensurate with the expected rewards. Our Board of Directors oversees and reviews management’s implementation of systems to manage these risks.
The risk management system is designed to inform our Board of Directors of material risks and create an appropriate enterprise-wide culture of risk awareness. Our Board of Directors periodically receives reports and other information on areas of material risk to the Company, including credit, liquidity, market/interest rate, compliance, operational, technology, cybersecurity, strategic, financial and reputational risks, and these reports enable our 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 and update the RAS quarterly;
· Establish risk appetite statements and key risk indicators by risk area as approved by the Executive and Risk Committee;
· Monitor risk metrics (“Key Risk Indicators” or “KRIs”) and report to Executive Leadership Team and our Board of Directors quarterly;
· 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 our Board of Directors has a role in risk oversight as ~~present~~described in greater detail in the description of each committee’s role and responsibilities and the committee’s charter.
Attendance at ~~the~~Board of Directors and Committee Meetings and Annual Meeting ~~and can be voted at the meeting even if you do not~~
All directors are expected to attend the Annual Meeting except for absences due to causes beyond their reasonable control. All directors except Eleuthère du Pont and Christopher Gheysens were present at last year’s Annual Meeting.
During the year ended December 31, 2021, our Board of Directors held 10 meetings. All of the directors attended more than 75% of the total meetings of our Board of Directors. All of our Directors attended at least 75% of their total committee meetings during the year.
Board Refreshment and Succession Philosophy
We believe that one of the most important responsibilities of a high- performing board of directors is ensuring that it actively plans for and accomplishes its own succession. Our Board of Directors actively participates in ~~person.~~the succession planning process by reviewing the structure and needs of our Board of Directors annually or more as the need arises, so that we continue to build a diverse Board of Directors with expertise and talents that will continue to contribute to the success of WSFS.
~~Your shares~~Our Board of Directors does not believe in setting term limits for directors because directors who still meet the qualifications for Board membership and still possess industry knowledge and expertise are valuable to WSFS and our Board of Directors. Each Board member understands that the rest of our Board of Directors will actively consider his or her reappointment at the end of his or her current term. Through this performance-based process, our Board of Directors will ensure it retains active, independent, and knowledgeable directors who retain a collegial perspective. In addition, directors will be ~~voted~~assessed annually to ensure they still meet the qualifications for Board membership.
Upon expiration of Mr. M. Turner’s term at the 2022 Annual Meeting, the WSFS Board will be comprised of 13 members. Following the acquisition of Bryn Mawr, our Board of Directors concluded that the transition would be facilitated by including members of Bryn Mawr’s board on our Board of Directors. Our Board of Directors also believes that relatively smaller boards (while still of ample size and diversity) are generally more effective than relatively larger boards and sets the organizational tone for a lower internal cost structure in ~~accordance~~an industry that is continuously challenged by growing cost burdens and significant pricing competition, and fits with one of our key strategic advantages, namely, faster and more entrepreneurial decision-making. Our continual refreshment of our Board of Directors membership and periods of transition related to merger and acquisition activities may result in short-term increases above what our Board of Directors has identified as the optimal long-term size range, which is 10 to 12 directors.

WSFS Bank2022 Proxy Statement 25
CEO and Management Succession Planning
Management believes our Associates are the core of our strategy, the lifeblood of our culture, and our greatest competitive advantage. Overseeing talent is a serious responsibility and one that receives our ongoing, focused attention our team. Our CEO takes primary responsibility for management succession and because planning leadership succession is of critical importance, it is a shared responsibility among our Executive Leadership Team with oversight from our Board of Directors. Quarterly, our Executive Leadership Team conducts an extensive assessment of our Associates to identify internal talent, plan for their development, and identify potential successors to ensure the continued, smooth operations of WSFS and to transfer institutional knowledge.
The 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 Leadership Team with respect to talent and leadership development and succession planning. Our Board of Directors directly oversees CEO succession planning, most recently culminating in the transition of Mr. Levenson to President and CEO in 2019, pursuant to a disciplined and well-executed succession plan executed over a five-year period.
Classified Board Structure
Our Board of Directors regularly reviews the subject of a classified Board of Directors. In considering a classified board, our Corporate Governance and Nominating Committee and full Board of Directors weigh various stockholders’ issues with the ~~instructions you provide~~high engagement and institutional knowledge of our Board of Directors that provides continuity of a high-performing engagement model for our management team. We believe that a classified board creates alignment between our corporate governance principles and guidelines and the stated philosophy of managing our Company for the long-term benefit of all stakeholders.
While we believe that the evaluation of the board and management should be ultimately based on the ~~proxy card to vote either for or to withhold your vote regarding each~~performance of the ~~nominees for election as directors; to vote for, against or abstain~~Company, we also recognize that our classified board structure can create the appearance of entrenchment 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, and; to vote for, against, or abstain on the non-binding advisory vote on the compensationpart of our ~~named executive officers. If you sign and return~~Board of Directors. As a result, we have cumulative voting of shares in the ~~proxy card~~election of directors, which affords stockholders the ability to ~~us without indicating how you wish~~concentrate their votes on a single director nominee, thereby providing a means to ~~vote, we will vote your shares FOR each~~have their voice(s) heard directly at our Board of ~~the~~Directors table after a director ~~nominees, FOR ratification~~election.
Finally, if there is a need for a stockholder-initiated change to our Board 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, and FOR the non-binding advisory vote on the compensationDirectors, there is an opportunity to change approximately one-third of our ~~named executive officers.~~Board of Directors at each election. 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~~those new directors for some reason cannot make the case clear to ~~vote in accordance with~~ the ~~instructions you have received from your bank, broker, or other nominee. “Street name” stockholders who wish to vote~~“old board,” then 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 morenext election, stockholders can change another third of our ~~nominees is unable to stand for election as the result~~Board of ~~an unexpected occurrence, we may vote shares for which we hold~~Directors. That would give a ~~proxy in favor~~majority of ~~anyone we select to be a substitute nominee. Alternatively, we may reduce the size of the~~our Board of Directors to ~~eliminate~~ new representation. We think this kind of change, in much less than a two-year period, appropriately balances stockholders’ interests in
the ~~vacancy.~~
~~If I hold my shares through~~ability to send a ~~broker, will my broker vote my shares without my instructions?~~
~~If you fail~~clear signal of a need for change with the need 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,~~maintain the ~~vote to approve the WSFS Financial Corporation 2018 Incentive Plan,~~stability 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,~~continuity 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 31,404,879 shares of WSFS common stock issued and outstanding as of the record date, at least 15,702,440 shares must be present or represented by proxy at the Annual Meeting for a quorum to exist.Company.
~~How many votes does a nominee need~~Director Resignation Policy in ~~order to be elected?~~Uncontested Elections
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~~our Board of Directors and request ~~the~~our 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~~our Board of Directors will accept or reject each director’s resignation offer within 90 days of the date the resignation offer is submitted to our Board of Directors.
Director Service on Other Boards
Our directors do not serve on the boards of other public companies if the service impedes the director’s ability to effectively serve on WSFS’ Board of Directors or creates any potential material conflicts. Directors need written approval from our Board of Directors before serving on the boards of other public companies. Including our Board of Directors, no director may serve on the boards of more than three public companies or no more than two public companies for a director who is also the CEO. Any such service shall be subject to any required regulatory approval or waivers.
Board Evaluation
Annually, the Board of Directors conducts a self-evaluation to assess its performance, evaluating the members of the Board of Directors collectively and individually. In most years, this is a self-directed process; however, every third year, the Board of Directors engages a third-party consultant to conduct the evaluation, which provides an outside perspective and insights on the performance and functioning of our Board of Directors. This third-party evaluation occurred in 2021 as part of the every third year cycle.
Diversity and Board Diversity Matrix
Our Board of Directors takes a broad and thoughtful view of diversity, believing that it must understand the diversity of the Associates, Customers and communities WSFS serves and that our Board of Directors itself should reflect that diversity. We strive to achieve diversity among our Board of Directors 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 U.S. society as a whole.
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. The following matrix shows self-reported director demographic information following the Annual Meeting:

WSFS Bank2022 Proxy Statement 26
Total number of Directors = 13
Gender Identity Female Male Non-Binary Did Not Disclose
Gender
Gender Identity 5 8
Demographic Background Female Male Non-Binary Did Not Disclose
Gender
African American or Black 1
Alaskan Native or Native American
Asian
Hispanic or Latinx 1
Native Hawaiian or Pacific Islander
White 5 6
Two or More Races or Ethnicities
LGBTQ+
Did Not Disclose Demographic Background

In addition to the demographics discussed above, our Board of Directors also recognizes the value of diversity in background, education, culture, experience, generations, geography, faiths, career experiences, individual talents, and Board tenure.
Executive Sessions
Our independent directors have the opportunity to meet in executive session at each Board of Directors committee meeting and each Board of Directors meeting without non-independent directors or management present. These sessions are presided over by the Lead Independent Director and include discussions about CEO performance, compensation for non-independent directors, and other relevant board and committee matters. In addition, at least twice per year, independent directors have regularly scheduled meetings at which only independent directors are present and all independent directors are able to request additional independent directors’ sessions or meetings throughout the year.
Board of Directors’ Principles and Guidelines
In addition to directives laid out through the various committee charters, our Board of Directors has adopted a set of principles and guidelines, which guide the actions and direction of our Board of Directors. The Corporate Governance and Nominating Committee reviews these principles and guidelines regularly. A full copy of the Principles and Guidelines of our Board of Directors 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”).
Access to and Communication with our Board of Directors
This year, for the tenth 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” and click on “Corporate Governance” on the right side of our web page, then click on “2021 Letter From Management”). This letter provides additional insight on corporate governance and key philosophies that guide our Board of Directors’ oversight of the Company.
Our Board of Directors also provides access and outreach to stockholders through a number of other forums and strongly encourages communications from stockholders. Stockholders are provided regular updates through press releases and other filings with the SEC. Our Board of Directors also solicits dialogue and responds to questions from stockholders at the Annual Meeting. Questions can be asked in person or submitted through email at stockholderrelations@wsfsbank.com or by writing to WSFS Financial Corporation, Investor Relations, WSFS Bank Center, 500 Delaware Avenue, Wilmington, Delaware 19801.
During the year, stockholders who wish to send communications to the Board of Directors during the year may do so by writing to the attention of Rodger Levenson, Chairman, WSFS Bank Center, 500 Delaware Avenue, Wilmington, Delaware 19801. Communications sent to Mr. Levenson are relayed to the rest of the Board of Directors. Additionally, the Chairman of our Board of Directors and/or Lead Independent Director periodically attends investor conferences and other roadshows to solicit feedback on corporate governance from institutional stockholders.

WSFS Bank2022 Proxy Statement 27
Compensation of our Board of Directors
~~How many votes do I have?~~
~~Each share~~Our Board of ~~WSFS common stock~~Directors’ philosophy is ~~entitled~~ to one vote. We do, however, permit cumulative voting for the election of directors, meaning that because there are three seats up for election, 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~~maintain director compensation at the ~~Annual Meeting, we will distribute your votes among~~peer median. The Corporate Governance and Nominating Committee reviews Board of Directors’ compensation and committee fees annually and makes recommendations for adjustments when and where they feel appropriate. The Corporate Governance and Nominating Committee also engages an independent consultant to review director compensation levels in the ~~nominees as we see fit. If you do not want us to use cumulative voting for your shares, you may state~~market every two years. The Corporate Governance and Nominating Committee reviewed the independent consultant’s analysis in February 2020 and decided that ~~on your proxy card.~~
~~How many votes are required to approve~~given the ~~ratification~~impacts of the ~~independent registered public accounting firm?~~COVID-19 pandemic on the economy, proposed increases would be tabled and revisited again at the February 2021 committee meeting. During the February 2021 meeting, the committee approved the proposed increases effective July 2021.
A summary of Board of Directors’ annual compensation is shown in the following chart.
$ 88,333 ⁽⁴⁾
Board Retainer⁽¹⁾

Lead Independent Director Fee $ 20,000

Committee Chair Fees⁽¹⁾⁽²⁾ Audit/Wealth Management Fiduciary Audit Committee Chair $ 12,500
Corporate Development Committee Chair $ 5,500
Corporate Governance & Nominating Committee Chair $ 8,000
Delivery Transformation Subcommittee Chair $ 7,500
Personnel and Compensation Committee Chair $ 10,000
Wealth Management Fiduciary Committee Chair $ 8,000

Committee Fees and Special
Meeting Fees⁽¹⁾⁽³⁾ Audit/Wealth Management Fiduciary Audit Committee $ 13,250 ⁽⁵⁾
Corporate Development Committee $ 5,000
Corporate Governance and Nominating Committee $ 5,000
Executive and Risk Committee $ 20,000
Delivery Transformation Subcommittee $ 9,000
Personnel and Compensation Committee $ 5,000
Wealth Management Fiduciary Committee $ 5,000

(1) Board members are expected to attend 75% or more of the scheduled meetings for the committees for which they are members. A cash retainer of $53,333 is paid in July and WSFS common stock issued annually equivalent to $35,000 based upon the closing price on the second Friday in August.
(2) Because Mr. Levenson serves as the Chair of the Executive and Risk Committee, no fee is paid to him.
(3) Excludes regularly scheduled Board meetings.
(4) $53,333 cash retainer paid in July and WSFS common stock issued annually equivalent to $35,000 based on the WSFS closing price on the second Friday in August.
(5) This fee represents the combination of the Audit Committee member fee ($10,000) and the meeting attendance fee ($3,250).
WSFS Bank2022 Proxy Statement 28
Director and NEO Non-Qualified Deferred Compensation Plan
We offer a non-qualified deferred compensation plan for our executives and Board of Directors. This program allows for retainer and meeting fees to be deferred. It offers pre-tax, voluntary contributions, tax deferred earnings, investment choices and flexible payment options. The plan is solely funded by the participant and there is no matching contribution made by the Company. The plan was reviewed and approved by our Personnel and Compensation Committee and our Board of Directors.
Director Compensation Table
The ~~appointment~~compensation paid to directors during 2021 is summarized in the following table. Mr. Levenson is not shown in this table because he is compensated as an officer and did not receive any additional director compensation.
Directors Fees Earned
or
Paid in Cash Stock
Awards⁽¹⁾ All Other
Compensation Non-Qualified
Deferred
Compensation Total
Anat Bird⁽²⁾ $ 85,583 $ 35,000 $ — $ — $ 120,583
Francis B. Brake 94,833 35,000 — — 129,833
Karen Dougherty Buchholz 73,333 35,000 — — 108,333
Jennifer W. Davis⁽²⁾ 119,583 35,000 — — 154,583
Michael J. Donahue 96,583 35,000 — — 131,583
Eleuthère I. du Pont 89,583 35,000 — — 124,583
Nancy J. Foster⁽³⁾ 86,583 35,000 — — 121,583
Christopher T. Gheysens 105,583 35,000 — — 140,583
Marvin N. Schoenhals⁽⁴⁾ — — — — —
David G. Turner 98,083 35,000 — — 133,083
Mark Turner 87,333 35,000 — — 122,333

(1) The aggregate fair value of the award on the date of grant, computed in accordance with ASC Topic 718.
(2) Ms. Bird and Ms. Davis contributed all fees earned in 2021 to the non-qualified deferred compensation plan.
(3) Ms. Foster contributed all fees earned in 2021 into equity of the Company and Mr. Gheysens contributed a portion of his fees earned in 2021 to equity.
(4) Mr. Schoenhals did not stand for re-election at our 2021 Annual Meeting and last received director compensation in July 2020.
Compensation of ~~KPMG LLP~~Lead Independent Director
Eleuthère I. du Pont retired from his role as our ~~independent registered public accounting firm must receive~~Lead Independent Director on June 30, 2021 and was compensated $20,000 in July 2020 for serving in that role from July 2020 to June 2021 in addition to his other compensation as a ~~majority~~director. Effective July 1, 2021, Ms. Davis became the Lead Independent Director. During 2021, she was compensated $20,000 for serving in that role in addition to her other compensation as a director.
WSFS Bank2022 Proxy Statement 29
Proposal 2:Advisory Vote on Executive Compensation
EXECUTIVE COMPENSATION
We are seeking advisory (non-binding) stockholder approval of the ~~votes cast on~~compensation of our NEOs. This proposal gives you as a stockholder the ~~proposal~~opportunity 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~~endorse or not endorse our NEO pay 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.”
ABOUT OUR EXECUTIVE COMPENSATION PROGRAM
~~To be~~Our stockholders approved our 2021 “say-on-pay” vote, which we believe reflected the ~~advisory~~strength of our corporate governance program and its alignment with our executive compensation program. Our executive compensation and corporate governance programs include:
· Proactive stockholder outreach
· Company performance aligned with stockholder interests for long-term stockholder value creation
· Effective Proxy Statement compensation disclosure
· Clawback of incentive compensation for executives, and
· Double-trigger equity awards in the event of a change of control
This “say-on-pay” proposal ~~must receive a favorable vote of a majority of~~gives our stockholders the ~~votes cast~~opportunity to express their views on the ~~proposal.~~compensation of our NEOs. This vote is not intended to address any specific item of compensation, but rather our overall compensation philosophy and objectives with respect to our NEOs. Accordingly, your vote will not directly affect or otherwise limit any existing compensation or award arrangement of any of our NEOs.
~~Is the stockholder vote on executive compensation binding on the Company?~~
~~No, this is an advisory vote only.  Neither we, nor the~~Our Board of Directors ~~will~~believes that the compensation of our NEOs is appropriate and should be ~~bound to take action based upon~~approved on an advisory basis by the ~~outcome.~~ Company’s stockholders as more particularly outlined in our Executive Compensation Discussion and Analysis (“CD&A”) discussion beginning on page 34.
ABOUT YOUR VOTE
· The advisory proposal relating to executive compensation must receive a favorable vote of a majority of the shares present in person by participation at the Annual Meeting or represented by proxy and entitled to vote on the proposal to be approved.
· Abstentions will have the same effect as votes against the proposal and broker non-votes will have no effect on the outcome of the proposal.
· As an advisory vote, this proposal is not binding upon our Board of Directors or the Company. The Personnel & Compensation Committee, however, values the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for NEOs.
The Board of Directors recommends a vote FOR approval of this advisory (non-binding) resolution relating to the compensation of WSFS Financial Corporation’s NEOs.
WSFS Bank2022 Proxy Statement 30
Executive Leadership Team
The ~~Personnel and Compensation Committee (P&C)~~following table sets forth: (i) each member of our Executive Leadership Team, including the executive officers 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 only and therefore will have no effect on the outcome of the 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.
~~Please send questions to:~~
~~WSFS Financial Corporation~~
~~Investor Relations~~
~~WSFS Bank Center~~
~~500 Delaware Avenue~~
~~Wilmington, Delaware 19801~~
                                   ~~or:~~
~~stockholderrelations@wsfsbank.com~~
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, 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 2018 Annual Meeting of Stockholders. We expect to hold the 2019 Annual Meeting of Stockholders in April 2019 and to mail our proxy statement during March 2019. To get your proposal on the agenda for the 2019 Annual Meeting of Stockholders, you must give us notice no earlier than November 26, 2018 and no later than December 27, 2018. 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. Four directors have terms that expire at the 2018 Annual Meeting. Mr. Donald W. Delson is not standing for reelection. The Board of Directors has nominated the other three directors for reelection to three-year terms expiring at the Annual Meeting of Stockholders to be held in 2021:
·                       ~~Ms. Anat Bird~~
·                       ~~Ms. Jennifer W. Davis~~
·                       ~~Mr. Christopher T. Gheysens~~
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. The listed age of each individual is as of December 31, 2017. 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 onCompany, (ii) his or her ~~particular background~~age as of the Record Date, (iii) the current position of each member of our Executive Leadership Team and ~~expertise. Immediately following~~(iv) the ~~biographical information about each~~period during which such person ~~director nominee and director~~has served in such position. Following the table is a description of each member of our Executive Leadership Team’s principal occupation during 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.~~ past five years.
For ~~additional~~biographical information regarding Rodger Levenson,see ~~“Our Director Nomination and Selection Process” on page twelve and “Diversity” beginning on page sixteen.~~above.
Name Age Position Year Assumed
Current Position Year Hired
by WSFS
Rodger Levenson 61 Chairman, President and CEO 2020 2006
Arthur J. Bacci 62 EVP and Chief Wealth Officer 2018 2018
Lisa Brubaker 58 EVP and Chief Information Officer 2020 1987
Dominic C. Canuso, C.F.A. 47 EVP and Chief Financial Officer 2016 2016
Steve Clark 64 EVP and Chief Commercial Banking Officer 2016 2002
Michael L. Conklin 53 EVP and Chief Human Resources Officer 2020 2020
Christine E. Davis* 44 EVP and Chief Risk Officer 2022 1999
Shari Kruzinski* 52 EVP and Chief Customer Officer 2021 1989
Michael P. Reed* 50 EVP and Chief Risk Officer 2020 2020
Patrick J. Ward 66 EVP, Pennsylvania Market President 2016 2016
Richard M. Wright 69 EVP and Chief Retail Banking Officer 2006 2006

