Michael Donahue
WSFS FINANCIALAbout Michael J. Donahue
Michael J. Donahue (age 66) is an independent director of WSFS Financial Corporation, serving since 2019 with a current term expiring in 2027. He brings deep risk management, technology strategy, public company oversight, and M&A expertise from a career in finance and accounting, including senior leadership at KPMG Consulting and multiple board roles. He holds bachelor’s degrees in Economics and History from the University of Pennsylvania and completed the International Management Program at the Wharton School. WSFS classifies him as independent under Nasdaq standards, and each director (including Donahue) attended at least 75% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG Consulting, Inc. | Group Executive VP & COO (post spin-off led by Donahue); Managing Partner, Consulting | 1991–2005 | Led consulting operations and spin-off; senior operating leadership |
| KPMG LLP (US); KPMG Consulting KK (Japan) | Board Member | n/a | Governance oversight at U.S. and Japan affiliates |
| KPMG Consulting AG (Germany, Austria, Switzerland) | Chairman, Supervisory Board | n/a | Led supervisory board for multiple countries |
| Beneficial Bancorp Inc. | Trustee and then Director | 2015–2019 | Public company board experience; predecessor entity to WSFS via merger |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Donahue Consulting, Inc. | Principal | 2015–Present | Advisory/consulting leadership |
| NewSpring Capital | Advisor | 2015–Present | Private equity/venture advisor (potential network interlocks to monitor) |
| Symphonic | Independent Director | 2022–Present | Independent directorship (company not identified as public in proxy) |
| SiteSpect | Independent Director | 2015–Present | Independent directorship |
| Gluware | Former Independent Director | 2021–2024 | Former directorship |
| Mobiquity | Former Independent Director | 2014–2020 | Former directorship |
| Villanova University | Member, Provost’s Board; endowed Donahue Family Analytics Program | n/a | Academic governance and philanthropy |
The proxy does not disclose any current public-company directorships for Donahue other than prior service at Beneficial Bancorp Inc. (2015–2019) .
Board Governance
- Committee assignments and roles (2024–2025):
- Audit Committee: Vice Chair; committee held 6 meetings in 2024 .
- Wealth Management Fiduciary Audit Committee: Member; 4 meetings in 2024. Proxy committee chart indicates Donahue as Vice Chair for this combined audit area (Audit and Wealth Management Fiduciary Audit) .
- Risk Committee: Member; 6 meetings in 2024; all members independent .
- Wealth Management Fiduciary Committee: Member; 6 meetings in 2024 (Chair: Eleuthère I. du Pont) .
- Independence and tenure: WSFS states all directors other than the CEO/Chair are independent; Donahue is marked independent with ~6 years of board service as of 3/31/2025 .
- Attendance and engagement: Board held 7 meetings in 2024; each director attended at least 75% of Board and relevant committee meetings; all directors attended last year’s annual meeting .
- Board structure: Combined CEO/Chair with a Lead Independent Director (Jennifer W. Davis) overseeing independent sessions and agenda setting; committees key to oversight (Audit, Risk, L&CC, Governance) are fully/majority independent as applicable .
- Classified board with three-year staggered terms; WSFS cites continuity benefits while acknowledging entrenchment perceptions; director resignation policy for uncontested elections requires offers to resign if receiving less than a majority .
