SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Under Rule 14a-12
WSFS
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(Name of Registrant as Specified in Its Charter)
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/X/ No fee required
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1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
___________________________________________________________________________
4) Date Filed:
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WSFS FINANCIAL CORPORATION
838 Market Street
Wilmington, Delaware 19801
(302) 792-6000
March 22, 2002
Dear Stockholder:
I am pleased to invite you to attend the Annual Meeting of Stockholders of WSFS
Financial Corporation (the "Company"), to be held at the Delaware National
Country Club (formerly the Hercules Country Club), 400 Hercules Road,
Wilmington, Delaware 19808 on Thursday, April 25, 2002 at 4:00 p.m. At this
meeting, stockholders will be asked to consider a proposal to re-elect three
directors whose terms are expiring.
Your vote is important regardless of how many shares of Company stock you own.
If you hold stock in more than one account or name, you will receive a proxy
card for each account. Please sign and return each card since each represents a
separate number of shares. Postage-paid envelopes are provided for your
convenience.
You are cordially invited to attend the Annual Meeting. REGARDLESS OF WHETHER
YOU PLAN TO ATTEND THE ANNUAL MEETING, WE URGE YOU TO SIGN, DATE AND RETURN THE
ENCLOSED PROXY CARD AS SOON AS POSSIBLE. This will not prevent you from voting
in person but will assure that your vote is counted if you are unable to attend
the meeting.
Sincerely,
Marvin N. Schoenhals
Chairman, President and
Chief Executive Officer
WSFS FINANCIAL CORPORATION
838 Market Street
Wilmington, Delaware 19801
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on April 25, 2002
To the Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of WSFS Financial
Corporation (the "Company") will be held at the Delaware National Country Club,
400 Hercules Road, Wilmington, Delaware 19808 on Thursday, April 25, 2002, at
4:00 p.m., for the purpose of considering and acting upon the following:
1. Election of three directors for terms of three years each.
2. Such other matters as may properly come before the meeting or any
adjournment thereof.
Any action may be taken on any one of the foregoing proposals at the Annual
Meeting on the date specified above or any date or dates to which, by original
or later adjournment, the Annual Meeting may be adjourned. The Board of
Directors has fixed the close of business on March 15, 2002, as the record date
for the determination of stockholders entitled to notice of and to vote at the
meeting and any adjournment thereof.
You are requested to fill in and sign the enclosed form of proxy which is
solicited by the Board of Directors and to mail it promptly in the enclosed
envelope. The proxy will not be used if you attend and vote at the Annual
Meeting.
By Order of the Board of Directors,
Mark A. Turner
Chief Operating Officer,
Chief Financial Officer and Secretary
March 22, 2002
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE YOUR COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
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WSFS FINANCIAL CORPORATION
838 Market Street
Wilmington, Delaware 19801
(302) 792-6000
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 25, 2002
This Proxy Statement and the accompanying proxy card are being furnished to
stockholders of WSFS Financial Corporation (the "Company") by the Board of
Directors in connection with the solicitation of proxies for use at the Annual
Meeting of Stockholders of the Company to be held on April 25, 2002, and at any
adjournments or postponements thereof (the "Annual Meeting"). This Proxy
Statement and the accompanying proxy card are first being mailed to stockholders
on or about March 22, 2002.
VOTING AND REVOCABILITY OF PROXIES
Proxies solicited by the Board of Directors of the Company will be voted in
accordance with the directions given therein. Where no instructions are
indicated, proxies will be voted FOR the nominees for directors as set forth.
The proxy confers discretionary authority on the persons named therein to vote
with respect to the election of any person as a director where the nominee is
unable to serve or for good cause will not serve, and with respect to matters
incident to the conduct of the Annual Meeting. If any other business is
presented at the Annual Meeting, proxies will be voted by those named therein in
accordance with the determination of a majority of the Board of Directors.
Proxies marked as abstentions will not be counted as votes cast. In addition,
shares held in street name which have been designated by brokers on proxy cards
as not voted will not be counted as votes cast. Proxies marked as abstentions or
as broker no votes will be treated as shares present for purposes of determining
whether a quorum is present.
Stockholders who execute proxies retain the right to revoke them at any time.
Unless so revoked, the shares represented by properly executed proxies will be
voted at the Annual Meeting and any adjournments or postponements thereof.
