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The responsibilities of the Lead Director include:

·Providing input to the CEO and Chair on preparation of agendas for Board of Directors and committee meetings;

·Ensuring independent directors have adequate opportunity to meet to discuss issues without management present and provide feedback to management;

·Chairing Board of Directors meetings when the Chairman is not in attendance;

·Exercising authority to call meetings of the independent directors; and

·Being available, as requested, for consultation and communication with major stockholders.

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

·Ensuring the Board of Directors works as a cohesive team;

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

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

·Ensuring that new members of the Board of Directors receive adequate orientation about their roles and responsibilities, our organization, business and industry;

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

·Ensuring members of the Board of Directors receive continuing education both from within our organization and from outside sources;

·Encouraging the Board of Directors to refer new business opportunities to the Bank;

·Helping to resolve conflicts;

·Reviewing Board minutes for accuracy;

·Conducting or overseeing Board self-evaluations;

·Regularly assessing the effectiveness of the Board and its committees;

·Ensuring delegated committee functions are carried out and reported to the Board, e.g. CEO performance assessment, CEO and Board succession planning and strategic planning;

·Ensuring some rotation on Board committee assignments, especially Chairs; and

·Ensuring that appropriate committee members have input to the proxy statement relating to their committees.

Mark A. Turner has been our President and Chief Executive Officer since 2007.

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;

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

Executive Sessions

Our independent directors meet regularly in executive session.  At each meeting of the Board of Directors and its committees in 2014, directors had the opportunity to meet without management present.  Typically, the Lead Director (or if absent, another independent director) presides over executive sessions.  At least twice each year, these executive sessions include only independent directors.

Our Director Nomination and Selection Process

We believe it is important to have a strong, independent Board of 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 Board of Directors believes directors should be knowledgeable about the business activities and market areas in which we and our subsidiaries engage.  A candidate’s breadth of knowledge and experience should also enable that person to make a meaningful contribution to the governance of a complex, multi-billion dollar financial institution.

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The Board is responsible for working with management to establish the strategic priorities of the company.  Within the current strategic priorities the board 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.

Stockholder Nominations and Stockholder Proposals

To be considered in the Corporate Governance and Nominating Committee’s selection of Board of Director nominees for 2016, recommendations or other proposals requested by stockholders must be received by us in writing no earlier than _________, 2015 and no later than _________, 2015.  Our Bylaws set forth the requirements for such submissions.  Our Amended and Restated By-Laws of WSFS Financial Corporation were published in a Form 8-K filing with the Securities and Exchange Commission on November 21, 2014.

Stock Ownership and Retention Guidelines

Our By-Laws 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 4,000 shares of vested common stock.  Members of the Board of Directors have until the later of June 2015, or five years after assuming his or her position, to accumulate the minimum ownership amount.  In addition, the Board of Directors established a guideline for executive management such that the CEO should own 35,000 shares of vested common stock and all Executive Vice Presidents own 10,000 shares of vested common stock, each to be accumulated within five years of assuming his or her position.

Succession Planning

The Personnel and Compensation Committee of the Board of Directors (the “Personnel and Compensation Committee” or the “Committee”), as well as the entire Board of Directors annually reviews, evaluates and provides governance comments and advice for our Executive Management (including CEO) talent and leadership development and succession planning program.

Attendance at Board of Director and Committee Meetings, Annual Meeting

During the year ended December 31, 2014, the Board of Directors held six meetings.  None of the directors attended less 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.  All directors are required 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.

Transactions with Our Insiders

In the ordinary course of its business, as a bank, 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 transactionsloans with other persons.persons not related to WSFS Bank.  These loans do not involve more than the normal risk of collectibilitycollectability or present other unfavorable features to WSFS Bank.

We carefully evaluateBoard 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

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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 ERM function was created to assist management by establishing a unified and strategic approach to identifying 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;

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

·Monitor risk metrics 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 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 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 inadequacies and reportable conditions 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 Committee have the expertise required by regulation;

·Ensure that the 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, annually.

