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. )

WSFS FINANCIAL CORPORATION

(Name of Registrant as Specified In Its Charter)

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

Notice of 2023 Annual Meeting of Stockholders

You are cordially invited to attend the WSFS Financial Corporation (the “Company”, “WSFS,” “our” or “we”) 2023 Annual Meeting of Stockholders (“the Annual Meeting”), to be held virtually:

	WHEN 4:00 P.M. ET May 16, 2023		LIVE WEBCAST Register at http://viewproxy.com/wsfs/2023/htype.asp and click the link provided and the password you received in your registration confirmations		RECORD DATE You may vote if you were a stockholder of record at the close of business on March 22, 2023 (the “Record Date”).

Items of Business
PROPOSAL 1 Election of Directors. To elect three 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 Advisory Vote on the Frequency of the Executive Compensation Vote. To approve, on an advisory (non-binding) basis, the frequency of stockholder advisory votes on the compensation of the Company’s NEOs.
PROPOSAL 4 Amendment of the 2018 Long-Term Incentive Plan. To approve an amendment to the Company’s 2018 Incentive Plan (the “2018 Plan”) to increase the number of shares available for issuance under the 2018 Plan.
PROPOSAL 5 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, 2023.
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 http://viewproxy.com/wsfs/2023. In order to attend the Annual Meeting, you must register at https://viewproxy.com/wsfs/2023/htype.asp by 11:59 P.M. ET on May 13, 2023. 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

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 12, 2023.

Table of Contents

Forward-Looking Statements

Proxy Statement Summary

This proxy 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.

2022 Business Performance Highlights¹

In 2022, WSFS delivered on a strategically important year that included our successful combination with Bryn Mawr Bank Corporation (“Bryn Mawr”). We benefitted from our asset-sensitive balance sheet in a rising interest rate environment and demonstrated fee revenue strength and resiliency from our diversified business model. We recorded net income of $222.4 million for the year supported by an increase in the balance sheet size from the combination with Bryn Mawr, strong net interest margin expansion, and solid fee revenue growth while maintaining cost discipline. Full-year net interest margin increased 48 bps to 3.71% compared to 2021, primarily driven by our purposefully asset-sensitive balance sheet, loan growth, and competitive deposit betas. Fee revenue as a percent of total revenue for the year was a robust 28.1% and represents the strength of our diversified lines of businesses and products. Some of our notable items from 2022 include the following:

Board Composition

Our Board of Directors consists of 13 members and is divided into three “classes,” with each class serving for a term of three years. The leadership of our Board of Directors is comprised of: (i) our Chairman of our Board of Directors (“Chairman”) (who also serves as our President and Chief Executive Officer (“CEO”)), (ii) our Lead Independent Director and (iii) our committee chairs. Following the Annual Meeting, our Board of Directors will consist of 12 members, as Francis J. Leto will not seek reelection to our Board of Directors. A summary of our directors is listed below:

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 of Directors 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:

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. Executive Leadership and Talent Previous leadership roles help our directors find those who will excel while serving in leadership positions within the Company and enables our directors to promote and grow our culture and support our senior leadership with talent management, including attracting, developing and retaining high quality individuals. Financing Accounting Financial and accounting acumen allow our Board of Directors to analyze our financial statements and our financial reporting practices. 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. Technology Banking evolves every year and our technology has to evolve with it. Technological literacy facilitates the growth and evolution of our Company. 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. 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. 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.

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 2022.

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. All independent directors are also able to request additional independent directors’ sessions at 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.

Environmental, Social and Governance Matters

At WSFS, “We Stand for Service” is our mission and brand, and our daily call to action that is combined with our strong complement of products and services to meet the needs of our diverse communities. Our Board of Directors is responsible for oversight of material risks to our operations, including those that are environmental and social in nature, as well as oversight of Environmental, Social, and Governance (“ESG”) efforts generally.

For a detailed description of the Company’s ESG Report, go to the website www.wsfsbank.com (select “About”, then select “Investor Relations”, then select “Governance” and then select “ESG”). The ESG Report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Environmental

We are committed to balancing the evolving needs of our 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 continue to invest in our digital capabilities and provide best-in-class solutions, consistent with our brand, for our customers, and Associates. All of these efforts are aimed to further reduce our adverse environmental impact.

