WSFS DEF 14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )


☒	Filed by the Registrant	☐	Filed by a Party other than the Registrant

Check the appropriate box:
☐	Preliminary Proxy Statement
☐	CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Under Rule 14a-12

WSFS FINANCIAL CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)


Payment of Filing Fee (Check the appropriate box):
☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Notice of 2025 Annual Meeting of Stockholders

You are cordially invited to attend the WSFS Financial Corporation (the Company, WSFS, our or we) 2025 Annual Meeting of Stockholders (the Annual Meeting), to be held virtually:

WHEN

4:00 P.M. ET

May 15, 2025

LIVE WEBCAST

Register at https://web.viewproxy.com/wsfs/2025 and click the link provided and the password you received in your registration confirmation.

RECORD DATE

You may vote if you were a stockholder of record at the close of business on March 21, 2025 (the “Record Date”).

Items of Business

PROPOSAL 1 Election of Directors. To elect four director nominees to our Board of Directors to serve for a three-year term.

PROPOSAL 2 Advisory Vote on Executive Compensation. To approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers (“NEOs”).

PROPOSAL 3 Ratification of the Appointment of the Independent Registered Public Accounting Firm. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

Other Business: To consider and act upon such other business and matters or proposals as may properly come before the Annual Meeting or any adjournments or postponements thereof. As of the date of this notice, our Board of Directors knows of no other matters that may be brought before stockholders at the Annual Meeting.

Your Vote is Important

We encourage all stockholders to vote your shares in advance of the Annual Meeting using one of the voting methods described in the proxy materials, which you can access at https://web.viewproxy.com/wsfs/2025. In order to attend the Annual Meeting, you must register at https://web.viewproxy.com/
wsfs/2025 by 11:59 P.M. ET on May 12, 2025. On the day of the Annual Meeting, if you have properly registered, you may enter the meeting by clicking on the link provided and the password you received via email in your registration confirmation. You will be able to listen to the Annual Meeting live, submit questions and vote. Further instructions on how to attend and vote at the Annual Meeting are contained in the section titled “Meeting and Other Information.”

Sincerely,

Rodger Levenson

Chairman, President, and Chief Executive Officer

Whether or not you plan to attend the Annual Meeting, please vote as soon as possible to make
sure that your shares are represented at the Annual Meeting.

WSFS Bank 2025 Proxy Statement		i

How to Cast Your Vote

Your shares cannot be counted unless you vote by any of these methods:

	BY INTERNET Visit www.aalvote.com/WSFS.


	BY TELEPHONE Call toll-free to 1 (866) 804-9616.


	BY MAIL Complete, sign and date the proxy card and mail it in the enclosed postage-paid envelope. Proxy cards submitted by mail must be received by May 14, 2025.

Beneficial Owners

If your shares are held in “street name”, you should check with your bank, broker or other agent and follow the voting procedures required by your bank, broker or other agent to vote your shares.

Each stockholder who attends the Annual Meeting virtually will need the control number that appears on the materials sent to you.

Notice of Internet Availability of Proxy Materials

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

The Notice of Internet Availability provides instructions either for accessing our proxy materials, including the Proxy Statement, the 2024 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2024, and the ESG Report (the “Proxy Materials”), at the website address referred to in the Notice of Internet Availability, or for requesting printed copies of the proxy materials by mail or electronically by email.

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

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

As a stockholder of record on the Record Date, you are invited to attend the Annual Meeting virtually and are entitled to, and requested to, vote on the proposals described in this Proxy Statement.

WSFS Bank 2025 Proxy Statement		ii

Table of Contents

Notice of 2025 Annual Meeting of Stockholders	i
FORWARD-LOOKING STATEMENTS	iv
PROXY STATEMENT SUMMARY	1
Proposal 1: Election of Directors	10
CORPORATE GOVERNANCE	10
Our Director Nomination and Selection Process	17
Board Structure and Roles	18
Committees	19
Audit Committee	20
Governance and Nominating Committee	20
Executive Committee	21
Leadership and Compensation Committee	21
Risk Committee	22
Wealth Management Fiduciary Audit Committee	22
Wealth Management Fiduciary Committee	23
Committee Charters	23
Board Policies	24
Compensation of our Board of Directors	27
Proposal 2: Advisory Vote on Executive Compensation	29
EXECUTIVE COMPENSATION	29
ABOUT OUR EXECUTIVE COMPENSATION PROGRAM	29
ABOUT YOUR VOTE	29
Executive Leadership Team	30
Executive Compensation Discussion and Analysis	32

Executive Compensation Philosophy	33
How Executive Compensation Decisions Are Made	34
2024 Executive Compensation Summary	39
Benefits	44
Employment Agreements	44
Executive Compensation Policies	45
Summary Compensation Table	47
Grants of Plan-Based Awards	48
Outstanding Equity Awards Value at Fiscal Year-End	49
Option Exercises and Stock Vested During 2024	50
Potential Payments upon Termination or Change in Control	50
CEO Pay Ratio	52
PAY VERSUS PERFORMANCE	53
Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm	57
TRANSACTIONS WITH RELATED PARTIES	59
DELINQUENT SECTION 16(a) REPORTS	59
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	60
MEETING AND OTHER INFORMATION	61
COMPANY DOCUMENTS AND OTHER MATTERS	66
APPENDIX A—NON-GAAP RECONCILIATIONS	67

WSFS Bank 2025 Proxy Statement		iii

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 the risk factors in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 (“Annual Report”) and in our subsequent quarterly 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 quarterly 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 2025 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 15, 2025 at 4:00 p.m. ET, and at any adjournment thereof, for the purposes set forth in the accompanying notice. The proxy materials are first being made available to stockholders on or about April 2, 2025.