Proxies may be revoked by written notice to the Secretary of the Company at the
address above or by the filing of a later dated proxy prior to a vote being
taken on the proposal at the Annual Meeting. A proxy will not be voted if a
stockholder attends the Annual Meeting and votes in person. The presence of a
stockholder at the Annual Meeting will not revoke such stockholder's proxy.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The securities entitled to vote at the Annual Meeting consist of the Company's
common stock, $.01 par value per share (the "Common Stock"), the holders of
which are entitled to one vote for each share of Common Stock held except in
elections of directors, in which holders have cumulative voting rights. The
close of business on March 15, 2002 has been fixed as the record date for
determination of stockholders entitled to notice of and to vote at the Annual
Meeting (the "Record Date"). As of the Record Date, the Company had 9,116,542
shares of Common Stock outstanding. The presence, in person or by proxy, of the
holders of a majority of the outstanding shares of Common Stock entitled to vote
at the Annual Meeting is required for a quorum.
1
Stock Ownership of Certain Beneficial Owners
Persons and groups beneficially owning in excess of 5% of the Common Stock are
required to file certain reports with respect to such ownership pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The following
table sets forth, as of the Record Date, certain information as to those persons
who have filed the reports required of persons beneficially owning more than 5%
of the Common Stock or who were known to the Company to beneficially own more
than 5% of the Company's Common Stock outstanding at the Record Date.
Amount and Nature
Of Beneficial Percent
Name Ownership (1) of Class
- ---- ------------- --------
R. Ted Weschler (2) 1,248,011 shares 13.64%
Peninsula Capital Advisors, LLC
Peninsula Partners, L.P.
404 B East Main Street
Charlottesville, VA 22902
Wellington Management Company, LLP (3) 955,500 shares 10.45%
75 State Street
Boston, MA 02109
Quaker Capital Management Corporation (4) 920,225 shares 10.06%
401 Wood Street, Suite 1300
Pittsburgh, PA 15222
(1) In accordance with Rule 13d-3 under the Exchange Act, a person is
deemed to be the beneficial owner, for purposes of this table, of any
shares of Common Stock if he or she has or shares voting or investment
power with respect to such Common Stock or has a right to acquire
beneficial ownership at any time within 60 days from the Record Date.
As used herein, "voting power" is the power to vote or direct the
voting of shares and "investment power" is the power to dispose or
direct the disposition of shares. Except as otherwise noted, ownership
is direct, and the named individuals and group exercise sole voting
power over the shares of the Common Stock.
(2) Includes 1,237,000 shares owned by Peninsula Partners, L.P., an
investment partnership and Peninsula Capital Advisors, LLC, an
investment advisory firm, both of which are controlled by R. Ted
Weschler, a director of the Company. Mr. Weschler disclaims beneficial
ownership of these shares. Shares also include 9,811 shares held
directly by Mr. Weschler and 1,200 shares of Common Stock that may be
acquired through the exercise of options within 60 days of the Record
Date.
(3) According to the Statement on Schedule 13G of Wellington Management
Company, LLP, shares are held by its investment advisory clients as to
which it shares voting or investment power.
(4) According to the Statement on Schedule 13G of Quaker Capital Management
Corporation, 885,550 shares are held by its investment advisory clients
as to which it disclaims beneficial ownership. Quaker Capital
Management Corporation has shared voting and investment power with
respect to 558,250 shares.
2
PROPOSAL 1 -- ELECTION OF DIRECTORS
The number of directors is currently fixed at eleven members. The Board of
Directors is divided into three classes. The members of each class are elected
for a term of three years and until their successors are elected and qualified;
provided that in the event the number of directors has been increased during the
preceding year and such new directorships have been filled by action of the
Board of Directors, the terms of those newly appointed directors expire at the
annual meeting when the class to which they have been elected expires. With one
exception, each of the current members of the Board of Directors of the Company
also serves on the Board of Directors of the Company's principal subsidiary,
Wilmington Savings Fund Society, Federal Savings Bank ("WSFS" or the "Bank").
The exception is Mr. Dale Wolf who is a director emeritus of the Bank. In
accordance with the Delaware General Corporation Law, directors of the Company
will be elected by a plurality vote of the outstanding shares of Common Stock
present in person or represented by proxy at the Annual Meeting.
