🧾 What This Document Is — Your Invitation to a Corporate Vote

This is WSFS Financial Corporation's official 2026 Proxy Statement (a DEF 14A filing). Think of it as the company's annual "shareholder guidebook and ballot." It details what will be voted on at the upcoming annual meeting, who is on the board, and how the top bosses get paid. You received it because you own shares.

👉 Your Job as a Shareholder: Review the info and vote on three key proposals: electing directors, approving executive pay, and hiring the company's auditor.

🏢 What The Company Does — A Regional Bank

In simple terms, WSFS Financial Corp is the parent company of Wilmington Savings Fund Society, FSB (WSFS Bank). It's a regional bank headquartered in Wilmington, Delaware, providing financial services like consumer and commercial banking, wealth management, and trust services primarily in the Mid-Atlantic region.

📅 The Meeting: When & How

WHEN: May 14, 2026, at 4:00 PM ET
FORMAT: Virtual only. You must register by May 11, 2026, at https://web.viewproxy.com/wsfs/2026.
RECORD DATE: You could vote if you owned shares as of March 20, 2026.
VOTE NOW: Use the internet, phone, or mail (proxy card) before the meeting. Don't wait!

🗳️ The Three Big Votes (Proposals)

Proposal 1: Elect Three Directors
- Who: Eleuthère I. du Pont, Michelle Hong, and David G. Turner.
- Term: 3-year terms.
- Voting: Uses "cumulative voting." If you have 100 shares, you get 300 votes (100 x 3 open seats) to distribute as you wish—even all to one nominee.
- Board Says: Vote FOR all three.
Proposal 2: Advisory Vote on Executive Pay ("Say on Pay")
- What: A non-binding vote to approve the compensation of the top executives (called Named Executive Officers or NEOs).
- Why it matters: It's your chance to send a message to the board about whether you think the pay packages are fair and aligned with company performance.
- Board Says: Vote FOR.
Proposal 3: Ratify the Auditor
- Who: Approve KPMG LLP as the independent accounting firm for 2026.
- Board Says: Vote FOR.

👥 The Board of Directors — Who's Running the Show

The board oversees management. WSFS has a classified board (directors serve staggered 3-year terms) and uses cumulative voting, which gives minority shareholders a better chance to get a director elected.

✅ Director Nominees (For Election):

Eleuthère I. du Pont (Age 59): President of Longwood Foundation. Brings governance, finance, and operational expertise. Director since 2013.
Michelle Hong (Age 51): Counsel at Stradley Ronon. Former Northern Trust partner. Adds financial/legal, wealth management, and ESG experience. New to the board in Dec 2025.
David G. Turner (Age 61): Retired IBM consulting managing partner. Expert in banking, technology, and data. Director since 2013.

👍 Continuing Directors (Not up for election this year): Includes Chairman/CEO Rodger Levenson, Lead Independent Director Christopher T. Gheysens, and others with backgrounds in banking, HR, retail (Wawa CEO), and more.

⚖️ Board Structure & Committees:

Leadership: Combined Chairman & CEO (Rodger Levenson) with a strong Lead Independent Director (Christopher T. Gheysens).
Key Committees & Chairs:
- Audit: David G. Turner (Chair), Michael J. Donahue, Anat Bird, Eleuthère I. du Pont, Christopher T. Gheysens.
- Leadership & Compensation: Francis B. Brake (Chair), Lynn B. McKee, Karen Dougherty Buchholz, Jennifer W. Davis.
- Risk: Jennifer W. Davis (Chair), Anat Bird, Francis B. Brake, Karen Dougherty Buchholz, Michael J. Donahue, Michelle Hong.
- Governance & Nominating: Christopher T. Gheysens (Chair), Karen Dougherty Buchholz, Francis B. Brake, Lynn B. McKee, David G. Turner.
Meetings: The full board met 7 times in 2025. All committees met regularly (4-8 times each).

💰 Executive Compensation — How the Top Team Gets Paid

This is the heart of the "Say on Pay" vote. The program is designed to attract and retain talent, align pay with company performance, and link pay to long-term stockholder value.

🎯 Key NEOs (Named Executive Officers) for 2025:

Rodger Levenson (Chairman, President & CEO)
Arthur J. Bacci (EVP, COO)
Lisa Brubaker (EVP, CHRO)
David Burg (EVP, CFO)
Christine E. Davis (EVP, Chief Risk Officer)
Jamie Hopkins (EVP, Chief Wealth Officer)
Shari Kruzinski (EVP, Chief Consumer Banking Officer)
Allan Matyger (EVP, CIO)
James Wechsler (EVP, Chief Commercial Banking Officer)

💡 Compensation Mix:

Base Salary: Fixed cash pay.
Annual Incentive (Cash Bonus): Based on achieving annual financial and strategic goals.
Long-Term Incentives (Equity Awards): The biggest piece. Mix of Restricted Stock Units (RSUs) and Performance Share Awards (PSUs) tied to 3-year goals. This keeps executives focused on long-term growth.
Benefits & Perks: Standard health/retirement plans. Key Feature: "Double-trigger" change-in-control provisions (needs both a sale and a job loss to trigger severance payments) and clawback policies to recover pay if misconduct causes financial restatements.

🔍 2025 Pay Details for the CEO: Rodger Levenson's total 2025 compensation was $4,423,265:

Salary: $850,000
Bonus: $612,500
Stock Awards: $2,131,500
Non-Equity Incentive: $560,000
Other Comp: $269,265

👔 Director Compensation — Getting Paid for Oversight

Directors are paid for their service, not per meeting (with a few exceptions).

Annual Retainer: $120,000 ($60k cash + $60k in stock).
Lead Independent Director Fee: Extra $25,000.
Committee Chair Fees: Range from $8,500 to $13,500.
Committee Member Fees: $7,500 for most committees, $14,250 for Audit Committee.
Total 2025 Pay Range: From $5,000 (new director Michelle Hong) to $182,750 (Lead Director Christopher Gheysens).

🧠 The Analogy — Running a Tight Ship

Think of WSFS like a large, well-run ship. The Board of Directors is the experienced captains' council setting the course and overseeing the captain. Rodger Levenson is the Captain (CEO) executing the voyage. The Executive Compensation plan is the crew's pay structure—designed to reward the officers (NEOs) for a safe, profitable, and long journey, with bonuses tied to reaching destinations on time and shares of the ship's ownership (stock) to keep them invested in its long-term health. This Proxy Statement is the crew's manual and the owners' (shareholders') voting ballot for the annual review.

📇 Key Contacts & People

Investor Questions: [email protected] or write to WSFS Financial Corporation, Investor Relations, WSFS Bank Center, 500 Delaware Avenue, Wilmington, Delaware 19801.
Meeting Access Issues: Email [email protected] or call 866-612-8937.
Key Executive: Rodger Levenson, Chairman, President & CEO.

🧩 Final Takeaway

WSFS's 2026 proxy is about stability and alignment. You're voting to re-elect experienced directors, approve a pay plan that heavily ties executive rewards to long-term stock performance, and retain a major audit firm. The board emphasizes strong governance, risk oversight, and succession planning as it steers the regional bank forward.

WSFS FINANCIAL CORP — DEF 14A Filing