Social

We encourage Associates to volunteer with nonprofits of their choice, and we stand behind that encouragement by offering each Associate four hours per month of compensated work time for participation in volunteer activities. In 2022, Associate volunteers logged 17,643 hours including providing Financial Literacy lessons and serving with community organizations across our footprint. We made more than $2.9 million in grants and contributions to 580 charitable organizations in our communities. We also serve and invest in low-to-moderate income communities by partnering with nonprofits that work to, among other things, increase responsible home ownership, extending mortgage loans to borrowers in those communities and making direct contributions and investments in those communities.

Governance

We are dedicated to operating in accordance with sound governance practices and principles, as described above in “Corporate Governance Practices.” In addition, our commitment to diversity, equity and inclusion starts with our Board of Directors, where 58% of our directors are women or minorities. In 2022, we were recognized by the Forum of Executive Women as a Champion of Board Diversity for our commitment to diversity, equity and inclusion in the boardroom.

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 compensation peer group (“CPG”), 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 2022 Say-on-Pay vote was approved by 98.5% of the shares present in person by participation or represented by proxy at the 2022 Annual Meeting of Stockholders and entitled to vote on the proposal. This year, we are seeking advisory stockholder approval of frequency of the Say-on-Pay advisory votes on executive compensation. 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 acts as independent advisor to the Personnel and Compensation Committee on executive leadership and Board of Directors compensation matters, and other compensation matters under the purview of the Personnel and Compensation Committee, including the development of a broad-based plan not applicable to executive officers or directors. 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’ compensation performance- based and focused on stockholder value. No Single-Trigger Golden Parachutes or Multi-Year Guaranteed Bonuses We do not enter into employment contracts with executives containing single-trigger golden parachutes or multi-year guaranteed bonuses. No Gross-up Payments We do not provide gross-up payments to cover personal income or excise taxes that pertain to executive or severance benefits. No Hedging or Pledging We do not permit hedging, collars, short sales or other derivative transactions or pledging transactions involving our common stock by our executives.

Executive Leadership Team

The daily operations of our Company are supervised by the following members of our Executive Leadership Team:

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 has nominated the following nominees to be members of our Board of Directors for their strong character and business acumen and because we believe they embody the values at the core of our culture: service, truth, and respect, and have the ability to help the Company grow and improve:

For a three-year term expiring on the date of our Annual Meeting of Stockholders to be held in 2026:

ABOUT OUR BOARD OF DIRECTORS AND THE COMPANY

Our Board of Directors consists of 13 members and is divided into three “classes,” with each class serving for a term of three years. Four directors have terms that expire at the 2023 Annual Meeting. Mr. Frank J. Leto will not be standing for reelection; as a result, following the Annual Meeting, our Board of Directors will consist of 12 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 and director nominees on the following pages. Currently, all directors of WSFS also serve as directors of the Bank.

ABOUT YOUR VOTE

The Board of Directors recommends a vote FOR each of the nominees listed on the following pages.

Biographies of Director Nominees

	Eleuthère I. du Pont   Age: 56 Director since: 2013
Committees: Corporate Governance & Nominating Committee Personnel & Compensation Committee Audit Committee Wealth Management Fiduciary Audit Committee Wealth Management Fiduciary Committee
Eleuthère I. du Pont, 56, 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 Chemical Company) Education: •  Bachelor of Science degree in Mechanical Engineering from Stanford University •  Master’s degree in Business Administration from Stanford University

	Nancy J. Foster   Age: 61 Director since: 2020
Committees: Audit Committee Wealth Management Fiduciary Audit Committee Executive and Risk Committee
Nancy J. Foster, 61, 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

	David G. Turner   Age: 58 Director since: 2013
Committees: Corporate Governance & Nominating Committee Personnel & Compensation Committee Audit Committee Wealth Management Fiduciary Audit Committee Delivery Transformation Subcommittee
David G. Turner, 58, 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 2010 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) •  Served in various capacities with MBNA and its successor, Bank of America as Senior Executive Vice President, Group Executive tasked with creating MBNA’s Research and Development Department, and Chief Data Officer (2003 to 2009)   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 •  Adjunct Professor at the University of Delaware 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