* It is expected that Ms. Davis and Ms. Kruzinski will be designated as Section 16 officers later in the year. Effective March 28, 2022, Michael P. Reed will help transition Ms. Davis into the Chief Risk Officer role as he departs on April 30, 2022.
Biographies
~~Director Nominees~~Arthur J. Bacci
~~Anat Bird~~~~, 66, has been a director of WSFS Financial Corporation since 2010. Ms. Bird is President~~EVP and Chief ~~Executive~~Wealth Officer of SCB Forums, LTD, which she founded in 1994. Her banking background includes being President and CEO of California Community Bancshares; Executive Vice President of Wells Fargo Bank; Group Head and Executive Vice President of Norwest Bank; Senior Executive Vice President, Chief Operating Officer and Board Member of Roosevelt Financial Group; and Managing Director in charge of Strategic Planning, Product Development and Management, the Balance Sheet Advisory Group of Marine Midland Bank. She also founded the Financial Institutions Consulting Group at BDO Seidman. Ms. Bird has taught Financial Markets and Institutions at the University of California at Davis and MBA courses at Temple University. She has spoken at over 400 national and regional forums in banking and other industries. In addition to her contribution as a columnist for the American Banker, she contributes articles to other leading industry publications. She serves on the board of directors for MidFirst Bank in Oklahoma City, Oklahoma. She also has served on the Boards of Sterling Bank (2002-2011), Sun Bancorp, Inc. (2008-2009), First Indiana Bank (2002-2007) and AmTrust Bank (2008-2009). Ms. Bird received a BA in International Relations and an MA in International Relations and Psychology from Hebrew University in Jerusalem. She also received an MBA in Finance from American University and a Diploma in Corporate Strategic Planning from the University of Pennsylvania’s Wharton School of Business. Ms. Bird brings a broad range of banking experience as well as strategic planning, financial and executive management experience to the Board of Directors.
Age: 62    ·Year Assumed Current Position: 2018    · Year Hired by WSFS: 2018
Arthur J. Bacci, 62, 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 an MBA from Santa Clara University. He has also participated in leadership and management programs at the University of Pennsylvania’s Wharton School.
Lisa Brubaker
EVP and Chief Information Officer
~~Jennifer W. Davis~~, 47, has been a director of WSFS Financial Corporation since 2009. Ms. Davis is Senior Vice President for Administration and Finance for George Mason University. Her portfolio includes the areas of finance, human resources, accounting, information technology, facilities, public safety, enterprise risk management and auxiliary services. From 2008 to 2013, she was employed by the University of Delaware as Vice President for Finance and Administration. Previously, Ms. Davis served as Cabinet Secretary-Director of the Office of Management and Budget for the State of Delaware. She also served the State of Delaware as Budget Director, Deputy Secretary of Education and Associate Secretary of Education for policy and administrative services. Ms. Davis earned her undergraduate degree in political science and her Master’s degree in policy analysis from Pennsylvania State University. Ms. Davis brings knowledge of human resource issues, as well as finance, risk management and executive leadership expertise to the Board of Directors.
Age: 58· Year Assumed Current Position: 2020·Year Hired by WSFS: 1987
Lisa Brubaker, 58, has served as Executive Vice President and Chief Information Officer of WSFS Financial Corporation since August 2020. From May 2018 to August 2020, Ms. Brubaker served as Executive Vice President and Chief Technology Officer. She joined WSFS in 1987 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.
WSFS Bank
2022 Proxy Statement
31
~~Chris Gheysens~~, 46, became a director of WSFS Financial Corporation in 2017. Mr. Gheysens is President & Chief Executive Officer of Wawa, Inc. Wawa is a chain of more than 790 convenience stores located in six states and known for their fresh food and beverage and legendary customer service. Wawa is a family and associate-owned, privately-held company. Over 30,000 associates serve over 1.6 million customers every day. Mr. Gheysens has served Wawa associates for more than twenty years and previously held the position of Chief Financial and Administrative Officer from January 2007 to December 2011, with responsibility for all financial, legal and human resource functions. Prior to joining Wawa, Mr. Gheysens worked in the audit practice at Deloitte and Touché, LLP in Philadelphia, Pennsylvania. Mr. Gheysens graduated from the Villanova University School of Business with a Bachelor of Science in Accountancy in 1993. He obtained his Master of Business Administration from Saint Joseph’s University and was a Certified Public Accountant in New Jersey. He graduated from Saint Augustine Preparatory School located in Richland, New Jersey. Mr. Gheysens was appointed in 2013 to the Board of Directors for the National Association of Convenience Stores (NACS). He also is the chairperson of the Dean’s Advisory Council for the Villanova School of Business and recently a member of the Economic and Community Advisory Committee for the Federal Reserve Bank of Philadelphia. He joined The Children’s Hospital of Philadelphia Board of Overseers in 2014 and has led the formation of their first Corporate Council. He has recently been elected to the Children’s Hospital of Philadelphia’s Board of Trustees. Mr. Gheysens brings finance, auditing, strategic planning, retail operations, local market, and executive leadership expertise to the Board of Directors.
~~The Board of Directors recommends a vote FOR each of these nominees~~.
~~Other Current Directors and Executive Management~~
~~Other Current Directors~~:
Dominic C. Canuso
~~Francis B. Brake, Jr.~~, 54, became a director of WSFS Financial Corporation in 2014. His current term expires at the 2020 Annual Meeting of Stockholders. Since 2007 he has been President, Chief Marketing Officer and Co-Founder of Epic Research, LLC, a privately-held marketing services firm with principal interests in multiple consumer-facing industries, driving marketing and product innovation in areas such as travel loyalty, consumer electronics, student lending and small business marketing. From 2000 to 2007 he served as Managing Director and Chief Marketing Officer for Juniper Bank/Barclaycard US. Prior to that, he held various positions at First USA Bank from 1994 to 2000 including Executive Vice President, Marketing. Mr. Brake serves on the Board of Directors of Smarter Agent, LLC, a privately-held technology firm, The Chester Fund for Education and the Arts and is a past director of Barclays Bank Delaware. He received a Bachelor of Arts in Government from The College of William and Mary and a Master of Business Administration from The Darden Graduate School of Business, University of Virginia. Mr. Brake brings expertise in marketing, entrepreneurship, innovation, product development, business partnerships and executive leadership to the Board of Directors.
~~Donald W. Delson~~, 66, has been a director of WSFS Financial Corporation since 2009. His current term expires at the 2018 Annual Meeting of Stockholders, where he will not seek reelection. He was a Senior Advisor for Keefe, Bruyette & Woods, Inc., a New York investment banking firm, from February 2009 to September 2011, when he retired. From 1997 to 2009, he was a Managing Director of the Investment Banking Division, Keefe, Bruyette & Woods, Inc. responsible for mergers and acquisitions and raising capital for banks and thrifts. His past employment also includes being a Managing Director, Investment Banking Division, for Alex. Brown & Sons, Inc. Prior to that, he was an attorney with Morgan Lewis & Bockius in Philadelphia, PA. He is President of the Board of Trustees for the Chester Charter School for the Arts, co-publisher of the Swarthmorean, Inc. (a weekly newspaper), and a member of the Board of Trustees of The Foundation for Delaware County. Mr. Delson received his A.B. from Brown University, his Master’s in Business Administration from Harvard Business School, and his Juris Doctor from the University of Virginia. Mr. Delson brings legal, financial, and executive leadership expertise to the Board of Directors.
~~Eleuthère I. du Pont~~, 51, has been a director of WSFS Financial Corporation since 2013. He was appointed Lead Director in 2016. His current term expires at the 2019 Annual Meeting of Stockholders. Since 2008, he has been president of the Longwood Foundation, a private foundation principally supporting charitable organizations. He has also been a director of E.I. du Pont de Nemours and Company since 2006. Since the merger of equals with Dow, he has been an ex-officio member of the DowDuPont Board. In 2007 and 2008, he served as Senior Vice President, OperationsEVP and Chief Financial Officer of drugstore.com. Prior to that, Mr. du Pont served as President and Chief Financial Officer of Wawa, Inc., a chain of food markets in the mid-Atlantic region. He received a Bachelor of Science degree in Mechanical Engineering and a Masters in Business Administration from Stanford University. Mr. du Pont brings significant expertise in corporate governance, accounting, finance, operations, retail, information technology and investment management to the Board of Directors.
~~Calvert A. Morgan, Jr.~~, 69, has been a director of WSFS Financial Corporation since 2004 and Vice Chairman of WSFS Bank since 2006. His current term expires at the 2019 Annual Meeting of Stockholders. He is the retired Chairman, President and Chief Executive Officer of PNC Bank, Delaware. Mr. Morgan joined the Bank of Delaware (predecessor of PNC Bank, Delaware) in 1970. He advanced through various management positions and became President and Chief Operating Officer in 1987. He was elected Chief Executive Officer in 1989 and Chairman in 1990. Mr. Morgan also served as a member of the Management Committee of PNC Financial Services Group, Inc. for several years. He is a longtime member of the Delaware Economic and Financial Advisory Council, which provides budgetary advice to the Governor and General Assembly of the State of Delaware. Mr. Morgan also served as Chairman of the Delaware Business Roundtable. He is a former board member and past Chairman of the Delaware Bankers Association and served on the boards of the United Way of Delaware and the Delaware State Chamber of Commerce. He also serves as a director of Chesapeake Utilities Corporation. Mr. Morgan received his undergraduate degree in business administration from the University of Delaware and is a graduate of the National Commercial Lending School at the University of Oklahoma. Mr. Morgan brings over 40 years of banking experience, trust, finance, risk management, lending and executive leadership expertise to the Board of Directors.
~~Marvin N. Schoenhals~~, 70, was Chairman of WSFS Financial Corporation and WSFS Bank from 1992-2017 and has been a director of both since 1990. His current term expires at the 2019 Annual Meeting of Stockholders. From 1990 to 2007 he also served as President and Chief Executive Officer. Mr. Schoenhals was a director of the Federal Home Loan Bank of Pittsburgh from 1997 to 2007, serving as their Chairman from 2005 to 2007. He was a member of the Brandywine Mutual Fund’s Board of Directors from 1995 to 2006. He previously served on the Board, including chairman, of Burris Logistics, a privately-owned distributer of frozen and dry foods. Mr. Schoenhals is a former trustee and former Chairman of the Delaware Public Policy Institute. He is a former Chairman of the Delaware State Chamber of Commerce and former Chairman of the Sunday Breakfast Mission. Until 2013, Mr. Schoenhals was Chairman of Vision 2015, a Delaware coalition that created a plan to improve Delaware public education. Mr. Schoenhals received the Josiah Marvel Cup Award from the Delaware State Chamber of Commerce, presented annually to honor a Delawarean who has made an outstanding contribution to the state, community and society. In 2004, he was inducted into the Delaware Business Leaders Hall of Fame. Mr. Schoenhals received his undergraduate degree in business administration from the University of Michigan and a Master of Business Administration from the University of Pennsylvania Wharton School of Finance and Commerce. Mr. Schoenhals brings over 40 years of banking experience, finance, risk management, lending and executive management expertise to the Board of Directors.
Age:
47    ·
~~David G. Turner~~, 53, has been a director of WSFS Financial Corporation since 2013. His current term expires at the 2019 Annual Meeting of Stockholders. Since 2010, Mr. Turner has been Vice President, Partner, Global Financial Services Industry Leader for Analytics and Artificial Intelligence at IBM Global Services. After retiring from Bank of America, in 2009, Mr. Turner founded Sovereign Partners Consulting, LLC working with key major banking clients world-wide focusing on strategy and IT consulting. Mr. Turner joined MBNA in 2003 as Senior Executive Vice President and, in the following year, was promoted to Group Executive to create their Research and Development Department. He served in various capacities with MBNA and its successor, Bank of America, through 2009 including his role as the Information Management Transformation Executive. Prior to that, Mr. Turner was Executive Vice President and President of the Gateway Companies, San Diego, California. Mr. Turner is the former Chairman of the Board of Trustees of Delaware State University, former director of the US Chamber of Commerce and an adjunct professor at several universities. He earned his B.S in Computer Science/Mathematics from Delaware State University, a Master of Sciences in MIS from Fairleigh Dickenson University and is an alumnus of the Dartmouth-Amos Tuck Executive MBA Education Program. Mr. Turner brings significant expertise in banking, financial markets, and insurance with experience in the areas of product development, marketing, sales, analytics, technology, channels and customer experience.
Year Assumed Current Position:
2016    ·
~~Mark A. Turner~~, 54, has been the President, Chief Executive Officer and a director of both WSFS Financial Corporation and WSFS Bank since 2007. Effective August 2017, Mr. Turner was elected Chairman of the Board of WSFS. His current term expires at the 2020 Annual Meeting of Stockholders. Mr. Turner was previously both the Chief Operating Officer and the Chief Financial Officer of WSFS. Prior to joining WSFS in 1996, he worked at CoreStates Bank, Meridian Bancorp and at the international professional services firm of KPMG, LLP. Mr. Turner received his MBA from the Wharton School of the University of Pennsylvania, his Master’s Degree in Executive Leadership from the University of Nebraska-Lincoln, and his Bachelor’s Degree in Accounting and Management from LaSalle University. Among other executive leadership programs, Mr. Turner has studied at National Training Labs, Aspen Institute, Gallup University, Toyota University, Center for Creative Leadership, Harvard University, UC Berkeley, Stanford University and Buckley School for Public Speaking. Mr. Turner is also a frequent guest speaker at Wharton’s Executive Education programs. Mr. Turner believes being active in business, civic and community activities is integral to our goals, his growth and our performance. Among others activities, he has served as: Chairman of the Board of Delaware Business Roundtable (DBRT); a member of the U.S. Federal Reserve Board’s Advisory Council (FAC); Chairman of the Board of Delaware Bankers Association (DBA); a member of Executive Committee of the Board of Delaware State Chamber of Commerce (DSCC); a member of the board of First State Innovation (FSI); a member of the local Board of Teach For America (TFA), Delaware; and a founding member of the Wilmington Leaders Alliance (WLA). Mr. Turner brings substantial industry, finance, strategic planning and executive management experience combined with familiarity with the day-to-day operations and long-term business strategy of the Company to the Board of Directors.
~~Patrick J. Ward, 62,~~ became a director of WSFS Financial Corporation in 2016. His current term expires at the 2020 Annual Meeting of Stockholders. Mr. Ward has over 32 years of banking industry experience and currently serves as Executive Vice President, Pennsylvania Market President of WSFS Bank. Previously, he served as Chairman of the Board and Chief Executive Officer of Penn Liberty Bank. He was an Executive Vice President of Citizens Bank of Pennsylvania from January 2003 until January 2004, overseeing and managing specialized industries, including Government Banking, Professional Banking and Not-For-Profit Businesses in the Mid-Atlantic region, as well as the Chairman and President of Citizens Bank in Delaware and a member of the Citizens Financial Group Executive Policy Committee. Prior thereto, Mr. Ward served as President and Chief Executive of Commonwealth Bancorp, Inc., the holding company for Commonwealth Bank, until its acquisition by Citizens Bank in January 2003. He joined Commonwealth in 1992 as Senior Vice President and Chief Financial Officer. Under Mr. Ward’s leadership, Commonwealth Bank grew to $1.8 billion in assets with 61 branches throughout eastern Pennsylvania. Prior to joining Commonwealth, Mr. Ward held a variety of positions at Mellon Bank in Pittsburgh, Pennsylvania, including Vice President and Controller of Mellon Bank’s Wholesale Banking Group and Vice President and Controller of its Retail Banking Group. Mr. Ward is active in the community and serves on the Board of Directors of the Philadelphia Police Athletic League, Economics Pennsylvania, the Chester County Chamber Foundation and serves as Chairman, and the Board of Trustees for Cabrini College. Mr. Ward is a graduate of Carnegie Mellon University with a Bachelor of Science degree in economics and earned an MBA from the University of Notre Dame. Mr. Ward brings a broad range of banking finance, strategic planning and executive management experience combined with strong knowledge of the Pennsylvania Market to the Board of Directors.
Year Hired by WSFS:
~~Executive Management:~~
~~For information regarding~~ ~~Mark A. Turner~~ ~~and~~ ~~Patrick J. Ward~~~~, see directly above.~~2016
Dominic C. Canuso, C.F.A., ~~C.F.A~~~~., 43,~~47, joined WSFS in June 2016 as Executive Vice President and Chief Financial Officer. In 2019, he assumed Executive Leadership of Cash Connect^®. 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 is the Chairperson of the Delaware Alliance for Nonprofit, the Chair-elect for Delaware Bankers Association, and on the Board of the Ronald McDonald House of Delaware. He earned his Bachelor of Science Degree in Finance and Executive MBA from Villanova ~~University. He~~University, and is a ~~charter holder~~charterholder and member of the Chartered Financial Analyst^® (CFA) Institute.
Steve Clark
EVP and Chief Commercial Banking Officer
Age: 64 · Year Assumed Current Position: 2016 · Year Hired by WSFS: 2002
Steve Clark, ~~60,~~64, joined WSFS in 2002 and has served as Executive Vice President and Chief Commercial Banking Officer since May 2016. From 2002 ~~thru~~until 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.
Michael L. Conklin
EVP and Chief Human Resources Officer
Age: 53·Year Assumed Current Position: 2020· Year Hired by WSFS: 2020
~~Peggy H. Eddens~~~~, 62, has been Executive Vice President, Chief Human Capital Officer for~~Michael L. Conklin, 53, joined 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~~August 2020 as Executive Vice President and Chief ~~Wealth Officer of WSFS Financial Corporation~~Human Resources Officer. From January 2018 to August 2020, Mr. Conklin served as Senior Vice President providing support globally to US Bank’s Strategy & Corporate Affairs, Communications, Marketing and ~~WSFS Bank since 2011.~~HR, Consumer Business Banking, Legal and Global Payments. From June 2015 to January 2018, Mr. Conklin served as Senior Vice President for Global Human Resources and Global Payment Services. Prior to that, ~~Mr. Geraghty~~he was ~~President and CEO of Harleysville National Corporation from 2007 to 2010 and Executive~~ Vice President of ~~National City Corporation~~Global Human Resources for Pentair’s process technologies business unit. Mr. Conklin served in ~~Cleveland~~the Marine Corps Reserve and is a Veteran of the Gulf War. Mr. Conklin holds an M.B.A. from ~~2004 to 2007. Mr. Geraghty received~~Regis University and a ~~Bachelor of~~B.S. in Political Science ~~in Accounting~~and Psychology from ~~Villanova~~Augsburg University. ~~Mr. Geraghty will retire from the Company effective April 13, 2018.~~
Christine E. Davis
EVP and Chief Risk Officer
Age: 44·Year Assumed Current Position: 2022   · Year Hired by WSFS: 1999
~~Paul S. Greenplate,~~ ~~59, has been~~Christine E. Davis, 44, was named Executive Vice President and Chief Risk Officer ~~since April 2017. Mr. Greenplate joined~~effective March 28, 2022. Ms. Davis has been with WSFS ~~in 1999~~for nearly 23 years, holding many different roles within Internal Audit. In her most recent role as Chief Auditor, she directed and ~~prior to his leadership role in~~oversaw the ~~Risk Division, he~~continuous development and implementation of a comprehensive and effective Internal Audit Program throughout the organization, including its subsidiary companies, and previously served as the Deputy Chief Auditor. Ms. Davis is a Certified Public Accountant (CPA) and holds a bachelor’s degree in Accounting from California University of Pennsylvania.
Shari Kruzinski
EVP and Chief Customer Officer
Age: 52· Year Assumed Current Position: 2021·Year Hired by WSFS: 1989
Shari Kruzinski, 52, has served as Executive Vice President and Chief Customer Officer of WSFS Financial Corporation since October 2021. Prior to her current role, Ms. Kruzinski was the Executive Vice President and Director of Retail Delivery. Previously, she was 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 ReviewRegional Manager of WSFS Bank’s Southeastern Pennsylvania market. Her responsibilities included heading the Bank’s retail operations, and ~~Regulatory Compliance. Mr. Greenplate graduated from~~consumer and small business banking in Chester, Delaware and Montgomery Counties. Ms. Kruzinski joined WSFS in 1989 and has held many leadership positions within the Retail Division throughout her 30+ years. Ms. Kruzinski serves on the Board of the Greater Philadelphia Market Board of the March of Dimes. She attended Wilmington University and is a graduate of ~~Delaware with a Bachelor~~ABA Stonier Graduate School of ~~Science~~Banking.
WSFS Bank2022 Proxy Statement 32
Michael P. Reed
EVP and Chief Risk Officer
Age: 50   ·Year Assumed Current Position: 2020· Year Hired by WSFS: 2020
Michael P. Reed, 50, joined WSFS in ~~Economics.~~
~~Thomas Kearney~~~~, 70, currently serves~~April 2020 as Executive Vice President and Chief Risk ~~Officer emeritus~~Officer. From February 2014 to April 2020, Mr. Reed served as a partner in the financial services and corporate groups at the global law firm of ~~WSFS Financial Corporation. Previously, he served as~~Covington & Burling LLP. Prior to Covington & Burling, Mr. Reed was a partner at DLA Piper (US) LLP. Mr. Reed holds a Masters of Law degree in banking and securities from Boston University, a Law degree from the University of Western Ontario and an undergraduate degree from Wilfrid Laurier University.
Patrick J. Ward
EVP, Pennsylvania Market President of WSFS Bank
Age: 66   ·Year Assumed Current Position: 2016   · Year Hired by WSFS: 2016
Patrick J. Ward, 66, has been Executive Vice President, Pennsylvania Market President of WSFS Bank since 2016. He served on our Board of Directors from August 2016 until April 2020. Mr. Ward has over 32 years of banking industry experience, previously serving as Chairman and Chief ~~Risk~~Executive Officer ~~since 2012. Mr. Kearney joined~~of Penn Liberty Bank, Executive Vice President of Citizens Bank of Pennsylvania and President and Chief Executive of Commonwealth Bancorp, Inc., the ~~Company~~holding company for Commonwealth Bank from 1992 until its acquisition by Citizens Bank in ~~1998 and previously served~~January 2003, after joining Commonwealth in 1992 as Senior Vice President and ~~Corporate Auditor.~~Chief Financial Officer. Mr. ~~Kearney received~~Ward is a graduate of Carnegie Mellon University with a Bachelor of Science degree in ~~Business Administration (Finance~~Economics 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 aearned an 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.Notre Dame.
Richard M. Wright
EVP and Chief Retail Banking Officer
Age: 69· Year Assumed Current Position: ~~, 65,~~2006 ·Year Hired by WSFS: 2006
Richard M. Wright, 69, has been Executive Vice President and Chief Retail Banking Officer for ~~WSFS~~the 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 ~~Masters~~Master’s in Business Administration from the University of Southern California.
WSFS Bank2022 Proxy Statement 33
~~Thomas Stevenson,~~ 64, 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~~
Executive Compensation Discussion and Analysis
~~This year,~~In this Executive CD&A, we explain our 2021 compensation program for ~~the sixth year in a row,~~our Executive Leadership Team, including our CEO, our Chief Financial Officer (“CFO”) and our three highest paid other executive officers listed below. Our Personnel and Compensation Committee has designed our executive compensation program to reflect our pay-for-performance philosophy, with oversight from our Board of Directors ~~addressed~~and guidance and assistance from its independent compensation consultant, Pearl Meyer & Partners, LLC (“Pearl Meyer”). Principally, our executive compensation program is designed to align the interests of senior management with our stockholders ~~through~~and our long-term success.
Named Executive Officers Rodger Levenson:
Chairman, President and CEO Dominic C. Canuso:
Executive Vice President and CFO
Steve Clark:
Executive Vice President and
Chief Commercial Banking Officer Peggy H. Eddens**:
Executive Vice President and
Chief Customer Officer Michael P. Reed*:
Executive Vice President and Chief Risk Officer
* During 2021, Mr. Reed served as our Chief Risk Officer. Effective March 28, 2022, Ms. Davis assumed the Chief Risk Officer role and Mr. Reed will help transition the role until he departs on April 30, 2022.
** Ms. Edden retired as of December 31, 2021.
Summary
In 2021, we compensated our executive officers for their ~~letter, “A View~~performance under our 2021 Management Incentive Plan (“MIP”), consistent with our historical practice. After initially adopting performance metrics under the MIP consistent with years, given the uncertainty surrounding COVID-19 and the impact it would have on the 2021 economic environment and our financial results, the Personnel and Compensation Committee determined that supplemental performance metrics and qualitative criteria substantially similar to those used in 2020—PPNR as a percentage of assets, Customer Engagement and Associate Engagement—and supplemented by recognition of the combination with Bryn Mawr were appropriate for evaluating our Company’s 2021 performance and determining incentive awards for the Executive Leadership Team. In tandem with these discussions, throughout the year the Personnel and Compensation Committee considered best practices as well as these unique circumstances and ultimately approved design changes to our executive compensation program for future years, and began the transition from the ~~Boardroom”, included~~MIP to our Executive Leadership Team Incentive Plan (“ELTIP”) as described in "Executive Compensation Review and Redesign." In 2021, as part of a holistic compensation review of executive compensation program, in consultation with our ~~annual report and available on~~compensation consultant, we also increased our ~~website www.wsfsbank.com (select “Investor Relations” on the menu found under “About WSFS” and click on “Download Library” on the right side~~expected base salaries for our executive officers for 2022 in recognition of our ~~web page, then click on “2017 Annual Report”). This letter provides additional insight on corporate governance and key philosophies~~revised peer group after the acquisition of Bryn Mawr that ~~guide the Board of Directors’ oversight of the~~we believe better reflects our combined Company.

~~Board Principles~~The graph and ~~Guidelines~~
~~In addition to directives laid out through~~table which follow show the ~~various committee charters,~~yearly percentage change in the ~~Board of Directors has adopted a set of principles and guidelines, which guide~~cumulative total stockholder return on our common stock over the ~~actions and direction~~last five years compared with the cumulative total return of the ~~Board~~Dow Jones Total Market Index, the Nasdaq Bank Index and KBW Nasdaq Regional Bank Index ("KRX Index") over the same period as obtained from Bloomberg L.P. Cumulative total stockholder return on our common stock or the indices equals the total increase in value since December 31, 2016, assuming reinvestment of ~~Directors.~~all dividends paid into the common stock or the index, respectively. The ~~Corporate Governance~~graph and ~~Nominating Committee reviews these principles~~table were prepared assuming $100 was invested on December 31, 2016 in our common stock and ~~guidelines at least annually, and all changes must be approved by a majority vote from the Board. A full copy~~in each of the ~~Board Principles and Guidelines are available on~~indices. There can be no assurance that our future stock performance will be the ~~Company’s website www.wsfsbank.com (select “Investor Relations” on~~same as or similar to 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 acthistorical stock performance shown in the ~~best interest~~graph below. We neither make nor endorse any predictions as to stock performance.
WSFS Bank2022 Proxy Statement 34
December 31, 2016 through December 31, 2021
Cumulative Total Return
2016 2017 2018 2019 2020 2021
WSFS Financial Corporation $ 100 $ 104 $ 83 $ 97 $ 101 $ 114
Dow Jones Total Market Index 100 126 124 155 170 206
Nasdaq Bank Index 100 105 88 110 102 145
KBW Nasdaq Regional Bank Index 100 102 84 104 95 130

WSFS Bank2022 Proxy Statement 35
Executive Compensation Philosophy
Our objective is to be a long-term, sustainable, high-performing company, and we have designed our compensation practices to attract and retain high-quality individuals and motivate and reward them for strong performance. The following fundamental principles underlie our executive compensation philosophy and design:

The following table summarizes our executive compensation plan features, which our Personnel and Compensation Committee regularly reviews in line with our executive compensation philosophy.

WSFS Bank2022 Proxy Statement 36
How Executive Compensation Decisions Are Made
Compensation decisions are made by our Personnel and Compensation Committee, considering input from management, Pearl Meyer and our stockholders (vis-à-vis say-on-pay votes), and through examination of ~~WSFS and all of its stockholders while also recognizing its responsibilities to the Company’s regulators.~~
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 undertaken in 2015.
~~The Board’s primary responsibilities are to:~~
·                  ~~Select, employ, motivate, set~~ compensation ~~for, and regularly evaluate a highly qualified 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, 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~~practices 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 areascompensation peer group (“CPG”), identified 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.
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 Boardconsultation 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 has not been our practice to pay fees to any third party to identify potential director nominees; however, we are currently evaluating proposals to engage 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 2019 Annual Meeting of Stockholders, recommendations or other proposals requested by stockholders must be received by us in writing no earlier than November 26, 2018 and no later than December 27, 2018.
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”) on November 21, 2014.
~~Director Independence~~
~~Consistent with Nasdaq director independence listing standards, our Board of Directors carefully evaluates any circumstances, transactions or relationships~~Pearl Meyer, that we believe ~~could have an impact~~is representative of those companies with whom we compete for talent. These varying roles are each described below.
P&C COMMITTEE BOARD OF DIRECTORS Ensures that personnel and compensation policies support our strategic plan and comply with all applicable legal and regulatory requirements Reviews performance from prior year Considers results of stockholders' advisory votes on ~~whether or not the members~~executive compensation Considers all factors, including CEO's assessment of NEO performance, when making compensation decisions Makes final compensation decisions for CEO; approves final compensation decisions for NEOs o Key roles played by our CEO and our Chief Human Resources Officer; o Assist with executive compensation reviews, incentive program designs, risk assessments of compensation programs; o Focus on competitiveness and alignment of our ~~Board of Directors are independent of us~~compensation program with our strategic goals; o Recommend changes to compensation programs where appropriate; and ~~our subsidiaries, including WSFS Bank,~~o Recommend pay levels 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. 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. Turner and Mr. Ward are not considered independent because they areincentive plan payments for executive officers, ofexcept for 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 include discussions over 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 directors 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 companies. No director may serve on the boards of more than three (3) public companies, including the WSFS’ Board, and 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 Officer (ii) our Lead Independent Director, and (iii) Committee Chairs. The Board determines whether the Chairman and Chief Executive Officer roles will be heldCEO.*** o Retained solely by the ~~same person based on what is in the best interests of the Company~~Personnel 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, the Board of Directors elected current President and Chief Executive Officer, Mark A. Turner, as Chairman of the Board. Mr. Turner replaced Marvin N. Schoenhals, who had served 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, Eleuthère I. du Pont was reappointed to his role as Lead Independent Director, and Rodger Levenson was promoted to 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 this 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.
~~Mark A. Turner~~ was elected Chairman effective August 2017, and has been our President and Chief Executive Officer since 2007. He was elected Chairman because of his substantial institutional knowledge, leadership qualities, business acumen and standing in the community.
~~The responsibilities of the Chairman include:~~
·                  ~~Provide advice and counsel to 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~~Compensation Committee, only provides services specifically authorized by the ~~Board;~~
·                  ~~Recommend the appointment of~~Personnel and Compensation 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.~~
~~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 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~~reports directly to the ~~Board;~~committee chair; o Conducted a formal evaluation of our executive compensation program in 2021; o Ensures best practices with regard to short term cash incentives and
·                  ~~Ensure that~~ long term equity awards, reviews our Executive Severance Policy, provides consultation on incentive plan metrics and weightings; and o Advised the Personnel and Compensation Committee ~~members have appropriate input to the proxy statement relating to their Committees~~
~~Our Committee Chairs~~~~, as governed by their individual Committee charters, are responsible~~on best practices for the ~~development, management, effective performance~~transition from MIP to ELTIP, specifically as it relates to increased payout level percentages at threshold, target and maximum opportunity, the elimination of ~~their individual Committees,~~stock options and ~~to provide leadership to the Board~~introduction of ~~Directors regarding all aspects related to their Committee’s work.~~
~~Each Director has certain responsibilities, which include:~~
·                  ~~Have basic knowledge~~PSUs. o Say-on-pay votes annually conducted annually; o Frequency of say-on-pay votes revisited every six years;** o 2021 say-on-pay vote was approved by 99.0% of the ~~banking industry, financial regulatory system, and laws and regulations that govern the Company’s operation;~~
·                  ~~Have a background, knowledge, and experience~~shares present 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~~
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 currently challengedperson 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 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.   Upon expiration of Mr. Delson’s termparticipation at the Annual Meeting or represented by proxy and entitled to vote on the ~~Board size will be reduced~~proposal; o Evidence that our stockholders' support for our approach to ~~10 members, which we believe is optimal.~~
~~Diversity~~
executive compensation; and o Informs considerations of whether or not to alter our overall compensation plan and program for 2021. *Pearl Meyer does not have a personal or business relationship with any member of the Personnel and Compensation Committee. The ~~Board~~Personnel and Compensation Committee assessed the independence of ~~Directors takes a broad and thoughtful view~~Pearl Meyer in light of ~~diversity. The Board strives to achieve diversity among its members that mirrors our current marketplace and our desired markets.~~SEC rules regarding compensation consultant independence. As we have become a larger organization with broader reach, this naturally includes better reflecting US 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 this assessment, the Personnel and Compensation Committee reviewed Pearl Meyer's letter addressing factors related to its ~~nomination process~~independence and ~~assesses its implementation during both the nomination process and as part of the Corporate Governance and Nominating Committee’s self-assessment process.~~
~~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.
~~Board Skills, Knowledge, and Experience~~
The Board began a multi-year renewal process in 2011, and we are currently evaluating proposals to engage a third party firm sometime in 2018 to assist in identifying future Board candidates and to help build a diverse Board with the appropriate expertise and talents that will continue to contribute to the success of WSFS. Below is a matrix summarizing 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.
~~Director~~
~~Tenure~~
on
~~Board~~
~~(Years)~~
~~Banking/~~
~~Financial~~
~~Services~~
~~Industry~~
~~Executive~~
~~Leadership~~
~~Finance &~~
~~Accounting~~
~~Regulatory~~
~~/ Risk Mgt.~~
~~Technology~~
~~Local~~
~~Market~~
~~National/~~
~~Global~~
~~M&A~~
~~Anat Bird~~
8
ü
ü
ü
ü
ü
ü
~~Francis “Ben” Brake~~
4
ü
ü
ü
ü
ü
~~Jennifer W. Davis~~
9
ü
ü
ü
ü
ü
ü
~~Donald W. Delson~~
9
ü
ü
ü
ü
ü
~~Eleuthère I. du Pont~~
5
ü
ü
ü
ü
~~Christopher T. Gheysens~~
1
ü
ü
ü
ü
~~Calvert A. Morgan, Jr.~~
14
ü
ü
ü
ü
ü
ü
~~Marvin N. Schoenhals~~
26
ü
ü
ü
ü
ü
ü
~~David G. Turner~~
5
ü
ü
ü
ü
ü
~~Mark A. Turner~~
11
ü
ü
ü
ü
ü
ü
~~Patrick J. Ward~~
2
ü
ü
ü
ü
ü
ü
~~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 riskservices provided by Pearl Meyer to the ~~Company, including credit, liquidity, market/~~Personnel and Compensation Committee do not raise any conflict of interest ~~rate, compliance, operational, technology, cybersecurity, strategic, financial and reputational risks, and these reports enable~~issues. ** The next required vote on the ~~Board~~frequency of ~~Directors to understand the risk identification, risk management and risk mitigation strategies employed by Management and the ERM function.~~
advisory say-on-pay votes will occur during our 2023 Annual Meeting of Stockholders. *** 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)~~CEO does not participate in ~~accordance with the Office of the Comptroller of the Currency’s RAS matrix and industry best practices;~~
·                  ~~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;~~
·                  ~~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~~decisions 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;~~
·                  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;~~
·                  ~~Ensure that the Audit Committee has the authority to engage independent counsel and other advisors, as it determines necessary to carry out its 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.
his compensation.
The Personnel and Compensation Committee ~~oversees~~review of 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~~(the “Compensation Report”) is ~~to: (1)~~to 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.
WSFS Bank2022 Proxy Statement 37
Peer Group
Every two to three years, the Personnel and Compensation Committee engages its third-party compensation consultant to conduct a formal review of our executive compensation program. A comprehensive review was conducted in 2021 by Pearl Meyer. The Personnel and Compensation Committee requested these reviews to assess competitive compensation levels for Executive Leaderships. When benchmarking compensation, the Personnel and Compensation Committee uses a CPG that is ~~also responsible~~believed to be
representative of companies that WSFS competes with for ~~overseeing management’s implementation~~talent. The CPG allows for comparison to other public companies that have a similar business model, size and geographic location and helps us align base compensation, incentives and equity awards with our compensation philosophy. As described under “Incentive Compensation Review and Redesign”, in anticipation of our combination with Bryn Mawr, the Personnel and Compensation Committee identified a new CPG that is included below that we believe better reflects the newly combined franchise.

Listed below are the companies, their total assets, and their return on average assets included in our revised CPG for the period ended December 31, 2021.
Rank
Company Name
Ticker
State
Total Assets at
December 31,
2021 ($000)
Return on
Average Assets
2021 (%)
1 UMB Financial Corporation UMBF MO 42,693,484 1.00
2 Commerce Bancshares, Inc. CBSH MO 36,689,088 1.58
3 Hancock Whitney Corporation HWC MS 36,531,205 1.32
4 Associated Banc-Corp ASB WI 35,104,253 1.02
5 Umpqua Holdings Corporation UMPQ OR 30,640,936 1.39
6 United Bankshares, Inc. UBSI WV 29,328,902 1.35
7 Fulton Financial Corporation FULT PA 25,796,398 1.05
8 Simmons First National Corporation SFNC AR 24,724,759 1.15
9 Ameris Bancorp ABCB GA 23,858,321 1.73
10 First Midwest Bancorp, Inc. FMBI IL 21,778,242 0.92
11 Pacific Premier Bancorp, Inc. PPBI CA 21,094,429 1.66
12 Cathay General Bancorp CATY CA 20,886,723 1.52
13 Independent Bank Corp. INDB MA 20,423,405 0.81
14 Atlantic Union Bankshares Corporation AUB VA 20,064,796 1.32
15 Customers Bancorp, Inc. CUBI PA 19,575,028 1.64
16 TowneBank TOWN VA 16,361,387 1.46
17 Provident Financial Services, Inc. PFS NJ 13,781,202 1.26
18 Sandy Spring Bancorp, Inc. SASR MD 12,590,726 1.83
19 OceanFirst Financial Corp. OCFC NJ 11,739,616 0.94
20 Berkshire Hills Bancorp, Inc. BHLB MA 11,554,913 0.98
Average 23,760,891 1.30
25th Percentile 17,164,797 1.00
50th Percentile 21,436,336 1.32
75th Percentile 30,312,928 1.57
WSFS Financial Corporation WSFS DE 15,777,327 1.82
Percentile Rank of WSFS Financial Corporation 23rd% 95th%
We reported a return on assets that exceeded 95% of companies in the updated CPG obtained from S&P Global and recorded total assets greater than 23% of the updated CPG as of December 31, 2021. We anticipate the latter percentage would be noticeably higher following the completion of our combination with Bryn Mawr. The COVID-19 pandemic meaningfully impacted our current expected credit losses modeling, resulting in $153.2 million ACL for the year ended December 31, 2020. During 2021, over $134 million of our ACL reserve was released as the economy reopened and economic impacts of COVID-19 lessened. These factors had a disproportionately negative impact on our financial results in 2020 and a disproportionately positive impact on our financial results in 2021.
While we set goals for our incentive plans based on our internal financial plan, we note that our target goals for 2021 were generally well above the median of the companies in our CPG on several criteria. We discuss our performance against our 2021 incentive plan targets further under the section entitled “Management Incentive Plan.”

