Rodger Levenson
WSFS FINANCIALAbout Rodger Levenson
Rodger Levenson is Chairman, President and CEO of WSFS Financial Corporation; he became CEO on January 1, 2019 and Chairman on January 1, 2020, and is age 64 as of March 31, 2025 . Under his leadership, WSFS reported 2024 diluted EPS of $4.41, ROA of 1.27%, ROTCE of 17.91%, fee revenue mix of 32.5%, and net income of $263.7 million, while returning $131.2 million of capital to stockholders . Pay-versus-performance disclosure shows cumulative TSR improving to a $129.02 value of $100 invested since 12/31/2019 (2024), outpacing 2023 and 2022 levels and broadly tracking the KRX peer group .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| WSFS Financial | President & CEO | 2019–present | Led strategy, franchise optimization, and diversified fee growth; oversaw capital returns |
| WSFS Financial | Chairman | 2020–present | Board leadership; agenda-setting; committee chair appointments; community representation |
| WSFS Financial | EVP & COO | 2017–2018 | Enterprise operations leadership |
| WSFS Financial | EVP & Chief Corp. Dev. Officer | 2016–2017 | M&A and corporate development |
| WSFS Financial | EVP & Interim CFO | 2015–2016 | Financial leadership during transition |
| WSFS Financial | EVP & Chief Commercial Banking Officer | 2006–2015 | Commercial growth and risk management |
| Citizens Bank | SVP & Manager | 2003–2006 | Regional banking leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Chamber of Commerce for Greater Philadelphia | Board, Executive Committee, CEO Council for Growth | Current | Regional economic leadership |
| Delaware Prosperity Partnership | Board & Executive Committee | Current | State economic development |
| Federal Reserve Board’s Federal Advisory Council | Member | Current | National banking advisory |
| Children’s Hospital of Philadelphia | Corporate Council member | Current | Community engagement |
| Satell Institute for Corporate Social Responsibility | Executive Committee | Current | CSR leadership |
| Delaware Business Roundtable | Member | Current | State business policy |
| Former: Delaware Chamber of Commerce; Delaware Bankers Association (Chairman); United Way of Delaware | Various | Former | Prior civic leadership |
| Education | BBA Finance (Temple); MBA (Drexel); leadership courses at Wharton/CCL/Harvard | — | Credentials and leadership development |
Fixed Compensation
- No individual employment agreement; compensation set under WSFS policies and Leadership & Compensation Committee oversight; CEO pay is entirely plan-based without director fees .
- CEO pay mix: 78% of target total compensation is variable/at-risk (STI + LTI) .
| Base Salary | 2023 | 2024 | 2025 |
|---|---|---|---|
| Rodger Levenson ($) | $896,000 | $980,000 | $1,009,400 |
- Key benefits/perquisites include 401(k) match; development allowance up to $35,000 for CEO; minimal perquisites; no defined benefit pension .
Performance Compensation
Short-Term Incentive (STI) structure (2024)
- Weighting: Company score 100% for CEO; metrics equally weighted at 25% each (Adjusted ROA, Adjusted ROTCE, Adjusted EPS, Strategic Performance) .
- CEO target opportunity: 110% of base salary (threshold 55%, max 165%) .
| Metric (Company-wide) | Weight | 2024 Target | 2024 Actual (Adjusted) | Payout assessment |
|---|---|---|---|---|
| Adjusted ROA | 25% | 1.20% | 1.26% | Target+ |
| Adjusted ROTCE | 25% | 18.1% | 17.8% | Threshold+ |
| Adjusted EPS | 25% | $4.06 | $4.39 | Target+ |
| Strategic Performance | 25% | Qualitative | Target | Target |
CEO 2024 STI payout
| Base Salary | STI Target (%) | STI Target ($) | STI Payout (% of Target) | STI Payout ($) |
|---|---|---|---|---|
| $980,000 | 110% | $1,078,000 | 116% (committee table) / 115.5% (narrative) | $1,245,090 |
Long-Term Incentives (LTI) design
- Mix at target: 40% RSUs (time-vest, 3 equal annual tranches), 60% PSUs (3-year performance, cliff vest) .
- CEO LTI target sizing: RSUs 76% of salary; PSUs 114% at 50th percentile performance; PSUs pay 0%–200% of target based on cumulative Adjusted ROA vs KRX percentile (25th=50%, 50th=100%, 75th=150%, 100th=200%) .