Other Continuing Directors

	Rodger Levenson   Age: 62 Director since: 2019
Committees: Executive and Risk Committee Corporate Development Committee Delivery Transformation Subcommittee
Rodger Levenson, 62, has been Chairman of our Board of Directors since January 1, 2020. His term expires at the 2025 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 •  Member of the Children’s Hospital of Philadelphia Corporate Council •  Member of the Executive Committee of the Satell Institute for Corporate Social Responsibility •  Executive Board Member of The Wilmington Alliance •  Former chairman and director of the Delaware Bankers Association •  Former director for the United Way of Delaware 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

	Jennifer W. Davis   Age: 52 Director since: 2009
Committees: Corporate Governance & Nominating Committee Audit Committee Wealth Management Fiduciary Audit Committee Executive and Risk Committee
Jennifer W. Davis, 52, 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: •  Bachelor’s degree in Political Science and Master’s degree in Policy Analysis from Pennsylvania State University

	Anat Bird   Age: 71 Director since: 2010
Committees: Corporate Development Committee Audit Committee Wealth Management Fiduciary Audit Committee Delivery Transformation Subcommittee Wealth Management Fiduciary Committee
Anat Bird, 71, 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, a Division of The Risk Management Association (“RMA”) (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) •  Group Head and Executive Vice President of Norwest Bank (1995-1997) 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

	Francis B. Brake   Age: 59 Director since: 2014
Committees: Corporate Governance & Nominating Committee Personnel & Compensation Committee Corporate Development Committee Delivery Transformation Subcommittee
Francis B. Brake, 59, has been a director of WSFS Financial Corporation since 2014. His current term expires at the 2025 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 •   Chairperson of the Board of Directors of The Chester Fund for Education and the Arts •   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: 56 Director since: 2019
Committees: Corporate Governance & Nominating Committee Personnel & Compensation Committee Corporate Development Committee Wealth Management Fiduciary Committee
Karen Dougherty Buchholz, 56, has been a director of WSFS Financial Corporation since March 2019. Her current term expires at the 2025 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 •   Chair of the Board of Directors of the Philadelphia Convention and Visitors Bureau •   Former director of Beneficial Bancorp. Inc. (“Beneficial”) •   Former member of Board of Directors of the Museum of the American Revolution Education: •   Bachelor’s degree from Dickinson College •      Master’s degree in Organizational Dynamics from the University of Pennsylvania

	Diego F. Calderin   Age: 61 Director since: 2022
Committees: Delivery Transformation Subcommittee Wealth Management Fiduciary Committee
Diego F. Calderin, 61, has been a director of WSFS Financial Corporation since 2022. His current term expires at the 2025 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: •  Advisor to Precode Labs, a Silicon Valley technology foundry •  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 President of Anexinet (an award-winning Digital Systems Integration company) (January 2000 to December 2014) Board Service and Memberships: •  Director for Zip Code Wilmington •  Former director of Bryn Mawr and 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 Community Volunteers in Medicine Education: •  Bachelor of Arts in Computer Sciences from LaSalle University •  Master’s degree in Engineering from Pennsylvania State University

	Michael J. Donahue   Age: 64 Director since: 2019
Committees: Corporate Development Committee Audit Committee Wealth Management Fiduciary Audit Committee Executive and Risk Committee Wealth Management Fiduciary Committee
Michael J. Donahue, 64, 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 corporations. 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 Bancorp Inc. (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 Symphonic (2022-present) •  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

	Christopher T. Gheysens   Age: 51 Director since: 2017
Committees: Corporate Development Committee Audit Committee Wealth Management Fiduciary Audit Committee Executive and Risk Committee Personnel & Compensation Committee Delivery Transformation Subcommittee
Christopher T. Gheysens, 51, has been a director of WSFS Financial Corporation since 2017. His current term expires at the 2025 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 and former chairperson of the Dean’s Advisory Council for the Villanova School of Business •  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 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