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

The Personnel and Compensation Committee oversees the executive compensation programs, and reviews and approves an annual report on executive compensation and Associate incentive compensation plans prepared by our risk officers.  The purpose of the review is to: (1) determine that senior executive officer compensation plans do not encourage those executive officers to take actions that pose an unnecessary and excessive risk that would threaten our value, and (2) determine that Associate incentive compensation plans do not unnecessarily expose us to risks or encourage the manipulation of reported earnings to enhance the compensation of Associates.  The Personnel and Compensation Committee is also responsible for overseeing management’s implementation of compensation programs that comply with applicable regulatory guidance and requirements.  During 2014, the Personnel and Compensation Committee reviewed these reports prepared by our risk officers and determined that our compensation plans and practices do not create risks that are reasonably likely to have a material adverse effect on us.

Board of Directors Committees

There are six primary committees of the Board of Directors: the Executive Committee, the Corporate Governance and Nominating Committee, the Audit Committee, the Personnel and Compensation Committee, the Trust Committee and the Corporate Development Committee.

The following chart shows the current committee membership and the number of meetings each committee held in 2014.

C= Chair

(1)Mr. Brake was a newly-elected director in 2014 and had not yet been appointed to committees.

(2)The Trust Committee is a committee of the Bank.

Executive Committee

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

Another important role of the Executive Committee is to review and approve transactions with insiders.  Under our written policy, the Executive Committee reviews and approves all insider loans or lending relationships.  Any loan

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granted to an insider in excess of $500,000 requires pre-approval by the Board of Directors, with the interested party (if a director) abstaining from participating directly or indirectly in the voting.  All loans granted to insiders, regardless of the amount, are reported to the Board of Directors.

Corporate Governance and Nominating Committee

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

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

·Periodically review and reassess the adequacy of corporate governance of the Company, review and consider “best governance practices,” to incorporate into its “Principles of Corporate Governance,” and recommend any circumstances,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;

·Authority to retain and terminate any search firm to be used to identify director candidates. The Committee also has authority to obtain advice and assistance from internal or external legal, accounting or other advisors;

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

·Recommend to the Board a slate of director nominees to be presented at the next annual meeting of stockholders;

·Recommend to the board, director nominees to fill vacancies on the Board;

·Oversee the election of committee chairs;

·In conjunction with committee chairs, recommend to the Board director assignments to Board committees;

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

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

·Make regular reports to the Board; and

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

Audit Committee

Each member of the Audit Committee is “independent” as defined in the listing standards of the Nasdaq Stock Market and also meets the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended.  Jennifer W. Davis meets the definition of financial expert for the Audit Committee.  For bank regulatory purposes, Anat Bird is also considered a banking and financial expert.  A copy of the Audit Committee Charter can be found on the investor relations page of our website www.wsfsbank.com (select “Investor Relations” on the menu found under “About WSFS” and click on “Corporate Governance”).

The Audit Committee does the following:

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

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

·Meets quarterly with the head of the Internal Loan Review Department to review assessments of loan risk ratings and credit administration, as well as the head of the Internal Audit Department and representatives of the

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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;

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

·Reviews reports of significant litigation matters;

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

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

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

The members of our Audit Committee also serve as members of the Trust Audit Committee which provides oversight of the financial accounting and internal control aspects of our Trust and Wealth management initiatives. The Trust Audit Committee met four times during 2014.

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 do not exceed 5% of the annual audit fee amount.  For any additional audit or audit-related services to be provided by the independent registered public accounting firm that were not pre-approved in accordance with this procedure, and for which the fees are expected to not exceed 10% of the annual audit fee, the Chair of the Audit Committee can provide pre-approval of the services.  For any additional services where the fees are expected to exceed 10% of the annual audit fee, the pre-approval of the entire Audit Committee is required.  In addition, a retainer for tax consulting services is pre-approved by the Audit Committee.  Any tax consulting services exceeding the retainer amount are approved in accordance with the above procedure.  All fees paid to the independent registered public accounting firm are reported to the Audit Committee in a timely manner.