WSFS Bank2022 Proxy Statement 38
Overview of Executive Compensation
Our 2021 results reflected strong performance relative to our peers as well as against WSFS’ strategic objectives. When excluding provision for credit losses, WSFS had a strong year financially, and in sustaining and growing our franchise value by supporting our Associates, Customers, and Communities through the COVID-19 pandemic. Our executives’ 2021 compensation reflects these results, and considering the total mix of compensation, ~~programs~~we believe 2021 executive compensation is reasonable in light of payment levels for companies in our CPG and consistent with our 2021 results, both in absolute terms, and in comparison to prior years’ results and incentives after consideration of the impacts of the ACL reserve release as the impacts of the COVID-19 pandemic lessened in 2021 along with the time and effort spent on the pending combination with Bryn Mawr.
The CEO, the Chief Human Resources Officer, the Chief Risk Officer and the Personnel and Compensation Committee, with advice from its consultant, have reviewed the Compensation Report containing a description of all compensation components for each executive officer, including base salary, incentive compensation and all of our incentive compensation plans. They have determined that ~~comply~~the compensation packages awarded to our executive officers, and others, are consistent with ~~applicable regulatory guidance~~our goals to provide compensation that is competitive with our peers, that drives financial performance without undue risk, and ~~requirements. During 2017,~~aligns the interests of our executive officers, and others, with those of our stockholders. In addition, during 2021, the Personnel and Compensation Committee reviewed ~~these reports prepared~~an analysis of all incentive plans conducted by our ~~risk officers~~Chief Risk Officer and ~~determined~~concluded that our compensation program is balanced and does not encourage imprudent risk taking. Accordingly, we believe our executive and management compensation plans are reasonable, pay-for-performance-based, competitive, not excessive, and ~~practices~~ do not ~~create~~encourage our executives or any of our Associates to take actions that pose an unnecessary or excessive risk that would threaten the value of our Company and do not unnecessarily expose our Company to risks or encourage the manipulation of reported earnings to enhance the compensation of management.
Alignment of Pay and Performance in 2021
As discussed under the “2021 Incentive Award Determinations”, the Personnel and Compensation Committee considered a number of factors including the state of the economy, the competitive environment in our marketplace, the demand for seasoned talent, and the retention of our Executive Leadership Team when making 2021 executive compensation determinations.
During 2021, we continued to maintain appropriate balance sheet positioning in a changing interest rate environment. Customers continue to see the benefits that ~~are reasonably likely~~WSFS has to offer with local decision making and delivering stellar service experiences. WSFS ranked eighth in our market (which includes portions of Pennsylvania, New Jersey, Delaware and Maryland and is referred to as the “Philadelphia- Camden-Wilmington MSA”) in total deposits and had more than twice the market share of the next largest community bank in that market before we add the combination with Bryn Mawr to our deposit totals. With $15.8 billion in assets and $34.6 billion in AUM and AUA at December 31, 2021, we have created the premier, locally headquartered bank and wealth management franchise in the Greater Philadelphia and Delaware region and fill a long-standing service gap in our market between larger regional/national banks and smaller community banks. At December 31, 2021, we operated from 112 locations, including 89 banking offices.
We continue to have ~~a material adverse effect~~success in strengthening our culture of engaged Associates that bring to life WSFS’ mission of We Stand for Service in our daily delivery of stellar Customer experiences. In 2021, we were once again honored on ~~us.~~
~~Committees~~several occasions with various awards and honors. We value such recognition as it validates our business model and tells us that our strategy is working. The following are some of the ~~Board~~awards and honors we earned.

WSFS Bank2022 Proxy Statement 39
Elements of ~~Directors~~Compensation
Our long-term financial objective is to be a long-term, sustainable, high-performing company, and we have designed our compensation practices toward attracting and retaining high-quality individuals, and motivating and rewarding them for strong performance and creating alignment with the interests of our stockholders. The ~~Corporate Governance~~components of 2021 executive compensation were base salary, short-term cash incentive awards, long-term equity incentive awards and ~~Nominating Committee makes recommendations~~other benefits. Due to the ~~Board for appointments~~ongoing risks to ~~the Board committees. The Board makes a final appointment after a majority decision is reached. The Board will also designate the Chair~~our organization with regard to motivating 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, andretaining our Executive Leadership Team, the Personnel &and 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 elect 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~~exercise discretion during the ~~committee structure shall be reviewed annually by the CNGC. Each committee~~course of the ~~Board shall have~~year and consider discretionary bonuses, on a case-by-case basis, after review of Company and individual performance at the ~~authority and responsibilities set forth in WSFS’ Bylaws,~~end of a year. During 2021, 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.~~
Director

Executive
Committee

Corporate
Governance
and
Nominating
Committee

Audit
Committee

Personnel and
Compensation
Committee

Trust
Committee(1)

Trust
Audit
Committee(1)

Corporate
Development
Committee
Anat Bird

·

C

·

C

·
Francis “Ben” Brake

·

·

·

·

·
Jennifer W. Davis

·

·

·

·
Donald W. Delson

·

C

C
Eleuthère I. du Pont

·

C

·
Christopher T. Gheysens

·

·

Calvert A. Morgan, Jr.(3)

·

·

·

·

Marvin N. Schoenhals(2)

·

·
David G. Turner

·

·

·

C

·

·
Mark A. Turner(2)

C

·

·
Patrick J. Ward(2)

·

·

·
Number of meetings
in 2017

28

4

7

6

6

4

4
~~C= Chair~~
~~(1)~~ ~~The Trust Committee and Trust Audit Committee are committees of the Bank Board.~~
~~(2)~~ ~~Mr. Schoenhals, Mr. Turner, and Mr. Ward routinely attend the CGNC, Audit, Trust Audit, and~~ Personnel and Compensation Committee ~~meetings at the~~ exercised
discretion and ~~invitation~~assessed supplemental performance metrics and results in light of the ~~Committee Chairs~~disproportionately positive impact of the release of ACL reserves on our financial results in 2021 and the Bryn Mawr combination.
As reflected in the charts below, 71% of our CEO’s target total 2021 compensation was variable or “at risk,” and an average of 56% of our other NEOs’ total 2021 compensation was variable or “at risk.” We believe the mix of compensation elements paid to our executive officers incentivizes the strong performance needed to meet our objective.
In the following section, we describe these elements of our executive compensation, including how we determine the amounts for each element, why each element is included in our executive compensation program and the ~~purpose of providing their institutional knowledge~~actual payments resulting from our pay-for-performance incentive programs.

WSFS Bank2022 Proxy Statement 40
Base Salary & Other Benefits
Variable Compensation
(Short-Term Cash Incentives and Long-Term Equity Incentives)
Purpose: Significant tool for recruiting, motivating, and retaining top talent.
Purpose: Incentivize and compensate executives based on achievement of Company-wide and individual goals rewarding for near-term results and creating long-term sustainability.
Base Salary
A stable source of income and serves as a base amount for pay-for-performance determinations
·   Weighs executives’ qualifications, experience, responsibilities, individual performance, and value compared to similar positions in our CPG for market competitiveness
·   Considers expected responsibilities of executives, special circumstances related to staffing needs, and market situations
·   Market-based data utilities for newly hired executives’ amounts; salary requirements of other candidates being considered; and current compensation levels of peer executives at WSFS.
Other Benefits
Includes a non-qualified deferred compensation plan, 401(k) contributions, development allowance and minimal perquisites.
MIP – Short-Term and Long-Term Incentives
Award opportunities based on individual and Company-wide goals weighted based on the executive’s level of responsibility. We apply the same metrics under the MIP for short-term cash incentives as we do for long-term equity incentives.
·   As described in further detail below, in 2021, the Personnel and Compensation Committee assessed the following supplemental performance metrics and results in light of the lessening impact of the COVID-19 pandemic , corresponding impact of the release of ACL reserves on our financial results in 2021, and Bryn Mawr combination: Pre-Provision Net Revenue ("PPNR $")⁽¹⁾, CE3 scores, Q12 scores and goals related to the Bryn Mawr acquisition following a determination to supplement the performance metrics initially selected in February 2021.
·   Annual short-term incentives under the MIP were usually granted as a cash award, but may be granted as equity awards.
Associate Service Bonus Plan: $2,000 Maximum
·   In 2021, PPNR $ replaced ROA in light of the release of ACL reserves noted above.
Integration Performance RSU Plan
Award opportunities based on core ROA and CE3 and Q12 scores, to incentivize and reward executives for the successful integration over a five-year period following our merger with Beneficial in 2019. As described in further detail below in “—Other Equity Incentive Compensation” this plan was terminated in early 2022.
⁽¹⁾ PPNR $ is a non-GAAP metric and ~~insight. They do~~should be considered along with results prepared in accordance with GAAP, and 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 ~~member of~~substitute for GAAP results.
Management Incentive Plan
Through 2021, our executives were eligible for both short-term cash incentive awards and long-term equity incentive awards under the ~~Bank’s Southern Delaware Advisory Board.~~
~~Executive Committee~~
~~The Executive Committee meets as frequently as is necessary and exercises~~MIP. We designed the ~~powers of the~~MIP to reward executives for excellence in performance on key financial metrics determined by our Board of Directors ~~between its meetings. Its primary activities have been~~and the Personnel and Compensation Committee, as well as each executive’s performance and contribution in his or her area of responsibility. The structure of our MIP includes: setting Company- wide goals; setting individual performance goals; weighting the goals; providing incentive opportunities to ~~review loan applications needing~~executive officers; and calculating incentive awards based on actual performance.
The 2021 performance measures under the ~~approval of~~MIP, as established by the Personnel and Compensation Committee and our Board of Directors, were originally ROA, ROTCE and EPS growth. As discussed under the “2021 Incentive Award Determinations” in 2021, the Personnel and Compensation Committee assessed the need to ~~review summary credit quality reports,~~account for the release of ACL reserves as a result of the lessening impact of the COVID-19 pandemic and ~~to review and approve for submission~~activities related to the ~~Board of Directors for its approval~~Bryn Mawr combination and used the ~~majority of all policies.~~following supplemental performance
metrics and results to exercise discretion with respect to 2021 incentive award determinations: PPNR $, CE3 scores, Q12 scores and goals related to the Bryn Mawr combination.
Our MIP design contemplates the following:
· A “quality of earnings review” will be used to consider adjustments from GAAP reported earnings to MIP earnings;
· Award opportunities will be based on specified percentages of base salary for threshold, target and maximum/stretch achievement by executive officers; and
· A proportional approach (interpolation) will be used to calculate incentive payouts for the performance results that fall between threshold, target and stretch levels.
~~Another important role~~The MIP measures the performance of the ~~Executive~~CEO solely based on Company-wide performance goals. However, the Personnel and Compensation Committee isalso establishes individual performance expectations for the CEO in addition to ~~review and approve any transactions~~those associated with ~~insiders. Under our written policy,~~

WSFS Bank2022 Proxy Statement 41
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~~MIP. These performance expectations are established by the ~~Board~~Personnel and Compensation Committee after review, discussion and approval of ~~Directors, with~~recommendations submitted by the ~~interested party (if a director) abstaining from participating directly or indirectly in~~CEO. The Personnel and Compensation Committee assesses the ~~voting. All loans granted to insiders, regardless~~performance of the ~~amount,~~CEO compared to these performance expectations when annual salary adjustments are ~~reported~~being considered and makes a recommendation to the Board of Directors.
INDIVIDUAL SHORT-TERM CASH INCENTIVE AWARD DETERMINATIONS
~~Corporate Governance~~The amount of each executive’s short-term cash incentive award under the MIP is based on achievement against the performance goals described in this “Management Incentive Plan” section. Annual short-term cash incentives under the MIP are usually granted as a cash award, but may be granted as equity awards.
INDIVIDUAL LONG-TERM EQUITY INCENTIVE AWARD DETERMINATIONS
The amount of each executive’s long-term equity incentive award under the MIP is based on achievement against the performance goals described in this “Management Incentive Plan” section. Through the MIP, the Executive Leadership Team has historically earned restricted stock units (“RSUs”) and ~~Nominating~~stock option awards by reaching the annual targets, using a sliding scale for achieving threshold, target and superior results. Long-term equity incentive awards vest over a minimum of four years. Long-term incentive awards under the MIP issued in February 2022 (based on 2021 performance), will vest over a four- year period.
Historically, half of the value of the long-term equity incentive awards was granted in the form of stock options with four-year vesting and a seven-year life, and half of the value of the long-term equity incentive awards is in the form of RSUs with four-year vesting. For 2021 performance, however, long-term equity incentive awards were granted only in RSUs in order to assist in the transition to the new ELTIP. Further, to improve pay-for-performance and alignment, the Personnel and Compensation Committee has the discretion to grant NEOs other performance-based equity awards from time to time.
Equity Incentive Program in Transition
During 2021, WSFS reviewed our overall incentive compensation program to ensure that it maintains a strong alignment with business strategy and Bank performance and provides long-term incentive opportunity reflecting multi-year performance. The Personnel and Compensation Committee approved program changes in which we will transition from our existing MIP and begin implementing elements of our new program in 2022 that we are referring to as the ELTIP. Additional detail about our ELTIP is described below under “Incentive Compensation Review and Redesign”.

2021 Executive Compensation Summary
Base Salary
Our Board of Directors approved NEO base salary changes as shown in the following table:

2022 to
2021

2021 to
2020

Name 2022 % Increase 2021 % Increase 2020
Rodger Levenson $ 870,000 8.7 % $ 800,000 3.2 % $ 775,000
Dominic C. Canuso 496,500 10.0 % 451,500 5.0 % 430,000
Steve Clark 430,000 3.1 % 417,250 2.5 % 407,000
Peggy H. Eddens 430,500 0.0 % 430,500 2.5 % 420,000
Michael P. Reed 436,250 3.0 % 423,500 2.0 % 415,000
Merit increases for our NEOs over the past two years have been consistent with national survey data and similar CPG positions and also consistent with merit increases across the organization. Our compensation philosophy has been to review base salaries using the 50th percentile and consider individual performance, skills and experience to determine an appropriate base salary. More specifically, changes in our NEOs’ base salaries over the past two
years reflect their increased responsibilities, our performance during that period, the growth of our Company, and the change to our compensation policy described above. Mr. Levenson’s 2021 and 2022 base salary represents approximately the 50th percentile of an equal blend of the CPG and national survey data of similarly-sized banking institutions following the acquisition of Bryn Mawr based on the bi-annual compensation review.

WSFS Bank2022 Proxy Statement 42
2021 MIP Determination
In February 2021, the Personnel and Compensation Committee initially selected Adjusted ROA, Adjusted ROTCE and Adjusted EPS growth as the Company-wide performance measures for the MIP for 2021. All three financial measures are non-GAAP financial measures and may not be comparable to similar non-GAAP financial measures used by other companies.
For 2021, consistent with prior years, the weighting percentage for the CEO was 100% for Company-wide performance; and, for the executive vice present-level NEOs the weighting was 75% Company- wide performance and 25% individual performance. Individual performance goals are agreed upon at the beginning of the year by the EVPs and the CEO and include specific operational and performance metrics pertinent to each EVPs area. Examples of these individual performance goals are asset quality metrics, service level agreement performance, area specific growth initiatives and strategic planning.
As further discussed below, ultimately the Personnel and Compensation Committee supplemented the performance measures and target levels it set in February 2021.
Quality of Earnings Review
In connection with administering the MIP, the Personnel and Compensation Committee conducts a “quality of earnings” review under which it evaluates any unusual, one-time items generally greater than $2.0 million, after tax, that impact cash, equity and earnings, and considers them for adjustments for the purposes of calculating relevant performance measures for the MIP. Any “quality of earnings” evaluations are made with a strong bias towards ensuring that management is accountable for reported results. For 2021, the Personnel and Compensation
Committee’s review concluded that the following items should be excluded from the calculation of ROA, ROTCE, and EPS growth for the purposes of MIP:
· Corporate Development and Restructuring costs of $14.1 million (mainly related to our acquisition of Bryn Mawr, as well as some remaining restructuring costs from the Beneficial acquisition);
· The gain on sale of SoFi stock of $5.1 million and the related $1.0 million WSFS CARES Foundation contribution; and
· $10.9 million of the $15 million legal settlement from the Charter Oak litigation (as $4.1 million of net losses were applied to Quality of Earnings in prior years).
As a result, solely for the purpose of determining achievement in 2021 the Company-wide performance measures under the MIP, our adjusted ROA was 1.86%, adjusted ROTCE was 121.92% and the increase in adjusted 2021 EPS compared to adjusted 2020 EPS was 203.72%.
2021 MIP Results
The following table shows our 2021 adjusted results for ROA, ROTCE and EPS growth, the performance measures originally selected by the Personnel and Compensation Committee under the MIP, which are non-GAAP financial metrics and should be considered along with results prepared in accordance with GAAP, and not as a substitute for GAAP results. Our score is calculated by determining the average of scoring for our performance against Adjusted ROA, Adjusted ROTCE and Adjusted EPS growth versus pre-established performance targets. A numerical value is interpolated based on a score of 1 for “threshold,” 2 for “target” and 3 for “stretch.”

Goal Threshold Target Stretch WSFS Results Result
Adjusted ROA 0.98% 1.16% 1.30% 1.86% Stretch +
Adjusted ROTCE 11.35% 13.19% 14.59% 21.92% Stretch +
Adjusted EPS Growth 47.56% 75.00% 96.30% 203.72% Stretch +
Aggregate Result Stretch +
2021 Incentive Award Determinations
Background
We disclosed in our 2021 Proxy Statement that the Personnel and Compensation Committee and our Board of Directors determined it was best to evaluate both Company performance and incentive awards for the Executive Leadership Team using performance metrics in addition to those metrics initially established for the 2020 MIP given the substantial adverse impact that the COVID-19 pandemic had on the local and national economies and on our operations and financial results in 2020. Specifically, the Personnel and Compensation Committee used the following financial metrics and qualitative criteria to evaluate our Company’s performance in 2020: (1) PPNR as a percentage of assets (“PPNR %”) compared to our $10-$20 billion asset size peer group; (2) Customer Engagement (“Gallup CE3”); (3) Associate
Engagement (“Gallup Q12”); and (4) Community Efforts. PPNR is a non-GAAP financial measure calculated as pre-tax net revenue before provision for credit losses less pre-tax noninterest expense.
By March 2021, after establishing the Company-wide performance measures for the MIP for 2021, the Personnel and Compensation Committee determined that there was a potential need to consider metrics and criteria, in addition to the established Company-wide performance measures for 2021, when determining appropriate incentive compensation for the Executive Leadership Team for 2021, given the continued COVID-19 pandemic and uncertain economic environment at that time. In order to assist with assessing the 2021 performance of the Company, the Personnel and Compensation Committee worked with management and Pearl Meyer throughout 2021 to identify supplemental performance metrics and criteria that were consistent with the Company’s long-term growth and strategic objectives.

WSFS Bank2022 Proxy Statement 43
As a starting point, the Personnel and Compensation Committee, management and Pearl Meyer considered the performance metrics and qualitative criteria that were considered as part of the 2020 incentive award determinations as they were considered measures important to the long-term sustainability of the Company. Working together throughout the remainder of 2021, the Personnel and Compensation Committee, management and Pearl Meyer evaluated the impact that both the COVID-19 pandemic and the re-opening of the local and national economies had on our operations and financial results.
Unlike 2020, where the COVID-19 pandemic caused an extraordinarily large build up in our ACL and thus substantially and adversely impacting our financial results, the re-opening of the local and national economies and the lingering positive impacts of massive government stimulus caused significant releases from our ACL in 2021 resulting in a disproportionate and substantial positive impact on our 2021 financial performance. Given the symmetry of the ACL build up and releases in 2020 and 2021, respectively, and the continued impact of COVID-19 on our Company’s
operations, the Personnel and Compensation Committee determined that supplemental performance metrics and qualitative criteria substantially similar to those used in 2020 were appropriate for evaluating our Company’s 2021 performance and determining incentive awards for the Executive Leadership Team. The Personnel and Compensation Committee determined that the Bryn Mawr acquisition was an appropriate additional criteria to consider when evaluating the performance of the Executive Leadership Team given the substantial efforts and work performed by the Executive Leadership Team and senior management on the acquisition.
2021 Supplemental Performance Metrics and Criteria
As part of the Personnel and Compensation Committee’s evaluation of our Company’s 2021 performance, it used the following supplemental performance metrics and criteria:

Metric Description 2021 Highlights
1. PPNR $*
·   Adjusted PPNR $ (adjusted for quality of earnings) was $246.9 vs. our 2021 financial plan of $224.1
2. Customer Engagement (“Gallup CE3”):The Gallup CE3 is a concise survey comprised of three actionable items with the most conclusive links to crucial customer outcomes. The Gallup CE3 categorizes customers into three distinct groups: fully engaged, indifferent and actively disengaged.
·   The Bank’s Net Promoter Score increased from 61.8 to 78.9 including feedback from approximately 35,000 Customers
·   Continued support of the CARES Act PPP program including supporting the generation of over $355 million of second round PPP loans to over 2,300 WSFS and non-WSFS Customers
3. Associate Engagement (“Gallup Q12’’):The Gallup Q12 represents a survey of 12 questions that measure the most important elements of Associate engagement.
·   3 COVID-relief day benefit for personal illness and daycare issues
·   Approximately 30% of Associates in our Corporate offices have safely returned through our Future Forward phased transition planning
4. Bryn Mawr Transaction: Goals related to the completion of the acquisition of Bryn Mawr.
·   Completion of Due Diligence in early 2021
·   Received shareholder approval from both Company’s shareholders in 2Q 2021
·   Received regulatory approval from the OCC in July 2021
·   Received regulatory approval from the Federal Reserve in December 2021
·   Completed the merger of the two Companies on January 1, 2022
* PPNR $ is a non-GAAP financial measure and should be considered along with results prepared in accordance with GAAP, and not as a substitute for GAAP results
The following table shows our 2021 actual results for the supplemental performance metrics . Our score is calculated by determining the weighted average of scoring for our actual performance versus performance targets for each metric. A numerical value is interpolated based on a score of 1 for “threshold,” 2 for “target” and 3 for “maximum” or “stretch.” This score was applied to our MIP payout percentages, and a payout was calculated.
Goal
Threshold
Target
Maximum
or Stretch
WSFS Results
Weighting
Result
PPNR $ (millions) $189 $224 $251 $246 70% Target +
Customer Engagement (“Gallup CE3”) 4.43% 4.46% 4.49% 4.47% 10% Target
Associate Engagement (“Gallup Q12”) 4.16% 4.21% 4.26% 4.35% 10% Stretch
Bryn Mawr Trust Transaction 1.00 2.00 3.00 3.00 10% Stretch
Aggregate Result Target +
WSFS Bank2022 Proxy Statement 44
Short-Term Cash Incentive Award Payouts: The below table reflects the target values of each of our NEO’s short-term cash incentive award under the MIP as a percent of his or her base salary.
Name Minimum Target Maximum or Stretch
Rodger Levenson 37.5% 75% 150%
Dominic C. Canuso 25% 50% 100%
Steve Clark 25% 50% 100%
Peggy H. Eddens 25% 50% 100%
Michael P. Reed 25% 50% 100%
Based on the Company’s achievement in 2021 against the four supplemental performance metrics noted above, and additional discretion exercised by the Personnel and Compensation Committee related to the extraordinary efforts of the CEO and Executive Leadership Team during 2021, reflecting the continued leadership and strategic direction provided by the Executive Leadership Team during the year, the Personnel and Compensation Committee granted and our Board of Directors approved a short-term cash incentive award to our CEO in an amount equal to 150.0% of base salary and to executive vice president-level NEOs in an amount equal to 100% of base salary, which represent maximum payout levels.
LONG-TERM EQUITY INCENTIVE AWARD PAYOUTS:The below table reflects the target values of each of our NEO’s long-term equity incentive opportunity under the MIP as a percent of his or her base salary.

~~Each member~~
Name Minimum Target Maximum or Stretch
Rodger Levenson 85% 100% 115%
Dominic C. Canuso 50% 60% 70%
Steve Clark 50% 60% 70%
Peggy H. Eddens 50% 60% 70%
Michael P. Reed 50% 60% 70%
As noted above with respect to short-term incentive awards for 2021, the Personnel and Compensation Committee also exercised their discretion to authorize the maximum payout levels under the MIP plan for long-term incentive awards for 2021, and the Personnel and Compensation Committee granted long-term equity incentive awards of RSUs to our CEO in an amount equal to 115% of base salary and to executive vice president-level NEOs in an amount equal to 70% of base salary.
Payment of incentive awards under the MIP occurs no later than March 15th of the ~~Corporate Governance and Nominating Committee is “independent” as defined in~~year following the ~~listing standards~~performance period. This timing usually provides ample opportunity for the finalization of ~~the Nasdaq Stock Market. A copy of the Corporate Governance and Nominating Committee Charter~~year-end performance results, as well as maintaining compliance with the short-term deferral exception under Section 409A requirements of the Internal Revenue Code of 1986, as amended (the “Code”).
The total value of long-term equity incentive awards with a four-year vesting schedule granted to our NEOs in 2022 for 2021 performance at the maximum level was $3,370,700.
Other Equity Incentive Compensation
Equity incentives for our executive officers are awarded pursuant to the terms of our 2018 Incentive Plan (the “2018 Plan”). Our equity incentive awards include the long-term equity incentive awards paid under the MIP, which is the primary method by which we provide
long-term incentives to our executives. See the discussion above in the section entitled “Management Incentive Plan.” We offer equity awards as a performance incentive to encourage ownership of our common stock by our executives and to further align the interests of management with those of our stockholders. Equity awards also provide value by attracting, motivating and retaining executives and provide appropriate and meaningful rewards to executive officers for our long-term success.
The Personnel and Compensation Committee awards equity grants annually, generally at its February meeting. Grants may be recommended at other ~~corporate governance documents can be found~~times during the year for special circumstances, such as the hiring of a new executive. In June 2020, management was granted the discretion to approve such awards valued up to $100,000 per award. Awards valued more than $100,000 are subject to Personnel & Compensation Committee approval. Stock option awards are granted with an exercise price not less than the fair market value of our common stock on the ~~investor relations page~~date of ~~our website www.wsfsbank.com (select “Investor Relations” on~~grant. The grant date fair value of stock option awards is determined using the ~~menu found~~Black-Scholes option-pricing model. Please note that options were last awarded under ~~“About WSFS”~~the MIP in February 2021. In consideration for the transition to the ELTIP, 2022 equity awards for 2021 performance will be granted as RSUs only. The fair value of RSUs is equal to the grant date fair value of the Company’s common stock.

WSFS Bank   2022 Proxy Statement 45
Integration Performance RSU Plan
The Integration Performance RSU Plan (the “Integration Plan”) provided incentive awards to members of the Company’s senior leadership team linked to the achievement of milestones related to the integration of Beneficial and ~~click on “Corporate Governance”~~other strategic goals. On February 24, 2022, the Board and the Committee approved the termination of the Integration Plan. The Integration Plan and awards granted thereunder have been described previously in the Company’s proxy statements filed in 2020 and 2021.
Integration Performance-Based RSU Awards (the “Integration Awards”). earned under the Integration Plan were issued pursuant to the terms of the 2018 Incentive Plan. The table below shows the performance metrics, target goals and weighting assigned to each metric.
Metric Goal % Weighting
Core ROA⁽¹⁾ 1.75% 80%
Gallup CE3⁽²⁾ 80th Percentile⁽⁴⁾ 10%
Gallup Q12⁽³⁾ 90th Percentile⁽⁴⁾ 10%
(1) Core ROA is a non-GAAP financial measure that excludes certain unusual, one-time items.
(2) The Gallup CE3 is a concise survey comprised of three actionable items with the most conclusive links to crucial customer outcomes. The Gallup CE3 categorizes customers into three distinct groups: fully engaged, indifferent and actively disengaged.
(3) The Gallup Q12 represents a survey of 12 questions that measure the most important elements of Associate engagement.
(4) Percentiles represent ranking against Gallup overall database.