Our Annual Meeting will be held in a virtual meeting format which you can only access by registering at https://web.viewproxy.com/wsfs/2025.

On the day of the Annual Meeting, if you have properly registered, you may enter the meeting by clicking on the link provided and the password you received via email in your registration confirmations.

Please refer to our “Notice of 2025 Annual Meeting of Stockholders” and the “Meeting and Other Information” section of this Proxy Statement for more information about how to participate 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 summary provides an overview of the items contained in this Proxy Statement. We encourage you to read the entire Proxy Statement for additional information prior to voting your shares.

Proposals and Voting Recommendations

Our stockholders are being asked to vote on the following proposals.

	Proposals	Vote Required	Board Recommendation	Page
1	Election of Directors	A plurality of the votes cast	FOR	10
2	Advisory vote on Executive Compensation	A majority of the shares present in person by participation at the Annual Meeting or represented by proxy and entitled to vote	FOR	29
3	Ratification of the Appointment of the Independent Registered Public Accounting Firm	A majority of the shares present in person by participation at the Annual Meeting or represented by proxy and entitled to vote	FOR	57

WSFS Bank 2025 Proxy Statement		1

2024 Business Performance Highlights

$4.41	1.27%	32.5%	$263.7M	17.91%

EPS (diluted)	ROA	Fee Revenue %	Net Income⁽¹⁾	ROTCE⁽²⁾

WSFS delivered strong results in 2024, including substantial performance in our fee-based businesses, solid loan and deposit growth, prudent asset quality management, and continued optimization of recent franchise investments. This drove robust performance across key financial metrics including earnings per share (“EPS”), return on average assets (“ROA”), Fee Revenue %, Net Income, and return on average tangible common equity (“ROTCE”), and positions WSFS for continued, sustainable growth.

We are particularly pleased with the increase in fee revenue %, which rose over 400 bps, showcasing the strength and diversification of our revenue streams. Our net income benefited from continued growth in loans and deposits as well as our ability to proactively manage deposit pricing strategies to drive a strong net interest margin of 3.82%.

Notably, WSFS returned $131.2 million of capital to stockholders while still being able to grow our strong and prudent capital ratios.

Throughout a period of economic uncertainty, WSFS remained a pillar of stability for our investors, Clients, and the Communities we serve. We are confident that our strategic focus and strong financial foundation will drive continued success and create significant value for all stakeholders in the years ahead.

As we embark on our 2025-2027 Strategic Plan, WSFS is energized and strategically focused on driving franchise growth and seizing share within our markets. Based on our unique market position, strong capital ratios, and a diversified business model, we believe WSFS will be poised to leverage these strengths and deliver exceptional value and build on our momentum in the year ahead.

Net Interest Income (“NIM”): Our NIM of 3.82% decreased 29bps compared to the prior year, reflecting continued mix shift and growth in higher-priced deposits and was partially offset by higher loan volumes and yields. While average loan yields were higher year-over-year for 2024, loan yields and deposit costs ended the year below the full-year average due to interest rate cuts in the second half of the year.

Fee Revenue: Fee revenue increased 18% compared to last year to $340.9 million, primarily driven by Cash Connect^® from higher ATM bailment revenue and growth in smart safes as well as record revenue from our Wealth Management segment. Fee revenue % was 32.5% in 2024, reflecting the strength and diversification of our fee-based businesses.

Noninterest Expense: Our full-year efficiency ratio of 60.9% reflects significant investments in talent and technology as well as our high-touch Customer and Client service business model.

Customer Deposits: Deposits grew 4%, compared to 2023, primarily driven by the Consumer and Commercial businesses. Noninterest deposits comprised 29% of customer deposits, reflecting the strength of our deposit base. Customer deposits remain well diversified with 51% coming from Commercial, Small Business, and Wealth and Trust.

Net Loans and Leases: Loans grew 3% with mid-single digit growth in commercial and industrial, and commercial mortgage. Our net loan-to-deposit ratio of 77% continues to provide sample balance sheet flexibility and capacity to fund new loan growth.

Asset Quality: Overall asset quality remains stable as the cycle continues to normalize from historical lows. Our ACL coverage was a strong 1.62%⁽²⁾ when including our estimated remaining credit marks on the acquired loan portfolio. Net charge-offs were 40bps of average loans and 27bps when excluding the Upstart portfolio. At the end of the year, delinquencies were 92bps of loans and nonperforming assets were 61bps of total assets.

Capital Management: Remains substantially in excess of “well-capitalized” benchmarks across all measures of regulatory capital, with a common equity tier 1 capital ratio of 13.88%. WSFS returned 50% of reported earnings to stockholders.

SEC Form DEF 14A filed by WSFS Financial Corporation