Lynn McKee
WSFS FINANCIALAbout Lynn B. McKee
Lynn B. McKee (age 69) is an independent director of WSFS Financial Corporation, serving since 2022; her current term expires in 2027. She is the retired Executive Vice President and Chief Human Resources Officer (CHRO) of Aramark, bringing deep expertise in HR, compensation, benefits, crisis management, governance, and executive leadership; she holds a B.S. in Accounting (St. Joseph’s University) and an MBA (Drexel) . WSFS’ Board has determined that all directors other than the CEO are independent under Nasdaq standards, and each director attended at least 75% of Board and committee meetings in 2024; all directors attended last year’s annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aramark | EVP, Chief Human Resources Officer; prior roles incl. Director of Employee Relations; VP Corporate HR; SVP HR, Aramark Global Food, Hospitality & Facility Services | 1980–2024 (over 40 years) | Led executive development and compensation; oversaw Corporate Communications, DEI, Sustainability, Community Relations, Corporate Real Estate, Air and Meeting Services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vestis (formerly Aramark Uniform Services) | Director | 2023–present | Public company background noted via affiliation; proxy lists board service |
| Highmark Inc. | Director | 2024–present | Board service at major health insurer |
| Bryn Mawr Bank Corporation / The Bryn Mawr Trust Company | Former Director | Prior to WSFS service | Historical banking governance experience |
| St. Joseph’s University | Board of Trustees | 2007–2016 | Non-profit, higher education governance |
Board Governance
- Independence and engagement: Independent under Nasdaq standards; WSFS requires 75%+ attendance—met by all directors in 2024; all directors attended last year’s annual meeting .
- Committee assignments (member, not chair): Leadership and Compensation Committee; Governance and Nominating Committee .
- Committee effectiveness and cadence (2024 meetings): Leadership and Compensation (6); Governance and Nominating (4). Both committees are fully independent per WSFS policy .
- Leadership structure and oversight: Board chaired by CEO; Lead Independent Director role in place to ensure independent oversight (Lead Independent Director: Jennifer W. Davis) .
- Related-party controls: Governance & Nominating oversees all related-party transactions; no loans constituting extensions of credit under Regulation O in 2024; loans to insiders, if any, must be on market terms and within regulatory limits .
- Shareholder engagement signals: 2024 say-on-pay approved by more than 87% of shares present/represented, underpinning compensation governance credibility; FW Cook retained as independent comp consultant with independence assessment; no comp committee interlocks .
Fixed Compensation (Director)
| Component | Structure | 2024 Amount (McKee) |
|---|---|---|
| Annual cash retainer | $60,000 cash (paid in July) | $60,000 (part of cash total) |
| Committee membership fees | $7,500 per committee for Governance & Nominating; $7,500 for Leadership & Compensation | ~$15,000 (2 committees) |
| Total fees earned (cash) | Sum of cash retainer + committee fees | $75,000 |
| Board equity retainer | $60,000 in WSFS common stock, valued at closing price on second Friday in August 2024 | $60,000 |
| Total 2024 director comp | Cash + equity | $135,000 |
Notes: Board retainer design targeted near median of custom peer group; independent directors may defer fees via non-qualified plan (McKee not indicated as deferring in 2024) .
Performance Compensation
- Structure: Directors receive an annual equity grant ($60,000), typically via common stock issuance; director pay does not include performance-linked metrics (no options or PSUs for directors disclosed in 2024) .
- Grant specifics (plan feature): Equity amount based on market price on designated August date (second Friday in August 2024) .
| Equity Award Detail (Director) | Grant Basis | 2024 Value |
|---|---|---|
| Annual equity retainer | Closing price on second Friday in August 2024 | $60,000 |
Other Directorships & Interlocks
| Company/Organization | Sector | Role | Potential Interlock/Exposure |
|---|---|---|---|
| Vestis (formerly Aramark Uniform Services) | Business services/uniforms | Director | No related-party transactions with WSFS disclosed |
| Highmark Inc. | Health insurance | Director | No related-party transactions with WSFS disclosed |
| Bryn Mawr Bank Corporation / BMT | Banking | Former Director | Historical governance experience; no current related-party exposure disclosed |
WSFS policy limits public company board seats to ≤3 (≤2 for sitting CEOs) and requires Board approval—supports oversight of external commitments .
Expertise & Qualifications
- Core expertise: Human capital/compensation/benefits; executive development; crisis management; corporate governance; public company oversight .
- Education: B.S. Accounting (St. Joseph’s University); MBA (Drexel University) .
- Committee-relevant skill: Leadership and Compensation Committee member; contributes to pay philosophy, risk-balanced incentive design, and consultant oversight; committee fully independent with no interlocks and uses FW Cook as independent advisor .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Ownership Guideline | Compliance |
|---|---|---|---|---|
| Lynn B. McKee | 15,421 | <1% | Directors must hold at least 5,000 shares of vested common stock | Meets guideline |
Notes: Beneficial ownership as of March 14, 2025; director guideline applies to independent directors; WSFS prohibits insider hedging; 10b5-1 plans allowed under policy controls .
Governance Assessment
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Key positives for investor confidence:
- Independent director with strong HR/compensation credentials seated on the two governance-critical committees (Leadership & Compensation; Governance & Nominating), both fully independent and active (6 and 4 meetings, respectively) .
- Solid engagement: board/committee attendance thresholds met; annual meeting attendance; presence of Lead Independent Director; regular executive sessions .
- Alignment: Meaningful personal holding (15,421 shares) exceeding director ownership guideline; equity retainer enhances shareholder alignment; hedging prohibited .
- Compensation governance: Strong say-on-pay support (87%+), independent consultant (FW Cook) with no conflicts; no committee interlocks; clawback policy aligned with SEC/Nasdaq .
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Conflicts and related-party exposure:
- WSFS’ Related Party Transaction Policy subjects all such transactions to Governance & Nominating oversight; 2024 disclosure indicates no loans triggering Reg O extension-of-credit thresholds; no McKee-specific related-party transactions disclosed .
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Workload/overboarding:
- WSFS policy caps public boards at ≤3; McKee’s disclosed boards (WSFS, Vestis, Highmark) appear within policy; Board approval required for additional public boards, mitigating overboarding risk .
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RED FLAGS
None disclosed: no attendance shortfalls, no related-party transactions, no hedging, and board service appears within policy limits .
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Implication: McKee’s background and committee assignments support robust oversight of talent and pay practices. Her equity holdings and policy framework (ownership guidelines, no-hedging, clawbacks) reinforce alignment and governance discipline, with no disclosed conflicts or red flags that would undermine investor confidence .