The ~~Corporate Governance~~table below shows the vesting period of the Integration Awards earned. The vesting period was dependent upon the annual period in which the awards performance vest and ~~Nominating Committee’s role~~ranged from one to three years.
Performance Vesting Year Additional Time-Based Vesting
2021 3 years
2022 2 years
2023 1 year
The termination of the Integration Plan will be effective upon execution of termination agreements with each of the Integration Plan participants. In connection with the termination of the Integration Plan, the portion of the related Integration Awards attributable to Core ROA was terminated, and ~~responsibilities include~~ the ~~following:~~Personnel and Compensation Committee exercised its discretion under the Integration Plan to determine the Gallup CE3 performance goal was met. In addition, the Gallup Q12 goal was satisfied in 2021. As a result, 20% of the RSUs subject to the Integration Awards vested and became subject to service-based vesting conditions.
WSFS Bank   2022 Proxy Statement 46

·Benefits                  ~~Review~~
401(k) Employer Contribution
We provide a 401(k) program that allows Associates to contribute a portion of their pre-tax earnings towards retirement savings. We offer a Company match to all Associates enrolled in our 401(k) plan as a component of total compensation and ~~assess at least annually~~to encourage them to participate in the ~~adequacy~~401(k) program. We match the first 5% of ~~the Company’s corporate governance, review~~an Associate’s contribution dollar-for-dollar up to IRS limitations.
Director and ~~consider “best governance practices,”~~Executive Non-Qualified Deferred Compensation Plan
We offer a non-qualified deferred compensation plan for our executives and Board of Directors. For executives, this program allows for base compensation to ~~incorporate into its “Board Principles~~be deferred, as well as for deferment of cash awards. For directors, this program allows for retainer and ~~Guidelines,”~~meeting fees to be deferred. It offers pre-tax, voluntary contributions, tax deferred earnings, investment choices 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~~flexible payment options. The plan is solely funded by the ~~Company’s stockholders~~participant and ~~qualified~~there is no matching contribution made by the Company. The plan was reviewed and approved by our Personnel and Compensation Committee and our Board of Directors. The following table provides information relating to ~~stand for nomination. Such evaluation includes personal interviews and~~deferrals of compensation by our NEOs under our non-qualified deferred compensation plan.
Name and Principal Position Executive
Contributions
in 2021⁽¹⁾ Aggregate
Earnings
in 2021⁽²⁾ Aggregate
Withdrawals/
Distributions
in 2021 Aggregate
Balance at
December 31,
2021
Rodger Levenson $            — $ — $ — $ —
Dominic C. Canuso — — — —
Steve Clark — 18,202 — 286,172
Peggy H. Eddens 171,075 70,322 — 873,398
Michael P. Reed — — — —
(1) Amounts in this column are included in the Summary Compensation Table.
(2) Amounts in this column are not included in the Summary Compensation Table.
Development Allowance
We provide a ~~thorough review of a candidate’s background, experience and credentials;~~
·                  ~~Recommend approved director candidates~~Development Allowance to ~~the Board;~~
·                  ~~Assist the Board in developing succession plans~~our executive officers that provides up to $35,000 per year for the CEO and ~~evaluate potential successors;~~up to $12,500 per year for executive vice presidents. These amounts reflect our growth and executive involvement in expanded markets. Allowable expenses under the Development Allowance Policy include items that improve an executive’s networking and business development prospects, personal health, time management and general well-being in a way that can reasonably be expected to result in improvements to their productivity as one of our executives. CEO expenditures must be approved by the Lead Independent Director. Expenditures by executive vice presidents must be approved by the CEO.
·                  ~~Recommend Committee-approved CEO candidates~~Relocation Benefits
Separate from the above allowance, executives who are recruited from outside our market may be reimbursed for costs associated with their transitional relocation.
Retirement Plans
We do not maintain a tax-qualified non-contributory retirement plan (pension plan). However, we do provide continuation of medical benefits to Associates, including our executive officers, who
retire, should they elect to participate in the benefit. We provide supplemental contributions toward retiree continuing medical coverage costs. For 2021, our contribution towards this supplement was capped at $3,996 per retiree, but may have been less based on length of service at time of retirement of each retiree, irrespective of annual increases to the ~~Board;~~cost of the medical benefit premium. We limit our increases to no more than 4% annually. Primarily because of changes to Medicare Part D coverage, this plan is no longer meaningfully utilized by, or available to, Associates who were not already retirement eligible as of March 31, 2014.
·Employment Agreements                  ~~Retain~~
Because of our corporate philosophy which emphasizes commitment based on performance, we do not have employment agreements for our NEOs. We have a formal severance policy for executive vice presidents who report to the Chief Executive Officer which provides payments to NEOs if their employment is terminated without cause or under certain conditions following a change in control. Further details concerning the severance policy are provided in the section entitled “Potential Payments upon Termination or Change in Control.”

WSFS Bank   2022 Proxy Statement 47
Executive Compensation Review and ~~terminate any search firm~~Redesign
Summary
As the discussions with Bryn Mawr about a potential combination reached their final stages, the Personnel and Compensation Committee engaged its compensation consultant, Pearl Meyer, to assist in a comprehensive review of our overall executive compensation program. The Personnel and Compensation Committee determined that it was prudent to undertake a comprehensive review given the size the Company would be following the combination with Bryn Mawr, along with its dramatic growth since the beginning of 2018, and the significantly increasing competition for talent since the start of the COVID-19 pandemic that has been experienced not only nationwide and across all industries, but also in our markets and the financial services industry. The primary objective of the review was to redesign the executive compensation program, where appropriate, to keep it competitive for attracting and retaining high-quality individuals and to continue to align the interests of our senior management with our stockholders and our long-term success.
Initially, Pearl Meyer evaluated our CPG based on what the Company would look like from a size and performance perspective following the combination with Bryn Mawr, along with factors such as companies that we compete for talent with, and companies with a similar business model, size and geographic location. As described earlier under “Peer Group”, with the assistance of Pearl Meyer the Personnel and Compensation Committee identified an updated CPG that we believe better reflects our newly combined franchise. Then Pearl Meyer did a complete review of our executive compensation program, including the three main components of base salary, short- term incentive and long-term incentive, in light of our updated CPG. Following this review, the Personnel and Compensation Committee approved program design changes to our executive compensation
program that have been implemented for 2022 and beyond to ensure that executive compensation maintains a strong alignment with business strategy and our stockholder interests, while incentivizing our executives for multi-year performance. We refer to the new program as the ELTIP.
Steps in the transition and an overview of our new program are as follows:
· WSFS granted RSUs in early 2022 based on our 2021 incentive program and performance results under the MIP. Vesting will occur over the period 2023 through 2026.
· PSUs are being granted at the maximum opportunity in 2022 which replace our historical use of stock options. We believe the adoption of PSUs aligns us with industry best practice and will reward future versus past performance.
· The mix of equity grants will change in our new program to 40% time-vested RSUs and 60% performance-vested PSUs (at target performance level).
· PSUs granted in 2022 will cliff vest at the end of 2025, with the number of vested shares depending on our performance over the period.
· We will compare our three-year cumulative Core Return on Assets to the performance of banks currently in the KBW Community Bank Index, and our percentile ranking will determine the number of vested PSUs. No PSUs will vest for performance that ranks below the 25th percentile. One-fourth of the maximum PSU award will vest for ranking at the 25th percentile and increase ratably to the maximum PSU award for results ranking at the 100th percentile.

WSFS Bank   2022 Proxy Statement 48
In the following section, we describe these elements of our ELTIP, including how we determine the amounts for each element, why each element is included in our executive compensation program and the actual payments resulting from our pay-for-performance incentive programs.
Annual Incentive Compensation Determination Process
Company-wide Performance Goals
Annually, the Personnel and Compensation Committee reviews our metrics and establishes Company-wide targets on the chosen metrics. In selecting the metrics, the Personnel and Compensation Committee considers our short-term and long-term business strategy, the current business environment, and the interests of stockholders.
The Company reviews and adjusts, as necessary, performance metrics at the onset of a new performance period to ensure they continue to reflect our business strategy and market best practices. This review process helps ensure that Company-wide goals used for incentive plans support the Company’s overall strategy, accommodate any shifts in strategy from year-to-year or during market changes and reflect past experiences and best practices. The Personnel and Compensation Committee has discretion to modify awards downward if some other threshold level is not achieved. Examples of potential events or factors that Personnel and Compensation Committee may consider in reducing or eliminating awards include but are not limited to: downgrading of the Bank’s CAMELS rating, imposition of regulatory enforcement actions, or excessive non-performing assets.
Individual Performance Goals
Annually, each executive officer develops individual performance goals for the year consistent with that year’s financial plan and the current three-year strategic plan, as well as for personal professional growth.
These goals are submitted to the CEO for review, amendment, and approval. Through an iterative, collaborative process, the executive officers and the CEO agree to the final individual performance goals. Individual performance goals are tailored to each executive officer’s function and particular area of responsibility, and may cover a wide variety of performance measures, including, but not limited to, financial performance, customer engagement, operational milestones, and other matters.
Weighting the Goals
Subject to final approval by our Board of Directors, the Personnel and Compensation Committee has final discretion to determine the amounts of final award payouts to all our executive officers, with the exception of the CEO, which is at the recommendation of the Personnel and Compensation Committee and at the final discretion of the full Board of Directors.
Historically, the weighting percentage for NEOs has been 75% for Company-wide performance and 25% for individual performance. Beginning in 2022, this weighting percentage for short-term cash incentives will change to reflect 80% Company-wide performance and 20% individual performance determined by measures and objectives established in discussion with the CEO. The CEO’s awards will continue to be based solely on Company-wide performance.
The Personnel and Compensation Committee believes that the more senior the rank of the executive, the more responsibility that executive has for Company-wide performance. As a result, as seniority increases, the weighting of Company-wide performance measurement criteria compared to individual performance criteria generally also increases, such that Company-wide performance plays a larger role in determining the amount of incentive awards provided to such executives. Similarly, individual and business unit performance goals play a larger role in determining the amount of the incentive award for less senior executives as compared to overall Company-wide performance.
WSFS Bank   2022 Proxy Statement 49
Description of New Executive Leadership Team Incentive Plan
Short-term Incentive Award Payouts: Short-term incentive awards under the new ELTIP will use three Company financial measures of performance as shown in the table below, which are non-GAAP financial measures and should be considered along with results prepared in accordance with GAAP, and not as a substitute for GAAP results. In addition, short-term incentive awards will include a strategic goal that may vary year-to-year and will align with the objectives identified through the Company’s financial or strategic planning process. The following table shows our 2022 performance metrics under the new ELTIP. Short-term incentive awards for the CEO will be earned based solely on the Company-wide performance score. Short-term incentive awards for NEOs will be earned based on a weighting of 80% Company- wide performance and 20% for individual performance determined by measures and objectives established in discussions with the CEO.
Goal Threshold Target Maximum or
Stretch Weighting
Core ROA 1.00 % 1.10 % 1.26 % 25%
Core ROATCE 12.1 % 13.1 % 14.8 % 25%
Core EPS $ 3.17 $ 3.48 $ 4.00 25%
Strategic^* TBD TBD TBD 25%
* The Personnel and Compensation Committee expects that the Strategic criteria for the short-term incentive award measure will incorporate elements and objectives from the Company’s 2022 Three-Year Strategic Plan which is expected to be ~~used~~approved by our Board of Directors in the second quarter of 2022.
Beginning in 2022, short-term incentive award percentage payout opportunity levels as a percentage of his/her base salary under the new ELTIP are as follows:
Name Minimum Target Maximum or Stretch
Rodger Levenson 55% 110% 165%
Dominic C. Canuso 33% 66% 100%
Steve Clark 33% 66% 100%
Peggy H. Eddens^* — — —
Michael P. Reed 33% 66% 100%
* Ms. Eddens retired at the end of 2021 and, therefore, is not a participant in the ELTIP.
Long-term Equity Incentive Award Payouts: Long-term incentive awards will be awarded to ~~identify director candidates, including~~the CEO and NEOs in the form of RSUs and PSUs with a 40% and 60% split respectively. The RSUs will vest in equal annual installments over three years, and PSUs that vest based on the Company’s cumulative core ROA performance after a three-year period relative to the KRX Index for the same period. On February 24, 2022, the CEO and NEOs were awarded PSUs representing total dollar amount of the maximum value of the PSUs under the new ELTIP plan based on the price of WSFS common stock on the date of grant.
The RSUs awarded under the ELTIP will be equal to 76% of the CEOs base salary and 28% of an executive’s base salary and are not subject to any performance metrics. As a result, starting in 2023, as compensation for 2022, the CEO and each member of the Executive Leadership Team will receive, as part of their long-term incentive award under the ELTIP, RSU grants with a dollar value equal to 76% or 28% of his/her base salary respectively. The PSUs awarded under the ELTIP will be equal to 114% of the CEOs base salary and 42% of an executive’s base salary and are subject to performance metrics. The performance metric for the Company’s 2022 PSU awards is a percentile ranking of the Company’s cumulative core ROA during the three-year period, as compared to the companies in the KRX Index, subject to the
exercise of discretion by the Personnel and Compensation Committee for unique circumstances. The actual number of shares that will vest at the end of the three-year period will be based on the core ROA performance over the three-year period relative to the KRX Index. If such performance is at the 25th percentile, 50th percentile, 75the percentile and 100th percentile, grantees will receive 25%, 50%, 75% and 100% of their maximum award grant, respectively.
The table below shows the total dollar value of PSUs for 2022 that were awarded to our principal executive officer, principal financial officer and other named executive officers under the ELTIP on February 24, 2022 based on the price of WSFS common stock on the date of grant.
Plan Participant
Maximum Value of PSUs*
(Dollars in thousands)
Rodger Levenson $1,983,600
Dominic C. Canuso $417,060
Steve Clark $361,200
Peggy H. Eddens** —
Michael Reed $366,450
* At date of award with a share price of $49.76.
** Ms. Eddens retired at the end of 2021 and, therefore, is not a participant in the ELTIP.

WSFS Bank   2022 Proxy Statement 50
Beginning in 2022, long-term incentive percentage payout opportunity levels as a percentage of his/her base salary under the new ELTIP will be compared against the percentile where WSFS financial results stand against the KRX Index:
Name 25^th 50^th 75^th 100^th
Rodger Levenson 105% 190% 247% 304%
Dominic C. Canuso 39% 70% 91% 112%
Steve Clark 39% 70% 91% 112%
Peggy H. Eddens^* n/a n/a n/a n/a
Michael P. Reed 39% 70% 91% 112%
*Ms. Eddens retired at the end of 2021 and, therefore, is not a participant in the ELTIP.
Executive Compensation Policies
Clawback Policy
The Personnel and Compensation Committee reserves the right to recover (“clawback”) any incentives that were paid due to fraudulent activity, inaccurate performance criteria or reporting, or errors in financial statements that are required to be restated. The Personnel and Compensation Committee approved a Compensation Clawback Policy in February 2019 in general alignment with proposed SEC clawback rules. Our Board of Directors has the sole authority to ~~approve~~interpret, apply and implement this policy. Pursuant to this policy, the ~~search firm’s fees~~Personnel and ~~other retention terms. The~~Compensation Committee ~~also has authority~~may require executive officers to ~~obtain advice~~forfeit and ~~assistance from internal~~reimburse any bonus, award or ~~external legal, accounting~~incentive compensation paid under a benefit plan to the extent that such bonus, award or incentive compensation was due to or was based on statements of earnings, revenues, gains, the performance metric criteria of a benefit plan or other ~~advisors;~~
·                  ~~Oversee~~criteria that were later found to be materially inaccurate by the ~~proper training~~Personnel and ~~orientation of new directors and continuing education of all directors as appropriate;~~
·                  ~~Oversee~~Compensation Committee. Executive officers are subject to clawback provisions in the ~~election of committee chairs;~~
·                  ~~In conjunction with Committee Chairs, recommend~~event the Company is required to prepare an accounting restatement due to the material noncompliance by the Company during the three completed fiscal years preceding the date the restatement is determined to be filed. In addition, if an executive officer engages in misconduct that, in our 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~~of Directors’ discretion, directly or indirectly causes a material adverse effect to the Company, our Board of Directors ~~for its review~~may require forfeiture or reimbursement of awards during the three-year period preceding the commission of the act of misconduct.
Policy Prohibiting Hedging
Our Insider Trading Policy specifically prohibits WSFS insiders, which are defined as directors, officers holding the title of Senior Vice President or higher and ~~approval;~~any other Associates with access to material non-public information, from hedging the risk associated with the ownership of our common stock.
·                  ~~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~~Stock Ownership Guidelines
Our Board of Directors has established a guideline for ~~its review~~the Executive Leadership Team such that the CEO should own 60,000 shares of vested common stock and ~~approval;~~all executive vice presidents should own
·                  ~~Annually review and recommend any changes~~15,000 shares of vested common stock, each to be accumulated within five years of assuming his or her executive position. Our independent members of our Board ~~stock ownership and retention guidelines;~~
·                  ~~Annually review compliance~~ of ~~stock~~Directors are also required to hold a minimum of 5,000 shares of our common stock. These ownership guidelines are evaluated periodically for appropriate adjustments.
Stock Trading Plans
Our Insider Trading Policy allows for purchases or sales of WSFS’ stock made in compliance with a written plan established by ~~Executives and Directors~~
·                  ~~Annually review its own performance and annually propose~~ a ~~methodology for assessing the performance of~~director, officer or 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~~Associate that meets the ~~independence criteria set forth in~~requirements of Rule ~~10A-3~~10b5-1 under the Exchange ~~Act. Christopher T. Gheysens meets~~Act (a “Plan”) if: (1) the ~~SEC’s definition~~Plan was established in good faith, in compliance with the requirements of ~~financial expert~~Rule 10b5 -1, at a time when the individual was not in possession of material non-public information about WSFS, and, for WSFS Insiders, was established during an open window period for trading in WSFS’ stock and not during any trading “blackout” period; and (2) the ~~Audit Committee. For bank regulatory purposes, Calvert A. Morgan is also considered a banking~~Plan was reviewed by the Company’s Legal Department prior to its establishment to confirm compliance with the Insider Trading Policy and ~~financial expert. A copy~~its related procedures. No amendments to such Plans are permitted during blackout periods.
From time to time, other WSFS insiders may enter into similar trading plans in accordance with Rule 10b5-1.
Tax Considerations Related to Our Executive Compensation
Section 162(m) of the ~~Audit~~Code (“Code Section 162(m)”) provides that certain compensation paid in excess of $1.0 million to our CEO, CFO and certain other executives and former executives is not deductible for federal income tax purposes. Although the Personnel and Compensation Committee ~~Charter can~~seeks, where feasible, to structure compensation granted to our executive officers in a manner that is intended to minimize or eliminate the impact of the Code Section 162(m) deduction limitation, the Personnel and Compensation Committee believes there is a need for flexibility to determine compensation consistent with its overall compensation philosophy and objectives and aligned with other corporate priorities. There are scenarios in which the Personnel and Compensation Committee may approve compensation that is not fully deductible under Code Section 162(m).

WSFS Bank   2022 Proxy Statement 51
Section 280G of the Code (“Code Section 280G”) limits our ability to take a federal income tax deduction for certain compensation that could be ~~found~~paid to executive officers resulting from a change in control transaction affecting us. In the event we pay any “excess parachute payments,” as defined under Code Section 280G, we would have compensation payments that are not tax deductible under Code Section 280G and executives would have excise taxes due on the ~~investor relations page~~receipt of such “excess parachute payments” under Section 4999 of the Code (“Code Section 4999”). The Personnel and Compensation Committee considers the adverse tax liabilities imposed by Code Section 280G and Code Section 4999, as well as its overall philosophy and objectives and corporate objectives, when it structures certain compensation to our executive officers.
CEO Pay Ratio
The CEO Pay Ratio, as set forth below, is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
The median employee used in our 2020 analysis retired during 2021. In identifying a new median employee at December 31, 2021, we used a measure of total cash compensation defined as the sum of base salary, bonus, incentive, commission, holiday, paid time off and overtime pay as reflected in our payroll records. We believe this is a reasonable measure of total compensation and consistent with
prior years’ methodology. Our 2021 employee population consists of approximately 1,800 employees, all of whom are located in the United States. This population includes all full-time, part-time and temporary employees. It does not include seasonal workers who we hire to assist us during the summer months or temporary workers hired through an agency. We annualized the compensation of approximately 300 full-time employees who were hired during 2021, based on the portion of the year for which they were employed.
To calculate the 2021 ratio of compensation of our ~~website www.wsfsbank.com (select “Investor Relations” on~~median employee to that of Mr. Levenson, we calculated 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~~median employee’s annual total compensation consistent with the ~~following:~~
·                  ~~Oversee~~calculation of Mr. Levenson’s annual total compensation as reported in the ~~audit program and reviews~~“Total” column of our ~~consolidated financial statements, including major issues regarding accounting and auditing principles and practices~~2021 Summary Compensation Table included in this proxy statement. This includes total cash compensation as described above as well as the ~~adequacy~~amount of ~~internal controls~~such employee’s health care benefits paid by the Company, if elected, and company matching contributions to participants in our Section 401(k) employee savings plan. The annual total compensation for the median employee was $80,911. Mr. Levenson’s total compensation was $3,386,092. The ratio of Mr. Levenson’s annual total compensation to the annual total compensation of the identified median employee at December 31, 2021 was approximately 42 to 1.

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 2021, none of our executive officers served on the Personnel and Compensation Committee (or equivalent), or our Board of Directors, of another entity whose executive officer or officers served on our Personnel and Compensation Committee or Board of Directors.
Personnel and Compensation Committee Report
Pursuant to rules and regulations of the SEC, this Compensation Committee Report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the "Exchange Act") except to the extent that ~~could significantly affect~~WSFS Financial Corporation (the “Company”) specifically incorporates this information by reference, and otherwise shall not be deemed “soliciting material” or to be “filed” with the SEC, subject to Regulation 14A or 14C of the SEC or subject to the liabilities of Section 18 of the Exchange Act.
The Personnel and Compensation Committee has reviewed and discussed with management the CD&A to be included in the Company’s 2021 Proxy Statement filed pursuant to Section 14(a) of the Exchange Act (the “Proxy Statement”), including the information contained therein under the heading “Compensation of Our Board of Directors.” Based on the reviews and discussions referred to above, the committee recommends to our ~~financial statements;~~Board of Directors that the CD&A referred to above be included in the Proxy Statement.
Personnel and Compensation Committee
Francis B. Brake, Chair
Christopher T. Gheysens, Vice Chair
Karen Dougherty Buchholz
Eleuthère I. du Pont
Lynn B. McKee
David G. Turner
WSFS Bank   2022 Proxy Statement 52
·Summary Compensation Table                  ~~Review examination reports from federal regulatory agencies~~
Name and Principal Position Year Salary⁽¹⁾ Bonus Stock
Awards⁽²⁾ Option
Awards⁽³⁾ Non-Equity
Incentive Plan
Compensation⁽⁴⁾ All Other
Compensation⁽⁵⁾ Total
Rodger Levenson
Chairman, President and CEO⁽⁶⁾
2021 $ 795,834 $ 1,200,000 $ 930,078 $ 415,400 $ 1,690 $ 43,090 $ 3,386,092
2020 767,667 430,125 1,062,561 252,561 2,000 48,488 2,563,402
2019 731,000 205,785 133,155 774,905 57,747 1,902,592
Dominic C. Canuso
Executive Vice President and CFO
2021 447,917 440,213 328,252 139,320 1,690 24,388 1,381,780
2020 422,475 239,100 289,009 95,009 2,000 30,897 1,078,490
2019 384,284 50,000 157,548 101,943 285,812 23,447 1,003,034
Steve Clark
Executive Vice President and
Chief Commercial Banking Officer
2021 415,542 383,870 340,704 ⁽⁹⁾ 131,868 1,690 26,645 $ 1,300,319
2020 401,667 175,590 280,063 92,063 2,000 40,392 991,775
2019 373,184 154,743 101,128 270,913 38,913 937,881
Peggy H. Eddens
Executive Vice President and
Chief Customer Experience Officer
2021 457,725 417,047 320,628 136,080 1,690 26,324 1,359,494
2020 415,000 155,400 290,745 95,745 2,000 24,685 983,575
2019 386,949 157,969 102,215 285,576 23,715 956,424
Michael P. Reed
Executive Vice President
and Chief Risk Officer
2021 422,083 496,775 ⁽⁷⁾ 98,604 89,640 1,690 343,854 ⁽⁸⁾ 1,452,646
2020 276,667 343,333 335,000 135,000 2,000 9,977 1,101,977
(1) The amounts shown as salaries in this table may be different from the amounts shown in the Base Salary table because this table represents the amount actually paid during the year and the Base Salary table represents actual base salary level.
(2) Represents the aggregate fair value of awards on the date they were granted in accordance with ASC Topic 718. See the Notes to the Consolidated Financial Statements included in our 2021 Annual Report on Form 10-K for the assumptions used to calculate grant date fair value. Amounts in this column include the aggregate grant date fair value of RSUs granted in 2021 with a two-year ratable vesting period and representing 50% of the non-equity annual incentive award earned in 2020 as follows: Mr. Levenson, $473,138; Mr. Canuso, $175,010; Mr. Clark, $165,649; and Ms. Eddens, $170,940. Also includes the aggregate grant date fair value of RSUs granted in 2021 and earned in 2020 under our Long-Term Incentive Plan as follows: Mr. Levenson, $456,940; Mr. Canuso, $153,252; Mr. Clark, $145,048; Ms. Eddens, $149,048 and Mr. Reed, $98,600.
(3) Represents the aggregate fair value of awards on the date they were granted in accordance with ASC Topic 718. See the Notes to the Consolidated Financial Statements included in our 2021 Annual Report on Form 10-K for the assumptions used to calculate grant date fair value.
(4) Represents cash awards to NEOs in connection with our All Associate Bonus Plan.
(5) All Other Compensation includes contributions of $14,500 made by us to the 401(k) plans of each of our NEOs, health benefits paid directly by the Company, and a maximum development allowance of $12,500 for each EVP and $35,000 for the CEO. The health benefits provided to our NEO’s are under a non-discriminatory group plan, and disclosure of this benefit is included on a voluntary basis.
(6) Mr. Levenson was named President and CEO and elected to our Board of Directors effective January 1, 2019 and was elected Chairman effective January 1, 2020.
(7) Includes $83,333 which represents the second of three equal annual installments of a $250,000 bonus granted to Mr. Reed upon joining the Company in May 2020.
(8) Includes $323,516 related to relocation costs paid to Mr. Reed.
(9) Includes a one-time RSU award with an aggregate grant date fair value of $27,500 made to Mr. Clark in March 2021 in recognition of his key role in WSFS providing nearly $1 billion in PPP loans and deferred loan payment modifications to many Customers requiring support through the COVID-19 pandemic.
WSFS Bank   2022 Proxy Statement 53
Equity Awards Granted in 2022 for 2021 Performance
In 2022, we granted RSUs under the 2018 Incentive Plan based on performance during 2021 against supplemental performance metrics approved by the Personnel and Compensation Committee and Board of Directors. These awards will be reflected in the Summary Compensation Table for 2022, which will be included in our 2023 proxy statement. The awards were as follows:
The aggregate grant date fair value of RSUs granted in 2022 and earned in 2021 with a four-year ratable vesting period was as follows: Mr. Levenson, $920,000; Mr. Canuso, $316,050; Mr. Reed, $296,450; and Mr. Clark, $292,075. Ms. Eddens did not receive equity awards for 2021 performance granted in 2022 as she retired on December 31, 2021.
Grants of Plan-Based Awards
The following table presents information regarding grants of non-equity and equity plan-based awards to our NEOs during 2021. Such awards consist of both RSUs and stock options.
The RSU grants vest equally over four years. Awards have a grant date fair value of $49.76, which is equal to the closing stock price of WSFS common stock at the grant date of February 24, 2022.
All Other All Other Grant
Stock Option Exercise Date Fair
Estimated Possible Payouts Estimated Possible Payouts Awards: Awards: or Base Value of
Under Non-Equity Incentive Under Equity Incentive Plan Number of Number of Price of Stock
Plan Awards⁽¹⁾ Awards⁽¹⁾ Shares of Securities Option and
Grant Stock or Underlying Awards Option
Name Date    Threshold    Target    Maximum    Threshold    Target    Maximum    Units (#) Options (#) ($/Share) Awards⁽²⁾
Rodger Levenson $300,000 $600,000 $1,200,000 $680,000 $800,000 $920,000
3/3/2021 17,941 — — 930,061
3/3/2021 — 27,730 51.84 930,061
Dominic C. 112,875 225,750 451,500 225,750 270,900 316,050
Canuso 3/3/2021 6,332 — — 328,251
3/3/2021 — 9,300 51.84 328,251
Steve Clark 104,313 208,625 417,250 208,625 250,350 292,075
3/3/2021 6,523 — — 340,704
3/3/2021 — 8,803 51.84 340,704
Peggy H. Eddens 107,625 215,250 430,500 215,250 258,300 301,350
3/3/2021 6,185 — — 320,630
3/3/2021 — 9,084 51.84 320,630
Michael P. Reed 105,875 211,750 423,500 211,750 254,100 296,450
3/3/2021 1,902 — — 98,600
3/3/2021 — 5,984 51.84 98,600
(1) Represents the 2021 cash award opportunities under the annual incentive component of the MIP. Actual cash incentive amounts paid for 2021 are included in the “Bonus” column of the Summary Compensation Table, and actual payments of equity awards earned for 2021 performance will be shown in the Summary Compensation Table for 2022 to be included in the Company’s 2023 proxy statement. Equity awards will be paid out in stock in the form of whatever number of shares that amount translates into at the time of the payout.
(2) See Note 17 to the Notes to the Consolidated Financial Statements included in our 2021 Annual Report on Form 10-K for the assumptions made in calculating the grant date fair value of stock and option awards.
WSFS Bank   2022 Proxy Statement 54
Outstanding Equity Awards Value at Fiscal Year-End
The following table shows the number and exercise price of all unexercised stock options held by NEOs as of December 31, 2021, as well as ~~reports from internal auditors~~shares of unvested restricted stock owned by the NEOs. The awards are listed in order of grant date. These awards are subject to our clawback provision affecting our NEOs.
Option Awards Stock Awards
Name Number of
Securities
Underlying
Unexercised
Options
Exercisable Number of
Securities
Underlying
Unexercised
Options
Unexercisable Option
Exercise
Price Option
Expiration
Date Number of
Shares or Units
of Stock That
Have Not
Vested Market Value of
Shares or Units
of Stock That
Have Not Vested
Rodger Levenson⁽¹⁾ 9,090 — 29.86 2/25/2023 36,792 $1,844,015
5,492 — 47.05 2/23/2024
5,547 1,849 48.40 2/22/2025
6,496 6,495 43.28 2/28/2026
8,685 26,055 36.11 2/27/2027
— 27,730 51.84 3/3/2028
Dominic C. Canuso⁽²⁾ 4,799 — 26.24 2/23/2024 12,937 648,402
4,577 1,525 29.86 2/22/2025
4,973 4,973 47.05 2/28/2026
3,267 9,802 48.40 2/27/2027
— 9,300 43.28 3/3/2028
Steve Clark⁽⁵⁾ 4,707 — 47.05 2/23/2024 12,945 648,803
4,496 1,498 48.40 2/22/2025
4,885 4,884 43.28 2/28/2026
3,166 9,497 36.11 2/27/2027
— 8,803 51.84 3/3/2028
Peggy H. Eddens⁽⁴⁾ 8,124 — 26.24 2/26/2022 — —
8,051 — 29.86 12/31/2022
13,170 — 47.05 12/31/2022
9,972 — 48.40 12/31/2022
4,723 — 43.28 12/31/2022
6,175 — 36.11 12/31/2022
9,084 — 51.84 12/31/2022
Michael P. Reed⁽³⁾ 5,007 15,229 27.41 5/1/2027 12,893 649,197
— 5,984 51.84 3/3/2028
(1) The 1,849 unvested options expiring 2/22/2025 vest on 4/15/2022. Of the 6,495 unvested options expiring 2/28/2026, 3.247 vest on 4/15/2022 and 3,248 vest on 4/15/2023. Of the 26,055 unvested options expiring 2/27/2027, 8,685 vest on 4/15/2022, 8,685 vest 4/15/2023, and 8,685 vest on 4/15/2024. Of the 27,730 unvested options expiring 3/3/2028, 6,933 vest on 4/15/2022, 6,932 vest on 4/15/2023, 6,933 vest on 4/15/2024, and 6,932 vest on 4/15/2025.
(2) The 1,525 unvested options expiring 2/22/2025 vest on 4/15/2022. Of the 4,973 unvested options expiring 2/28/2026, 2,487 vest on 4/15/2022, and 2,486 vest on 4/15/2023. Of the 9,802 unvested options expiring 2/27/2027, 3,268 vest on 4/15/2022, 3,267 vest on 4/15/2023, and 3,267 vest on 4/15/2024. Of the 9,300 unvested options expiring 3/3/2028, 2,325 vest on 4/15/2022, 2,325 vest on 4/15/2023, 2,325 vest on 4/15/2024, and 2,325 vest on 4/15/2025.
(3) Of the 15,229 unvested options expiring 5/1/2027, 5,076 vest on 4/15/2022, 5,077 vest on 4/15/23 and 5,076 vest on 4/15/2024. Of the 5,984 unvested options expiring 3/3/2028, 1,496 vest on 4/15/2022, 1,496 vest on 4/15/2023, 1,496 vest on 4/15/2024 and 1,496 vest on 4/15/2025.
(4) Peggy H. Eddens retired as of 12/31/2021. All option awards became exercisable and all stock awards were fully vested at this time.
(5) The 1,498 unvested options expiring 2/22/2025 vest on 4/15/2022. Of the 4,884 unvested options expiring 2/28/2026, 2,442 vest on 4/15/2022, and 2,442 vest on 4/15/2023. Of the 9,497 unvested options expiring on 2/27/2027, 3,166 vest on 4/15/2022, 3,165 vest on 4/15/2023, and 3,166 vest on 4/15/2024. Of the 8,803 unvested options expiring 3/3/2028, 2,201 vest on 4/15/2022, 2,201 vest on 4/15/2023, 2,200 vest on 4/15/2024, and 2,201 vest on 4/15/2025.
WSFS Bank   2022 Proxy Statement 55
Exercises of Options and ~~from~~Vesting of Stock During 2021
The following table shows the ~~independent registered public accounting firm;~~number of options exercised and restricted stock vested by the NEOs during the fiscal year ended December 31, 2021.
Option Awards Stock Awards
Name Number of Shares
Acquired on
Exercise (#) Value Realized
On Exercise     Number of Shares
Acquired on
Vesting (#) Value Realized
on Vesting
Rodger Levenson 14,929 $728,969 10,214 $ 509,069
Dominic C. Canuso — — 4,092 204,056
Steve Clark 7,960 205,161 3,991 199,021
Peggy H. Eddens 4,052 322,424 16,937 847,844
Michael P. Reed — — 1,231 61,452
WSFS Bank   2022 Proxy Statement 56
·Potential Payments upon Termination or Change in Control                  ~~Meet quarterly~~
We have adopted a severance policy that provides severance payments upon termination of employment without "Cause" for "Good Reason" (as each term is defined in the policy) for an executive (which includes all of our NEOs) covered by the severance policy. Entitlement to severance benefits is subject to the terms and conditions of the WSFS Executive Severance Policy, and the amount of severance benefits that may be due depends on whether the qualifying termination of employment occurs in connection with a Change in Control.
Non-Change in Control Termination under Severance Policy
Executive officers covered by this policy who incur a qualifying termination that is not a Change of Control Termination (described below) are entitled to be paid a eighteen months of base salary (twenty-four months for the CEO), the value of employer-portion of premiums for coverage under the WSFS health plan and dental plan for eighteen months (twenty-four months for the CEO), and outplacement benefits commensurate with the ~~head~~executive’s level.
Change in Control Termination under Severance Policy
Executive officers covered by this policy who incur a qualifying termination within twenty-four months following a change in control (a "Change of Control Termination") are entitled to be paid two
times (three times for the CEO) the sum of the executive's base salary and the amount of the most-recently earned bonus, the value of employer-portion of premiums for coverage under the WSFS health plan and dental plan for twenty-four months (thirty-six months for the CEO), and outplacement benefits commensurate with the executive's level.
If it is determined that the any of the preceding payments would be subject to the excise tax under Section 4999 of the Internal ~~Loan Review Department~~Revenue Code of 1986, as amended, then the change in control payment would be reduced to ~~review assessments~~greatest amount that would not be subject to the excise tax if, after taking into account applicable federal, state, local and foreign income and employment taxes, the excise tax, and any other applicable taxes, the executive would retain a greater amount on an after-tax basis following such reduction.
Total Payments Due Upon Termination of ~~loan risk ratings and credit administration, as well~~Employment
The table on the following page shows the payments that our NEOs would have received upon termination of their employment on December 31, 2021, under the circumstances shown.

