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Michelle Hong

Director at WSFS FINANCIALWSFS FINANCIAL
Board

About Michelle Hong

Michelle Hong was appointed to WSFS Financial Corporation’s Board of Directors effective December 1, 2025; the Board states she is independent and will stand for election at the 2026 Annual Meeting of Stockholders . She holds a JD from Harvard Law School and a BA from Duke University, and brings deep financial and legal expertise from senior roles at Northern Trust and Brown Brothers Harriman, alongside corporate governance experience at PECO (Exelon) and NACD Philadelphia . Her appointment increases WSFS’ Board to 12 members, 11 of whom are independent, including Ms. Hong .

Past Roles

OrganizationRoleTenureCommittees/Impact
Northern Trust (Philadelphia office)Founding Partner and Co-HeadNot disclosedBuilt and led regional franchise; financial services leadership
Brown Brothers HarrimanSenior roles13 yearsInstitutional wealth and banking expertise
Private Legal PracticeCounsel (Stradley Ronon)Recent returnLegal counsel; regulatory and governance perspective

External Roles

OrganizationRoleTenureCommittees/Impact
PECO (Exelon company)Corporate DirectorNot disclosedUtility oversight; regulated industry governance
NACD PhiladelphiaVice Chair-electNot disclosedBoard effectiveness, governance standards leadership
Main Line HealthBoard serviceNot disclosedCommunity health governance, fiduciary oversight
PhilabundanceBoard serviceNot disclosedCommunity impact; nonprofit governance

Board Governance

  • Independence: WSFS states Ms. Hong is independent; no arrangements/understandings led to her selection and no related-party transactions under Item 404(a) are disclosed .
  • Committee assignments: To be determined; she will receive standard non-employee director cash and equity compensation prorated from her appointment date .
  • Board structure: Classified Board, strong independent leadership with a Lead Independent Director; core committees include Audit, Governance & Nominating, Leadership & Compensation, Risk, and Wealth Management committees .
  • Attendance expectation: Directors are expected to attend at least 75% of Board and committee meetings; in 2024 each director met this threshold (Board held 7 meetings) .
  • Shareholder sentiment: 2025 say‑on‑pay passed with 50,307,809 “For”, 796,175 “Against”, 38,083 “Abstain” .

Fixed Compensation

ComponentAmountNotes
Annual Board Retainer$120,000$60,000 cash (paid in July) + $60,000 in WSFS common stock (issued annually); Ms. Hong’s compensation will be prorated from Dec 1, 2025
Lead Independent Director Fee$25,000If serving in that role (not applicable to Ms. Hong at appointment)
Committee Chair FeesAudit/WM Fiduciary Audit: $13,500; Leadership & Compensation: $11,000; Governance & Nominating: $8,500; Risk: $8,500; WM Fiduciary: $8,500Paid to non‑Associate chairs
Committee/ Special Meeting FeesAudit/WM Fiduciary Audit: $14,250; Others: $7,500For non‑Associate committee chairs/members; excludes regular Board meetings
Deferred Compensation PlanAvailableNon‑qualified plan allows directors to defer retainer/fees; Company has not made employer contributions for directors

Performance Compensation

ComponentGrant mechanicsVesting/Performance
Annual Equity Grant (Directors)WSFS issues common stock valued at $60,000 annuallyDirector equity is a fixed grant; no director‑specific performance metrics disclosed; Ms. Hong’s grant will be prorated from her appointment date

WSFS governance policies emphasize pay-for-performance for executives, but non‑employee director compensation consists of cash retainers, committee fees, and fixed annual equity grants rather than performance‑conditioned awards .

Other Directorships & Interlocks

Company/OrgPublic Company?RolePotential Interlock/Conflict
PECO (Exelon)Exelon is public; PECO is a subsidiaryCorporate DirectorNo related‑party transactions requiring Item 404(a) disclosure at appointment
NACD PhiladelphiaNon‑profitVice Chair-electGovernance leadership; no transactional exposure indicated
Main Line HealthNon‑profitBoard serviceCommunity focus; no transactional exposure indicated
PhilabundanceNon‑profitBoard serviceCommunity focus; no transactional exposure indicated

Expertise & Qualifications

  • Legal and regulatory: JD from Harvard Law School; counsel at Stradley Ronon; early career in private legal practice .
  • Financial services: Founding partner and co‑head at Northern Trust (Philadelphia); 13 years at Brown Brothers Harriman .
  • Corporate governance: Director at PECO; NACD Philadelphia Vice Chair-elect .
  • Community engagement: Board service at Main Line Health and Philabundance; recognized for professional and civic achievements .

Equity Ownership

PolicyRequirementStatus
Director Stock Ownership GuidelinesIndependent Board members must hold a minimum of 5,000 shares of WSFS common stockMs. Hong’s appointment effective Dec 1, 2025; individual ownership not yet disclosed; compliance expected per guideline
  • Hedging/Pledging: WSFS Insider Trading Policy prohibits hedging; 10b5‑1 trading plans permitted under strict conditions .

Governance Assessment

  • Positives:
    • Clear independence and absence of related‑party transactions at appointment support investor confidence .
    • Legal and financial sector expertise plus utility governance experience strengthen Board risk oversight and regulatory competence .
    • Director compensation aligned with WSFS’ median peer levels and balanced cash/equity mix; equity fosters ownership alignment .
    • Board policies include robust related‑party oversight, hedging prohibitions, and strong independent committee structures .
  • Watch items:
    • Committee assignments pending; investors should monitor placement (Audit, Risk, Governance) for optimal utilization of her skill set .
    • Ownership guideline compliance and any future Form 3/4 filings to track alignment; trading plan adherence under 10b5‑1 .

RED FLAGS

  • None identified at appointment (Item 404(a) confirms no related‑party transactions; independence affirmed) .