	Lynn B. McKee   Age: 67 Director since: 2022
Committees: Personnel & Compensation Committee
Lynn B. McKee, 67, 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. In addition to her expertise in Human Resources, Ms. McKee brings crisis management, corporate governance, executive leadership, and public company oversight skills.   Experience: •  Retired Executive Vice President, Chief Human Resources Officer for Aramark, a global services management company employing 250,000 associates across 19 countries (2004 to 2022), In her role, Ms. McKee was responsible for all aspects of Human Resources including building culture and engagement; compensation and benefits; talent management, including talent acquisition, executive and leadership development, and succession planning; and labor relations. •  Several key positions for Aramark (1980 to 2004), including Director of Employee Relations; Vice President, Corporate Human Resources, where she was responsible for executive development and compensation; and Senior Vice President Human Resources, Aramark Global Food, Hospitality and Facility Services. •  Led Aramark Corporate Communications, Diversity, Equity and Inclusion, Sustainability, Community Relations, Corporate Real Estate and Air and Meeting 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

Our Director Nomination and Selection Process

Board Structure and Roles

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, a Wealth Management Fiduciary Audit Committee, and the Board of Directors of Wilmington Savings Fund Society, FSB (“WSFS Bank”) has established a Wealth Management Fiduciary 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. Following the triannual evaluation by a third-party consultant of the efficacy of the Board of Directors and its Committees, and after discussions with management, the Board of Directors approved the restructure of two Board-level Committees to better align the committee structure with the organization’s larger size and business profile. Effective July 2023, the Executive and Risk Committee will be separated into two committees—the Executive Committee and the Risk Committee. Additionally, the Corporate Development Committee and its Delivery Transformation Subcommittee meeting content and topics will be incorporated into the Executive Committee. In conjunction with the restructuring, the Board of Directors also voted to adjust its annual fees and Committee related fees to align with peers near the 50th percentile. See “Compensation of Our Board of Directors.”

C = Chair

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.

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 four meetings and met regularly in executive sessions during 2022.

Wealth Management Fiduciary Audit Committee

The Wealth Management Fiduciary Audit Committee assists our Board of Directors in fulfilling its fiduciary responsibilities regarding trust activities. It meets as frequently as necessary, but at least four times annually. The committee is chaired by Mr. Turner. The committee held four meetings and met regularly in executive sessions during 2022.

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 six meetings and met regularly in executive sessions during 2022.

Wealth Management Fiduciary Committee

The Wealth Management Fiduciary Committee assists our Board of Directors of Wilmington Savings Fund Society, FSB in fulfilling its fiduciary activities conducted within multiple WSFS and WSFS Bank subsidiaries and departments. It meets as frequently as necessary, but at least four times annually. The committee is chaired by Mr. duPont. The committee held six meetings and met regularly in executive sessions during 2022.

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, Wealth Management Fiduciary Audit Committee Charter, Delivery Transformation Subcommittee Charter, and Wealth Management Fiduciary Committee Charter can be found on the investor relations page of our website www.wsfsbank.com (select “About”, then select “Investor Relations”, then select “Governance”).

Board Policies

Compensation of our Board of Directors

Our Board of Directors’ philosophy is to maintain director compensation at the 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. In light of the Board Committee refresh, discussed above, that will become effective July 2023, the Corporate Governance and Nominating Committee approved increases to the Board of Directors’ compensation and committee fees commensurate with peers near the 50^th percentile. The increases, which are 17.5% on average, were approved in February 2023 and will become effective July 2023.

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 while the Company has discretion to make employer contributions, it has not exercised its discretion to do so for directors or NEOs. The plan was reviewed and approved by our Personnel and Compensation Committee and our Board of Directors.

Director Compensation Table

The compensation paid to directors during 2022, regardless of whether any or all fees were voluntarily deferred to the non-qualified deferred compensation plan, 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.

Compensation of Lead Independent Director

Effective July 1, 2021, Ms. Davis became the Lead Independent Director. During 2022, she was compensated $20,000 for serving in that role in addition to her other compensation as a director. As part of the overall increase in Board of Directors’ fees to remain in line with the 50th percentile of our peers, the Corporate Governance and Nominating Committee approved a $5,000 increase in the Lead Independent Director fee effective July 2023.

Proposal 2: Advisory Vote on Executive Compensation

EXECUTIVE COMPENSATION

We are seeking advisory (non-binding) stockholder approval of the compensation of our NEOs. This proposal gives you as a stockholder the opportunity to endorse or not endorse our NEO 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 CD&A, the compensation tables and any related material) in this proxy statement.”