Pursuant to the Company's certificate of incorporation, every stockholder voting
for the election of directors is entitled to cumulate his votes by multiplying
his shares times the number of directors to be elected. Each stockholder will be
entitled to cast his votes for one director or distribute his votes among any
number of the nominees being voted on at the Annual Meeting. The Board of
Directors intends to vote the proxies solicited by it equally among the three
nominees of the Board of Directors. Stockholders may not cumulate their votes on
the form of proxy solicited by the Board of Directors. In order to cumulate
votes, stockholders must attend the meeting and vote in person or make
arrangements with their own proxies. Unless otherwise specified in the proxy,
however, the right is reserved, in the sole discretion of the Board of
Directors, to distribute votes among some or all of the nominees of the Board of
Directors in a manner other than equally so as to elect as directors the maximum
possible number of such nominees.
At the Annual Meeting, three directors will be elected for terms of three years
each and until their successors have been elected and qualified. The Board of
Directors has nominated Charles G. Cheleden, Joseph R. Julian and Dale E. Wolf
all of whom are currently directors, for election as directors at the Annual
Meeting. If any nominee is unable to serve, the shares represented by all
properly executed proxies will be voted for the election of such substitute as
the Board of Directors may recommend or the Board of Directors may reduce the
number of authorized directors to eliminate the vacancy.
3
Directors and Nominees
The following table sets forth for each nominee and each director
continuing in office, including their name, age (as of December 31, 2001), year
first elected or appointed as a director of the Company, year of expiration of
current term as a director of the Company, principal occupation for at least the
last five years and directorships in subsidiaries of the Company and in other
companies:
Year First Current
Elected or Term
Appointed to
Name Age Director Expire Principal Occupation Directorship(s)
- ---- ---- -------- ------ -------------------- ---------------
NOMINEES FOR A TERM TO EXPIRE IN 2005
Charles G. Cheleden 58 1990 2002 October 1992 to present: Vice WSFS; Star States Development
Chairman of WSFS Financial Company
Corporation; August 1990 to
October 1992: Chairman WSFS
Financial Corporation;
January 1990 to present:
self-employed attorney
Joseph R. Julian 64 1988 2002 President, JJID, Inc. WSFS; JJID, Inc.
(highway construction company)
Dale E. Wolf 77 1993 2002 March 1998 to present: WSFS (emeritus);
Vice Chairman of WSFS WSFS Credit Corp.;
Financial Corporation; Daynel International, Inc;
1989-1993, Lieutenant Emerald Bio Corporation
Governor/Governor of the SocraticLaw.com
State of Delaware
4
DIRECTORS CONTINUING IN OFFICE
Year First Current
Elected or Term
Appointed to
Name Age Director Expire Principal Occupation Directorship(s)
- ---- ---- -------- ------ -------------------- ---------------
Linda C. Drake 53 1999 2003 Founder and Chair WSFS; TCIM Services, Inc.
TCIM Services, Inc.
(a direct marketing and
business services company)
David E. Hollowell 54 1996 2003 Executive Vice President, WSFS
University of Delaware
Claibourne D. Smith 63 1994 2003 Vice President - Technology and WSFS;
Professional Development, E.I. Wilmington National Finance, Inc.
duPont de Nemours & Company,
Incorporated, (multinational
chemical and energy company)
(1964-1998) (retired)
Eugene W. Weaver 69 1998 2003 Vice President of Finance of WSFS; Dover Downs
John W. Rollins & Associates Entertainment, Inc.
(Investment Management
Company), Chief Financial
Officer/Senior Vice President
of Dover Downs Entertainment,
Inc. (1970-1999) (retired)
John F. Downey 64 1998 2004 Executive Director of the WSFS
Office of Thrift Supervision (OTS),
1989-1998 (retired)
Thomas P. Preston 55 1990 2004 Partner, Reed Smith, LLP; WSFS; Wood Royalty
previously Partner, Management Company
Duane, Morris & Heckscher LLP
(Law firms)
Marvin N. Schoenhals 54 1990 2004 Chairman of WSFS Financial WSFS; Star States Development
Corporation since 1992; President Company; WSFS Credit
and Chief Executive Officer of Corporation;
WSFS Financial Corporation 838 Investment Group, Inc.;
since November 1990 Wilmington National Finance, Inc;
CustomerOne Financial Network, Inc.;
Federal Home Loan Bank of
Pittsburgh;
Brandywine Fund, Inc.;
Brandywine Blue Fund, Inc.;
Brandywine Advisors Fund, Inc.;
Burris Foods, Inc.
