Nancy Foster
WSFS FINANCIALAbout Nancy Foster
Nancy J. Foster, 63, is an independent director of WSFS Financial Corporation, serving since 2020 with her current term expiring in 2026. She brings deep expertise in commercial banking, enterprise risk management, and credit from prior CRO and EVP roles, and most recently served as President & CEO of The Risk Management Association (RMA) through December 2023. Foster holds dual bachelor’s degrees in Finance and Economics from Illinois State University and an MBA in Finance and Strategy from the University of Chicago Booth School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Risk Management Association (RMA) | President & CEO | 2017–Dec 2023 | Led risk management thought leadership and industry best practices |
| Park Sterling Bank | EVP, Chief Risk Officer; Head of Personal Financial Services | 2010–2017 | Enterprise risk oversight; consumer banking leadership |
| CIT Group, Inc. | Chief Risk Officer | 2007–2010 | Enterprise risk management across lending/credit portfolios |
| LaSalle Bank Corporation | Group SVP; roles in middle market lending and credit risk management | 1983–2006 | Credit risk; middle market lending; business transformation |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| RMA | President & CEO | 2017–Dec 2023 | Industry association; not a public company directorship |
No other public company board service is disclosed for Foster .
Board Governance
- Independence: The Board determined all directors serving in 2024 (except the CEO/Chair) are independent under Nasdaq standards; Foster is listed as independent .
- Committee assignments and leadership:
- Audit Committee – Member; 6 meetings in 2024
- Leadership & Compensation Committee – Member; 6 meetings in 2024
- Risk Committee – Vice Chair and Member; 6 meetings in 2024
- Wealth Management Fiduciary Audit Committee – Member; 4 meetings in 2024
- Attendance: Directors are expected to attend ≥75% of meetings; in 2024 each director met ≥75% attendance for Board and committees, and all directors attended the prior Annual Meeting. The Board held 7 meetings in 2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $89,250 | Foster contributed all fees to the non-qualified deferred compensation plan |
| Stock Awards (2024) | $60,000 | Aggregate grant-date fair value under ASC 718 |
| Total (2024) | $149,250 | Sum of cash fees and stock awards |
| Board Fee Schedule (Non-Employee Directors) | Amount | Structure/Notes |
|---|---|---|
| Annual Board Retainer | $120,000 | $60,000 cash paid in July; $60,000 in WSFS common stock based on Nasdaq closing price on the second Friday in August 2024 |
| Lead Independent Director Fee | $25,000 | Paid to Lead Independent Director (role changing July 1, 2025) |
| Committee Chair Fees – Audit/WM Fiduciary Audit | $13,500 | Per chair per year |
| Committee Chair Fees – Governance & Nominating | $8,500 | Per chair per year |
| Committee Chair Fees – Leadership & Compensation | $11,000 | Per chair per year |
| Committee Chair Fees – Risk | $8,500 | Per chair per year |
| Committee Chair Fees – Wealth Mgmt Fiduciary | $8,500 | Per chair per year |
| Committee & Special Meeting Fees – Audit/WM Fiduciary Audit | $14,250 | Paid to non-Associate committee members/chairs (excludes regular Board meetings) |
| Committee & Special Meeting Fees – Other Committees | $7,500 | Governance, Executive, Risk, L&C, Wealth Mgmt Fiduciary |
| Director Deferred Compensation Plan | — | Allows deferral of retainers/fees; company has discretion but has not contributed for directors |
Performance Compensation
- Directors receive annual common stock grants; no performance-conditioned equity (e.g., PSUs) or options for directors are disclosed. No director performance metrics (TSR, ROA/ROE targets) apply to non-employee directors’ compensation .
- Executive incentive metrics (for context, not applicable to directors): 2024 STI metrics were Adjusted ROA, Adjusted ROTCE, Adjusted EPS, and Strategic Performance (25% each; 80% company-wide weight); LTI uses RSUs and PSUs measured on 3-year cumulative Adjusted ROA vs KRX. These do not govern director pay .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company directorships | None disclosed for Foster |
| Interlocks/affiliations | Another director (Anat Bird) leads SCB Forums, LTD, a division of RMA; Foster previously led RMA. Not a public company interlock; governance review of related party transactions resides with Governance & Nominating Committee |
Expertise & Qualifications
- Core credentials: Enterprise risk management, commercial lending, credit risk, and business transformation across bank institutions .
- Education: BA/BS in Finance and Economics (Illinois State University); MBA in Finance and Strategy (Chicago Booth) .
- Board skill coverage includes risk oversight, capital/liquidity risk, cybersecurity, and regulatory reports review through the Risk Committee .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Nancy J. Foster | 7,479 | <1% | As of March 14, 2025; beneficial ownership per Rule 13d-3; options not specified for Foster |
| Director Ownership Guideline | 5,000 shares (minimum) | — | Independent directors must hold ≥5,000 shares; Foster exceeds guideline |
Governance Assessment
- Strengths:
- Deep risk credentials align with vice chair role on Risk Committee; multi-committee engagement (Audit, L&C, WM Fiduciary Audit) supports board effectiveness .
- Independence affirmed under Nasdaq standards; Board runs regular executive sessions and third-party board evaluations (last in 2024) .
- Strong attendance expectations met in 2024; robust committee activity (Audit 6; Risk 6; L&C 6; WM Fiduciary Audit 4) .
- Ownership alignment: exceeds 5,000-share director guideline; receives $60k equity annually, and voluntarily defers all cash fees, signaling long-term alignment .
- Potential conflicts/related-party exposure:
- No material related-party loans; extensions of credit requiring Reg O pre-approval were none in 2024. Governance & Nominating Committee oversees related party transactions .
- RMA affiliation overlap with another director is not a disclosed conflict; Board caps public company board service and requires approvals to avoid overload/conflicts .
- RED FLAGS: None disclosed specific to Foster. No late Section 16 filings noted for directors in 2024 except one unrelated executive; no director hedging/pledging issues disclosed; no option repricing, tax gross-ups for directors, or say-on-pay anomalies affecting director oversight are reported .
Implications: Foster’s risk and credit background, vice chair role on Risk, and cross-membership on Audit and L&C give her direct influence over WSFS’s risk appetite, internal controls, and human capital oversight—key for investor confidence in a regional bank context. Her equity holdings above the guideline and deferral of cash fees further align incentives with long-term shareholder value .