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 2024 Annual Meeting of Stockholders

You are cordially invited to attend the WSFS Financial Corporation (the “Company”, “WSFS,” “our” or “we”) 2024 Annual Meeting of Stockholders (“the Annual Meeting”), to be held virtually:

WHEN

4:00 P.M. ET

May 16, 2024

LIVE WEBCAST

Register at https://viewproxy.com/wsfs/2024/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, 2024 (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, 2024.

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/2024. In order to attend the Annual Meeting, you must register at https://viewproxy.com/wsfs/2024/htype.asp by 11:59 P.M. ET on May 13, 2024. 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 2024 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, 2024.

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 (the “Notice of Internet Availability”).

The Notice of Internet Availability provides instructions either for accessing our proxy materials, including the Proxy Statement, the 2023 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2023, 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 2024 Proxy Statement		ii

Table of Contents

Notice of 2024 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
Corporate Development Committee	24
Delivery Transformation Subcommittee	24
Committee Charters	24
Board Policies	25
Compensation of our Board of Directors	28
Proposal 2: Advisory Vote on NEO Compensation	30
EXECUTIVE COMPENSATION	30
ABOUT OUR EXECUTIVE COMPENSATION PROGRAM	30
ABOUT YOUR VOTE	30
Executive Leadership Team	31
Executive Compensation Discussion and Analysis	33
Executive Compensation Philosophy	34
How Executive Compensation Decisions Are Made	35

2023 Executive Compensation Summary	40
Benefits	44
Employment Agreements	44
Executive Compensation Policies	45
CEO Pay Ratio	46
Summary Compensation Table	47
Grants of Plan-Based Awards	48
Outstanding Equity Awards Value at Fiscal Year-End	49
Exercises of Options and Vesting of Stock During 2023	50
Potential Payments upon Termination or Change in Control	51
Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm	53
PAY VERSUS PERFORMANCE	55
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 2024 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, 2023 (“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 2024 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 16, 2024 at 4:00 p.m. ET, and at any adjournment thereof, for the purposes set forth in the accompanying notice. The proxy materials are first being made available to stockholders on or about March 28, 2024.

Our Annual Meeting will be held in a virtual meeting format which you can only access by registering at https://viewproxy.com/wsfs/2024/htype.asp.

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

Please refer to our “Notice of 2024 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

Election of Directors

A plurality of the votes cast

FOR

SEC Form DEF 14A filed by WSFS Financial Corporation