R. Ted Weschler 40 1992 2004 Since January 2000, Managing WSFS; Star States Development
Partner of Peninsula Capital Company; CustomerOne Financial
Advisors, L.L.C., an investment Network; Virginia National Bank;
advisory firm; October 1989 to Nucentrix Broadband Networks;
December 1999, Executive First Avenue Networks
Officer of Quad-C, Inc., a
Delaware corporation which
acts as the general partner for
several investment partnerships
5
Stock Ownership of Management
The following table sets forth, as of the Record Date, the amount of Common
Stock beneficially owned by the Company's directors, by each executive officer
named in the Summary Compensation Table, and by all directors and executive
officers as a group:
Amount and Nature
of Beneficial Percent
Name Ownership (1) of Class (2)
- ---- ----------------- ------------
Charles G. Cheleden (3)(4) 40,900 shares *
John F. Downey (4)(5) 3,600 shares *
Linda C. Drake (6) 3,100 shares *
David E. Hollowell (4) 10,200 shares *
Joseph R. Julian (4) 62,376 shares *
Thomas P. Preston (4)(7) 8,481 shares *
Marvin N. Schoenhals (8) 357,138 shares 3.83%
Claibourne D. Smith (4) 4,930 shares *
Eugene W. Weaver (4)(9) 8,200 shares *
R. Ted Weschler (4)(10) 1,248,011 shares 13.64%
Dale E. Wolf (4) 24,840 shares *
Karl L. Johnston (11) 34,746 shares *
Mark A. Turner (12) 57,150 shares *
Deborah A. Powell (13) 5,297 shares *
Directors and executive officers
as a group (14 persons) 1,868,969 shares 19.88%
* Less than 1.0%.
(1) For purposes of this table, a person is deemed to be the beneficial
owner of any shares of Common Stock over which he or she has or shares
voting or investment power or of which he or she has the right to
acquire beneficial ownership within 60 days of the Record Date. As used
herein, "voting power" is the power to vote or direct the voting of
shares and "investment power" is the power to dispose or direct the
disposition of shares. Other than as noted below, all persons shown in
the table above have sole voting and investment power, except that the
following directors and executive officers held the following numbers
of shares jointly with their respective spouses: Mr. Cheleden, 18,000
shares; Ms Drake, 500 shares; Mr. Hollowell, 6,500 shares; Mr. Julian,
59,176 shares; Mr. Johnston, 1,500 shares; and Mr. Turner, 7,780
shares.
(2) In calculating the percentage ownership of each named individual and
the group, the number of shares outstanding is deemed to include any
shares of the Common Stock which the individual or the group has the
right to acquire within 60 days of the Record Date.
(3) Includes 16,700 shares of Common Stock held in an Individual Retirement
Account ("IRA"), 2,200 shares of Common Stock which are held in an IRA
for Mr. Cheleden's wife, 1,800 shares of Common Stock held by Mr.
Cheleden's children, over which he has power of attorney. Mr. Cheleden
disclaims beneficial ownership of his wife's shares.
(4) Includes 1,200 shares of Common Stock that may be acquired through the
exercise of options within 60 days of the Record Date.
(5) Includes 600 shares of Common Stock held in an IRA.
(6) Includes 600 shares of Common Stock that may be acquired through the
exercise of options within 60 days of the Record Date.
(7) Includes 1,275 shares of Common Stock held in an IRA.
(8) Includes 32,069 shares of Common Stock held in Mr. Schoenhals' account
in the Company's 401(k) Plan and 168,877 shares of Common Stock that
may be acquired through the exercise of options within 60 days of the
Record Date.
(9) Includes 1,000 shares of Common Stock held in an IRA and 1,000 shares
of Common Stock held by Mr. Weaver's wife. Mr. Weaver disclaims
beneficial ownership of his wife's shares.
(10) Includes 1,237,000 shares held by Peninsula Partners, L.P., an
investment firm managed by Peninsula Capital Advisors, LLC of which Mr.
