Francis Brake
WSFS FINANCIALAbout Francis B. Brake
Francis B. “Frank” Brake, 61, is an independent director of WSFS Financial Corporation, serving on the Board since 2014 with a current term expiring at the 2025 Annual Meeting . He is President and Co‑Founder of Epic Research, LLC, and previously served as Managing Director and Chief Marketing Officer for Juniper Bank/Barclaycard US and in senior marketing roles at First USA Bank; he holds a B.A. in Government (William & Mary) and an MBA (UVA Darden) . As of March 31, 2025, his Board tenure is 11 years, and he is deemed independent under Nasdaq standards along with all other directors except the CEO/Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Epic Research, LLC | President and Co‑Founder | 2007–present | Marketing, innovation, product development, partnerships expertise brought to WSFS Board |
| Juniper Bank/Barclaycard US | Managing Director and Chief Marketing Officer | 2000–2007 | Financial services marketing leadership |
| First USA Bank | Various roles incl. EVP, Marketing | 1994–2000 | Growth and product marketing leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Chester Fund Foundation | Chairperson, Board of Directors | Not disclosed | Non‑profit leadership |
| Barclays Bank Delaware | Former Director | Not disclosed | Prior board service; not a current public company directorship |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director under Nasdaq standards; all directors except the CEO/Chair are independent |
| Committee Chair | Chair, Leadership and Compensation Committee (6 meetings in 2024) |
| Committee Memberships | Executive Committee (10 meetings), Governance & Nominating Committee (4 meetings), Risk Committee (6 meetings) |
| Attendance | Each director attended at least 75% of Board (7 meetings) and committee meetings in 2024; all directors attended last year’s Annual Meeting |
| Lead Independent Director Framework | LID role (Jennifer W. Davis) enhances independent oversight; duties include agendas, evaluations, and investor engagement |
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| 2024 | $101,000 | $60,000 | $161,000 |
Program structure in 2024: standard Board retainer of $120,000 (paid as $60,000 cash in July and $60,000 in WSFS common stock based on the closing price on the second Friday in August), plus additional chair and committee/meeting fees (e.g., L&C Chair $11,000; most committees $7,500 per member; Audit-related higher) .
Performance Compensation (Committee Oversight Focus)
While directors do not receive performance-conditioned pay, Mr. Brake, as L&C Chair, oversees the executive incentive architecture:
| Plan/Element | Metric(s) | Weighting | Notes |
|---|---|---|---|
| STI (Annual, Executives) | Adjusted ROA; Adjusted ROTCE; Adjusted EPS; Strategic Performance | 25% each (company score weighted 80% overall) | Cash-based; metrics align to profitability, returns, EPS and strategic goals |
| LTI (Executives) | RSUs (time-based) | — | Generally vests in equal installments over 3 years |
| LTI (Executives) | PSUs (3-yr performance) | — | Vest on cumulative Adjusted ROA vs KRX Index (relative performance) |
| Governance Features | Clawback policy; double-trigger equity on change of control | — | L&C oversees CD&A and compensation risk; 2024 Say‑on‑Pay approved by stockholders |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current Public Company Boards | None disclosed for Brake |
| Compensation Committee Interlocks | None: No L&C member is/was a WSFS officer; no executive served on another company’s board or comp committee with cross‑interlocks in 2024 |
| Service Limits | Directors may serve on no more than three public company boards (two if CEO); WSFS Board approval required; conflict screening in place |
Expertise & Qualifications
- Marketing, entrepreneurship, innovation, product development, business partnerships, financial services, and executive leadership experience highlighted by WSFS .
- Advanced business education (MBA, Darden) aligned with compensation and strategy oversight responsibilities .
- Committee leadership experience as L&C Chair with direct accountability for CD&A inclusion and compensation risk oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Ownership Guideline | Compliance Indication |
|---|---|---|---|---|
| Francis B. Brake | 19,266 | <1% | Independent directors required to hold at least 5,000 shares | Holdings exceed guideline minimum |
Governance Assessment
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Strengths and positive signals
- Independent, long-tenured director with relevant financial services marketing expertise and multi‑committee engagement, including as L&C Chair overseeing executive pay design and CD&A sign‑off .
- High engagement evidenced by service on four key committees (Exec, Governance & Nominating, Risk, plus L&C Chair) with robust 2024 meeting cadence (10/4/6/6 respectively) .
- Board‑wide attendance expectations met (≥75% for Board and committees), with full Annual Meeting attendance in prior year .
- Ownership alignment: 19,266 shares vs 5,000‑share director guideline; signals skin‑in‑the‑game beyond minimum .
- Executive pay governance incorporates clawback and double‑trigger equity; metrics emphasize ROA/ROTCE/EPS and relative performance vs KRX—supporting pay‑for‑performance integrity .
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Conflicts and related‑party review
- Governance & Nominating Committee (of which Brake is a member) oversees related party transactions; policy defined and active .
- No Regulation O extensions of credit to related parties in 2024; all related‑party loans (if any) subject to standard terms and approvals .
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Potential red flags
- None disclosed specific to Brake: no pledging disclosed, no interlocks, and no attendance shortfalls reported .
- Classified board could be viewed as entrenching, though WSFS allows cumulative voting and describes pathways for shareholder-driven change; mitigant for governance optics .
Overall: Brake’s committee leadership and oversight of a metrics‑driven, clawback‑backed executive pay program, combined with independent status, active multi‑committee service, and ownership above the director guideline, are supportive of board effectiveness and investor confidence .
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