ABOUT OUR EXECUTIVE COMPENSATION PROGRAM

Our stockholders approved our 2022 “say-on-pay” vote, which we believe reflected the strength of our corporate governance program and its alignment with our executive compensation program. Our executive compensation and corporate governance programs include:

This “say-on-pay” proposal gives our stockholders the opportunity to express their views on the 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.

Our Board of Directors believes that the compensation of our NEOs is appropriate and should be approved on an advisory basis by the Company’s stockholders as more particularly outlined in our CD&A discussion beginning on page 34.

ABOUT YOUR VOTE

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.

Executive Leadership Team

The following table sets forth: (i) each member of our Executive Leadership Team, including the executive officers of the Company, (ii) his or her age as of the Record Date, (iii) the current position of each member of our Executive Leadership Team and (iv) the period during which such person has served in such position. Following the table is a description of each member of our Executive Leadership Team’s principal occupation during the past five years.

For biographical information regarding Rodger Levenson, see “Other Continuing Directors”.

Biographies

Arthur J. Bacci

Age: 63 • Year Assumed Current Position: 2018 • Year Hired by WSFS: 2018

Arthur J. Bacci, 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 serves on the Board of GreenSky, Inc., as well as, on the Board of Teach for America Delaware and the Delaware Business Roundtable Education Committee. 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 Wharton School.

Lisa Brubaker

Age: 59 • Year Assumed Current Position: 2020 • Year Hired by WSFS: 1987

Lisa Brubaker, 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.

Dominic C. Canuso, C.F.A.

Age: 48 • Year Assumed Current Position: 2016 • Year Hired by WSFS: 2016

Dominic C. Canuso, C.F.A., joined WSFS in June 2016 as Executive Vice President and Chief Financial Officer. In 2019, he assumed Executive Leadership of Cash Connect^®. Mr. Canuso co-led the acquisition and conversion Steerco efforts for both the Beneficial and Bryn Mawr combinations. 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 currently serves on NASDAQ’s Listing and Hearing Review Council, is the Chair of Delaware Bankers Association, prior Chair and on the Board of the Delaware Alliance for Nonprofit Advancement and is also on the Boards of the Ronald McDonald House of Delaware and the Riverfront Alliance of Delaware County. He earned his Bachelor of Science Degree in Finance and Executive MBA from Villanova University and is a charter-holder and member of the Chartered Financial Analyst^® (CFA) Institute.

Steve Clark

Age: 65 • Year Assumed Current Position: 2016 • Year Hired by WSFS: 2002

Steve Clark, joined WSFS in 2002 and has served as Executive Vice President and Chief Commercial Banking Officer since May 2016. From 2002 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

Age: 54 • Year Assumed Current Position: 2020 • Year Hired by WSFS: 2020

Michael L. Conklin, joined WSFS in August 2020 as Executive Vice President and Chief 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 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, he was Vice President of Global Human Resources for Pentair’s process technologies business unit. Mr. Conklin currently serves on the Community Education Building Board of Directors as well as a Board Advisor to Drexel University’s Solutions Institute. Mr. Conklin served in the Marine Corps Reserve and is a Veteran of the Gulf War. Mr. Conklin holds an M.B.A. from Regis University and a B.S. in Political Science and Psychology from Augsburg University.

Christine E. Davis

Age: 45 • Year Assumed Current Position: 2022 • Year Hired by WSFS: 1999

Christine E. Davis, has served as Executive Vice President and Chief Risk Officer since March 2022. Ms. Davis has been with WSFS for nearly 24 years, holding many different roles within Internal Audit. In her most recent role as Chief Auditor, she directed and oversaw the 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

Age: 53 • Year Assumed Current Position: 2023 • Year Hired by WSFS: 1989

Shari Kruzinski, has served as Executive Vice President and Chief Consumer Banking Officer since January 2023. Previously, she served as Executive Vice President and Chief Customer Experience Officer from October 2021 to January 2023 and as Executive Vice President and Director of Retail Delivery from May 2021 until October 2021. Prior to that, from 2008 until May 2021 she was Senior Vice President and Regional Manager of WSFS Bank’s Southeastern Pennsylvania market. Her responsibilities included heading the Bank’s retail operations, and consumer and small business banking in Chester, Delaware and Montgomery Counties. Ms. Kruzinski originally joined WSFS in 1989 and has held many leadership positions within the Retail Division throughout her 30+ years with the Company. 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 ABA Stonier Graduate School of Banking.