Weschler is the Managing Member. Mr. Weschler disclaims beneficial
ownership of the shares held by Peninsula Partners, L.P.
6
(11) Includes 4,266 shares of Common Stock held in Mr. Johnston's account in
the Company's 401(k) Plan, 300 shares owned by Mr. Johnston's son and
28,680 shares of Common Stock that may be acquired through the exercise
of options within 60 days of the Record Date.
(12) Includes 6,318 shares of Common Stock held in Mr. Turner's account in
the Company's 401(k) Plan and 40,552 shares of Common Stock that may be
acquired through the exercise of options within 60 days of the Record
Date.
(13) Includes 477 shares of Common Stock held in Ms Powell's account in the
Company's 401(k) Plan and 4,820 shares of Common Stock that may be
acquired through the exercise of options within 60 days of the Record
Date.
Meetings and Committees of the Board of Directors
The Board of Directors conducts its business through its meetings and the
meetings of its committees. During the year ended December 31, 2001 the Board of
Directors held 11 meetings. All directors attended more than 75% of the total
aggregate meetings of the Board of Directors and committees on which such Board
member served during this period.
A list of the Committees of the Board of Directors and a general description of
their respective duties follows.
Executive Committee. The Executive Committee is scheduled to meet one time each
month and as needed, and exercises the powers of the Board of Directors between
meetings of the Board. The Executive Committee is presently composed of Marvin
N. Schoenhals, Chairman, Charles G. Cheleden, David E. Hollowell, Eugene W.
Weaver and R. Ted Weschler. The Executive Committee met 17 times during 2001.
Audit Committee. The Audit Committee is composed of directors who are not
officers of the Company. The Board of Directors has adopted a written charter
for the Audit Committee. The Committee oversees the audit program and reviews
the financial statements of the Company and its subsidiaries. It reviews the
examination reports of federal regulatory agencies as well as reports of the
internal auditors and independent auditors. The Audit Committee meets with the
head of the Audit Department and representatives of the Company's independent
auditors, with and without representatives of management present, to review
accounting and auditing matters, including an annual review of risk analysis and
the associated audit plan. The Board of Directors appoints the independent
auditors upon the recommendation of the Audit Committee. Present members of the
Audit Committee are Thomas P. Preston, Chairman, Joseph R. Julian, John F.
Downey and Eugene W. Weaver. Each member of the Audit Committee is "independent"
as defined in the listing standards of the National Association of Securities
Dealers. The Audit Committee met 9 times during fiscal year 2001.
Nominating Committee. The Nominating Committee consists of the entire Board of
Directors and considers candidates for nomination for election as directors. The
Nominating Committee will consider nominees recommended by stockholders in
accordance with the procedures set forth in the bylaws of the Company. The Board
of Directors met once as a Nominating Committee during 2001.
Personnel and Compensation Committee. The Personnel and Compensation Committee
("Personnel Committee") is composed of directors who are not officers of the
Company. The Personnel Committee reviews and recommends to the Board of
Directors, for their approval, the compensation and benefits of the executive
officers, broad guidelines for the salary and benefits administration of other
officers and employees, and the compensation of directors. In addition, the
Personnel Committee is responsible for the administration of the 1986 Stock
Option Plan and the 1997 Stock Option Plan (the "Stock Option Plans") and the
executive incentive plans, including recommendations to the Board of Directors
for awards under such plans. Present members of the Personnel Committee are
Charles G. Cheleden, Chairman, David E. Hollowell, Linda C. Drake and Dale E.
Wolf. The Personnel Committee met two times during 2001.
7
Directors' Compensation. During 2001, each non-employee director received an
annual retainer of $9,000 plus 500 shares of the Company's Common Stock and a
grant of 1,000 shares under the 1997 Stock Option Plan. Chairpersons of board
committees or subsidiary boards received an additional $1,000 annual retainer,
and each member of a committee or subsidiary board received $400 for each
meeting attended. Mr. Schoenhals does not receive director fees as Chairman,
President and Chief Executive Officer.