CEO 2024 equity grants (granted 2/29/2024)
| Award | Shares/Units | Grant-date fair value ($) |
|---|---|---|
| RSUs | 17,571 | $744,835 |
| PSUs (target) | 26,355 | $1,631,126 |
| PSUs (25th/100th percentile scenarios) | 13,178 / 52,711 | — |
Compensation governance
- Independent consultant FW Cook engaged in 2024; 2024 say-on-pay approved by >87% of votes cast; clawback policy compliant with SEC/Nasdaq adopted Aug 2023; hedging prohibited; Rule 10b5-1 plans permitted under controls .
Equity Ownership & Alignment
Ownership and outstanding awards (as of Dec 31, 2024 / March 14, 2025)
- Beneficial ownership: 257,346 shares (including exercisable options); under 1% of outstanding .
- Exercisable options: 81,417 included in the above figure .
- Unvested awards at year-end 2024: RSUs 42,659; PSUs 102,042 .
- Options outstanding/expirations: 12,991 @ $43.28 exp. 2/28/2026; 34,740 @ $36.11 exp. 2/27/2027; 20,798 exercisable + 6,932 unvested @ $51.84 exp. 3/3/2028 .
- Upcoming vesting schedule for CEO RSUs: 4,504 (3/15/2025); 17,250 (4/15/2025); 15,048 (4/15/2026); 5,857 (4/15/2027). PSUs vest based on 3-year performance .
Stock ownership guidelines and trading policies
- Executive ownership guideline: CEO 60,000 vested shares; EVPs 15,000, within 5 years of role start .
- Hedging prohibited; 10b5-1 plans allowed subject to preclearance and window timing; no explicit pledging allowance disclosed in proxy .
Potential selling pressure indicators
- RSU vesting dates in 2025–2027 may coincide with Form 4 activity; company permits 10b5-1 plans under strict controls .
Employment Terms
- No individual employment contract; governed by Executive Severance Policy .
- Non-CIC termination (without Cause/for Good Reason): 24 months base salary and 24 months medical/dental premiums for CEO; outplacement up to $25,000 .
- CIC double-trigger (within 24 months): 3x base salary + most recent bonus; 36 months medical/dental; outplacement; best‑net cutback to avoid 280G excise tax .
CEO estimated benefits if terminated on 12/31/2024
| Scenario | Severance pay | Equity vesting value | Health benefits | Outplacement | Total |
|---|---|---|---|---|---|
| Without Cause / Good Reason (non‑CIC) | $1,960,000 | $5,710,583 | $28,661 | $25,000 | $7,724,244 |
| CIC double-trigger | $6,405,270 | $7,179,861 | $42,992 | — | $13,628,123 |
| Death | $500,000 | $5,710,583 | — | — | $6,210,583 |
| Disability | $514,000 | $5,710,583 | — | — | $6,224,583 |
Equity treatment on termination/CIC
- RSUs: full vest upon death, disability, or double-trigger CIC .
- PSUs: qualify for continued/maximum payout, as applicable—death/disability paid at actual results; double-trigger CIC pays at maximum; PSUs are subject to three-year performance and cliff vest .
Clawback
- SEC/Nasdaq-compliant clawback covering executives for three prior fiscal years upon required restatements; misconduct-based recovery also available (3-year lookback) .
Board Governance (Dual-role implications)
- Levenson is Chairman and CEO (combined roles since 2020), not independent; Board maintains a Lead Independent Director (Jennifer W. Davis) with robust responsibilities and independent committee structure; independence affirmed for all other directors .
- Committee roles: Chair of Executive Committee; routinely attends Audit, Governance & Nominating, and Leadership & Compensation at invitation (no voting, absent for sessions on himself) .
- Board/committee meeting cadence (2024): Board met 7 times; each director attended at least 75% of Board and committee meetings; committees met regularly in executive sessions .
- Director compensation: As an officer, he receives no additional director compensation .
Compensation & Director Pay History (CEO)
Summary Compensation Table (CEO)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 858,333 | 1,750 | 2,452,170 | 1,344,585 | 48,473 | 4,705,311 |
| 2023 | 891,668 | — | 2,049,748 | 872,256 | 45,470 | 3,859,142 |
| 2024 | 966,001 | — | 2,375,961 | 1,245,090 | 57,035 | 4,644,087 |
Director Compensation (context)
- Board cash/equity retainers disclosed for independent directors; Levenson excluded as CEO .
Say-on-Pay & Shareholder Feedback
- 2024 say‑on‑pay approval exceeded 87% of shares present or represented by proxy .
Compensation Peer Group & Targeting
- Custom peer group reviewed in 2023; base salaries targeted near 50th percentile; short-term and PSU targets aligned with 75th percentile KRX performance context .
Compensation Structure Observations
- High at-risk mix (78% for CEO) emphasizes pay-for-performance; shift away from stock options—no new options granted in 2024 (current practice is RSUs/PSUs); discretionary cash adjustments used sparingly for non-CEO NEOs for interim roles or strategic projects .
