Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

May 21, 2024

Date of Report

(Date of Earliest Event Reported)

WSFS Financial Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-35638

22-2866913

(State or Other Jurisdiction
of Incorporation)

(SEC Commission
File Number)

(IRS Employer
Identification Number)

500 Delaware Ave,

Wilmington, Delaware, 19801

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, including Area Code: (302) 792-6000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	WSFS	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 40.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Financial Officer

On May 21, 2024, WSFS Financial Corporation (the “Company”) announced its appointment of David Burg as the Company’s Executive Vice President and Chief Financial Officer. Mr. Burg’s appointment is expected to be effective on August 15, 2024.

David Burg, age 50, previously served as Head of Strategy and Execution for Legacy Franchises for Citigroup, Inc. (“Citigroup”), from 2023 to the present. From 2021 to 2023, Mr. Burg served as Chief Financial Officer for Citigroup's Latin America region and as Chief Financial Officer of Treasury and Trade Solutions from 2017 to 2021. Earlier in his career, Mr. Burg was a Managing Director for Corporate Mergers and Acquisitions at Citigroup. He has also held roles at McKinsey & Company, Inc., and General Electric. He earned a B.S. in Applied Science and Engineering from Rutgers University, an M.B.A. in Finance from Columbia Business School and an M.S. in Materials Science and Engineering from Columbia University.

In connection with his employment, the Company will pay to Mr. Burg (1) an annual base salary of $575,000; (2) a sign-on cash bonus of $575,000 to be paid in three installments over the course of his first year of service; (3) initial grants of time-based restricted stock units (“RSUs”) valued at $600,000 and $800,000, vesting over three and two years, respectively; and (4) an initial grant of performance-based RSUs (“PSUs”) of up to 11,394 shares, which will be adjusted based on the Company’s actual performance in 2024 through 2026. Mr. Burg will be eligible to participate in the Company’s Executive Leadership Team Incentive Plan, and the Company has committed to award Mr. Burg a short-term incentive award of $379,500 for 2024 and a long-term incentive award for 2024 consisting of both RSUs and PSUs, with the RSUs valued at $161,000 and vesting over three years, in each case in March 2025. All of Mr. Burg’s incentive-based compensation is subject to the terms of the Company’s standard compensation clawback policy.

Mr. Burg will be entitled to other benefits made available to executive officers who report to the Company’s chief executive officer, which include annual development and automobile allowances and a travel stipend. In addition, Mr. Burg will be eligible to participate in the Company’s executive severance policy as well as customary health, welfare and fringe benefit plans that the Company provides to its executive officers. The Company has also agreed to provide a one-time reimbursement for up to two months of coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, as well as a customary executive relocation package.

Mr. Burg does not have any family relationships with any of the Company’s directors or executive officers and is not party to any transactions listed in Item 404(a) of Regulation S-K. Further, no arrangement or understanding exists between Mr. Burg and any other person pursuant to which Mr. Burg was selected as an officer of the Company.

Appointment of Chief Operating Officer

On May 21, 2024, the Company announced the appointment of Arthur J. Bacci, who currently serves as the Company’s Executive Vice President, Chief Wealth Officer and Interim Chief Financial Officer, as the Company’s Executive Vice President, Chief Operating Officer. Such appointment will coincide with the appointment of Mr. Burg as Chief Financial Officer. In connection with this appointment and to bring the Chief Operating Officer position in line with market data, Mr. Bacci’s base salary will be increased to $597,000. For more information regarding Mr. Bacci’s background and compensation, please see the information set forth in the Company’s definitive proxy statement for its 2024 annual meeting of shareholders, filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2024, which is incorporated herein by reference.

Item 7.01 Regulation FD.

On May 21, 2024, the Company issued a press release regarding the appointments of Messrs. Burg and Bacci. A copy of the press release is attached hereto as Exhibit 99.1. This information (including Exhibit 99.1) has been “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing or other document under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing or document.

Forward-Looking Statements

This Current Report on Form 8-K 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 the Company’s predictions or expectations of future business or financial performance as well as its 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 “will,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “threshold,” “target,” “stretch,” “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 the Company’s 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 include, but are not limited to, those discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and other documents filed by the Company with the SEC from time to time.

The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date on which they are made, and the Company disclaims 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 the Company for any reason, except as specifically required by law.

Item 9.01 Financial Statements and Other Exhibits.

(d) Exhibits.

99.1 Press release dated May 21, 2024

104 Cover Page Interactive Data File (Embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

WSFS FINANCIAL CORPORATION

Date:

May 21, 2024

By:

/s/ Arthur J. Bacci

Arthur J. Bacci
Executive Vice President, Chief Wealth Officer and Interim Chief Financial Officer