Patrick J. Ward

Age: 67 • Year Assumed Current Position: 2016 • Year Hired by WSFS: 2016

Patrick J. Ward, 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 33 years of banking industry experience, previously serving as Chairman and Chief Executive Officer of Penn Liberty Bank, Executive Vice President of Citizens Bank of Pennsylvania and President and Chief Executive of Commonwealth Bancorp, Inc., the holding company for Commonwealth Bank from 1992 until its acquisition by Citizens Bank in January 2003, after joining Commonwealth in 1992 as Senior Vice President and Chief Financial Officer. Mr. Ward serves on the Board of Directors of the Philadelphia Police Athletic League, the Chester County Chamber of Business and Industry, the Foundation for Catholic Education for Southeast PA, the Brian C. Zwaan Legacy Fund, the Philadelphia Police Foundation, the Chester County Food Bank, and the Irish American Chamber of Commerce. He is on the Board of Trustees for Cabrini College and the St. Patrick’s Church Finance Committee. 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.

Executive Compensation Discussion and Analysis

In this Executive Compensation Discussion & Analysis (“CD&A”), we explain our 2022 compensation program for 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 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 and our long-term success.

Summary

In 2022, we compensated our executive officers using a combination of base salary and both short-term and long-term incentive awards for their performance. Performance-based compensation decisions were made under our 2022 Executive Leadership Team Incentive Plan (“ELTIP”), with cash-based incentives linked to annual performance and Performance Stock Units (“PSUs”) that are earned for future multi-year performance and continued service. Under the ELTIP, we award a mix of service-based equity grants, in the form of Restricted Stock Units (“RSUs”), performance-based equity grants, in the form of PSUs, as well as cash-based incentives to our executive officers on an annual basis, as described further in this CD&A. We believe that a mix of short-term and long-term award opportunities, based on individual and Company- wide goals and weighted based on the executive officer’s level of responsibility, will appropriately compensate and reward executive officers for both near-term results and for creating long-term sustainability. In 2022, we also granted time-vested “RSUs” from our Management Incentive Plan (“MIP”) to our executive officers to reward 2021 company-level performance as we transitioned to our ELTIP.

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:

We strive to be competitive in base pay, generally targeted towards the median of similar positions at comparable companies in our compensation peer group (“CPG”), 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 companies in our peer group. For top performance, we provide total compensation reflecting that superior performance.  

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

Require significant stock ownership for our Executive Leadership Team and our Board of Directors 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 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 Engage an independent compensation consultant who acts as an advisor to the Personnel and Compensation Committee on executive leadership compensation matters and Board of Directors compensation matters, and other compensation matters under the purview of the Personnel and Compensation Committee, including the development of a broad based plan not applicable to executive officers or directors Maintain a clawback policy permitting the Personnel and Compensation Committee to recoup cash and equity based incentive compensation in the event of fraud or other misconduct or financial restatements Standardize a vesting period generally for equity awards of four years prior to 2023 and three years beginning in 2023 Require special approval by our Board of Directors for accelerated vesting of awards to CEO Make a significant portion of executive compensation performance-based and focused on stockholder value Encourage excessive risk-taking by executives by removing incentives that focus on single performance goals which may be a detriment to our Company Permit special executive retirement programs Pay excessive perquisites to executives Permit hedging, collars, short sales or other derivative transactions or pledging transactions involving our common stock by our executives Permit cash buyout, re-pricing or backdating of equity awards Enter into employment contracts with executives containing single-trigger golden parachutes or multi-year guaranteed bonuses Provide gross-up payments to cover personal income or excise taxes that pertain to executive or severance benefits

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 compensation practices of a CPG, identified in consultation with Pearl Meyer, that we believe is representative of those companies with whom we compete for talent. These varying roles are each described below.

Elements of Compensation