EXECUTIVE OFFICERS
Marvin N. Schoenhals, age 54, has served as President and Chief Executive
Officer of the Company since November 1990 and was elected Chairman in October
1992. Mr. Schoenhals was elected to the Board of Directors of the Federal Home
Loan Bank of Pittsburgh in 1997, to the Board of Directors of Brandywine Fund,
Inc., Brandywine Blue Fund, Inc. and Brandywine Advisors Fund, Inc. in 1998 and
to the Board of Directors of CustomerOne Financial Network, Inc. and Wilmington
National Finance, Inc. in 1999. He is also a volunteer board member of numerous
community-based organizations.
Karl L. Johnston, age 53, serves as Chief Operating Officer and Chief Lending
Officer. Mr. Johnston joined the Bank in May 1997 as Chief Lending Officer. He
was also appointed Chief Operating Officer in 2001. Mr. Johnston has over 31
years of banking experience in the Bank's local market area. Prior to joining
the Bank, Mr. Johnston spent his banking career at the Delaware Trust Company
where he was Executive Vice President and Commercial Banking Group executive.
When Delaware Trust was merged into CoreStates Bank, he was a Senior Vice
President responsible for middle market business relationships for the State of
Delaware, Delaware County, Pennsylvania and northern Maryland and Virginia.
Mark A. Turner, age 39, serves as Chief Operating Officer and Chief Financial
Officer. He has served as Chief Financial Officer and Corporate Secretary since
May 1998. He was also appointed Chief Operating Officer in 2001. Mr. Turner
joined the Company in 1996 as Managing Vice President and Controller. From 1994
to 1996 Mr. Turner was Vice President of Finance for the Capital Markets
Division, and Vice President of Corporate Development, for Meridian Bancorp in
Reading, Pennsylvania. Prior to that, he was a Senior Audit Manager with KPMG
LLP in Philadelphia, Pennsylvania.
Deborah A. Powell, age 45, has served as Executive Vice President and Director
of Human Resources since May 2000. Before joining WSFS, Ms Powell was Vice
President of Human Resources at Huffy Service First, a national retail services
company, from November 1997 to May 2000. Prior to that, she was Human Resources
Manager of The Limited-Alliance Data System, a retail call center operation,
from November 1996 to October 1997. From 1991 to 1996, she was National Practice
Director of Midwest Resources, Inc., a Human Resources and Organizational
Development consulting practice.
8
Audit Committee Report
In accordance with rules established by the SEC, the Audit Committee has
prepared the following report for inclusion in this proxy statement:
As part of its ongoing activities, the Audit Committee has:
o Reviewed and discussed with management the Company's audited consolidated
financial statements for the fiscal year ended December 31, 2001;
o Discussed with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No. 61, Communications with
Audit Committees, as amended; and
o Received the written disclosures and the letter from the independent
accountants required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, and has discussed with the
independent accountants their independence.
Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited consolidated financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2001 for filing with the SEC.
The Audit Committee comprised of Messrs. Preston, Julian, Downey and Weaver has
provided this report.
Personnel and Compensation Committee Report on Executive Compensation
Overview and Philosophy. The Personnel Committee administers the Company's
executive compensation program. The Personnel Committee's responsibilities
include reviewing and making recommendations to the Board of Directors regarding
compensation of the Chief Executive Officer and reviewing and approving the
compensation paid to other executive officers of the Company (the "Named
Executive Officers") listed in the "Summary Compensation Table" that follows
this report. The Committee also administers stock option and incentive plans and
administers compliance with Rule 16b-3 of the Exchange Act.
The objective of the compensation program is to establish levels of compensation
sufficient to attract and retain highly qualified and motivated executives. The
program also seeks to align the interests of the Company's executive management
with those of stockholders through the use of both incentive-based compensation
for specific performance based criteria and stock-based compensation for
long-term stockholder value.
Compensation Program Elements. The Company's executive compensation program
consists of base salaries, a short-term cash incentive plan, a stock option plan
and miscellaneous other fringe benefits.
Base Salary. Base salary levels are determined by the Personnel Committee
with reference to corporate and individual performance in relation to
strategic goals established each year, competitive market trends and
special circumstances particular to the Company's staffing needs. In
determining base salaries, the committee refers to data obtained from
nationally recognized compensation surveys as well as information from
similar-sized banks and thrifts in the Mid-Atlantic region.
9
Short-Term Incentive Plan. The Board of Directors approved a Management
Incentive Program (MIP) designed to reward the accomplishment of specific
corporate and individual performance criteria. For 2001, the corporate
performance criteria were: return on equity, level of net income, earnings
per share and the efficiency ratio. Plan participants include members of
management from certain vice presidents to the Chief Executive Officer.