Performance & Track Record
2024 Operating Highlights
- NIM 3.82% (down 29 bps YoY); fee revenue +18% to $340.9M; efficiency ratio 60.9%; deposits +4%, noninterest deposits 29%; net loans +3%, loan-to-deposit 77% .
- Asset quality normalization: ACL coverage 1.62% including acquired credit marks; net charge-offs 40 bps of avg loans (27 bps ex-Upstart); delinquencies 92 bps; NPAs 61 bps of total assets .
- Wealth Management: Record fee revenue $149.2M, AUM/AUA near $90B, +6% AUM; Cash Connect fee revenue +38% YoY .
- Capital management: CET1 13.88%; returned 50% of reported earnings to shareholders .
Pay vs Performance (TSR and results)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| WSFS cumulative TSR (value of $100 from 12/31/2019) | $103.60 | $116.92 | $107.05 | $110.12 | $129.02 |
| KRX cumulative TSR (value of $100 from 12/31/2019) | $92.93 | $123.08 | $113.03 | $113.95 | $130.96 |
| Net Income (GAAP, $mm) | $114.8 | $271.4 | $222.4 | $269.2 | $263.7 |
| Adjusted ROA (%) | 0.77% | 1.86% | 1.40% | 1.38% | 1.26% |
Board Service Details (governance quality)
- Committee memberships: Chair, Executive Committee; attends Audit, Governance & Nominating, Leadership & Compensation at committee chairs’ discretion (no voting; excluded from discussions about his compensation) .
- Independence: Board determined all directors other than Levenson are independent under Nasdaq standards; Lead Independent Director in place since 2021 .
- Executive sessions: Independent directors meet in executive session at each Board and committee meeting; at least two independent-only meetings annually .
- Attendance: Each director attended ≥75% of Board and committee meetings in 2024 .
- Director compensation: No additional Board pay to the CEO .
Related-Party Transactions and Section 16 Compliance
- Insider lending subject to Regulation O; loans made on market terms; 2024 included no loans constituting extensions of credit under Regulation O requiring disclosure beyond policy; related-party transaction oversight via policy and Governance & Nominating Committee .
- No late Section 16(a) filings by CEO; one late Form 4 noted for another executive (Hopkins) due to a clerical error .
Equity Ownership Snapshot (alignment)
| Holder | Shares (incl. exercisable options) | % Outstanding |
|---|---|---|
| Rodger Levenson | 257,346 | <1% |
Ownership guidelines: CEO required to hold 60,000 vested shares; Board also has minimum director ownership guidelines; proxy does not explicitly state individual compliance status by executive .
Compensation Committee Analysis & Oversight
- L&CC members (2024): Francis B. Brake (Chair), Christopher T. Gheysens (Vice Chair), Karen Dougherty Buchholz, Nancy J. Foster, Lynn B. McKee, David G. Turner; all independent per Nasdaq and Rule 10C‑1 .
- Independent consultant: FW Cook retained in 2024; independence assessed; no conflicts found .
- Risk review: Compensation risk assessment determined programs do not encourage imprudent risk-taking; clawback and quality of earnings adjustments applied .
Investment Implications
- Alignment and incentive quality: High at-risk mix (78%) with balanced STI (ROA/ROTCE/EPS + strategic) and PSU design (3‑yr Adjusted ROA vs KRX) aligns pay with profitability and relative performance; no option grants in 2024 reduces upside convexity risk .
- Retention and supply overhang: Material unvested RSUs and PSUs through 2027 plus option expirations in 2026/2028 indicate ongoing retention hooks; watch RSU vesting dates (Mar/Apr each year) for potential Form 4 selling (often via 10b5‑1 plans) .
- Change-in-control economics: Rich CIC package (3x salary+bonus plus equity acceleration at maximum for PSUs) provides certainty but creates potential acquisition premium leakage to management; “best‑net” cutback mitigates 280G excise inefficiency .
- Governance: Combined Chair/CEO model balanced by a strong Lead Independent Director, independent core committees, and executive-session discipline; say‑on‑pay support >87% suggests investor acceptance of design and outcomes .
- Execution track record: Solid 2024 profitability and fee diversification, robust ROTCE (17.8% adjusted), and record Wealth/Cash Connect performance support incentive payouts; TSR recovery into 2024 aligns with pay vs performance disclosures .
Overall, compensation is tightly linked to profitability and relative performance (Adjusted ROA vs KRX), with meaningful unvested equity supporting retention; governance mitigants address dual Chair/CEO concerns. Monitor upcoming RSU vests and PSU performance windows for trading signals and assess sustainability of fee growth and capital return against risk-normalizing credit trends .