In connection with the audit of the 2014 financial statements, we entered into engagement letters with KPMG LLP that set the terms by which KPMG performed services for us.  Those agreements are subject to alternative dispute resolution procedures.

All of the services listed below for 2014 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 2014 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, 2014 and 2013 were $997,000 and $987,900 respectively.

Audit Related Fees.  The aggregate fees earned by KPMG LLP for audits of the subsidiaries’ financial statements, due diligence activities on proposed transactions, or relationshipsand research and consultation on financial accounting and reporting matters for the years ended December 31, 2014 and 2013 were $25,000 and $55,000, 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, 2014 and 2013 were $56,475 and $58,277, 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, 2014 and 2013.

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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, 2014;

·Discussed with the Company’s independent registered public accounting firm the matters required to be discussed under relevant guidance of the Public Company Accounting Oversight Board (PCAOB), including Auditing Standard No.16 – Communications with Audit Committees; and

·Received the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm their independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that we feel could have an impactthe audited consolidated financial statements be included in our Annual Report on whetherForm 10-K for the fiscal year ended December 31, 2014.

The Audit Committee comprised of Anat Bird, Jennifer W. Davis, David G. Turner and Calvert A. Morgan, Jr., has provided this report.

Personnel and Compensation Committee

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”).

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.

Under its charter, the Personnel and Compensation Committee has the authority to:

·Approve performance evaluations, salary adjustments, bonuses, stock options, perquisites for any officer other than the CEO and President.  In evaluating and determining CEO compensation, the Committee shall 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 incentive plan design, including criteria, formula computation and calculation of award amounts, such as cash payouts, restricted stock and stock option awards for all officers other than the CEO and President. In reviewing making recommendations regarding or approving incentive compensation plans and equity-based plans, including whether to adopt, amend or terminate any such plans, the Committee shall consider the results of the most recent advisory Say on Pay Vote;

·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 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; and

·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.

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The Personnel and Compensation Committee approves and must recommend to the Board of Directors are independentfor final approval:

·Policies and charter, including but not limited to Equal Employment Opportunity and Affirmative Action, Severance and Change of us or our subsidiaries, including WSFS Bank,Control, the Management Compensation Policy, the Business (Luxury) Expenditures Policy, the Personnel and are able to conduct their dutiesCompensation Charter;

·Board of Directors and responsibilitiesmanagement stock ownership and guidelines;

·Compensation Discussion and Analysis (CD&A), compensation risk assessment and Compensation Committee report portions of the proxy statement;

·Any compensation action for the CEO and President (such as directors without any personal interests that would interfere or conflict with those dutiessalary increases, bonuses, stock grants and responsibilities.perquisites); and

AllCompensation Committee Internal Interlocks and Insider Participation

No member of our directors other than Mr. Schoenhals, Mr. TurnerPersonnel and Mr. Morgan are independent. Mr. Schoenhals and Mr. Turner are AssociatesCompensation Committee is, or formerly was, an officer or Associate of WSFS Financial Corporation and WSFS Bank and are not independent by virtueours.  During 2014, none of not being outside directors. Mr. Morgan is not an independent director because at the time he became a director he was also retained to serve as a Special Advisor. Mr. Morgan has 38 years experience in the banking industry in Delaware and was formerly Chairman, President and CEO of PNC Bank, Delaware. The Board concluded that his background, market knowledge, customer relationships and community involvement could provide significant benefits to us as a consultant, and would be appropriate for him to be retained as a consultant as well as servingour executive officers served on the Board. Information about Mr. Morgan’s compensation in his capacity asPersonnel 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 a Special Advisorbank committee that is comprised of members of the Board of Directors of our 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 62.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 the Bank and its customers; and

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

Section 16(a) Beneficial Ownership Reporting ComplianceCorporate 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.  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 does the following:

·Reviews and provides guidance to management and the Board of Directors with respect to transaction strategies;

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

·Authorizes 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 reported to the entire Board of Directors of  the Company at no later than the next full Board meeting;