Each year the Personnel Committee establishes a bonus pool based on the
level and quality of the Company's earnings as compared to its plan.
Individual awards are earned for successfully attaining objectives based
on the four criteria above, and in completion of specific individual
performance criteria. Total awards accrued under the MIP during 2001 were
approximately $932,200 and were paid in cash during 2002. This amount does
not include approximately $982,500 of bonuses earned in 2001, and paid in
cash during 2002, to executives at Wilmington National Finance, a 51%
owned subsidiary of the Bank.
Stock Options. As a performance incentive, to encourage ownership of
Common Stock and to further align the interests of management and
stockholders, the Personnel Committee issues stock options under the 1997
Stock Option Plan. Under that Plan, the Personnel Committee issued 196,500
stock options in 2001. The Personnel Committee periodically reviews and
awards stock options to management based on factors it deems important;
however, the Personnel Committee is not required to issue awards on an
annual basis.
Compensation of the Chief Executive Officer. For fiscal year 2001, Mr.
Schoenhals earned $322,500 in base salary. Mr. Schoenhals earned $175,000 in
bonus for fiscal year 2001 under the MIP that was paid after the end of the
fiscal year. This bonus reflects the Company's achievement of specific financial
goals for the 2001 fiscal year as well as the Personnel Committee's assessment
of Mr. Schoenhals' contribution to the achievement of those goals. Factors
considered by the Personnel Committee in assessing Mr. Schoenhals' contribution
included his leadership role in formulating and executing the Company's business
strategy. In addition to the foregoing cash compensation, Mr. Schoenhals was
awarded options to purchase 26,300 shares of Common Stock under the 1997 Stock
Option Plan representing 13.4% of the regular options granted to all employees
during the year.
Compensation Committee Interlocks and Insider Participation. During fiscal year
2001, no members of the Personnel Committee were considered insiders nor were
there any interlocking relationships or relationships with the Company other
than as disclosed in the "Business Relationships and Related Transactions"
section of this Proxy Statement.
The Personnel and Compensation Committee comprised of Messrs. Cheleden,
Hollowell, and Wolf and Ms Drake has provided this report.
10
COMPARATIVE STOCK PERFORMANCE GRAPH
The graph and table which follow show the cumulative total return on the Common
Stock of the Company over the last five years compared with the cumulative total
return of the Dow Jones Total Market Index and the Nasdaq Bank Index over the
same period. Cumulative total return on the Common Stock or the index equals the
total increase in value since December 31, 1996, assuming reinvestment of all
dividends paid into the Common Stock or the index, respectively. The graph and
table were prepared assuming that $100 was invested on December 31, 1996 in the
Common Stock of the Company and in each of the indexes.
In the previous fiscal year, the Company included the Dow Jones Savings & Loan
Associations Index in this graph. The Company has elected to replace it with the
Nasdaq Bank Index because the new index includes a broader selection of
like-financial institutions, including those that would be considered "peers" of
the Company.
In this transition year, the table below includes the comparative performance of
the new index with the replaced index.
CUMULATIVE TOTAL SHAREHOLDER RETURN
COMPARED WITH PERFORMANCE OF SELECTED INDEXES
December 31, 1996 through December 31, 2001
Cumulative Total Return
-----------------------------------------------------------
1996 1997 1998 1999 2000 2001
-----------------------------------------------------------
WSFS Financial Corporation $100 $196 $167 $126 $130 $176
Dow Jones Total Market Index 100 130 160 194 174 151
Nasdaq Bank Index (new index) 100 166 149 141 165 185
Dow Jones Savings & Loan Assn. Index
(replaced index) $100 $160 $142 $108 $190 $186
11
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and non-cash compensation for
the years ended December 31, 2001, 2000 and 1999 for the Company's Chief
Executive Officer and the three other most highly compensated executive officers
of the Company whose salary and bonus earned in 2001 exceeded $100,000 (herein
referred to as "Named Executive Officers").