WSFS Bank   2022 Proxy Statement 57
The table on the following page shows the payments that our NEOs would have received upon termination of their employment on December 31, 2021, under the circumstances shown. This plan does not come into effect for death or disability.
Before
Change in
Control After Change
in Control
Name Benefit Termination
Without
Cause or
Departing for
Good Reason Termination
Without
Cause or
Departing
for Good
Reason⁽¹⁾ Death⁽²⁾ Disability⁽³⁾
Rodger Levenson Severance pay⁽⁴⁾       $ 800,000 $ 6,000,000 $ 500,000 $ 424,000
Outplacement services⁽⁵⁾ 10,000 10,000 — —
Option and restricted stock vesting⁽⁶⁾ — 2,256,652 2,256,652 2,256,652
Health benefits⁽⁷⁾ 11,778 35,335 — —
Total Value $ 821,778 $ 8,301,987 $ 2,756,652 $ 2,680,652
Dominic C. Canuso Severance pay⁽⁴⁾ $ 451,500 $ 1,783,426 $ 452,000 $ 110,827
Outplacement services⁽⁵⁾ 10,000 10,000 — —
Option and restricted stock vesting⁽⁶⁾ — 822,367 822,367 822,367
Health benefits⁽⁷⁾ $ 7,352 14,704 — —
Total Value $ 468,852 $ 2,630,497 $ 1,274,367 $ 933,194
Steve Clark Severance pay⁽⁴⁾ $ 417,250 $ 1,602,240 $ 418,000 $ 232,625
Outplacement services⁽⁵⁾ 10,000 10,000 — —
Option and restricted stock vesting⁽⁶⁾ — 817,839 817,839 817,839
Health benefits⁽⁷⁾ 15,412 30,824
Total Value $ 442,662 $ 2,460,903 $ 1,235,839 $ 1,050,464
Peggy H. Eddens Severance pay⁽⁴⁾ $ 430,500 $ 1,695,094 $ 420,000 $ 239,250
Outplacement services⁽⁵⁾ 10,000 10,000 — —
Option and restricted stock vesting⁽⁶⁾ — — — —
Health benefits⁽⁷⁾ 6,569 13,139 — —
Total Value $ 447,069 $ 1,718,233 $ 420,000 $ 239,250
Michael P. Reed Severance pay⁽⁴⁾ $ 423,500 $ 1,673,884 $ 424,000 $ 56,577
Outplacement services⁽⁵⁾ 10,000 10,000 — —
Option and restricted stock vesting⁽⁶⁾ — 992,048 992,048 992,048
Health benefits⁽⁷⁾ 11,778 23,557 — —
Total Value $ 445,278 $ 2,699,489 $ 1,416,048 $ 1,048,625
(1) Change in Control without Cause or Good Reason: CEO is 3 times base salary plus bonus; EVPs are 2 times base salary plus bonus; 1 times most current cash award (reflects MIP cash paid March 15, 2022 for 2021 performance).
(2) Death benefit changed January 1, 2022 to be 1 times base salary up to max of $500,000, reflected in figures above. Prior maximum was $50,000.
(3) We offer two weeks of short-term disability benefits for all Associates for each year of service up to a maximum of 26 weeks. Long-term disability for all Associates has a $24,000 maximum benefit. On January 1, 2021 the Long-term disability for all Associates has a $10,000 a month maximum benefit.
(4) As discussed in "Change in Control Termination under Severance Policy," severance payments following a change in control that could constitute a "parachute payment" within the meaning of 280G of the Code may be subject to reduction in certain circumstances.
(5) Outplacement services amounts are estimates based on management’s experience with outplacement providers.
(6) Option and restricted stock vesting is based on an assumed value of $50.12 per common share reflecting the closing price on December 31, 2021.
(7) Health benefits represent the portion of the total cost that would be paid by WSFS.
WSFS Bank   2022 Proxy Statement 58
Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm
AUDIT MATTERS
The Company’s Audit Committee appointed the firm of KPMG LLP as the ~~head of the Internal Audit Department, the head of the Compliance Department, and representatives of the~~Company’s 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 fiscal year ending December 31, 2022 and is submitting its 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,~~ratification by our stockholders. KPMG LLP has served as ~~well as discussion with the full Audit Committee and with members of management; and~~
·                  ~~Approve the selection of the~~our independent registered public accounting firm ~~and recommend their appointment~~since 1994. Subject to the ~~full Board~~matters discussed under the section entitled Audit Committee Report, the Audit Committee carefully considered the firm’s qualifications as our independent registered public accounting firm, including a review of ~~Directors.~~the qualifications of the engagement team, the quality control procedures the firm has established and any issues raised by the most recent quality control review of the firm.
Representatives of KPMG LLP are expected to be present at the Annual Meeting to respond to appropriate questions and will have the opportunity to make a statement if they desire to do so.

ABOUT THE AUDIT COMMITTEE
The ~~members of our~~Audit Committee’s review also included the matters regarding auditor independence discussed under the section entitled Audit Committee ~~also serve as members~~Report, including whether the nature and extent of non-audit services would impair the independence of the ~~Bank’s Trust Audit Committee, which provides oversight~~auditors. Services provided to the Company and its subsidiaries by KPMG LLP during fiscal year 2021 are described under the section titled Independent Auditor Fees above.
ABOUT YOUR VOTE
To be ratified, the appointment of KPMG LLP as our independent registered public accounting firm must receive a favorable vote of a majority of the ~~financial accounting~~shares present in person by participation at the Annual Meeting or represented by proxy and ~~internal control aspects~~entitled to vote on that proposal.
Abstentions will have the same effect as votes against the proposal and broker non-votes will have no effect on the outcome of ~~our Trust and Wealth management initiatives. The Trust Audit Committee met four times during 2017.~~
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, 2022.
WSFS Bank   2022 Proxy Statement 59
Audit Services
It is the policy of the Audit Committee to approve all audit and non-audit services prior to the engagement of the independent registered public accounting firm to perform any service, subject to the following operating procedures: Each year in connection with the execution of the audit engagement letter, the Audit Committee pre-approves a retainer for additional services that are either audit or audit-related in nature. These additional services may not exceed 5% of the annual audit fee amount. For any additional audit or ~~audit-related~~audit- related services to be provided by the independent registered public accounting firm that were not ~~pre-approved~~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 ~~2017~~2021 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 ~~2017~~2021 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 ~~2017~~2021 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, 2021 and 2020 were $1,330,800 and $2,774,054, respectively.
AUDIT RELATED FEES
The aggregate fees earned by KPMG LLP for audits of employee benefit plans, due diligence activities on proposed transactions and research, consultation and attestation services on financial accounting and reporting matters for the years ended December 31, 2021 and 2020 were $50,000 and $403,650, 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, 2021 and 2020 were $181,450 and $210,250, 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, 2021 and 2020.

~~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, 2017 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, 2017 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, 2017 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, 2017 and 2016.
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;~~
·2021;
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)~~(“PCAOB”), including Auditing Standard No. 1301 —- Communications with Audit ~~Committees;~~Committees, and
· the SEC; and
Received the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm their independence.
Based on the review and discussions referred to above, the Audit Committee recommended to ~~the~~our Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2017.~~2021.

~~The~~ Audit Committee ~~comprised of Anat Bird, Francis B. Brake, Jr., Christopher T. Gheysens, David G. Turner and Calvert A. Morgan, Jr., has provided this report.~~Members
~~Personnel and Compensation Committee~~
David G. Turner, Chair Jennifer W. Davis
Michael J. Donahue, Vice Chair Nancy J. Foster
Christopher T. Gheysens Eleuthère I. du Pont
Anat Bird

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:~~
WSFS Bank   2022 Proxy Statement 60

·TRANSACTIONS WITH RELATED PARTIES                  ~~Approve performance evaluations, salary adjustments, bonuses, stock awards, perquisites for any officer other than the CEO and President;~~
·                  ~~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 CEO compensation;~~
·                  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 CEO and President may not be present during voting or deliberations by the Committee on his or her 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;
·                  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~~Company also has a written Related Party Transaction Policy pursuant to ~~the Board of Directors for final approval:~~
·                  Any compensation action for the CEO and President (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, 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 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.~~
~~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.~~
~~Attendance at Board of Director 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.~~
During the year ended December 31, 2017, the Board of Directors held eight meetings. 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 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 us, and thereby to more closely link 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. 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.
~~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. 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~~conducts a review 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~~oversight over all related party transactions for potential conflict of interest situations. A related ~~person~~party 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.
In ~~addition, management performs an annual review~~accordance with our written policy and Regulation O of the Board of Governors of the Federal Reserve System, any extensions of credit granted by the Bank or its subsidiaries to a related party in excess of $500,000 requires pre-approval by our Board of Directors, with the interested party (if a director) abstaining from participating directly or indirectly in the voting. During 2021, there were two loan transactions exceeding $500,000, one to a member of the Executive Leadership Team and ~~in 2017~~the other to a director’s employer. Our Board of Directors reviewed and approved both extensions of credit.
In the ordinary course of its business, WSFS Bank makes loans to our directors, officers and Associates. All loans granted to related parties, regardless of the amount, are reported to our Board of Directors. These loans are subject to limitations and restrictions under federal banking laws and regulations, including Regulation O, and are made on substantially the same terms (including interest rate and collateral) as, and credit underwriting procedures that are not less stringent than, 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 repayment or present other unfavorable features to WSFS Bank. In 2021, management concluded that the transactions between WSFS and ~~the~~its related ~~parties involve~~persons involved 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~~Mr. Leto entered into a letter agreement with WSFS and ~~approval by~~WSFS Bank in connection with the ~~Board of Directors. In 2017, there was one loan transaction~~merger with Bryn Mawr, which provides that Mr. Leto will be designated to ~~an executive officer exceeding $500,000, and this loan was approved by the Board.~~
~~Classified Board Structure~~
~~Several years ago, and every year since, our Board of Directors has reviewed the subject of~~serve as 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, 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 none 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-thirdmember of the Board of Directors ~~at each election. If those new directors for some reason cannot make~~and WSFS Bank. During the ~~case clear to the “old board,” then at the next election, stockholders can change another third~~period that he serves as a member of ~~the Board of Directors. That would give a majority of the~~our Board of Directors, Mr. Leto will receive such fees as are generally paid to ~~new representation. We think this kind~~other members of ~~change,~~our Boards of Directors. The letter agreement, however, does not limit, restrict, modify or otherwise affect the rights of stockholders and directors of WSFS, as applicable, to appoint, elect or remove directors in ~~much less than~~accordance with the terms of our Amended and Restated Certificate of Incorporation, as amended, or our Amended and Restated Bylaws (our “Bylaws”). Under the letter agreement, Mr. Leto’s employment as an officer terminated as of the closing of the merger with Bryn Mawr.
In connection with the letter agreement, Mr. Leto was paid a ~~two-year period, appropriately balances stockholders’ interests~~$500,000 lump sum in exchange for his agreement to abide by certain restrictive covenants. Under the ~~ability~~letter agreement, upon termination of Mr. Leto’s change-of-control severance agreement with Bryn Mawr and related change-of-control payout, subject to ~~send a clear signal~~applicable taxes and withholding, of a ~~need~~cash payment equal to $2,012,484, and a cash payment equal to $358,582, which was Mr. Leto’s target Annual Incentive Award for ~~change~~2021 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 personBryn Mawr, Mr. Leto agreed he has no further rights under 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 Chairman of the Board and/or Lead Director periodically attends investor conferences and other roadshows to solicit feedback on corporate governance from institutional stockholders.
~~PROPOSAL NUMBER 2: 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. 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 2018 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, 2018~~.
~~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-solicitationchange-of-control severance 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~~
The following Compensation Discussion and Analysis, contains estimates, predictions, opinions, projections and other “forward-looking statements” as that phrase is defined in the Private Securities Litigation Reform Act of 1995. Such statements include, without limitation, references to our predictions or expectations of future business or financial performance as well as our goals and objectives for future operations, financial and business trends, business prospects, and management’s outlook or expectations for earnings, revenues, expenses, capital levels, liquidity levels, asset quality or other future financial or business performance, strategies or expectations. ~~The words “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project” and similar expressions, among others, generally identify forward-looking statements.~~ Such forward-looking statements are based on various assumptions (some of which may be beyond our control) and are subject to risks and uncertainties (which change over time) and other factors which could cause actual results to differ materially from those currently anticipated.
~~Such risks and uncertainties include, but are not limited to, those related to~~ ~~difficult market conditions and unfavorable economic trends in the United States generally, and~~ particularly in the market areas in which we operate and in which its loans are concentrated, including the effects of declines in housing markets, an increase in unemployment levels and slowdowns in economic growth; our level of non-performing assets and the costs associated with resolving problem loans including litigation and other costs; changes in market interest rates, which may increase funding costs and reduce earning asset yields thus reducing margin; the impact of changes in interest rates and the credit rate and the credit quality and strength of underlying collateral and the effect of such changes on the market value of our investment securities portfolio; the credit risk associated with the substantial amount of commercial real estate, construction and land development and commercial and industrial loans in our loan portfolio; the extensive federal and state regulation, supervision and examination governing almost every aspect of our operations, including the Dodd-Frank Act and the rules and regulations being issued in accordance with this statute and potential expenses associated with complying with such regulations; possible additional loan losses and impairment of the collectability of loans; Our ability to comply with applicable capital and liquidity requirements (including the finalized Basel III capital standards), including our ability to generate liquidity internally or raise capital on favorable terms; possible changes in trade, monetary and fiscal policies, laws and regulations and other activities of governments, agencies, and similar organizations; any impairment of our goodwill and other intangible assets; failure of the financial and operational controls of our Cash Connect® division; conditions in the financial markets that may limit our access to additional funding to meet its liquidity needs; the success of our growth plans, including the successful integration of past and future acquisitions; our ability fully realize the cost savings and other benefits of its acquisitions, business disruption following those acquisitions, and post-acquisition customer acceptance of our products and services and related customer disintermediation; negative perceptions or publicity with respect to our trust and wealth management business; adverse judgments or other resolution of pending and future legal proceedings, and costs incurred in defending such proceedings; system failure or cybersecurity breaches of our network security; our ability to recruit and retain key employees; the effects of problems encountered by other financial institutions that adversely affect us or the banking industry generally ; the effects of weather and natural disasters such as floods, droughts, wind, tornados and hurricanes as well as effects of geopolitical instability and man-made disasters including terrorist attacks; possible changes in the speed of loan prepayments by our customers and loan origination or sales volumes; possible changes in the speed of prepayments of mortgage-backed securities due to changes in the interest rate environment,, and the related acceleration of premium amortization on prepayments in the event that prepayments accelerate; regulatory limits on our ability to receive dividends from our subsidiaries and pay dividends to our stockholders; the effects of any reputation, credit, interest rate, market, operational, legal, liquidity, regulatory and compliance risk resulting from developments related to any of the risks discussed above; and the costs associated with resolving any problem loans, litigation and other risks and uncertainties, including those discussed in other documents filed by us with the SEC from time to time.
~~We caution readers not to place undue reliance on such forward-looking statements, which speak only~~ as of the date they are made. We disclaim any duty to revise or update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of us for any reason, except as specifically required by law. Forward-looking statements should be evaluated together with the many uncertainties that may affect our business, particularly those mentioned in the risk factors in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2017 (“Annual Report”) and in our subsequent periodic reports on Form 10-Q and current reports on Form 8-K, if any, filed with the SEC.
~~COMPENSATION DISCUSSION AND ANALYSIS~~
~~Executive Summary~~
Our Personnel and Compensation Committee (the “Committee”) provides Board of Director oversight and guidance for executive compensation and related benefits. To assist with its responsibilities, the Committee regularly receives reports and recommendations from its independent consultant, ChaseCompGroup, LLC. Our executive compensation program reflects our pay-for-performance philosophy and is designed to align the interests of senior management with our stockholders and our long-term success.
~~Our general compensation philosophy is as follows:~~
·                  ~~We strive to be competitive in base pay, taking into consideration salaries of similar positions at comparable banks in our peer group, allowing for exceptions in exceptional circumstances;~~
·                  We structure our incentive compensation system to provide rewards for performance that reflects our strategic plan and balances executives’ focus on both annual goals and our long-term success, without creating undue risk; and
·                  Our total compensation for expected performance levels is targeted at levels similar to those of our peer group of comparable banks. For exceptional performance, we provide total compensation reflecting that exceptional performance.
·                  ~~Our executive compensation practices support good governance and mitigate excessive risk-taking. Among other things, they:~~
·                  ~~Require significant share ownership for senior executives;~~
·                  Establish multiple performance metrics under the Management Incentive Program (MIP) which discourage excessive risk-taking by executives by removing incentives that focus on single performance goals which may be a detriment to the Company;
·                  ~~Balance executives’ short-term and long-term compensation to discourage short-term risk taking at the expense of long-term results;~~
·                  ~~Impose a double-trigger for time based equity awards which do not vest solely upon a change in control, but also require a qualifying termination following a change in control;~~
·                  ~~Engage an independent compensation consultant who performs no other work for the Company other than as an advisor on senior leadership compensation matters;~~
·                  Include a claw-back provision permitting the Personnel and Compensation Committee to recoup certain incentives paid resulting from fraudulent activity, inaccurate performance criteria or reporting, or financial restatements;
·                  ~~Have no employment contracts with executives which contain special severance payments such as golden parachutes or multi-year guaranteed bonuses;~~
·                  ~~Have no special executive retirement programs;~~
·                  ~~Have no gross-up payments to cover personal income or excise taxes that pertain to executive or severance benefits;~~
·                  ~~Have no excessive perquisites for executives;~~
·                  ~~Allow no hedging, pledging collars, short sales or other derivative transactions involving our common stock by our executives;~~
·                  ~~Permit no cash buyout, re-pricing or backdating of stock options or restricted shares; and~~
·                  Prescribe a standard vesting period of four years for awards of options and restricted shares, unless accelerated vesting is requested, which would require approval by the Personnel and Compensation Committee. Board approval is required for any accelerated vesting of awards issued to the CEO.
Our goal is to be a high-performing company, and we designed our compensation package toward attracting and retaining high-quality individuals, and motivating and rewarding them for strong performance.
Our 2017 compensation practices were consistent with our long-term focus, which over the past several years, has produced a positive return to our stockholders and exceeded peer and broader market averages. The graph and table that follow show the cumulative total return on our common stock over the last five years compared with the cumulative total stockholder return of the Dow Jones Total Market Index and the Nasdaq Bank Index over the same period as obtained from Bloomberg L.P. Cumulative total return on our common stock or the indices equals the total increase in value since December 31, 2012, assuming reinvestment of all dividends paid into the common stock or the index, respectively. The graph and table were prepared assuming $100 was invested on December 31, 2012 in our common stock and in each of the indices. There can be no assurance that our future stock performance will be the same or similar to the historical stock performance shown in the graph below. We neither make nor endorse any predictions as to stock performance.
~~CUMULATIVE TOTAL STOCKHOLDER RETURN~~
~~COMPARED WITH PERFORMANCE OF SELECTED INDEXES~~
~~December 31, 2012 through December 31, 2017~~

December 31, 2012 through December 31, 2017

Cumulative Total Return

2012

2013

2014

2015

2016

2017

WSFS Financial Corporation

$
100

$
185

$
185

$
235

$
339

$
353

Dow Jones Total Market Index

100

133

150

151

170

206

Nasdaq Bank Index

100

142

149

162

223

235

Consistent with our long-term focus, we set aggressive, measurable goals. We are accountable for achieving those goals as demonstrated in our competitive “pay-for-performance” philosophy. Our executive incentive compensation plans, which include our MIP, covering our named executive officers (NEOs): (i) focus on performance measures that are important to stockholders, (ii) do not promote inappropriate risk, (iii) use fundamental indicators of our performance, growth and health, and (iv) take into consideration industry peer comparisons. The performance measures used in our incentive compensation plans are Return on Average Assets (ROA), Return on Average Tangible Common Equity (ROTCE) and Earnings per Share (EPS) growth. ROTCE is computed by dividing net earnings allocable to common stockholders by the average tangible common stockholders’ equity. It is a non-GAAP financial measure and may not be comparable to similar non-GAAP financial measures used by other companies. In addition, where appropriate, some individual goals for our executives in our MIP are tied to asset quality or other operational metrics. While asset quality is not a MIP metric, we believe it is inherently measured in these goals, in our internal policies and governance and in our regulatory exams.    The Personnel and Compensation Committee also reserves the right to recover (“claw-back”) any incentives that were paid due to fraudulent activity, inaccurate performance criteria or reporting, or errors in financial statements that are required to be restated. .
Based, in part, on input from the Committee’s compensation consultant, we believe our compensation plans incorporate industry-recognized “best practices” in compensation and are consistent with our corporate strategy and long-term goals. They include competitive pay-for-performance standards that are scaled based on increased ROA performance and which promote retention. In one plan, Executive Management is increasingly rewarded with restricted stock or stock options for superior absolute performance, as indicated by reaching annual ROA, ROTCE and EPS targets. Vesting over at least four years means these awards do not inure to the benefit of the NEO immediately, but over an extended period of time. Likewise, the cost of such awards to the Company is spread over an extended multi-year period.
~~2017 — Overview~~
In 2017, our region continued to see indications of economic stability and recovery. The Personnel and Compensation Committee considered the state of the economy, the competitive environment in our marketplace, the demand for seasoned talent and the retention of our executive leadership team when making 2017 executive compensation determinations. In addition, in August 2017, we engaged the ChaseCompGroup to conduct an Executive Compensation Review, which the Committee requests every two years. The results of that study were shared with the Committee and were the basis for a few executive market adjustments.
Our growth in 2017 was primarily organic as our most recent acquisitions occurred between August and October of 2016. Our organic growth in 2017 resulted from both market share gains and economic growth.  Customers of our larger in-market competitors continue to see the benefits that WSFS has to offer with local decision making and delivering stellar service experiences. In the Delaware market, WSFS ranked third in traditional deposit bank market share and continued to gain momentum; among those ranked in the top four (for market share), WSFS had the second highest growth percentage (based on FDIC data reported as of June 30, 2017). In the Pennsylvania market, WSFS ranked fourteenth in traditional deposit bank market share with over $1 billion in deposits based on FDIC data reported as of June 30, 2017. In addition, WSFS had 29 total offices in southeastern Pennsylvania as of December 31, 2017.
As the regional marketplace rebounds economically, we continue to have success in strengthening our reputation as the oldest and largest independent community bank and trust company headquartered in the Delaware Valley. In 2017, we were once again honored on several occasions and with various awards and honors. We value such recognition as it validates our business model and tells us that our strategy is working. The following are a few of the awards we earned:
·                  ~~2017 Gallup Great Workplace Award;~~
·                  ~~Top Workplaces in Delaware for the 12~~th ~~year in a row;~~
·                  ~~Top Workplace, as surveyed by philly.com for the 3~~rd ~~year in a row; and~~
·                  ~~Readers’ Choice as Best Bank in Delaware and Chester County in Pennsylvania.~~
For 2017, we reported GAAP net income of $50.2 million, ROA of 0.74%, ROTCE of 9.74%, and a 32% decline in EPS. Several non-recurring items impacted WSFS’s 2017 GAAP results, which are discussed in detail on page 44. In 2017, for the seventh year in a row, we showed significant improvement in our core financial performance compared to the prior year. We reported core net income of $82.8 million and core ROA of 1.21%. Core net income and core ROA are non-GAAP financial measures that exclude certain unusual, one-time items. See Item 1 of our Annual Report for the definition of these terms and a reconciliation of core net income and core ROA to their comparable metrics in accordance with GAAP. Solely for the purpose of our annual incentive plan, we made a “quality of earnings” adjustment to the three performance measures used to determine the amount earned under such plan. On this adjusted basis, for 2017 ROA for purposes of our annual incentive plan was 1.19%, ROTCE was 15.73%, and EPS growth over 2016 was 11.84%. For a more detailed discussion of our “quality of earnings” adjustment, see “Quality of Earnings Review” on page 46.
~~Compensation Considerations for 2017~~
The components of 2017 executive compensation were base salary, annual cash and equity incentive, long-term incentive compensation and benefits. The Personnel and Compensation Committee and management discussed the ongoing risks to our organization with regard to motivating and retaining our executive team. In 2017, the Committee and ChaseCompGroup evaluated the equity and non-equity award opportunities under the existing MIP Plan, and concluded that they did not adequately reflect the Company’s sustained high performance over the past several years. Compared to its peer group, the Company’s average achievement on the three MIP metrics placed it in the 89th ~~percentile in 2014, 81~~st ~~percentile in 2015, and 77~~th percentile in 2016. However, payout levels under the prevailing MIP formula in those years yielded incentive awards near target, which led the Committee to approve additional, discretionary payments outside of the MIP plan. To address this situation, beginning with awards earned in 2017 and paid in 2018, the Committee approved an increase to the CEO’s non-equity award target as a percentage of base salary from 50% to 75% and an increase to the other executives’ target level from 40% to 50%. Minimum awards are now established at one-half of target, or 37.5% for the CEO and 25% for other executives. Maximum or stretch awards are now established at two times target, or 150% for the CEO and 100% for other executives. In addition, for equity awards granted beginning in 2018, the Committee approved an increase to the CEO’s equity award target as a percentage of base salary to 65%, with minimum at 55% and maximum or stretch at 75%. For other executives, the equity award target as a percentage of base salary for equity awards granted beginning in 2018, was increased to 45%, with minimum at 35% and maximum or stretch at 55%.    The MIP continues to provide the Committee discretion to approve MIP bonus payouts less than (but not greater than) the amount earned under the MIP. Also, the Committee understands that at times Management needs to focus on activities or opportunities that arise throughout the year.   As a result, the Committee has agreed to consider paying discretionary bonuses outside of the MIP plan, on a case-by-case basis, after review of Company and individual performance at the end of a year.
As previously mentioned, the Committee and ChaseCompGroup conducted a formal executive compensation review during 2017 and the findings were taken into consideration when setting 2018 executive base salaries. During 2017, the Personal and Compensation Committee also reviewed an analysis conducted by our Chief Risk Officer and concluded that our compensation program is balanced and does not encourage imprudent risk taking.
Our 2017 results reflected strong performance relative to our peers as well as against WSFS’s strategic objectives. Our executive’s 2017 compensation reflects these results, and considering the total mix of compensation, we believe 2017 executive compensation is: (1) consistent with our pre-established pay-for-performance plans, (2) reasonable in light of payment levels for companies in our Compensation Peer Group (“CPG”) and (3) consistent with our 2017 results, both in absolute terms, and in comparison to prior years’ results and incentives.
We also evaluate whether our compensation programs reflect the interests of our stockholders through their non-binding vote, which we take into careful consideration for future executive compensation decisions. In 2015, by their advisory (non-binding) vote, 98.7% of voting stockholders approved the compensation of, and compensation arrangement for, our named executive officers. Beginning in 2018, these advisory (non-binding) stockholder votes on the compensation of our named executive officers will occur on an annual basis.
~~Named Executive Officers (NEOs)~~
~~The table below shows our NEOs for 2017.~~