Fixed Compensation
| Component (Non-Employee Directors; 2024) | Amount | Notes |
|---|---|---|
| Annual Board Retainer | $120,000 | $60,000 cash (paid in July) + $60,000 in WSFS common stock (granted based on closing price on Aug 9, 2024) . |
| Committee Chair Fees | $13,500 (Audit/WM Fid Audit); $11,000 (L&CC); $8,500 (Governance; Risk; WM Fid) | Paid to chairs; Executive Committee chair fee not paid to CEO/Chair . |
| Meeting/Committee Fees | $14,250 (Audit/WM Fid Audit); $7,500 (other committees) | Paid to non-Associate committee chairs and members for committee/special meetings . |
| Donahue—Fees Earned (Cash) | $89,250 | As reported for 2024 . |
| Donahue—Stock Awards (Grant-Date Fair Value) | $60,000 | ASC 718 fair value basis . |
| Donahue—Total Director Compensation | $149,250 | Cash + equity for 2024 . |
WSFS offers a Director Non-Qualified Deferred Compensation Plan for retainers and meeting fees (participant-funded; no company contributions for directors) .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-based metrics for director pay | None disclosed; director equity is an annual grant tied to the standard board retainer, not to performance goals . |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Donahue in the proxy . |
| Prior public company boards | Beneficial Bancorp Inc. (Trustee/Director, 2015–2019) . |
| Private/other boards | Symphonic (Independent Director, 2022–Present); SiteSpect (Independent Director, 2015–Present); Former: Gluware (2021–2024), Mobiquity (2014–2020) . |
| Potential interlocks/conflicts | Advisor to NewSpring Capital (private investment firm); monitor for any WSFS dealings with NewSpring portfolio companies; WSFS’ Governance & Nominating Committee oversees related-party transactions policy . |
Expertise & Qualifications
- Board-relevant expertise: Risk management; technology strategy and information systems; M&A at local and national levels; public and private company board governance .
- Education: BA in Economics and BA in History, University of Pennsylvania; International Management Program, Wharton School .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (incl. exercisable options) | 12,696 shares; <1% of outstanding shares . |
| Director stock ownership guideline | Minimum 5,000 shares for independent directors . |
| Compliance vs guideline | Meets guideline (12,696 > 5,000) . |
| Hedging policy | Insiders (directors/officers) prohibited from hedging WSFS stock . |
| 10b5-1 trading plans | Allowed if established in good faith during open window and reviewed by Legal; no amendments during blackout periods . |
Insider Trading & Section 16(a) Compliance (2024)
| Item | Disclosure |
|---|---|
| Late Section 16(a) filings for Donahue | None noted; proxy reports one late Form 4 in 2024 for Jamie Hopkins (not Donahue) due to a clerical error . |
| Company note on Section 16 compliance | Directors/officers must file timely Forms 3/4/5; Company reviewed copies and noted only the one late filing referenced above . |
Related-Party Oversight and Exposure
- Policy and oversight: Governance & Nominating Committee reviews all related party transactions >$120,000 for conflicts of interest; formal Related Party Transaction Policy in place .
- Director/officer loans: WSFS Bank reports no extensions of credit under Regulation O during 2024; any >$500,000 require Board pre-approval with interested director recused .
- Auditor independence and fees overseen by Audit Committee (Donahue Vice Chair); KPMG audit-related/tax fees disclosed; no “all other fees” in 2024/2023 .
Governance Assessment
- Positive signals:
- Strong committee engagement: Donahue serves as Audit Vice Chair and on multiple risk/wealth committees—high-touch oversight in key risk, audit and fiduciary areas .
- Independence and attendance: Independent under Nasdaq rules; directors met ≥75% attendance; supports board effectiveness .
- Ownership alignment: Holds 12,696 shares, exceeding the 5,000-share director guideline; hedging prohibited—alignment with shareholder interests .
- Related-party controls: Explicit policy and 2024 disclosure of no Reg O extensions; Board pre-approval safeguards .
- Watch items / potential risks:
- Board structure: Classified board and combined CEO/Chair could raise entrenchment/oversight concerns despite presence of a Lead Independent Director and robust independent committees .
- External affiliations: Advisory role at NewSpring Capital and multiple private directorships increase network breadth; monitor for any transactions with related entities under the Related Party Transaction Policy framework .
- Pledging disclosure: Proxy discloses hedging prohibition; no explicit mention of pledging restrictions—monitor for future disclosures or policy updates .
Bottom line: Donahue brings seasoned audit/risk oversight and technology/M&A expertise, holds a vice chair role in Audit, and exceeds ownership guidelines—factors supportive of board effectiveness and investor confidence. Structural governance features (classified board; combined Chair/CEO) warrant continued monitoring, but committee independence, attendance, and related-party controls mitigate key risks .