WSFS Bank Center 500 Delaware Avenue, Wilmington, Delaware 19801 WSFS Bank Place 1818 Market St, Philadelphia, PA 19103 FOR IMMEDIATE RELEASE Investor Relations Contact: Andrew Basile (302) 504-9857; abasile@wsfsbank.com May 21, 2024 Media Contact: Kyle Babcock (215) 864-1795; kbabcock@wsfsbank.com WSFS Strengthens Executive Leadership Team to Support Next Phase of Growth Appoints David Burg as Executive Vice President, Chief Financial Officer; Promotes Arthur J. Bacci to Executive Vice President, Chief Operating Officer and Jamie P. Hopkins to Executive Vice President, Chief Wealth Officer WILMINGTON, Del. – WSFS Financial Corporation (Nasdaq: WSFS), the parent company of WSFS Bank, announced today that David Burg will join the Company as Executive Vice President, Chief Financial Officer on August 15, 2024. In this role, Burg will be responsible for leading the Company's financial operations and strategy, including Financial Planning and Analysis, Accounting and Financial Reporting, Treasury, and Investor Relations. Prior to joining WSFS, Burg held several senior leadership positions during his nearly 17 years at Citigroup. Most recently, he was the Head of Strategy and Execution for Legacy Franchises. From 2021 to 2023, he was Chief Financial Officer for the entire Latin America region. Burg also served as the Chief Financial Officer of Citigroup’s Treasury & Trade Solutions from 2017 to 2021. In these roles, he was responsible for financial reporting, financial planning and analysis, treasury management and strategy. Earlier in his career, Burg was a Managing Director in the Corporate Mergers & Acquisitions Group at Citigroup. He also held roles at McKinsey & Company and General Electric. WSFS also announced that Arthur J. Bacci will assume the role of Executive Vice President, Chief Operating Officer, coincidental with the appointment of Burg as CFO. Bacci joined WSFS in April 2018 as Executive Vice President, Chief Wealth Officer. In addition to serving as Chief Wealth Officer, he has held the role of interim Chief Financial Officer since August 2023. In his new role as Chief Operating Officer, Bacci will have oversight responsibilities for the Commercial, Wealth, Consumer and Cash Connect lines of business, as well as Technology, Operations, Customer Experience, Marketing and Communications. As part of WSFS’ on-going succession planning, in conjunction with Bacci’s appointment to Chief Operating Officer, Jamie P. Hopkins will be elevated to the role of Executive Vice President, Chief Wealth Officer. Hopkins joined WSFS in October 2023 as Senior Vice President and Director of Private Wealth Management. As Chief Wealth Officer, Hopkins will lead WSFS’ Wealth Management segment which includes Bryn Mawr Trust®, Bryn Mawr Capital Management, LLC, The Bryn Mawr Trust Company of Delaware, Powdermill® Financial Solutions, WSFS Institutional Services®, WSFS Wealth® Investments, and WSFS Private Banking. “David’s expertise and visionary approach to financial strategy are exactly what we need as we accelerate our growth,” said Rodger Levenson, Chairman, President and CEO. “His proven leadership, strategic decisioning and commitment to culture will play an instrumental role in our continued drive to deliver superior value for our stakeholders. Additionally, the promotions of Art and Jamie strengthen our leadership team consistent with our commitment to long-term talent development.” Burg holds an MBA in Finance from Columbia Business School, as well as an M.S. in Materials Science and Engineering from Columbia University. He earned his B.S. in Applied Science and Engineering from Rutgers University.

WSFS Bank Center 500 Delaware Avenue, Wilmington, Delaware 19801 WSFS Bank Place 1818 Market St, Philadelphia, PA 19103 About WSFS Financial Corporation WSFS Financial Corporation is a multibillion-dollar financial services company. Its primary subsidiary, WSFS Bank, is the oldest and largest locally headquartered bank and trust company in the Greater Philadelphia and Delaware region. As of March 31, 2024, WSFS Financial Corporation had $20.6 billion in assets on its balance sheet and $80.5 billion in assets under management and administration. WSFS operates from 114 offices, 88 of which are banking offices, located in Pennsylvania (57), Delaware (40), New Jersey (14), Florida (1), Nevada (1) and Virginia (1) and provides comprehensive financial services including commercial banking, consumer banking, treasury management and trust and wealth management. Other subsidiaries or divisions include Arrow Land Transfer, Bryn Mawr Capital Management, LLC, Bryn Mawr Trust®, The Bryn Mawr Trust Company of Delaware, Cash Connect®, NewLane Finance®, Powdermill® Financial Solutions, WSFS Institutional Services®, WSFS Mortgage®, and WSFS Wealth® Investments. Serving the Greater Delaware Valley since 1832, WSFS Bank is one of the ten oldest banks in the United States continuously operating under the same name. For more information, please visit www.wsfsbank.com. Forward-Looking Statements This press release 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 WSFS’ predictions or expectations of future business or financial performance as well as its 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 “will,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “threshold,” “target,” “stretch,” “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 WSFS’ 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 include, but are not limited to, those discussed in WSFS’ Annual Report on Form 10-K for the year ended December 31, 2023 and other documents filed by WSFS with the U.S. Securities and Exchange Commission from time to time. WSFS cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date on which they are made, and WSFS disclaims 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 WSFS for any reason, except as specifically required by law.

COVER PAGE	May 21, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 21, 2024
Entity Registrant Name	WSFS Financial Corporation
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35638
Entity Tax Identification Number	22-2866913
Entity Address, Address Line One	500 Delaware Ave
Entity Address, City or Town	Wilmington
Entity Address, State or Province	DE
Entity Address, Postal Zip Code	19801
City Area Code	302
Local Phone Number	792-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	WSFS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000828944