~~Name and Title~~WSFS Bank
2022 Proxy Statement 61
~~Mark A. Turner(1) — Chairman, President and Chief Executive Officer~~
~~Dominic C. Canuso — Executive Vice President and Chief Financial Officer~~
~~Peggy H. Eddens — Executive Vice President and Chief Human Capital Officer~~
~~Rodger Levenson(2) — Executive Vice President and Chief Operating Officer~~
~~Patrick J. Ward(3) — Executive Vice President and Pennsylvania Market President~~
~~Richard M. Wright — Executive Vice President and Chief Retail Banking Officer~~
~~(1)~~ ~~Mr. Turner was elected Chairman of the Board of Directors effective August 2017~~
~~(2)~~ ~~Mr. Levenson was named Chief Operating Officer in August 2017~~
~~(3)~~ Mr. Ward was formerly Chairman and CEO of Penn Liberty Bank and became the Pennsylvania Market President for WSFS upon the Company’s acquisition of Penn Liberty Bank in August 2016. In connection with the merger, Mr. Ward received a retention bonus payment in August 2017. See the Summary Compensation Table on page 54 for additional details.
~~The Role of the Personnel and Compensation Committee of the Board of Directors~~
The Personnel and Compensation Committee serves the full Board of Directors by providing oversight and guidance with respect to personnel and compensation policies and practices. In addition, the Personnel and Compensation Committee provides oversight to management so that we create and maintain competitive programs that attract, develop, motivate, reward and retain Associates committed to superior performance and the highest professional and ethical standards. The Committee ensures that personnel and compensation policies support our strategic plan and comply with all applicable legal and regulatory requirements. It also reviews and considers the results of stockholders’ advisory votes on executive compensation. See page 24 for a complete description of the role of the Personnel and Compensation Committee.
~~The Role of Management in Executive Compensation~~
Our CEO and our Chief Human Capital Officer provide recommendations for the Personnel and Compensation Committee’s consideration and oversee our compensation programs and policies. Their activities include:
·                  Assisting the Committee and its independent compensation consultant as requested, with executive compensation reviews, incentive program designs, risk assessments of compensation programs and preparation for meetings;
·                  ~~Based upon data provided by the Personnel and Compensation Committee, reviewing compensation programs for competitiveness and aligning compensation programs with our strategic goals;~~
·                  ~~Recommending changes to compensation programs to the Personnel and Compensation Committee, where appropriate; and~~
·                  ~~Recommending pay levels and incentive plan payments for NEOs, except for the CEO.~~
The CEO excuses himself from all Personnel and Compensation Committee and Board of Director discussions of his compensation level. As a practical matter, he may discuss the formula by which his and other executives’ incentive compensation is structured, but does not participate in decisions regarding his awards or changes to his own compensation.
~~The Role of Stockholder Say-on-Pay Votes~~
Our Board of Directors, Personnel and Compensation Committee and management value the opinions of our stockholders, including their advisory votes regarding the compensation paid to our named executive officers, which are often referred to as “Say-on-Pay” votes. At our 2017 Annual Meeting, a majority of our stockholders voted, on an advisory basis, in favor of holding Say-on-Pay votes every year and revisiting this frequency every six years. Our Board of Directors and Personnel and Compensation Committee considered these results, among other factors, and determined that we will follow our stockholders’ preferred frequency for conducting Say-on-Pay votes. The next required vote on the frequency of advisory Say-on-Pay votes will occur during the 2023 Annual Meeting. Our last advisory Say-on-Pay vote was conducted in 2015 and was approved by 98.7% of the votes cast. Although the advisory Say-on-Pay vote is non-binding, our Personnel and Compensation Committee has considered the outcome of previous votes when making compensation decisions for named executive officers. Our Personnel and Compensation Committee believes that these votes evidence our stockholders’ support for our approach to executive compensation and took this support into account in deciding not to alter the overall compensation plan and program for 2017. Our Personnel and Compensation Committee will continue to consider the outcome of the Say-on-Pay votes when making future compensation decisions for our named executive officers.
~~The Role of Consultants~~
For 2017, the Personnel and Compensation Committee worked with ChaseCompGroup and successor firm (see below), an independent executive compensation consulting firm specializing in the financial services industry. For 2017, the Committee engaged them to review our executive compensation program, calculate MIP awards, and test opportunity levels under our short and long-term incentive plans.   ChaseCompGroup reports directly to the Personnel and Compensation Committee and does not provide any non-compensation related services or products to the Committee nor does it provide any services to us. The Personnel and Compensation Committee has worked with the same consultant, Diana Chase, since 2007, under previous firm names. Over these years, the consultant has provided the Personnel and Compensation Committee with advice on market competitive pay for executives and directors. In addition to executive benchmark analyses, ChaseCompGroup has assisted us with the executive annual and long-term incentive programs, compliance and industry best practices. The aggregate amount paid to our independent compensation consultant represented .003% of our total revenue for 2017. In retaining its consultant, the Personnel and Compensation Committee considered the factors set forth in Rule 10-C-1 under the Exchange Act, and determined that there were no conflicts of interest that would preclude the Personnel and Compensation Committee’s use of the consultant. For example, no member of the Personnel and Compensation Committee or any executive officer has a personal relationship with Diana Chase or any member of the ChaseCompGroup, or a business relationship other than in connection with the services described in this proxy statement. Neither Diana Chase nor the ChaseCompGroup owns WSFS stock. ChaseCompGroup was acquired in late 2016 by Arthur J Gallagher. Arthur J Gallaher does not provide any other consulting services to WSFS nor does any of its consultants own WSFS stock or have personal relationships with the Board or Management.
~~Peer Group and Benchmarking~~
Approximately every three years, the Personnel and Compensation Committee engages an independent consultant to conduct a formal review of our executive compensation program. As discussed above, a comprehensive review was conducted in 2017 by the ChaseCompGroup. Prior to the 2017 review, ChaseCompGroup last performed a review in late 2015. The Personnel and Compensation Committee requested this review to assess competitive compensation levels for its executives and the Board of Directors.
When benchmarking compensation the Personnel and Compensation Committee uses a Compensation Peer Group (“CPG”) that is representative of those companies with whom we compete for talent. By using this peer group, it provides a targeted assessment of the compensation practices for publicly traded peer companies, as we cannot readily obtain compensation data from private companies. The CPG allows us to compare our compensation to other banks that have a similar business model, size and geographic locations and helps us align base compensation, incentives and equity awards with our compensation philosophy.
The banks in our 2017 CPG were updated from those used in the 2016 CPG, although 95% were the same banks. Sterling Bancorp (*asterisked below) was added in 2017, because its total assets at that time fell within the targeted total asset range of $3.5 billion to $15 billion. During 2017, Sterling Bancorp’s assets increased significantly because of an acquisition. The organizations comprising the CPG provided a data set of peers comparable to our size, business model and location and reflected the following, excluding Sterling Bancorp:
·                  ~~Located within our geographic area, including: MD, NJ, NY, PA, and VA;~~
·                  ~~Total assets as of December 31, 2017 were between $4.1 billion and $10.7 billion;~~
·                  ~~Median total assets were approximately $6.9 billion, which is within less than 1% of our own asset size; and~~
·                  ~~Like WSFS, several metropolitan-based and coastal banks.~~
~~Listed below are the companies included in our CPG and their total assets as of December 31, 2017.~~
Company Name

Ticker

State

Total Assets at
December 31, 2017
($000)

Return on
Average Assets
2017 (%)

1
Sterling Bancorp*

STL

NY

30,359,541

0.55

2
Community Bank System, Inc.

CBU

NY

10,746,198

1.49

3
Provident Financial Services, Inc.

PFS

NJ

9,845,274

0.99

4
Customers Bancorp, Inc.

CUBI

PA

9,839,555

0.77

5
Northwest Bancshares, Inc.

NWBI

PA

9,363,934

0.99

6
Union Bankshares Corporation

UBSH

VA

9,315,179

0.83

7
NBT Bancorp Inc.

NBTB

NY

9,136,812

0.91

8
TowneBank

TOWN

VA

8,522,176

1.11

9
Eagle Bancorp, Inc.

EGBN

MD

7,475,925

1.41

10
First Commonwealth Financial Corporation

FCF

PA

7,308,539

0.77

11
S&T Bancorp, Inc.

STBA

PA

7,060,255

1.03

12
Tompkins Financial Corporation

TMP

NY

6,648,290

0.82

13
Dime Community Bancshares, Inc.

DCOM

NY

6,403,460

0.84

14
Flushing Financial Corporation

FFIC

NY

6,299,274

0.66

15
Beneficial Bancorp, Inc.

BNCL

PA

5,798,828

0.41

16
Sandy Spring Bancorp, Inc.

SASR

MD

5,446,675

1.02

17
Lakeland Bancorp, Inc.

LBAI

NJ

5,405,639

1.00

18
ConnectOne Bancorp, Inc.

CNOB

NJ

5,108,442

0.93

19
TrustCo Bank Corp NY

TRST

NY

4,908,008

0.88

20
Kearney Financial Corp. (MHC)

KRNY

NJ

4,818,127

0.40

21
Oritani Financial Corp.

ORIT

NJ

4,137,684

1.24

Average

8,283,229

0.91

25th Percentile

5,446,675

0.77

50th Percentile

7,060,255

0.91

75th Percentile

9,315,179

1.02

WSFS Financial Corporation

WSFS

DE

6,997,020

0.74

Percentile Rank of WSFS Financial Corporation

49th%

24th%

~~WSFS had strong core performance in 2017; however, several non-recurring items affected our GAAP ROA, including the enactment of the Tax Cuts and Jobs Act~~ ~~(the “Tax Reform Act”)~~ in December 2017, which required us to re-measure our deferred tax asset, resulting in a tax charge of $14.5 million in the quarter ended December 31, 2017. Additionally and related to this tax change, we decided to surrender all of our bank-owned life insurance (BOLI) policies in 2018, resulting in an additional tax charge of $8.0 million for the quarter ended December 31, 2017, and we also contributed $1.5 million (pre-tax) to the WSFS Foundation in same quarter. Further, during the first quarter of 2018, we agreed to settle a legal claim related to certain services provided by Christiana Bank and Trust Company prior to its acquisition by WSFS, which resulted in a charge of $12.0 million (pre-tax) for the quarter ended December 31, 2017. Excluding these items and additional customary non-core items, WSFS recorded a core ROA of 1.21% in 2017, which would have put us in the 81st ~~percentile rank in the CPG, based on the reported ROA’s of the CPG companies.~~
Financial performance is one factor in selecting our CPG as well as market and asset size.   While we set our goals for our incentive plans based on our internal financial plan, we note that our financial plan and target goals are generally set well above the median of our peers on several criteria. We discuss our performance against our 2017 incentive plan further under the section entitled “Measuring Actual Performance and Calculating Incentive Payments” on page 48.
~~Elements of Compensation~~
In the following section, we describe the elements of our NEO compensation. It includes a discussion of how we determine the amounts for each element, why each element is included in our NEO compensation program and the actual payments resulting from our pay-for-performance incentive programs.
~~Base Salaries~~
~~Why We Provide Base Salaries~~
We offer base salaries to provide a stable source of income to our NEOs. Base salaries also serve as a base amount for the determination of our pay-for-performance programs and serve as a significant tool for recruiting, motivation and retention.
~~How We Determine Base Salary Amounts~~
We establish base salaries and assess market competitiveness by comparing our executives’ qualifications, experience and responsibilities as well as their individual performance and value, to similar positions at banks in the CPG. Additional factors that play a role in setting the final base salary amount for NEOs are as follows:
·                  ~~Special circumstances related to staffing needs and market situations;~~
·                  ~~Levels of compensation provided from other compensation components; and~~
·                  ~~Additional responsibilities taken on by the Executives.~~
~~When determining base salary amounts for a newly hired NEO, we incorporate the following additional factors:~~
·                  ~~Current compensation of peer executives at WSFS;~~
·                  ~~Any market-based data provided by the external recruiter retained for the search; and~~
·                  ~~The salary requirements of other candidates being considered for the position who have a similar level of experience.~~
~~Merit increases to our NEOs over the past two years are consistent with national market data provided by ChaseCompGroup and our policy to generally pay base salaries at the 50~~th percentile of the Company’s peer group. The increases in our NEOs base salaries over the past two years reflect the result of a formal executive compensation review conducted by our Personnel and Compensation Committee and ChaseCompGroup during 2017, as well as the growth of our Company.   In addition, our Chief Executive Officer’s salary increase reflects his election to Chairman effective August 2017, and our Chief Operating Officer’s salary increase reflects his promotion in August 2017, which included added roles and responsibilities. Further, our Chief Financial Officer was hired in 2016 at which time his initial salary was negotiated.   In 2017 and 2018, our CFO received a 7% and 10% merit increase, respectively, which was designed to reflect his initial performance and move him closer to the market median. The Board approved NEO base salary increases as indicated below.
~~BASE SALARY~~
Name and Principal Position

2018

2017 to
2018
%
increase

2017

2016 to
2017
%
increase

2016

Mark A. Turner(1)
Chairman, President and Chief Executive Officer

$
762,775

5%

$
723,377

7%

$
675,115

Dominic C. Canuso
Executive Vice President and Chief Financial Officer

370,700

10%

337,000

7%

315,000

Peggy H. Eddens
Executive Vice President and Chief Human Capital Officer

371,690

9%

341,000

10%

310,000

Rodger Levenson(2)
Executive Vice President and Chief Operating Officer

484,164

19%

408,430

13%

360,500

Patrick J. Ward
Executive Vice President and Pennsylvania Market President

334,200

3%

324,500

3%

315,000

Richard M. Wright
Executive Vice President and Chief Retail Banking Officer

369,900

3%

359,100

3%

348,600

~~(1)~~   ~~Mr. Turner’s 2017 salary increased from $695,369 to $723,377, or 4%, upon being elected Chairman of the Board effective August 2017.~~
~~(2)~~   ~~Mr. Levenson’s 2017 increased from $371,300 to $408,430, or 10% upon being promoted to Chief Operating Officer in August 2017.~~
~~Annual Incentives~~
Our executives are eligible for an annual award under our MIP. We designed the MIP to reward executives for excellence in performance on key financial metrics determined by the Board and its Personnel and Compensation Committee, as well as each executive’s performance and contribution in his or her area of responsibility. The Personnel and Compensation Committee also retains the discretion to provide special recognition bonuses outside the MIP to take into consideration special performance events or other performance-based circumstances.
~~Why We Provide Annual Incentives~~
Our compensation program includes an annual performance-based award. The objective is to compensate executives based on achievement of Company-wide and individual goals related to building franchise and stockholder value. The award is intended to reward current performance that is also in line with our long-term goals and to motivate the executive to achieve high-performing results.
~~How We Determine Annual Incentive Amounts~~
The structure of our annual incentive plan includes: setting Company-wide goals; setting individual performance goals; weighting the goals; providing incentive opportunities to NEOs; and measuring actual performance and calculating incentive awards.
·                  ~~Setting Company performance goals~~
Each year the Personnel and Compensation Committee reviews our metrics and establishes Company-wide targets on the chosen metrics. In selecting the metrics, the Personnel and Compensation Committee considers our short-term and long-term business strategy, the current business environment and the interests of stockholders. The following performance metrics were chosen for 2017 and remained consistent with those selected in the previous several years. They were:
1.              ~~Return on average assets (ROA)~~
2.              ~~Return on average tangible common equity (ROTCE)~~
3.              ~~Earnings per share (EPS) growth~~
The Company reviews and adjusts, as necessary, performance metrics at the onset of a new performance period to ensure they continue to reflect our business strategy and market best practices. This review process helps ensure that company-wide goals used for incentive plans support the Company’s overall strategy, accommodate any shifts in strategy from year-to-year or during market changes and reflect past experiences and best practices. For 2017, the Personnel and Compensation Committee, working with the ChaseCompGroup, believed it was appropriate and in the best interests of stockholders to maintain the structure of the MIP plan, while modifying the absolute levels of performance for each of these metrics.    The Personnel and Compensation Committee will maintain the ultimate discretion to modify awards downward if some other threshold level is not achieved. Examples of potential events or factors that the Personnel and Compensation Committee may take into account in reducing or eliminating awards include, but are not limited to: downgrading of the Bank’s CAMELS rating, imposition of regulatory enforcement actions, or excessive non-performing assets.
~~Claw-back Provision~~
NEOs are subject to a claw-back provision under which the Personnel and Compensation Committee may require them to forfeit and repay any bonus, award or incentive compensation paid under a benefit plan to the extent that such bonus, award or incentive compensation was due to fraudulent activity or was based on statements of earnings, revenues, gains, the performance metric criteria of a benefit plan or other criteria that were later found to be materially inaccurate by the Personnel and Compensation Committee.
~~Quality of Earnings Review~~
The Committee conducts a “quality of earnings” review under which it evaluates any unusual, one-time items generally greater than $2 million, after tax, which impact cash, equity and earnings, and considers them for adjustments for the purposes of calculating relevant performance measures for the MIP. Any “quality of earnings” evaluations are made with a strong bias towards ensuring that management is accountable for reported results. For 2017, the Committee’s review concluded that the following items should be excluded from the calculation of performance measures for the purposes of MIP: A $14.5 million tax charge recorded upon the enactment of the Tax Reform Act in December 2017, which required us to re-measure our deferred tax asset; an additional tax charge of $8.0 million from our decision to surrender bank-owned life insurance (BOLI) policies in 2018; legal expense of $12.0 million (pre-tax) related to our agreement to settle a legal claim related to certain services provided by Christiana Bank and Trust Company prior their acquisition by WSFS, and; a $1.5 million (pre-tax) grant to the WSFS Foundation matching the only other grant made to the WSFS Foundation when it was formed in 2003. As a result, solely for the purpose of determining achievement in 2017 of the performance measures under the MIP, our adjusted ROA was 1.19%, adjusted ROTCE was 15.73% and growth in adjusted 2017 EPS over adjusted 2016 EPS was 11.8%.
~~With respect to the legal settlement,~~ WSFS settled the case for $12.0 million to avoid the uncertainties of arbitration and to end the expense of ongoing litigation. Separately, WSFS will pursue all of its rights and remedies to recover this settlement payment and all related costs, including by enforcing the indemnity right in the 2010 Stock Purchase Agreement by which WSFS acquired Christiana Trust. Additionally, WSFS has already taken measures to recover expenses from various insurance carriers. WSFS intends to pursue all claims it has for full restitution for this settlement.
In 2016, 2015, and 2014 we also made adjustments to MIP earnings. For 2016, we excluded $5.9 million ($8.5 million pre-tax equivalent) in corporate development costs, largely related to the acquisition of Penn Liberty Financial Corporation. For 2015, we excluded $5.5 million ($7.6 million pre-tax equivalent) in corporate development costs, largely related to the acquisition of Alliance Bancorp, Inc. For 2014, we excluded a $6.7 million tax benefit ($10.3 million pre-tax equivalent) related to our reverse mortgage assets and $4.0 million (pre-tax) of corporate development costs.
·                  ~~Setting individual performance goals~~
At the beginning of the year, each NEO develops individual performance goals for the year consistent with that year’s financial plan and the current three-year strategic plan, as well as for personal professional growth. These goals are submitted to the COO or CEO, as appropriate, for review, amendment and approval. Through an iterative, collaborative effort, these NEOs and the COO or CEO, as appropriate, agree to the final individual performance goals. Individual performance goals are tailored to each NEO’s function and particular area of responsibility, and may cover a wide variety of performance, including, by way of example, financial performance, customer engagement, operational milestones and other matters.
The MIP measures the performance of the CEO solely on Company-wide goals. However, the Board of Directors also establishes individual performance expectations for the CEO in addition to those associated with the MIP. These performance expectations are established by the Personnel and Compensation Committee after a review, discussion and approval of recommendations submitted by the CEO. The Committee assesses the performance of the NEO as compared to these performance expectations when annual salary adjustments are being considered.
·                  ~~Weighting the goals~~
The Personnel and Compensation Committee believes the more senior the rank of the executive, the more responsibility that executive has for Company-wide performance. As a result, for the more senior executives, Company-wide performance measurement criteria play a larger role in determining the amount of incentive awards. Individual and business unit performance goals play a larger role in determining the amount of the incentive award for less senior executives. For 2017, the weighting percentage for the CEO was 100% for Company-wide performance. For 2017, the weighting percentage for each of the EVPs was 75% for Company-wide performance and 25% for individual performance, reflecting his or her role in strategic matters. The weightings for the CEO and EVPs will not change for 2018.
MIP awards are calculated using these percentage allocations. For example, in 2017, the MIP award for Mr. Turner, our CEO, was based entirely on Company-wide financial performance. Although he has individual performance goals, it is the Company-wide metrics that determine his annual incentive (MIP) award.   The Personnel and Compensation Committee has final discretion to determine the amounts of final award payouts to all our NEOs, with the exception of the CEO, which is at the recommendation of the Personnel and Compensation Committee and at the final discretion of the full Board of Directors.
·                  ~~Providing incentive opportunities to NEOs~~
The table below shows NEO annual non-equity (cash) incentive opportunities for 2017 under the MIP as a percentage of base salary. When setting MIP goals, the Personnel and Compensation Committee took into consideration the opportunity levels for similar positions within the CPG companies along with our philosophy of linking pay to performance. A proportional approach (interpolation) is used to calculate incentive payouts for the performance results that fall between threshold, target and stretch levels. Levels for “Minimum,” “Target” and “Stretch” for all NEOs in 2017 were increased from 2016 levels as described under ~~Compensation Considerations for 2017~~ ~~on page 40~~. The Committee adjusted the opportunity levels in recognition of the Company setting annual performance goals well above the market median and to ensure the Company’s incentive opportunities reflect median levels at banks in its CPG. The Committee believes the greater the alignment of performance weightings with Company-wide goals, and the more objectivity that exists in plan administration, the more likely it will be that incentive payments will be commensurate with an overall improvement in our performance.
~~MIP 2017 Annual Non-Equity Award Opportunity as a Percent of Base Salary~~
Name and Principal Position

Minimum

Target

Maximum or
Stretch

Mark A. Turner
Chairman, President and Chief Executive Officer

37.5%

75%

150%

Dominic C. Canuso
Executive Vice President and Chief Financial Officer

25%

50%

100%

Peggy H. Eddens
Executive Vice President and Chief Human Capital Officer

25%

50%

100%

Rodger Levenson
Executive Vice President and Chief Operating Officer

25%

50%

100%

Patrick J. Ward
Executive Vice President and Pennsylvania Market President

25%

50%

100%

Richard M. Wright
Executive Vice President and Chief Retail Banking Officer

25%

50%

100%

~~Timing of MIP Annual Awards and IRS Section 409A Requirements~~
~~Payment of annual incentive awards under the MIP occurs no later than March 15~~th of the year following the performance period. This timing usually provides ample opportunity for the finalization of year-end performance results as well as maintaining compliance with the short-term deferral exception under Section 409A requirements of the Code.
~~Measuring Actual Performance and Calculating Incentive Payments~~
~~The following is a summary of our Management Incentive Plan (MIP) design:~~
·                  ~~A proportional approach (interpolation) will be used to calculate incentive payouts for the performance results that fall between threshold, target and stretch levels;~~
·                  ~~The Company will conduct a “quality of earnings review” to consider adjustments from GAAP reported earnings to MIP earnings;~~
·                  ~~Award opportunities will be based on specified percentages of base salary for Threshold, Target and Stretch achievement by NEOs; and~~
·                  ~~Other elements of the plan design, as described above.~~
The table below shows our 2017 actual results for the three performance goals used for incentive awards under the 2017 MIP. Our score is calculated by determining the average of scoring for our performance against ROA, ROTCE and earnings per share growth (for 2017, adjusted upward for “quality of earnings” adjustments) versus pre-established performance targets. A numerical value is interpolated based on a score of 1 for “threshold,” 2 for “target” and 3 for “stretch.” This score is applied to the payout percentages, and a payout is calculated. The individual performance score is calculated similarly.
~~2017 MIP Company-Wide Performance Goals and Results~~
Goal

Threshold

Target

Maximum
or Stretch

WSFS
Results

Result

Return on Assets (ROA)

1.00%

1.25%

1.30%

1.19%

Below Target

Return on Average Tangible Common Equity (ROTCE)

12.0%

15.75%

16.5%

15.73%

Near Target

Earnings Per Share (EPS) Growth

10.0%

15.1%

16.0%

11.84%

Below Target

Aggregate Result

Below Target

As the table above shows, for the purposes of the MIP, our Return on Assets was 1.19% in 2017, our Return on Tangible Common Equity was 15.73%, and our growth of Earnings Per Share was 11.84%.   The “below target” aggregate results reflect the Company’s aggressive approach to setting goals, and our strategic plan goal of improving our rank as a high-performing company. Further, these aggregate results compare favorably to our peers as further detailed under “Peer Group and Benchmarking” beginning on page 42.
~~2018 MIP Performance Goals~~
~~As with 2017,~~ ROA, ROTCE and EPS Growth, with equal weightings, were established as the metrics to be used in 2018. We believe that other essential goals, such as growth, infrastructure investment, efficiency, operational excellence, and asset quality are adequately represented in these goals and the individual performance goals of each NEO.
Company-wide performance goals for 2018 are shown below. These goals were set after taking into consideration a number of factors, including our 2018 financial plan, our current three-year strategic plan and industry performance of high-performing banks. These goals are set at levels consistent with our strategic plan goal of improving our rank as a high-performing company.
Performance Metric

Threshold
2018

Target
2018

Maximum or
Stretch
2018

Return on Average Assets (ROA)

1.20%

1.50%

1.60%

Return on Average Tangible Common Equity (ROTCE)

