Michelle Hong
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
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Trust (Philadelphia office) | Founding Partner and Co-Head | Not disclosed | Built and led regional franchise; financial services leadership |
| Brown Brothers Harriman | Senior roles | 13 years | Institutional wealth and banking expertise |
| Private Legal Practice | Counsel (Stradley Ronon) | Recent return | Legal counsel; regulatory and governance perspective |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PECO (Exelon company) | Corporate Director | Not disclosed | Utility oversight; regulated industry governance |
| NACD Philadelphia | Vice Chair-elect | Not disclosed | Board effectiveness, governance standards leadership |
| Main Line Health | Board service | Not disclosed | Community health governance, fiduciary oversight |
| Philabundance | Board service | Not disclosed | Community 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
| Component | Amount | Notes |
|---|---|---|
| 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 | $25,000 | If serving in that role (not applicable to Ms. Hong at appointment) |
| Committee Chair Fees | Audit/WM Fiduciary Audit: $13,500; Leadership & Compensation: $11,000; Governance & Nominating: $8,500; Risk: $8,500; WM Fiduciary: $8,500 | Paid to non‑Associate chairs |
| Committee/ Special Meeting Fees | Audit/WM Fiduciary Audit: $14,250; Others: $7,500 | For non‑Associate committee chairs/members; excludes regular Board meetings |
| Deferred Compensation Plan | Available | Non‑qualified plan allows directors to defer retainer/fees; Company has not made employer contributions for directors |
Performance Compensation
| Component | Grant mechanics | Vesting/Performance |
|---|---|---|
| Annual Equity Grant (Directors) | WSFS issues common stock valued at $60,000 annually | Director 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/Org | Public Company? | Role | Potential Interlock/Conflict |
|---|---|---|---|
| PECO (Exelon) | Exelon is public; PECO is a subsidiary | Corporate Director | No related‑party transactions requiring Item 404(a) disclosure at appointment |
| NACD Philadelphia | Non‑profit | Vice Chair-elect | Governance leadership; no transactional exposure indicated |
| Main Line Health | Non‑profit | Board service | Community focus; no transactional exposure indicated |
| Philabundance | Non‑profit | Board service | Community 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
| Policy | Requirement | Status |
|---|---|---|
| Director Stock Ownership Guidelines | Independent Board members must hold a minimum of 5,000 shares of WSFS common stock | Ms. 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) .