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

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·Causes to be conducted, appropriate periodic evaluations of our recently completed transactions, if and as deemed necessary;

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

·Reviews, and changes as deemed necessary, its charter, from time-to-time, but no less than once a year;

Other Corporate Governance Matters

Exclusive Forum Selection Provision

In 2014, the Board of Directors approved a new exclusive forum selection provision. This provision provides that the Court of Chancery or federal court located within the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine.  The Board of Directors took this action in light of the proliferation of litigation in states outside of Delaware to save the Company and its stockholders from the increased expense of defending against duplicative litigation brought in multiple and distant courts, and from the risk of unexpected or inconsistent outcomes, and also to provide for claims involving Delaware law to be decided by Delaware courts.

Delaware is the forum with the strongest nexus to the Company. The Company is a Delaware corporation and has always maintained its headquarters and principal place of business in Delaware. Our primary subsidiary, Wilmington Savings Fund Society, FSB, is the largest independent bank based in Delaware and has been an integral part of the lives of Delawareans since its founding in 1832. A predominance of our management, the majority of our employees, as well as virtually all corporate records relevant to matters to which this Bylaw is applicable, are located in Wilmington, Delaware. This also means that the Company, its subsidiaries and employees pay significant taxes to Delaware and local municipal authorities. Very few public companies, including companies that have adopted similar exclusive forum provisions, have connections to Delaware that are as strong as the Company’s connections.

We pursued discussions with five of our largest institutional investors concerning the exclusive forum selection provision. All were either supportive or neutral on the issue with respect to the Company.

Classified Board Structure

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

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 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 which is less than a majority of total votes cast should promptly offer to resign from the board.   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 potentially would 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 15 years.  We make this claim based upon the total shareholder return performance discussed in the Compensation Discussion and Analysis section of this proxy statement indicating we have outperformed peer metrics and broader

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indices in three, five and ten year horizons.  We are proud of our performance record and believe this record reflects the attention that management and the Board bring to the subject of creating value for its stockholders.

Finally, if there is a need for a stockholder initiated change to the Board of Directors, there is an opportunity to change approximately one-third of the Board of Directors at each election.  If those new directors for some reason cannot make the case clear to the “old board,” then at the next election, stockholders can change another third of the Board of Directors.  That would give a majority of the Board of Directors to new representation.  We think this kind of change, in much less than a two-year period, appropriately balances stockholders’ interests in the ability to send a clear signal of a need for change with the need to understand the continuity of the Company.

Access to and Communication with the Board of Directors

The Board of Directors endeavors to provide ample access and outreach to stockholders through a number of forums.  Stockholders are required to file formsprovided regular updates through press releases and other filings with the Securities and Exchange Commission (the SEC)Commission.  The Board of Directors also solicits dialogue and responds to report changesquestions from stockholders at the annual meeting.  Questions can be asked in their ownership of WSFS Financial Corporation common stock.person or submitted through email at StockHolderRelations@wsfsbank.com.  The forms must be filed with the SEC generally within two business daysChairman of the dateBoard and Vice Chairman and Lead Director provide 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 trade. To our knowledge, the only late filing during 2008 was by Mr. Immesberger who was late in filing his Form 3.Board periodically attends investor conferences and other roadshows to solicit feedback on corporate governance from institutional stockholders.

OwnershipPROPOSAL NUMBER 2:  Amendment of WSFS Financial Corporation Common Stockthe Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 20,000,000 to 65,000,000;

The

Background

Our Amended and Restated Certificate of Incorporation currently authorizes 7,500,000 shares of preferred stock and 20,000,000 shares of common stock.  At the Annual Meeting, we request that stockholders approve and adopt a proposal to amend our Amended and Restated Certificate of Incorporation to increase by 45,000,000 the number of shares of our Common Stock owned by the directors and executive officers as of March 5, 2009, the record date set for the 2009 Annual Meeting of Stockholders, is shown below. The table also shows the amount of their shares as a percentage of all of thecommon stock that we are authorized to issue from 20,000,000 to 65,000,000 shares. We are not proposing to make any changes to our authorized shares of our Common Stock outstanding.preferred stock.