13.75%

17.88%

19.18%

Earnings Per Share Growth EPS

21.09%

26.95%

28.91%

The target levels for ROA and ROTCE for 2018 are well above expected peer medians, and reflect our goal of sustaining and improving our rank as a high-performing company. In addition, the 2018 target levels reflect the expected net positive impact of lower corporate tax rates resulting from the Tax Reform Act. After a thorough review and discussion, the Personnel and Compensation Committee approved the MIP Plan for 2018.
~~Equity/Long-Term Incentives~~
Our equity-based compensation plan is the primary method by which we provide long-term incentives to our executives. Pursuant to our 2013 Incentive Plan, we offer equity awards as a performance incentive to encourage ownership of our common stock by our executives and to further align the interests of management with those of our stockholders. Equity awards also provide value by attracting, motivating and retaining executives and provide appropriate and meaningful rewards to NEOs for our long-term success. Beginning in 2013, and for a period of five years ending in 2017, our CEO did not receive equity awards under the 2013 Plan as further discussed in “CEO Equity Incentive Compensation” below. Beginning in 2018, our CEO was eligible to receive equity awards under the 2013 Plan.
~~Annual Performance-Based Awards~~
The amount of each executive’s equity award under the MIP is based on achievement against our performance goals, which are the same as those detailed in the “2018 MIP Performance Goals” section above. Our MIP plan is designed so that NEOs have the potential to earn 25%-35%-45% of their salary in equity awards at threshold, target and stretch performance levels for the same three Company-wide goals: ROA, ROATCE and EPS growth. Additionally, one-half of the equity awards will be stock options with four year vesting and a seven-year life, and one-half of the equity awards will be RSUs with four year vesting. Further, to improve pay-for-performance and alignment, NEOs, other than the CEO, will have the opportunity to earn performance-based equity awards from time to time.
In 2017 for 2016 performance, the long-term incentive plan provided EVP-level NEOs with option and restricted stock unit awards in an amount equal to 35.0% of base salary.   Option awards are valued using the Black-Scholes valuation model. The total value of the equity awards granted to our NEOs in 2017 for 2016 performance under this plan was $467,454. In addition, in 2017 Mr. Levenson was awarded an additional restricted stock award with an aggregate grant date fair value of $50,000 in recognition of his assuming the additional role of interim Chief Financial Officer through June 2016 and also for functionally (not officially) serving as interim Chief Executive Officer from August 2016 to October 2016 when Mr. Turner was participating in a CEO Learning Tour, which included visiting more than 40 companies from various industries across the country. These awards have a four-year vesting schedule. As mentioned previously, our CEO did not receive equity awards under the 2013 plan for a period of five years ending in 2017.
Beginning in 2018 for 2017 performance, our CEO will have the potential to earn 55%-65%-75% of his salary in equity awards at threshold, target and stretch performance levels for the same three Company-wide goals: ROA, ROATCE and EPS growth. In addition, beginning with 2018 grants for 2017 performance, and as described under ~~Compensation considerations for 2017~~ at page 40, all other NEOs, other than the CEO, will have the potential to earn 35%-45%-55% of their salary in equity awards at threshold, target and stretch performance levels for the same three Company-wide goals: ROA, ROATCE and EPS growth.
~~CEO Equity Incentive Compensation~~
In 2013, the Board of Directors recommended a change to the equity incentive compensation of our CEO by executing a Non-Plan Stock Option Agreement. This plan was overwhelmingly approved by 97.9% of voting stockholders, with 88.5% of eligible stockholders voting on this proposal. Under this agreement, Mr. Turner received a grant of 750,000 stock options with an exercise price equal to 20% above the then-market value of our common stock. The stock options issued under the Non-Plan Stock Option Agreement have an exercise price of $16.51 and expire on February 28, 2020. Vesting occurs over a five-year period with 40% vesting, only after the second year and 20% vesting in each of the following three years.
The agreement also provided that Mr. Turner would not be eligible for any new equity awards for a five-year period beginning in 2013 (2013 through 2017 fiscal years), including eligibility for significant awards under our existing long-term incentive plan. If Mr. Turner had continued to be eligible for those plans, we estimate that the value of those awards for the five years of his ineligibility would have been worth approximately $2,096,000, using the Black-Scholes valuation model for options. Beginning in 2018 for 2017 performance, our CEO was eligible to receive equity awards under the 2013 Plan.
~~Timing and Pricing of Equity Awards~~
The Personnel and Compensation Committee awards equity grants, generally at the February meeting of the Personnel and Compensation Committee. Grants may be recommended during other times of the year for special circumstances, such as the hiring of a new executive, but are subject to Committee approval. The grant date is established when the Personnel and Compensation Committee or other authorized body approves the grant and all key terms have been established.
~~Associate Service Bonus Plan~~
Our NEOs also participate in an Associate Service Bonus Plan that is offered to all of our Associates. The two primary components of this plan are our ROA and our Customer Engagement Survey score (CE3) administered by the Gallup Organization. Specific payouts are determined by management, and are based on reaching specific ROA and CE3 scores. The following criteria assist in objective accountability and discourage unnecessary and excessive risk-taking or manipulation of earnings:
·                  ~~An ROA factor is one component of the calculation of incentive payouts. If our ROA is less than 1%, there is no score given for that component of the Associate Service Bonus Plan calculation;~~
·                  The CE3 factor is the other component of the calculation of the incentive payout and is determined based upon the results of an independently administered customer engagement survey. This factor is not impacted by our earnings; and
·                  ~~The incentive payouts are capped at $2,000 per Associate.~~
~~The Company paid a $1,281 award per Associate in 2018 for 2017 performance.~~
~~Benefits~~
~~401(k) Employer Contribution~~
We provide a 401(k) program that allows Associates to contribute a portion of their pre-tax earnings towards retirement savings. We offer a Company match to all Associates enrolled in our 401(k) plan as a component of total compensation and to encourage them to participate in the Plan. We match the first 5% of an Associate’s contribution dollar-for-dollar up to IRS limitations.
~~Director and Executive Non-Qualified Deferred Compensation Plan~~
We offer a non-qualified deferred compensation plan for our executives and Board of Directors. For executives, this program allows for base compensation to be deferred as well as for deferment of cash awards. For Board Directors, this program allows for retainer and meeting fees to be deferred. It offers pre-tax, voluntary contributions, tax deferred earnings, investment choices and flexible payment options. The plan is solely funded by the participant and there is no matching contribution made by the Company. The plan was reviewed and approved by our Personnel and Compensation Committee and our Board of Directors. The following table provides information relating to deferrals of compensation by our named executive officers under our non-qualified deferred compensation plan.
~~2017 Nonqualified Deferred Compensation~~
Name and Principal Position

Executive
Contributions
in 2017 (1)

Aggregate
Earnings in
2017(2)

Aggregate
Withdrawals/
Distributions
in 2017

Aggregate
Balance at
December 31,
2017

Mark A. Turner
Chairman, President and Chief Executive Officer

$
—

$
—

$
—

$
—

Dominic C. Canuso
Executive Vice President and Chief Financial Officer

—

—

—

—

Peggy H. Eddens
Executive Vice President and Chief Human Capital Officer

69,843

23,654

—

225,346

Rodger Levenson
Executive Vice President and Chief Operating Officer

—

—

—

—

Patrick J. Ward
Executive Vice President and Pennsylvania Market President

—

—

—

—

Richard M. Wright
Executive Vice President and Chief Retail Banking Officer

262,088

63,690

—

790,680

~~(1)Amounts in this column are included in the Summary Compensation Table.~~
~~(2)Amounts in this column are not included in the Summary Compensation Table~~
~~Development Allowance~~
We provide a Development Allowance to our NEOs that provides up to $27,500 per year for the CEO and up to $10,000 per year for Executive Vice Presidents. Further, in 2017, the CEO was accepted into the Philadelphia Union League and the Personnel and Compensation Committee approved an increase in his allowance to include the initiation, dues, and related expenses, which totaled $10,300 in 2017. His participation will allow him to improve his networking and business development activities in new markets.
Allowable expenses under the Development Allowance Policy include items that would improve the executives’ networking and business development prospects, personal health, time management and general well-being in a way that can reasonably be expected to result in improvements to their productivity as one of our executives. CEO expenditures must be approved by the Lead Independent Director or the Chair of the Personnel and Compensation Committee. Expenditures by Executive Vice Presidents must be approved by our CEO.
~~Separate from the above allowance, executives who are recruited from outside our market may be reimbursed for costs associated with their transitional relocation.~~
~~Employment Agreements~~
Because of our corporate philosophy which emphasizes commitment based on performance, we do not have employment agreements for our NEOs. We have a formal severance policy which provides payments to NEOs if their employment is terminated without cause or under certain conditions following a change of control.   Further details concerning Employment Agreements are provided under “Potential Payments upon Termination or Change in Control” on page 61.
~~Tax Considerations Related to Our Executive Compensation~~
Prior to the changes made by the Tax Reform Act discussed below, Section 162(m) of the Code (“162(m)”) provided that certain compensation paid in excess of $1 million to the Chief Executive Officer or any of the other three most highly compensated executive officers of a public company (but not including the Chief Financial Officer), as of the last day of a taxable year, would not be deductible for federal income tax purposes, unless such compensation was paid in accordance with one of the listed exceptions described in 162(m). However, certain forms of performance-based compensation were excluded from the $1 million deduction limitation, if certain requirements were met.
The Personnel and Compensation Committee generally seeks, where feasible and consistent with its overall compensation philosophy and objectives, to structure incentive compensation granted to our executive officers in a manner that is intended to minimize or eliminate the impact of the 162 (m) deduction limitation. The deductibility of some types of compensation payments, however, can depend upon numerous factors, including plan design, the timing of the vesting of compensation awards or the exercise of previously granted rights. In addition, tax deductibility is not the sole factor used by the Personnel and Compensation Committee in setting compensation. Corporate objectives may not necessarily align with the requirements for full deductibility under 162(m). Accordingly, the Personnel and Compensation Committee may grant awards such as time-based restricted stock awards and/or enter into compensation arrangements under which payments are not deductible under 162(m) if the Personnel and Compensation Committee determines that such non-deductible arrangements are otherwise in the best interests of our stockholders. Also interpretations of, and changes in, applicable tax laws and regulations, as well as other factors beyond our control, also can affect deductibility of certain compensation. As a result of these various factors, and in order that the Personnel and Compensation Committee retains flexibility in awarding compensation, there may be situations when compensation paid will not be tax deductible in accordance with 162(m).
Sections 280G and 4999 of the Code (“Code Sections 280G and 4999”) limit our ability to take a tax deduction for certain compensation that could be paid to NEOs resulting from a change in control transaction affecting us. In the event we pay any “excess parachute payments” as it is defined under Code Section 280G, we would have compensation payments that are not tax deductible and executives would have excise taxes due on the receipt of such “excess parachute payments.” The Personnel and Compensation Committee considers the adverse tax liabilities imposed by Code Sections 280G and 4999, as well as other competitive factors when it structures certain compensation to our NEOs.
~~The Tax Cuts and Jobs Act~~
The Tax Reform Act became law in December 2017, and most provisions of the Tax Reform Act took effect as of January 1, 2018, including two key changes to 162(m). First, the Tax Reform Act repeals the performance-based compensation exception to the $1 million deduction limit under 162(m). As discussed above, prior to the Tax Reform Act, performance-based compensation did not count toward the $1 million deduction limit under 162(m) and thus generally could be deducted. The Tax Reform Act eliminated this exception, such that all compensation paid to a covered employee will be subject to the $1 million deduction limit.
Second, the Tax Reform Act expands the number of individuals who are subject to the 162(m) deduction limit to include the Chief Financial Officer. In addition, in contrast to prior law, the Tax Reform Act provides that for any year beginning in 2017, once an employee becomes subject to the 162(m) deduction, the employee shall remain subject to the deduction limit for all future years, including after termination of employment or death.
The Tax Reform Act’s changes to 162(m), however, will not apply to compensation paid pursuant to a written binding contract that was in effect as of November 2, 2017, and which is not materially modified or renewed on or after November 2, 2017. Accordingly, compensation paid under those arrangements generally is still deductible.
In sum, the Tax Reform Act substantially changes 162(m) in ways that generally will reduce the amount of compensation that WSFS can deduct beginning in 2018. Although the Personnel and Compensation Committee will continue to seek, where feasible and consistent with its overall compensation philosophy and objectives, to structure incentive compensation granted to our executive officers in a manner that is intended to minimize or eliminate the impact of the 162(m) deduction limitation, it will become more difficult to achieve this goal over time in light of the Tax Reform Act’s changes to 162(m).
~~Summary~~
The CEO, the Chief Human Capital Officer, the Chief Risk Officer, and the Personnel and Compensation Committee, with advice from its consultants, have reviewed all compensation components for each NEO, including base salary, incentive compensation, and all of our incentive compensation plans. They have determined that the compensation packages awarded to our NEOs, and others, are consistent with our goals to provide compensation that is competitive with our peers, that drives financial performance without undue risk, and aligns the interests of our NEOs, and others, with those of our stockholders.
Accordingly, we believe our executive and management compensation plans are reasonable, pay-for-performance-based, competitive, not excessive, and do not encourage our executives or any of our Associates to take actions that pose an unnecessary or excessive risk that would threaten the value of the institution and do not unnecessarily expose the institution to risks or encourage the manipulation of reported earnings to enhance the compensation of management.
~~Summary Compensation Table~~
The Summary Compensation Table on page 56 shows the compensation of our Chief Executive Officer, our Chief Financial Officer, and our next four highest paid executive officers in 2017, 2016 and 2015. In summary, for 2017, our NEOs received the following components of their compensation:
·                  Increases in base salary consistent with market data and our company-wide merit pool, a 13% market increase in base salary for our COO to reflect his promotion in August 2017 and additional responsibilities, a 7% market increase in base salary for our CEO to reflect his election as Chairman effective August 2017, a 10% increase in base salary for our Chief Human Capital Officer to keep her salary aligned with the median of our peer group and take into consideration her experience and expertise, and a 7% increase in base salary for our CFO to continue to move his salary closer to the market median.
·                  ~~A $452,016 retention bonus payment made to Mr. Ward in August 2017 in connection with WSFS Financial Corporation’s acquisition of Penn Liberty Bank in August 2016.~~
·                  Non-equity incentives paid in 2018 for 2017 performance resulting from strong Company performance. ROA, adjusted for quality of earnings, was 1.19% in 2016; Return on Tangible Common Equity was 15.73%; and our growth of EPS was 11.84%, which resulted in incentive payouts ranging from 51% to 64% of the executive’s base salary. These are included in the disclosure of 2017 “Non-Equity Incentive Plan Compensation”. Cash awards to NEOs in connection with our MIP Plan, based on 2017 performance are as follows: Mr. Turner, $462,550; Mr. Canuso, $173,038; Ms. Eddens, $183,617; Mr. Levenson, $207,162; Mr. Ward, $164,591, and; Mr. Wright, $197,403. In addition, each NEO received an all-Associate award of $1,281.
·                  Restricted stock awards and stock option awards granted in 2017 for 2016 performance that reflect performance on the three metrics ROA, ROATCE and EPS growth. With the exception of Mr. Turner, named executives received grants in 2017 with a fair value of approximately 35.0% of their base salary. In addition, in 2017 Mr. Levenson was awarded an additional restricted stock award with an aggregate grant date fair value of $50,000 in recognition of his assuming the additional role of interim Chief Financial Officer through June 2016 and also for functionally (not officially) serving as interim Chief Executive Officer from August 2016 to October 2016 when Mr. Turner was participating in the CEO Learning Tour.
·                  ~~Similar levels of other compensation from the prior year, reflecting no substantive change in our plans and policies regarding our development allowance and 401(k) match.~~
The following discussions and table summarize the compensation of each NEO for the years ended December 31, 2017, 2016 and 2015. We also provide summary information below regarding equity awards granted in 2018 for performance during 2017.
~~Cash Amounts Paid in 2018 for 2017 Performance~~
·                  Included in the disclosure of 2017 “Non-Equity Incentive Plan Compensation” are cash awards to NEOs in connection with our MIP Plan, based on 2017 performance, as follows: Mr. Turner, $462,550; Mr. Canuso, $173,038; Ms. Eddens, $183,617; Mr. Levenson, $207,162; Mr. Ward, $164,591 and; Mr. Wright, $197,403. In addition, each NEO received an all-Associate award of $1,281.
~~Equity Awards Granted in 2017 for 2016 Performance~~
·                  The aggregate grant date fair value of RSUs granted in 2017 and earned in 2016 under our Long-Term Incentive Plan was as follows: Mr. Canuso, $55,186; Ms. Eddens, $54,310; Mr. Levenson, $63,158; Mr. Ward, $21,225, and; Mr. Wright, $61,073. Mr. Ward received a prorated award because his employment with WSFS began in August 2016. Mr. Turner was not eligible for this award because of the restriction on equity awards contained in his 2013 stock option award agreement.
·                  The aggregate grant date fair value of stock options granted in 2017 and earned in 2016 under our Long-Term Incentive Plan was as follows: Mr. Canuso, $55,186; Ms. Eddens, $54,310; Mr. Levenson, $63,158; Mr. Ward, $21,225 and; Mr. Wright, $61,073. Mr. Ward received a prorated award because his employment with WSFS began in August 2016. Mr. Turner was not eligible for this award because of the restriction on equity awards contained in his 2013 stock option award agreement.
·                  In addition, in 2017 Mr. Levenson was awarded an additional restricted stock award with an aggregate grant date fair value of $50,000 in recognition of his assuming the additional role of interim Chief Financial Officer through June 2016 and also for functionally (not officially) serving as interim Chief Executive Officer from August 2016 to October 2016 when Mr. Turner was participating in the CEO Learning Tour.
~~Equity Awards Granted in 2018 for 2017 Performance~~
In 2018, we granted RSUs and stock options under the MIP and LTI Plan based on performance during 2017. These awards will be reflected in the Summary Compensation Table for 2018, included in our 2019 proxy statement. The awards were as follows:
·                  The aggregate grant date fair value of RSUs granted in 2018 and earned in 2017 under our Long-Term Incentive Plan was as follows: Mr. Turner, $224,543; Mr. Canuso, $70,908; Ms. Eddens, $71,750; Mr. Levenson, $85,937; Mr. Ward, $68,278, and; Mr. Wright, $75,558.
·                  The aggregate grant date fair value of stock options granted in 2018 and earned in 2017 under our Long-Term Incentive Plan was as follows: Mr. Turner, $224,543; Mr. Canuso, $70,908; Ms. Eddens, $71,750; Mr. Levenson, $85,937; Mr. Ward, $68,278, and; Mr. Wright, $75,558.
~~Summary Compensation Table~~
~~Name and Principal Position~~
~~Year~~
~~Salary(1)~~
~~($)~~
~~Bonus~~
~~($)~~
~~Stock~~
~~Awards(7)~~
~~($)~~
~~Option~~
~~Awards(7)~~
~~($)~~
~~Non-Equity~~
~~Incentive Plan~~
~~Compensation(8)~~
~~($)~~
~~All Other~~
~~Compensation(9)~~
~~($)~~
~~Total~~
~~($)~~
~~Mark A. Turner (10)~~
~~Chairman, President and Chief Executive Officer~~
~~2017~~
~~2016~~
~~2015~~
$
~~702,497~~
~~669,758~~
~~639,336~~
$
—
~~168,907~~
~~100,000~~
~~(2)~~
~~(4)~~
$
—
—
—
$

—
—
—
$
~~463,831~~
~~338,627~~
~~580,050~~
$
~~50,414~~
~~39,209~~
~~38,256~~
$
~~1,216,742~~
~~1,216,501~~
~~1,357,642~~
~~Dominic C. Canuso(3)~~
~~Executive Vice President and Chief Financial Officer~~
~~2017~~
~~2016~~
~~2015~~
~~333,333~~
~~174,259~~
—
—
~~21,037~~
—
~~(2)~~
~~55,186~~
~~33,670~~
—
~~55,186~~
—
—
~~174,319~~
~~100,812~~
—
~~23,003~~
~~2,723~~
—
~~641,027~~
~~332,502~~
—
~~Peggy H. Eddens~~
~~Executive Vice President and Chief Human Capital Officer~~
~~2017~~
~~2016~~
~~2015~~
~~335,833~~
~~310,000~~
~~264,348~~
—
~~26,174~~
~~8,000~~
~~(2)~~
~~(6)~~
~~54,310~~
~~63,120~~
~~46,584~~
~~54,310~~
~~63,120~~
~~46,584~~
~~184,898~~
~~153,938~~
~~205,089~~
~~29,018~~
~~26,091~~
~~25,490~~
~~658.369~~
~~642,443~~
~~596,095~~
~~Rodger Levenson~~
~~Executive Vice President and Chief Operating Officer~~
~~2017~~
~~2016~~
~~2015~~
~~383,424~~
~~358,750~~
~~348,721~~
—
~~30,664~~
~~50,000~~
~~(2)~~
~~(5)~~
~~113,158~~
~~71,265~~
~~61,431~~
~~63,158~~
~~71,265~~
~~61,431~~
~~208,443~~
~~181,135~~
~~237,986~~
~~32,820~~
~~31,996~~
~~34,334~~
~~801,002~~
~~745,076~~
~~793,903~~
~~Patrick J. Ward(11)~~
~~Executive Vice President and Pennsylvania Market President~~
~~2017~~
~~2016~~
~~2015~~
~~322,917~~
—
—
~~452,016~~
—
—
~~(11)~~
~~21,225~~
—
—
~~21,225~~
—
—
~~165,872~~
—
—
~~31,245~~
—
—
~~1,014,499~~
—
—
~~Richard M. Wright~~
~~Executive Vice President and Chief Retail Banking Officer~~
~~2017~~
~~2016~~
~~2015~~
~~357,350~~
~~346,900~~
~~337,173~~
—
~~29,696~~
~~8,000~~
~~(2)~~
~~(6)~~
~~61,073~~
~~68,903~~
~~59,406~~
~~61,073~~
~~68,903~~
~~59,406~~
~~198,684~~
~~175,619~~
~~222,517~~
~~32,473~~
~~32,028~~
~~30,390~~
~~710,652~~
~~722,049~~
~~716,892~~

(1) The amounts shown as salaries in this table may be different from the amounts shown in the Base Salary table on page 45 because this table represents the amount actually paid during a year and the Base Salary table represents year-end base salary level.

~~(2) For 2016, the Company performed at the 77~~th percentile (weighted average) of the Compensation Peer Group. Amounts represent a strategic award in recognition of the Company’s outperformance as compared to our Compensation Peer Group as well as against WSFS’s strategic objectives. Mr. Turner was paid a bonus equal to 25% of his salary and other named executives earned recognition bonuses ranging from 8%-12% of their salary. Extraordinary performance in 2016 reflects among other things, the following: (i) exceeding an aggressive 2016 budget and ambitious strategic plan goals, especially ROA; (ii) healthy organic growth in loans and deposits; (iii) strong revenue growth, including margin and fee income improvement; (iv) successful acquisition signings, integration and growth; (v) new innovative products commercialized; and (vi) continued recognition for Top Workplace and “Best Bank” in Delaware.

(4) The $100,000 in 2015 represents amounts paid for extraordinary performance relative to leading the Company to the extraordinary performance in 2015 and achieving the Company’s Path to High Performance goal.

(5) Represents bonus paid to Mr. Levenson in recognition of his assuming the additional role of Chief Financial Officer in 2015 and his contributions to the Company’s extraordinary performance in 2015, most notably successful acquisition signings, integration and growth.

~~(6) Represents bonus paid to Mr. Wright and Ms. Eddens in recognition of their efforts in driving the Company to exceed its high-performing goal in 2015.~~

(7) Represents the aggregate fair value of awards on the date they were granted in accordance with ASC Topic 718. See Note 15 of the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the assumptions made in calculating the grant date fair value. In addition, in 2017 Mr. Levenson was awarded an additional restricted stock award with an aggregate grant date fair value of $50,000 in recognition of his assuming the additional role of interim Chief Financial Officer through June 2016 and also for functionally (not officially) serving as interim Chief Executive Officer from August 2016 to October 2016 when Mr. Turner was participating in the CEO Learning Tour.

~~(8) Amounts represent awards to NEOs in connection with our MIP Plan and our All Associate Bonus Plan.~~

(9) All Other Compensation includes contributions made by us into the 401(k) plans of each of our NEOs, health benefits paid directly by the Company, and a development allowance. The health benefits provided to our NEO’s are under a non-discriminatory group plan, and disclosure of this benefit is included on a voluntary basis. Mr. Turner voluntarily did not receive health benefits from the Company in 2017, 2016, and 2015.

(10) In 2013 Mr. Turner received a grant of 750,000 Non-Plan Stock Options approved both by the Board and by 97.9% of voting stockholders at our 2013 Annual Meeting of Stockholders with an exercise price equal to 20% above the then market value of our common stock. The grant-date fair value of the award was $3.7 million. As part of the change in compensation, he became ineligible to receive other equity-based awards for a period of five years. The approximate value of those awards, had he been eligible to receive them, would have been $2.10 million.

~~(11) Mr. Ward was not a named executive officer in prior years, therefore only 2017 compensation is included. The $452,016 bonus amount represents a retention bonus~~ ~~payment made to Mr. Ward in August 2017 in connection with WSFS Financial Corporation’s acquisition of Penn Liberty Bank in August 2016.~~

Beneficial Owners
If your shares are held in “street name”, you should check with your bank, broker or other agent and follow the voting procedures required by your bank, broker or other agent to vote your shares.	Each stockholder who attends the Annual Meeting virtually will need the control number that appears on the materials sent to you.
	~~Mark A. Turner~~
	~~Chairman, President and Chief Executive Officer~~

Notice of Internet Availability of Proxy Materials		1

1.	About the Annual Meeting	1

	MATTERS TO BE VOTED ON AT THE ANNUAL MEETING

2.	PROPOSAL NO. 1: Election of Directors	5
	Director Nominees	5
	Other Current Directors and Executive Management	7
	Corporate Governance	11
	Board Principles and Guidelines	11
	Board of Directors’ Mission	11
	Our Director Nomination and Selection Process	12
	Stockholder Nominations and Stockholder Proposals	13
	Director Independence	14
	Executive Sessions	14
	Director Service on Other Boards	14
	Board of Directors Leadership Structure	14
	Board Size	16
	Diversity	16
	Term Limits	17
	Board Skills, Knowledge, and Experience	17
	Board of Directors Role in Risk Oversight	18
	Committees of the Board of Directors	20
	Executive Committee	21
	Corporate Governance and Nominating Committee	21
	Audit Committee	22
	Audit Committee Report	23
	Personnel and Compensation Committee	24
	Compensation Committee Interlocks and Insider Participation	25
	Trust Committee	25
	Corporate Development Committee	25
	Attendance at Board of Directors and Committee Meetings, Annual Meeting	25
	Other Corporate Governance Matters	26
	Stock Ownership and Retention Guidelines	26
	CEO and Management Succession Planning	26
	Transaction with Our Insiders	26
	Classified Board Structure	27
	Access to and Communication with the Board of Directors	27

3.	PROPOSAL NO. 2: Ratification of the Appointment of Independent Registered Public Accounting Firm	28

4.	PROPOSAL NO. 3: Approval of the WSFS Financial Corporation 2018 Incentive Plan	29

5.	PROPOSAL NO. 4: Advisory (non-binding) Vote on the Compensation of our Named Executive Officers	35

6.	EXECUTIVE COMPENSATION	36
	Forward Looking Statements	36
	Compensation Discussion and Analysis	37
	Executive Summary	37
	Named Executive Officers (NEOs)	41
	The Role of the Personnel and Compensation Committee of the Board of Directors	41
	The Role of Management in Executive Compensation	41
	The Role of Stockholder Say-on-Pay Votes	42
	The Role of Consultants	42
	Peer Group and Benchmarking	42

	Elements of Compensation	44
	Base Salaries	44
	Annual Incentives	45
	Timing of MIP Annual Awards and IRS Section 409A Requirements	48
	Measuring Actual Performance and Calculating Incentive Payments	48
	Equity/Long-Term Incentives	50
	CEO Equity Incentive Compensation	50
	Timing and Pricing of Equity Awards	51
	Associate Service Bonus Plan	51
	Benefits	51
	2017 Nonqualified Deferred Compensation	52
	Development Allowance	52
	Employment Agreements	52
	Tax Considerations Related to Our Executive Compensation	53
	Summary	54
	Summary Compensation Table	54
	Grants of Plan-Based Awards	57
	Outstanding Equity Awards Value at Fiscal Year-End	57
	Exercises of Options and Vesting of Shares during 2017	59
	CEO Pay Ratio	60
	Potential Payments upon Termination or Change in Control	61
	Termination without Cause	61
	Change in Control	61
	Retirement Plans	63

7.	COMPENSATION OF THE BOARD OF DIRECTORS	63
	Director and NEO Non-Qualified Deferred Compensation Plan	65
	Director Compensation Table	65
	Compensation of Mr. Eleuthere I. du Pont as Lead Director	65

8.	PERSONNEL AND COMPENSATION COMMITTEE REPORT	66

9.	SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	66

10.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	66

	Appendix A - Proposed WSFS Financial Corporation 2018 Incentive Plan	A - i

Notice of 2022 Annual Meeting of Stockholders	i
FORWARD-LOOKING STATEMENTS	iv
PROXY STATEMENT SUMMARY	1
Proposal 1: Election of Directors	11
CORPORATE GOVERNANCE	11
Our Director Nomination and Selection Process	19
Board Structure and Roles	20
Committees	21
Audit Committee	22
Corporate Governance and Nominating Committee	22
Executive and Risk Committee	23
Personnel and Compensation Committee	23
Corporate Development Committee	24
Delivery Transformation Subcommittee	24
Board Policies	25
Compensation of our Board of Directors	28
Proposal 2: Advisory Vote on Executive Compensation	30
EXECUTIVE COMPENSATION	30
Executive Leadership Team	31
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS	34
Executive Compensation Philosophy	36
How Executive Compensation Decisions Are Made	37
Overview of Executive Compensation	39
2021 Executive Compensation Summary	42

