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Christopher Gheysens

Lead Independent Director at WSFS FINANCIALWSFS FINANCIAL
Board

About Christopher T. Gheysens

Christopher T. Gheysens, age 54, is an independent director of WSFS, serving since 2017 (8 years of board tenure as of March 31, 2025). He is Chairman and Chief Executive Officer of Wawa, Inc. (Chairman & CEO since 2024; Vice-Chair & CEO 2023–2024; President & CEO 2013–2023; CFO/Administrative Officer 2007–2012). He holds a B.S. in Accountancy from Villanova University and an MBA from Saint Joseph’s University and is a former Certified Public Accountant in New Jersey .

Past Roles

OrganizationRoleTenureCommittees/Impact
Wawa, Inc.Chairman & Chief Executive Officer2024–presentLeads ~$20B revenue, >1,100 store chain; strategic expansion leadership noted .
Wawa, Inc.Vice-Chair & Chief Executive Officer2023–2024Transition to Chairman role .
Wawa, Inc.President & Chief Executive Officer2013–2023Strategic planning and East Coast footprint expansion .
Wawa, Inc.Chief Financial & Administrative Officer2007–2012Finance, accounting, auditing leadership .

External Roles

OrganizationRoleTenureNotes
Villanova UniversityTrustee, Board of TrusteesNot disclosedFormer chair of Dean’s Advisory Council, Villanova School of Business .
Children’s Hospital of Philadelphia (CHOP)Chairman, Board of TrusteesNot disclosedFormer member, Board of Overseers .
National Association of Convenience Stores (NACS)Director (former)Not disclosedIndustry association role (former) .
Federal Reserve Bank of PhiladelphiaEconomic & Community Advisory Committee (former member)Not disclosedRegional macro/community advisory experience .

Board Governance

  • Independence: The Board determined all directors except the CEO/Chair (Levenson) are independent; this includes Mr. Gheysens .
  • Committees (2024): Audit Committee (member), Executive Committee (member), Leadership & Compensation Committee (Vice Chair), and Wealth Management Fiduciary Audit Committee (member). The Audit and Wealth Management Fiduciary Audit Committees are fully independent; he is designated an “audit committee financial expert” under SEC rules .
  • Meetings (2024): Audit (6), Wealth Management Fiduciary Audit (4), Leadership & Compensation (6), Executive Committee (10). Directors are expected to attend ≥75% of meetings; each director met this threshold in 2024; all directors attended last year’s Annual Meeting .
  • Lead Independent Director succession: Mr. Gheysens will assume the Lead Independent Director role effective July 1, 2025, pending 2025 Annual Meeting results .
  • Nomination status: He is a 2025 nominee for a new three‑year term (to 2028) .

Fixed Compensation (Director)

ComponentAmount/TermsNotes
Board retainer$120,000 (half in cash; half in stock)$60,000 cash paid in July; $60,000 in WSFS common stock issued annually based on the Nasdaq closing price on the second Friday in August 2024 .
Lead Independent Director fee$25,000Paid to Lead Director; Ms. Davis in 2024; role to be assumed by Mr. Gheysens 7/1/2025 pending election .
Committee chair feesAudit/WM Fiduciary Audit: $13,500; L&C: $11,000; Risk/Gov & Nom/WM Fiduciary: $8,500N/A to him in 2024 as he was Vice Chair of L&C .
Committee membership feesAudit/WM Fid Audit: $14,250; Other committees: $7,500Paid to non-Associate chairs/members; excludes regular Board meetings .
Director deferred comp planAvailableAllows deferral of retainers/fees; company has not contributed for directors .
Director 2024 CompensationCash FeesStock Awards (Fair Value)Total
Christopher T. Gheysens$89,250 $60,000 (ASC 718 fair value) $149,250

Performance Compensation (Director)

Equity MechanismAward ValueGrant MechanicsVesting/Notes
Annual stock grant$60,000 Shares issued based on WSFS closing price on the second Friday in August 2024 Director equity aligns interests; vesting terms not separately disclosed for non-employee director stock grants in proxy .

WSFS prohibits hedging by insiders (directors and certain officers), reinforcing alignment with shareholders .

Other Directorships & Interlocks

  • Current public company boards: None disclosed for Mr. Gheysens (bio lists non-profit/association roles only) .
  • Compensation committee interlocks: None; the proxy states no interlocks or insider participation on the Leadership & Compensation Committee .
  • Director service limits: As a policy, directors need approval for other public boards; maximum three public-company boards in total, and maximum two for a director who is also a CEO (relevant to Mr. Gheysens as Wawa’s CEO) .

Expertise & Qualifications

  • Designated Audit Committee Financial Expert; deep finance, accounting, auditing, strategic planning, and retail operations experience from Wawa (>$20B revenue; >1,100 stores) .
  • Governance/leadership: Vice Chair of WSFS Leadership & Compensation Committee; slated Lead Independent Director, signaling confidence in his board leadership .
  • Education: B.S. Accountancy (Villanova); MBA (Saint Joseph’s); former CPA (NJ) .

Equity Ownership

MeasureDetail
Shares beneficially owned (3/14/2025)10,917 shares (<1% of outstanding) .
Shares outstanding (Record Date)58,000,798 shares .
Ownership as % of outstanding≈0.02% (10,917 / 58,000,798) .
Director ownership guidelineIndependent directors must hold at least 5,000 shares; he exceeds the guideline .
Hedging / PledgingHedging prohibited per policy; no pledging disclosure noted in proxy .
Section 16(a) complianceNo late filings for directors noted in 2024; one late Form 4 disclosed related to a different officer (Hopkins) .

Governance Assessment

  • Strengths:

    • Independent director with audit committee financial expert designation and multi-committee service (Audit, Executive, L&C Vice Chair, WM Fiduciary Audit), indicating high utility to board oversight .
    • Elevated to Lead Independent Director effective July 1, 2025 (pending election), a positive signal for independent oversight and board continuity .
    • Strong attendance culture (all directors ≥75% in 2024; full attendance at prior Annual Meeting) supports engagement; committee structure with regular executive sessions bolsters independence .
    • Board compensation mix includes equity; director stock ownership guideline met (10,917 shares vs. 5,000 required) aligning incentives .
    • Compensation governance: independent consultant (FW Cook), annual say-on-pay support (>87% approval in 2024), clawback policy aligned with SEC/Nasdaq standards .
    • Related-party oversight robust; no related-party transactions requiring Regulation O extension disclosure in 2024, and Governance & Nominating oversees RPT policy .
  • Watch items / potential risks:

    • Time commitments: As a sitting CEO of Wawa and incoming Lead Independent Director, workload is material; however, WSFS policy caps outside public boards for CEOs (max two) and requires approvals, mitigating overboarding risk .
    • No specific, individual attendance rates published per-director; reliance on aggregate disclosure (≥75% threshold met by all) .
    • Wawa’s scale and regional presence could present potential commercial overlap (e.g., cash logistics), but no related-party transactions were disclosed for 2024; continued monitoring warranted .
  • Signals for investors:

    • Appointment as Lead Independent Director suggests board confidence in his governance leadership and may enhance independent counterbalance to combined Chair/CEO structure .
    • Financial expertise and vice chair role on L&C should support prudent executive pay design and risk oversight—particularly relevant amid evolving banking sector compensation and risk frameworks .