SharesThe Board of Directors of WSFS has determined that these individuals could acquire by exercising stock options are included in the amounts shown. The individuals do not all have the same numberproposed amendment is advisable and unanimously adopted a resolution to amend Article Fourth of grants,our Amended and the different amounts are shown in the table below. Only options that are currently exercisable or that will become exercisable in the next 60 days have been treated as though the options have been exercised and the individual owns those shares.

Our Restated Certificate of Incorporation currently includes several outdated provisions. These provisions are outlined below. We are asking stockholders to approve amendments to the existing Restated Certificate of Incorporation to deleteprovide for an increase in the provisions discussed below. Attached as Appendix A hereto is the current versionnumber of authorized shares of our Restatedcommon stock from 20,000,000 shares to 65,000,000 shares and has directed that the resolution be submitted to a vote of the stockholders.

If the amendment to the Certificate of Incorporation as amended throughto increase the date hereof. We have struck through the provisions that are included in our existing Restated Certificatenumber of Incorporation but which we are proposing to delete.

Under Delaware law, eachauthorized shares of these amendments to our Restated Certificate of Incorporation requires the approval of thecommon stock is approved holders of a majority of our outstanding shares outstanding.

Proposal Number 5:of common stock, the amendment will be effected by filing a Certificate of Amendment towith the Delaware Secretary of State amending and restating Article Fourth ParagraphSection A

We propose of our Amended and Restated Certificate of Incorporation to delete a paragraph in Article Fourth, Paragraph A which readsread as follows:

“ExceptA.The total number of shares of all classes of stock which the Corporation shall have authority to issue is seventy two million five hundred thousand (72,500,000), consisting of:

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

(b)sixty five million (65,000,000) shares of Common Stock, par value one cent ($.01) per share (the Common Stock”).”

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

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Reasons for the Proposed Amendment

Our Amended and Restated Certificate of Incorporation authorizes up to 20,000,000 shares of Common Stock and approximately 9,411,308 shares are presently issued and outstanding. An additional 992,464 shares of Common Stock may become outstanding by virtue of existing or future equity awards under our incentive plan or otherwise pursuant to outstanding equity-based awards and shares remaining to be granted under our plans.   Also approximately an additional 816,200 shares are expected to be issued in connectionconjunction with our proposed acquisition of Alliance Bancorp, Inc. of Pennsylvania (“Alliance”).

The Board of Directors authorized the mergeramendment to our Amended and Restated Certificate of New Federal Savings and Loan Association, FSB with and into Wilmington Savings Fund Society, FSB, noIncorporation to increase the number of authorized shares of capitalour common stock, primarily because of any class or seriesthe Board of Directors authorized and declared a three-for-one stock split in the form of a dividend payable in shares of our common stock, subject to stockholder approval of this proposal. The record date for the stock dividend is  and the distribution date is . The Board of Directors has considered studies, including those published by Keefe Bruyette & Woods, The Ambassador Financial Group and Columbia Management Investment Advisers, LLC concluding that stock splits improve stockholder liquidity and market valuation.  The Board of Directors believes that a stock split also will increase attractiveness of the shares to retail stockholders.  Finally, the Board considered the cost of effecting a stock split and believes the cost to be insignificant in light of the benefits to be obtained.

In addition to increasing the authorized shares to enable a three-for-one stock split, the proposed amendment of our Amended and Restated Certificate of Incorporation will provide us with greater flexibility to issue our common stock for other corporate purposes.  After giving effect to the anticipated three-for-one stock split in the form of a dividend, the remaining increase in the number of authorized shares represents less than a 100% increase over the existing number of outstanding shares of our common stock (including shares issuable upon conversion, exchange, or exercise of other securities) shallthat may be issued directlypursuant to the pending Alliance acquisition and shares that may become outstanding related to our equity plans).  The Board of Directors believes it is in our best interest and those of our stockholders to increase the number of authorized shares of common stock to provide us with flexibility to consider and plan for future general corporate needs, including, but not limited to, capital raising, financing transactions, possible merger and acquisition transactions, or indirectlyother general corporate purposes. The additional authorized shares of our common stock would enable us to officers, directorspursue strategic, financial or controlling personscapital opportunities as they may be presented and to take timely advantage of market conditions as they may arise, without the Corporation other than as partdelay and expense associated with calling and convening a special meeting of a general public offering or as qualifying sharesstockholders to a directors,increase authorized capital, unless their issuance or the plan under which they would be issued has been approved by a vote of the holders of a majority of the total votes eligible to be cast atsuch a meeting of stockholders.”