Director	Age⁽¹⁾	Current Term	Independence	Tenure on Board (years)	Principal Occupation
Anat Bird	70	2024	✓	12	President and Chief Executive Officer of SCB Forums, LTD
Karen Dougherty Buchholz	55	2022	✓	4	Executive Vice President of Administration for Comcast Corporation
Francis B. Brake	58	2022	✓	8	President and Co-Founder of Epic Research, LLC
Diego F. Calderin	60	2022	✓	—	Co-founder and Managing Partner of Banbury Systems
Jennifer W. Davis	51	2024	✓	13	Executive Vice President and Chief Operating Officer at the University of Virginia
Michael J. Donahue	63	2024	✓	4	Retired partner of KPMG LLP
Eleuthère I. du Pont	55	2023	✓	9	President of the Longwood Foundation
Nancy J. Foster	60	2023	✓	1	President and Chief Executive Officer of The Risk Management Association
Christopher T. Gheysens	50	2022	✓	5	President & Chief Executive Officer of Wawa, Inc.
Francis J. Leto	62	2023	—	—	Former Chief Executive Officer of Bryn Mawr
Rodger Levenson	61	2022	—	4	Chairman, President and Chief Executive Officer of WSFS
Lynn B. McKee	66	2024	✓	—	Executive Vice President, Human Resources for ARAMARK
David G. Turner	57	2023	✓	8	Managing Partner, Financial Services for all Consulting in North America for IBM
Mark A. Turner ⁽²⁾	59	2022	—	14	Former Chairman, President and Chief Executive Officer of WSFS

WSFS Financial Corporation Board of Directors Chairman: Rodger Levenson Lead Independent Director: Jennifer W. Davis
	Audit Committee	Corporate Governance and Nominating Committee	Executive and Risk Committee	Personnel and Compensation Committee	Corporate Development Committee	Delivery Transformation Subcommittee⁽¹⁾
Chair	David G. Turner	Jennifer W. Davis	Rodger Levenson	Francis B. Brake	Rodger Levenson	Francis B. Brake
Vice Chair	Michael J. Donahue	Karen Dougherty Buchholz	Nancy J. Foster	Christopher T. Gheysens	Anat Bird	Rodger Levenson
Members	Anat Bird Jennifer W. Davis Eleuthère I. du Pont Nancy J. Foster Christopher T. Gheysens	Francis B. Brake Eleuthère I. du Pont David G. Turner	Christopher T. Gheysens Jennifer W. Davis Michael J. Donahue Frank J. Leto	Karen Dougherty Buchholz Eleuthère I. du Pont David G. Turner Lynn B. McKee	Francis B. Brake Karen Dougherty Buchholz Michael J. Donahue Christopher T. Gheysens	Anat Bird Christopher T. Gheysens David G. Turner Diego F. Calderin
Meetings	7	4	27	8	5	6

Name	Age	Position	Year Assumed Current Position	Year Hired by WSFS
Rodger Levenson	61	Chairman, President and CEO	2020	2006
Arthur J. Bacci	62	EVP and Chief Wealth Officer	2018	2018
Lisa Brubaker	58	EVP and Chief Information Officer	2020	1987
Dominic C. Canuso, C.F.A.	47	EVP and Chief Financial Officer	2016	2016
Steve Clark	64	EVP and Chief Commercial Banking Officer	2016	2002
Michael L. Conklin	53	EVP and Chief Human Resources Officer	2020	2020
Christine E. Davis*	44	EVP and Chief Risk Officer	2022	1999
Shari Kruzinski	52	EVP and Chief Customer Officer	2021	1989
Michael P. Reed*	50	EVP and Chief Risk Officer	2020	2020
Patrick J. Ward	66	EVP and Pennsylvania Market President of the Bank	2016	2016
Richard M. Wright	69	EVP and Chief Retail Banking Officer	2006	2006

	Francis B. Brake Age: 58 Director since: 2014

Committees: Corporate Governance & Nominating Committee Personnel & Compensation Committee Corporate Development Committee Delivery Transformation Subcommittee


Francis B. Brake, 58, has been a director of WSFS Financial Corporation since 2014. His current term expires at the 2022 Annual Meeting of Stockholders. Mr. Brake brings expertise in marketing, entrepreneurship, innovation, product development, business partnerships, financial services, and executive leadership to our Board of Directors. Experience: • President and Co-Founder of Epic Research, LLC (2007 to present) • Managing Director and Chief Marketing Officer for Juniper Bank/ Barclaycard US (2000 to 2007) • Various positions including Executive Vice President, Marketing at First USA Bank (1994 to 2000) Board Service and Memberships: • Board of Directors of Smarter Agent, LLC • Board of Directors of the Chester Foundation • Former director of Barclays Bank Delaware Education: • Bachelor of Arts in Government from The College of William and Mary • Master of Business Administration from The Darden Graduate School of Business, University of Virginia

	Karen Dougherty Buchholz Age: 55 Director since: 2019

Committees: Corporate Governance & Nominating Committee Personnel & Compensation Committee Corporate Development Committee Wealth Management Fiduciary Committee


Karen Dougherty Buchholz, 55, has been a director of WSFS Financial Corporation since March 2019. Her current term expires at the 2022 Annual Meeting of Stockholders. Ms. Buchholz provides our Board of Directors with extensive public company oversight and leadership experience, knowledge of local and national markets, technology expertise and experience outside the financial services industry. Experience: • Executive Vice President of Administration of Comcast Corporation (May 2020 to present) • Chief Diversity Officer of Comcast Corporation (December 2019 to October 2020) • Senior Vice President of Administration of Comcast Corporation (March 2014 to May 2020) • Trustee of Beneficial Bank (2009 to 2014) Board Service and Memberships: • Board of Directors of FS Credit Real Estate Income Trust • Board of Trustees of Drexel University • Global Board of Directors of Women in Cable Telecommunications • Board of Directors of the Museum of the American Revolution • Board of Directors of the Philadelphia Convention and Visitors Bureau • Former director of Beneficial Bancorp. Inc. (“Beneficial”) Education: • Undergraduate degree from Dickinson College •Master’s degree in organizational dynamics from the University of Pennsylvania

	Christopher T. Gheysens Age: 50 Director since: 2017

Committees: Corporate Development Committee Audit Committee Wealth Fiduciary Audit Committee Executive and Risk Committee Personnel & Compensation Committee Delivery Transformation Subcommittee


Christopher T. Gheysens, 50, has been a director of WSFS Financial Corporation since 2017. His current term expires at the 2022 Annual Meeting of Stockholders. Mr. Gheysens brings finance, auditing, strategic planning, retail operations, local and national market, and executive leadership expertise to our Board of Directors from his experience with Wawa, Inc. a chain of more than 920 convenience stores and background as an accountant. Experience: • President & Chief Executive Officer of Wawa, Inc. (2013 to present) • Chief Financial and Administrative Officer of Wawa, Inc. (January 2007 to December 2012) Board Service and Memberships: • Trustee on Villanova University’s Board of Trustees • Children’s Hospital of Philadelphia Board of Overseers • Chairman of the Children’s Hospital of Philadelphia’s Board of Trustees • Former director of the National Association of Convenience Stores (NACS) • Former chairperson of the Dean’s Advisory Council for the Villanova School of Business • Former member of the Economic and Community Advisory Committee for the Federal Reserve Bank of Philadelphia Education: • Bachelor of Science in Accountancy from Villanova University School of Business • Master of Business Administration from Saint Joseph’s University • Former Certified Public Accountant in New Jersey

	Rodger Levenson Age: 61 Director since: 2020

Committees: Executive and Risk Committee Corporate Development Committee Delivery Transformation Subcommittee





Rodger Levenson, 61, has been Chairman of our Board of Directors since January 1, 2020. His term expires at the 2022 Annual Meeting of Stockholders. Mr. Levenson brings extensive banking, finance, lending, risk management, regulatory, mergers and acquisitions, governance, executive management, and local market expertise to our Board of Directors. Experience: • President and Chief Executive Officer of WSFS (January 2019 to present) • Executive Vice President and Chief Operating Officer of WSFS (July 2017 to December 2018) •Executive Vice President and Chief Corporate Development Officer of WSFS (June 2016 to July 2017) • Interim Executive Vice President and Chief Financial Officer of WSFS (April 2015 to June 2016) • Executive Vice President and Chief Commercial Banking Officer of WSFS (2006 to April 2015) • Senior Vice President and Manager at Citizens Bank (2003 to 2006) Board Service and Memberships: • Board of Directors of The Chamber of Commerce for Greater Philadelphia • Board of Directors of Delaware State Chamber of Commerce • Member of the Delaware Business Roundtable • Executive Board Member of The Wilmington Alliance • Former chairman and director of the Delaware Bankers Association Education: • Bachelor of Business Administration in Finance from Temple University • Master of Business Administration from Drexel University • Leadership courses at the Wharton School of Business, Center for Creative Leadership, and Harvard University School of Business

	Diego F. Calderin Age: 60 Director since: 2022

Committees: Delivery Transformation Subcommittee Wealth Management Fiduciary Committee


Diego F. Calderin, 60, has been a director of WSFS Financial Corporation since 2022 when he was appointed to our Board of Directors pursuant to the Agreement and Plan of Merger, dated March 9, 2021, by and between WSFS Financial Corporation and Bryn Mawr (the "Merger Agreement"). His current term expires at the 2022 Annual Meeting of Stockholders. Mr. Calderin's significant experience in the technology, wealth management and financial services industries brings to our Board of Directors critical skills in these key areas affecting our business. Experience: • Co-founder and Managing Partner of Banbury Systems (a data acquisition platform company which provides inventory tracking using highly advanced RFID readers with GPS and cellular transmission) (January 2016 to December 2020) • Co-founder and Chief Technology Officer of Anexinet (an award- winning Digital Systems Integration company) (January 2000 to December 2014) Board Service and Memberships: • Former director of Bryn Mawr and The Bryn Mawr Trust Company ("Bryn Mawr Trust") • Former member of Board of Trustees for LaSalle University • Former member of Board of Trustees of Haverford Trust Company • Former Board Chairman of CVIM, a philanthropic organization that provides healthcare services to the working poor of Chester County, PA Education: • Bachelor of Arts in Computer Sciences from LaSalle University •Master’s degree in engineering from Pennsylvania State University

	Anat Bird Age: 70 Director since: 2010

Committees: Corporate Development Committee Audit Committee Wealth Fiduciary Audit Committee Delivery Transformation Subcommittee Wealth Management Fiduciary Committee


Anat Bird, 70, has been a director of WSFS Financial Corporation since 2010. Her current term expires at the 2024 Annual Meeting of Stockholders. Ms. Bird brings a broad range of banking experience as well as strategic planning, mergers and acquisitions, regulatory, risk, financial, and executive management experience from a national and global perspective to our Board of Directors. Experience: • President and Chief Executive Officer of SCB Forums, LTD (1994 to present) • President and CEO of California Community Bancshares (March 2001 to November 2001) • Executive Vice President of Wells Fargo Bank (1997 to 2001) • Senior Executive Vice President, Chief Operating Officer of Norwest Bank (1997 to 2001) • Senior Executive Vice President, Chief Operating Officer of Norwest Bank (1997 to 2001) Board Service and Memberships: • Board of Directors for MidFirst Bank in Oklahoma City, Oklahoma (2003 to present) • Former member of the Boards of Sterling Bank (2002 to 2011), Sun Bancorp, Inc. (2008 to 2009), First Indiana Bank (2002 to 2007) and AmTrust Bank (2008 to 2009) Education: • Bachelor of Arts in International Relations and master’s degree in International Relations and Psychology from Hebrew University in Jerusalem • MBA in Finance from American University • Diploma in Corporate Strategic Planning from the Wharton School of Business

	Jennifer W. Davis Age: 51 Director since: 2009

Committees: Corporate Governance & Nominating Committee Audit Committee Wealth Fiduciary Audit Committee Executive and Risk Committee



Jennifer W. Davis, 51, has been a director of WSFS Financial Corporation since 2009 and has served as our Lead Independent Director since 2021. Her current term expires at the 2024 Annual Meeting of Stockholders. Ms. Davis brings knowledge of human resources, technology, finance, risk management and executive leadership expertise to our Board of Directors from both a local and national perspective. Experience: • Executive Vice President and Chief Operating Officer at the University of Virginia (2018 to present) overseeing the areas of finance, human resources, accounting, treasury, facilities, audit, compliance, Enterprise Risk Management, technology, public safety, and auxiliary services • Senior Vice President and Chief Financial Officer at George Mason University (2013 to 2018) • Vice President for Finance and Administration of the University of Delaware (2008 to 2013) • Cabinet Secretary-Director of the Office of Management and Budget for the State of Delaware (2005 to 2008) • Budget Director, Deputy Secretary of Education and Associate Secretary of Education for policy and administrative services for the State of Delaware (2002 to 2005) Education: • Undergraduate degree in political science and master’s degree in policy analysis from Pennsylvania State University

	Michael J. Donahue Age: 63 Director since: 2019

Committees: Corporate Development Committee Audit Committee Wealth Fiduciary Audit Committee Executive and Risk Committee Wealth Management Fiduciary Committee


Michael J. Donahue, 63, has been a director of WSFS Financial Corporation since March 2019. His current term expires at the 2024 Annual Meeting of Stockholders. Having served on the board of directors for a total of 20 public and private corporation, Mr. Donahue provides our Board of Directors with significant risk management and public company oversight experience, technology strategy and information systems experience, and experience in mergers and acquisitions at a local and national level. Experience: • Donahue Consulting, Inc. (2015 to present) • Advisor to NewSpring Capital (2015 to present) • Trustee and then director of Beneficial (2015 to 2019) • Group Executive Vice President and Chief Operating Officer of KPMG Consulting, Inc. following its spin-off led by Mr. Donahue (February 2000 to February 2005) • Managing Partner, Consulting of KPMG Consulting, Inc. (1991 to 2000) Board Service and Memberships: • Member of the Provost’s Board of Villanova University and endowed the Donahue Family Analytics Program at the Villanova School of Business. • Independent director of Gluware (February 2021-present) • Independent director of SiteSpect (2015- present) • Former independent director of Mobiquity (2014-2020) • Former member of the Board of Directors of KPMG LLP (US), KPMG Consulting KK (Japan) and Chairman of the Supervisory Board of KPMG Consulting AG (Germany, Austria and Switzerland) Education: • Bachelor’s degrees in economics and history from the University of Pennsylvania • International Management Program at the Wharton School of Business

	Nancy J. Foster Age: 60 Director since: 2020

Committees: Audit Committee Wealth Fiduciary Audit Committee Executive and Risk Committee




Nancy J. Foster, 60, has been a director of WSFS Financial Corporation since November 2020. Her current term expires at the 2023 Annual Meeting of Stockholders. Ms. Foster brings an extensive knowledge of commercial banking, risk management, commercial lending and business transformation. Experience: • President and Chief Executive Officer of The Risk Management Association (RMA), where she works with the board, chapters, regulators and institutional members to advance sound risk management practices among financial institutions (December 2017 to present) • Executive Vice President, Chief Risk Officer and Head of Personal Financial Services at Park Sterling Bank (November 2010 to November 2017) • Chief Risk Officer of CIT Group, Inc. (2007 to 2010) • Group Senior Vice President and several roles in middle market lending and credit risk management at LaSalle Bank Corporation (1983 to 2006) Education: • Bachelor’s degrees in finance and economics from Illinois State University • Master’s degree in business administration in finance and strategy from the University of Chicago Booth School of Business

	Eleuthère I. du Pont Age: 55 Director since: 2013

Committees: Corporate Governance & Nominating Committee Personnel & Compensation Committee Audit Committee Wealth Fiduciary Audit Committee Wealth Management Fiduciary Committee


Eleuthère I. du Pont, 55, has been a director of WSFS Financial Corporation since 2013. His current term expires at the 2023 Annual Meeting of Stockholders. He served as our Lead Independent Director from 2016 to 2021. Mr. du Pont brings significant expertise in corporate governance, accounting, finance, operations, retail, information technology and investment management to our Board of Directors. Experience: • President of the Longwood Foundation, a private foundation principally supporting charitable organizations (2008 to present) • Senior Vice President, Operations and Chief Financial Officer of drugstore.com (2007 to 2008) Board Service and Memberships: • Director of E.I. du Pont de Nemours and Company (serving as an ex-officio member of the Board during the merger of equals with Dow) Education: • Bachelor of Science degree in Mechanical Engineering • Master’s degree in Business Administration from Stanford University

	Francis J. Leto Age: 62 Director since: 2022

Committees: Executive and Risk Committee Wealth Management Fiduciary Committee




Francis J. Leto,62, has been a director of WSFS Financial Corporation since 2022 when he was appointed to our Board of Directors pursuant to the Merger Agreement. His current term expires at the 2023 Annual Meeting of Stockholders. Mr. Leto's deep and comprehensive knowledge of the entire Bryn Mawr organization and its operations, background as a lawyer, many years of experience in real estate, corporate and business development, along with his service to several local foundations and non-profits brings significant value to our Board of Directors. Experience: • Chief Executive Officer of Bryn Mawr and Bryn Mawr Trust (January 2015 to January 2022) • President of Bryn Mawr (May 2014 to January 2022) • President of Bryn Mawr Trust (May 2014 to December 2017) • Chief Operating Officer of Bryn Mawr (May 2014 to December 2014) • Executive Vice President and head of Bryn Mawr Trust’s Wealth Management Division from (2009 to 2014) • General Counsel of Bryn Mawr Bank (2012 to 2014) Board Service and Memberships: • Former director of Bryn Mawr and Bryn Mawr Trust • Former Chairman and Trustee of Bryn Mawr Trust’s proprietary mutual fund, BMT Investment Funds, an SEC-registered investment company Education: • Bachelor of arts in political science from St. Joseph’s University • Juris doctorate from the Delaware Law School at Widener University

	Lynn B. McKee Age: 66 Director since: 2022

Committees: Personnel & Compensation Committee




Lynn B. McKee, 66, has been a director of WSFS Financial Corporation since 2022 when she was appointed to our Board of Directors pursuant to the Merger Agreement. Her current term expires at the 2024 Annual Meeting of Stockholders. Ms. McKee brings to our Board of Directors extensive corporate level and day-to-day experience in employment, compensation and benefits matters at the regional, national and international levels. Experience: • Executive Vice President, Human Resources for ARAMARK (NYSE: ARMK), a global leader in food, facilities and uniform services (2004 to present), with Board level responsibilities for all human resources issues at ARAMARK, including compensation, benefits, talent management and labor and employee relations, and is the point person for all matters related to ARAMARK’s Executive Leadership Team. • Several key positions for ARAMARK (1980 to 2004), including Director of Employee Relations, Vice President Executive Development, and Compensation and Senior Vice President Human Resources, ARAMARK Global Food, Hospitality and Facility Services. Board Service and Memberships: • Former director of Bryn Mawr and Bryn Mawr Trust • St. Joseph's University Board of Trustees (2007 to 2016) Education: • Bachelors’ degree in accounting from St. Joseph’s University •Master of Business Administration from Drexel University

	David G. Turner Age: 57 Director since: 2013

Committees: Corporate Governance & Nominating Committee Personnel & Compensation Committee Audit Committee Wealth Fiduciary Audit Committee Delivery Transformation Subcommittee


David G. Turner, 57, has been a director of WSFS Financial Corporation since 2013. His current term expires at the 2023 Annual Meeting of Stockholders. Mr. Turner brings significant expertise in banking and financial markets with experience in the areas of P&L management, product development, marketing, sales, analytics, technology, channels and customer experience. Experience: • Managing Partner for Financial Services for all Consulting in North America for IBM (June 2019 to present) • Vice President & Partner, Service Line Leader for North America Global Business Services for IBM (August 2013 to June 2019) • Former Global Industry Leader, Financial Services Big Data, Analytics and Cognitive Industry Platforms in the Global Services Division for IBM (August 2010 to May 2013) • Founder of Sovereign Partners Consulting, LLC working with key major banking clients worldwide focusing on strategy and IT consulting (2009 to 2010) Board Service and Memberships: • Distinguished Industry Leader - Banking/Financial Markets - IBM’s Industry Academy • Former Chairman of the Board of Trustees of Delaware State University • Former Director of the US Chamber of Commerce Education: • Bachelor of Science in Computer Science/Mathematics from Delaware State University • Master of Sciences in MIS from Fairleigh Dickenson University • Dartmouth-Amos Tuck Executive MBA Education Program

Audit Committee		Corporate Governance and Nominating Committee

MEMBERS:
Chair: David G. Turner		Chair: Jennifer W. Davis
Members: Michael J. Donahue, Vice Chair Anat Bird Jennifer W. Davis Eleuthère I. du Pont Nancy J. Foster Christopher T. Gheysens		Members: Karen D. Buchholz, Vice Chair Francis B. Brake Eleuthère I. du Pont David G. Turner
KEY RESPONSIBILITIES:
• Assisting our Board of Directors in overseeing our internal control over financial reporting, disclosure controls and procedures, and other internal controls; • Overseeing the Company’s internal audit and loan review function and its independent registered public accounting firm; • Reviewing the Company’s earnings and financial statements; • Establishing procedures for treatment of confidential, anonymous complaints; • Reviewing the selection of the Company’s lead external audit partner pursuant to the rotation policy (five years); and • Approving and recommending the selection of the independent registered public accounting firm.		• Supervising the adoption of corporate governance guidelines and policies applicable to the Company; • Recommending qualified nominees for election to our Board of Directors and its committees; • Reviewing Board compensation; • Overseeing the evaluation of our Board of Directors and management; • Managing Board succession and assisting our Board of Directors with CEO succession; and • Reviewing and providing oversight over all related party transactions to ensure that no conflict of interests exists.

MEMBERSHIP:
Each member of the Audit Committee is “independent” as defined in the listing standards of Nasdaq and also meets the independence criteria set forth in Rule 10A-3 under the Exchange Act. Christopher T. Gheysens meets the SEC’s definition of “audit committee financial expert” for the Audit Committee. For bank regulatory purposes, David G. Turner is also considered a banking and financial expert.		Each member of the Corporate Governance and Nominating Committee is “independent” as defined in the listing standards of Nasdaq.
MEETINGS:
The committee held 7 meetings and met regularly in executive sessions during 2021.		The committee held 4 meetings and met regularly in executive sessions during 2021.

Executive and Risk Committee		Personnel and Compensation Committee

MEMBERS:
Chair: Rodger Levenson		Chair: Francis B. Brake
Members: Mark A. Turner, Vice Chair Christopher T. Gheysens Jennifer W. Davis Michael J. Donahue Nancy J. Foster Frank J. Leto		Members: Christopher T. Gheysens, Vice Chair Karen D. Buchholz Eleuthère I. duPont David G. Turner Lynn B. McKee
KEY RESPONSIBILITIES:
• Overseeing the operation of the Company’s Enterprise Risk Management (“ERM”) framework and Company’s risk appetite statement and the alignment of the Company’s risk appetite with the Company’s strategic, capital and financial plans; • Approving and recommending the ERM framework and the risk appetite statement to our Board of Directors for approval; • Reviewing reports on selected risk topics, including emerging risks and cybersecurity; • Reviewing and discussing with management significant regulatory reports and reported risk management deficiencies of the Company and remediation plans related to risk management; • Reviewing routine items needing the approval of our Board of Directors (such as large lending relationships) summary credit quality reports, and to review and approve for submission to our Board of Directors for its approval of the Company’s key risk policies; and • Reviewing and approving all insider loans or lending relationships in accordance with the Company’s written policy.		• Providing oversight and guidance with respect to personnel and compensation policies and practices; • Enabling the Company to create and maintain competitive programs; • Ensuring that personnel and compensation policies support the Company’s strategic mission and comply with all applicable legal and regulatory requirements; • Overseeing the executive compensation programs and management’s implementation of compensation programs; • Reviewing and approving an annual report on executive compensation and Associate incentive compensation plans prepared by our risk officers; • Reviewing and making recommendations to our Board of Directors with respect to the CEO’s compensation without the CEO’s presence; • Looking to the Company’s overall strategy and the results on the most recent “Say on Pay;” • Reviewing the Executive Compensation Discussion and Analysis (“CD&A”) the compensation risk assessment and the Compensation Committee report and recommending to our Board of Directors their approval and inclusion in this proxy.

MEMBERSHIP:
A majority of the members of the Executive and Risk Committee are "independent" as defined by the listing standards of Nasdaq. In addition, Ms. Foster and Mssrs. Leto, Levenson and Turner have risk management expertise and experience.		Each member of our Personnel and Compensation Committee is “independent” as defined by the listing standards of Nasdaq. In addition, the members of the Personnel and Compensation Committee each qualify as independent under Rule 10C-1 under the Exchange Act.
MEETINGS:
The committee held 27 meetings and met regularly in executive sessions during 2021.		The committee held 8 meetings and met regularly in executive sessions during 2021.

Gender Identity		Female		Male		Non-Binary		Did Not Disclose Gender
Gender Identity		5		8

Demographic Background	Female	Male	Non-Binary	Did Not Disclose Gender
African American or Black		1
Alaskan Native or Native American
Asian
Hispanic or Latinx		1
Native Hawaiian or Pacific Islander
White	5	6
Two or More Races or Ethnicities
LGBTQ+
Did Not Disclose Demographic Background

		$	88,333	⁽⁴⁾
Board Retainer⁽¹⁾


Lead Independent Director Fee		$	20,000

Committee Chair Fees⁽¹⁾⁽²⁾	Audit/Wealth Management Fiduciary Audit Committee Chair	$	12,500
	Corporate Development Committee Chair	$	5,500
	Corporate Governance & Nominating Committee Chair	$	8,000
	Delivery Transformation Subcommittee Chair	$	7,500
	Personnel and Compensation Committee Chair	$	10,000
	Wealth Management Fiduciary Committee Chair	$	8,000

Committee Fees and Special Meeting Fees⁽¹⁾⁽³⁾	Audit/Wealth Management Fiduciary Audit Committee	$	13,250	⁽⁵⁾
	Corporate Development Committee	$	5,000
	Corporate Governance and Nominating Committee	$	5,000
	Executive and Risk Committee	$	20,000
	Delivery Transformation Subcommittee	$	9,000
	Personnel and Compensation Committee	$	5,000
	Wealth Management Fiduciary Committee	$	5,000

Directors	Fees Earned or Paid in Cash		Stock Awards⁽¹⁾		All Other Compensation		Non-Qualified Deferred Compensation		Total
Anat Bird⁽²⁾	$	85,583	$	35,000	$	—	$	—	$	120,583
Francis B. Brake		94,833		35,000		—		—		129,833
Karen Dougherty Buchholz		73,333		35,000		—		—		108,333
Jennifer W. Davis⁽²⁾		119,583		35,000		—		—		154,583
Michael J. Donahue		96,583		35,000		—		—		131,583
Eleuthère I. du Pont		89,583		35,000		—		—		124,583
Nancy J. Foster⁽³⁾		86,583		35,000		—		—		121,583
Christopher T. Gheysens		105,583		35,000		—		—		140,583
Marvin N. Schoenhals⁽⁴⁾		—		—		—		—		—
David G. Turner		98,083		35,000		—		—		133,083
Mark Turner		87,333		35,000		—		—		122,333

~~Please send questions to:~~	~~WSFS Financial Corporation~~
	~~Investor Relations~~
	~~WSFS Bank Center~~
	~~500 Delaware Avenue~~
	~~Wilmington, Delaware 19801~~

~~or:~~	~~stockholderrelations@wsfsbank.com~~

	*	It is expected that Ms. Davis and Ms. Kruzinski will be designated as Section 16 officers later in the year. Effective March 28, 2022, Michael P. Reed will help transition Ms. Davis into the Chief Risk Officer role as he departs on April 30, 2022.

		~~Anat Bird~~~~, 66, has been a director of WSFS Financial Corporation since 2010. Ms. Bird is President~~EVP and Chief ~~Executive~~Wealth Officer of SCB Forums, LTD, which she founded in 1994. Her banking background includes being President and CEO of California Community Bancshares; Executive Vice President of Wells Fargo Bank; Group Head and Executive Vice President of Norwest Bank; Senior Executive Vice President, Chief Operating Officer and Board Member of Roosevelt Financial Group; and Managing Director in charge of Strategic Planning, Product Development and Management, the Balance Sheet Advisory Group of Marine Midland Bank. She also founded the Financial Institutions Consulting Group at BDO Seidman. Ms. Bird has taught Financial Markets and Institutions at the University of California at Davis and MBA courses at Temple University. She has spoken at over 400 national and regional forums in banking and other industries. In addition to her contribution as a columnist for the American Banker, she contributes articles to other leading industry publications. She serves on the board of directors for MidFirst Bank in Oklahoma City, Oklahoma. She also has served on the Boards of Sterling Bank (2002-2011), Sun Bancorp, Inc. (2008-2009), First Indiana Bank (2002-2007) and AmTrust Bank (2008-2009). Ms. Bird received a BA in International Relations and an MA in International Relations and Psychology from Hebrew University in Jerusalem. She also received an MBA in Finance from American University and a Diploma in Corporate Strategic Planning from the University of Pennsylvania’s Wharton School of Business. Ms. Bird brings a broad range of banking experience as well as strategic planning, financial and executive management experience to the Board of Directors.


Named Executive Officers	Rodger Levenson: Chairman, President and CEO	Dominic C. Canuso: Executive Vice President and CFO

Steve Clark: Executive Vice President and Chief Commercial Banking Officer	Peggy H. Eddens**: Executive Vice President and Chief Customer Officer	Michael P. Reed*: Executive Vice President and Chief Risk Officer

	December 31, 2016 through December 31, 2021 Cumulative Total Return
	2016		2017		2018		2019		2020		2021
WSFS Financial Corporation	$	100	$	104	$	83	$	97	$	101	$	114
Dow Jones Total Market Index		100		126		124		155		170		206
Nasdaq Bank Index		100		105		88		110		102		145
KBW Nasdaq Regional Bank Index		100		102		84		104		95		130