Jennifer Davis
WSFS FINANCIALAbout Jennifer W. Davis
Jennifer W. Davis (age 54) is WSFS’s Lead Independent Director (since July 2021) and has served on the Board since 2009, with 16 years of tenure as of March 31, 2025 . She is Executive Vice President and Chief Operating Officer at the University of Virginia, overseeing finance, HR, treasury, facilities, audit, compliance, enterprise risk, technology, public safety, and auxiliary services (2018–present) . She holds a bachelor’s and master’s in policy analysis from Penn State .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Virginia | EVP & COO | 2018–present | Oversight of finance, HR, treasury, facilities, audit, compliance, ERM, technology, public safety, auxiliary services |
| George Mason University | SVP & CFO | 2013–2018 | Financial leadership and oversight |
| University of Delaware | VP for Finance & Administration | 2008–2013 | Institutional finance/administration |
| State of Delaware | Cabinet Secretary–Director, OMB; Budget Director; Deputy/Associate Secretary of Education | 2002–2008 | State budgeting; policy/administration |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Virginia | EVP & COO | 2018–present | Current operating executive role; extensive ERM and technology oversight |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent under Nasdaq standards; Davis is independent .
- Lead Independent Director responsibilities: Presides when the Chair is absent; meets with independent directors; approves agendas; oversees annual Board self-evaluation; consults/communicates with major stockholders .
- Committee leadership and membership:
- Chair, Governance & Nominating Committee; 4 meetings in 2024 .
- Chair, Risk Committee; 6 meetings in 2024 .
- Member, Executive Committee; 10 meetings in 2024 .
- Lead Independent Director of the Board .
- Executive sessions: Independent directors meet in executive session at each Board and committee meeting, plus at least twice per year independently .
- Attendance: The Board met 7 times in 2024; each director attended at least 75% of Board and committee meetings, and all directors attended the prior Annual Meeting .
- Transition: The Lead Independent Director fee continues through June 30, 2025; Christopher T. Gheysens will assume Lead Director effective July 1, 2025, subject to Annual Meeting results .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board retainer (cash portion) | $60,000 (paid in July 2024) | Part of $120,000 total retainer (cash + stock) |
| Lead Independent Director fee | $25,000 (2024) | Incremental for Lead role |
| Committee chair fees | $8,500 (Governance) + $8,500 (Risk) | Chair fees per committee |
| Committee membership fees | $7,500 (Governance), $7,500 (Risk), $7,500 (Executive) | Per-committee fees |
| 2024 fees earned or paid in cash (actual) | $124,500 | Davis deferred all 2024 fees into the non-qualified plan |
Performance Compensation
| Equity Component | Grant Date | Form | Amount |
|---|---|---|---|
| Annual director equity | Second Friday in August 2024 | WSFS common stock (not options/RSUs) | $60,000 (value based on Nasdaq close) |
| 2024 director stock awards (reported) | 2024 | Common stock | $60,000 |
WSFS does not utilize performance-based equity for non-employee directors; annual equity is a fixed-value common stock grant. Hedging of Company stock by insiders (including directors) is prohibited under the Insider Trading Policy .
Other Directorships & Interlocks
| Company/Organization | Role | Notes |
|---|---|---|
| None disclosed (public companies) | — | WSFS requires written Board approval for directors to serve on other public company boards; caps at ≤3 public boards (≤2 if also a CEO) . No other public company directorships are disclosed for Davis in the proxy . |
Expertise & Qualifications
- Human capital, technology, finance, risk management, and executive leadership; robust ERM and large-organization technology oversight experience (UVA COO scope) .
- Prior state government budget, OMB, and education policy roles add public-sector financial governance credentials .
- Education: BA and master’s in policy analysis from Penn State .
Equity Ownership
| Holder | Shares Beneficially Owned (incl. exercisable options) | % of Shares Outstanding | Ownership Guidelines | Compliance |
|---|---|---|---|---|
| Jennifer W. Davis | 25,077 | <1% (starred in proxy) | Independent directors must hold ≥5,000 shares | Meets guideline |
- Directors and officers as a group (18 persons): 640,059 shares, 1.10% of outstanding .
- Outstanding shares at record date: 58,000,798 .
- Hedging prohibited; Rule 10b5-1 trading plans permitted only per policy requirements .
Governance Assessment
- Strengths
- Independent director with 16 years of service and institutional memory; serves as Lead Independent Director and chairs two core oversight committees (Governance & Nominating; Risk), signaling strong influence on board effectiveness and risk oversight .
- Active investor engagement responsibilities embedded in Lead Independent Director role and Board communication practices (e.g., A View from the Boardroom; investor outreach) .
- Documented independence; robust committee meeting cadence (Governance: 4; Risk: 6; Executive: 10 in 2024) .
- Ownership alignment: holds 25,077 shares, exceeding the 5,000-share guideline; cash fees deferred in 2024, indicating long-term alignment focus .
- Potential conflicts and related-party exposure
- Governance & Nominating Committee reviews related-party transactions; policy applies Board oversight and Regulation O standards; no Regulation O extensions of credit in 2024 (reduces conflict risk) .
- Signals for investor confidence
- Board-level say-on-pay support was >87% in 2024, suggesting shareholder confidence in governance and pay alignment; Leadership & Compensation Committee independence confirmed .
- Consistent attendance expectations and fulfillment across directors; independent executive sessions routine .
- Notable changes
- Lead Independent Director role scheduled to transition to Christopher T. Gheysens effective July 1, 2025 (post-Annual Meeting), which may modestly re-balance board leadership dynamics; Davis remains a key committee chair .
Red Flags
- None disclosed regarding pledging, hedging, related-party transactions for Davis; hedging prohibited; no Reg O extensions in 2024 .
- No committee interlocks or insider participation concerns disclosed for WSFS committees .