This provision is notwas otherwise required by Delaware General Corporation Law and is a carryover provision from the regulations of the Office of Thrift Supervision (“OTS”) applicable only to federal savings banks, not to Delaware business corporations, like ours. As this provision may limit our ability to issue stock in certain circumstances without stockholder approval, we are seeking approval to delete it in its entirety.

It is important to note that even with this amendment, we will still be required to obtain stockholder approval of most issuances of stock to our officers and directorslaw or to establish a plan pursuant to which officers or directors may receive option or stock grants. This requirement will remain in place as long as our stock is traded on Nasdaq. Nasdaq rules provide an exception for certain grants in connection with the hiring of officers. In addition, Nasdaq would not require prior approval of private placements of our stock to directors or officers or issuances of stock in connection with acquisitions of companies in which directors or officers may own stock unless an officer or director had a 5% or greater interest in the company being acquired or, collectively, they owned 10% or more of the company being acquired.NASDAQ rules.

The Board of Directors believesand management believe that these opportunities can develop quickly, which would require the Nasdaq rule still provides stockholders withCompany to be in a sayposition to take advantage of them in most issuancesa timely manner. However, except for the contemplated three-for-one stock split and the Alliance acquisition, described above, we have no present understanding, commitment or agreement to issue the additional shares of shares to insiders while providing uscommon stock resulting from the potential flexibility it may needproposed increase in the future.authorized shares.

Impact of Common Stock Split and Increased Authorization

1 Reflects pre-increase ratio to Current Authorized Shares in Current column, post-increase ratio to Proposed New Authorization in After 3 for 1 Split column.

Effect of the Proposed Amendment

If the proposed amendment is approved and adopted by our stockholders, there would be sufficient authorized shares to effect the previously-approved three-for-one stock split in the form of a dividend of shares of common stock, and, after giving effect to such planned stock split, approximately 31 million shares of our common stock would then be authorized and available for future issuance. The additional authorized shares would be available for issuance from time to time by the Board of Directors for any proper general corporate purpose, including those described above.

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

The ability of the Board of Directors to issue additional shares of our common stock may, under certain circumstances, be deemed to have an anti-takeover effect. We could use the additional authorized shares of our common stock to make it more difficult or to discourage efforts to obtain control of us.  However, the amendment to our Amended and Restated Certificate of Incorporation is not being proposed to prevent a change in control nor is

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the amendment in response to any attempt, or contemplated attempt, to acquire control of us or to gain representation on our Board of Directors. As is true for our shares presently authorized but not issued, future issuances of the additional shares of our common stock contemplated by the proposed amendment also could have a dilutive effect on earnings per share, book value per share, voting power and percentage ownership interest of current stockholders.

The Board of Directors intends to use the additional shares of our common stock only for purposes of the pending acquisition of Alliance and effecting the three-for-one stock split in the form of a dividend, each as described above, and otherwise on terms that it deems to be in the best interests of us and our stockholders.

Potential Impact if the Amendment is Not Adopted

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

Required Vote

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

Directors’ Recommendation

The Board of Directors unanimously recommends a vote FOR the amendment of the Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 20,000,000 to 65,000,000.

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

KPMG LLP has served as our independent registered public accounting firm since 1994.  The Board of Directors has appointed KPMG LLP to continue to be our independent registered public accounting firm for the current fiscal year ending December 31, 2015.  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 2015 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, 2015.

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