Long Term
Compensation
Awards
Securities
Name and Underlying All Other
Principal Position Year Salary Bonus (1) Options (2) Compensation (3)
- ------------------ ---- ------ --------- ----------- ----------------
Marvin N. Schoenhals 2001 $ 322,500 $175,000 26,300 $11,900
Chairman of the Board, 2000 319,375 -- 162,600 11,900
President and Chief 1999 297,600 100,000 156,445 11,200
Executive Officer
Karl L. Johnston 2001 184,583 100,000 42,800 11,900
Chief Operating Officer 2000 169,167 15,000 18,900 11,900
and Chief Lending Officer 1999 163,750 53,000 14,500 11,200
Mark A. Turner 2001 181,307 125,000 21,000 11,900
Chief Operating Officer, 2000 155,399 21,000 56,000 11,900
Chief Financial Officer 1999 123,540 68,000 21,980 11,098
and Secretary
Deborah A. Powell 2001 140,000 44,100 7,700 6,690
Executive Vice President, 2000 84,695 30,000 24,100 --
Director, Human Resources 1999 -- -- -- --
(1) For each fiscal year, includes bonuses earned but not paid until the
following fiscal year under the Company's Management Incentive Program.
(2) Represents stock options granted under the Company's 1997 Stock Option
Plan.
(3) Represents contributions made by the Company to the individual's
account in the Company's 401(k) Plan.
12
OPTION GRANTS IN LAST FISCAL YEAR
The following table contains information concerning the grant of stock
options under the Company's 1997 Stock Option Plan to the Chief Executive
Officer and each of the other Named Executive Officers during 2001.
Potential Realizable
Value at Assumed
Number of % of Total Annual Rates of Stock
Securities Options Price Appreciation
Underlying Granted to for Option Term (3)
Options Employees in Exercise Expiration -------------------
Name Granted (1) Fiscal Year Price (2) Date 5% 10%
- ---- ----------- ----------- --------- ---- --- ---
Marvin N. Schoenhals 26,300 13.4% $17.20 12/19/2011 $284,487 $ 720,945
Karl L. Johnston 25,000 12.7 13.02 4/26/2011 204,705 518,763
17,800 9.1 17.20 12/19/2011 192,542 487,940
Mark A. Turner 21,000 10.7 17.20 12/19/2011 227,157 575,660
Deborah A. Powell 7,700 3.9 17.20 12/19/2011 83,291 211,075
(1) Options vest and become exercisable at the rate of 20% per year
beginning one year from grant date, and expire ten years from the
grant date. To the extent not already exercisable, the options
generally become immediately exercisable in the event of a change in
control of the Company, generally defined as the acquisition of
beneficial ownership of 25% or more of the Company's voting securities
by any person or group of persons. The Stock Option Plan permits a
reload option that allows for the additional grant of options under
certain circumstances. If the grantee uses cash to exercise options
within one year of the options becoming vested, the optionee will
receive an equivalent number of additional options (at the then
current market price). The original shares received upon exercise must
be held for two years from the date of receipt for the reload options
to vest. The reload options vest in 20% annual increments.
(2) In each case, the exercise or base price was no lower than the fair
market value of the Common Stock on the date of grant.
(3) The potential realizable dollar value of a grant consists of the
product of: (a) the difference between (i) the product of the per
share market price at the time of grant and the sum of 1 plus the
adjusted stock price appreciation rate (the assumed rate of
appreciation compounded annually over the term of the option) and (ii)
the per share exercise price of the option; and (b) the number of
securities underlying the grant at fiscal year-end.
13
OPTION EXERCISES AND YEAR-END OPTION VALUE
The following table sets forth information concerning the exercise of
options by the Chief Executive Officer and the other Named Executive Officers
during the last fiscal year, as well as the value of such options held by such
persons at the end of the fiscal year.
Value of Securities
Number of Securities Underlying Unexercised
Underlying Unexercised In-the Money Options
Options at Fiscal Year End at Fiscal Year End (1)
-------------------------- ----------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
Marvin N. Schoenhals 137,117 259,688 $440,602 $721,928
Karl L. Johnston 23,680 71,920 81,983 233,223
Mark A. Turner 31,612 83,488 116,658 307,174
Deborah A. Powell 4,820 26,980 29,145 117,736
(1) Based on the closing price of $17.35 per share as reported for the Common
Stock on the Nasdaq National Market on December 31, 2001 less the exercise
price. Options are considered in-the-money if the market value of the
underlying securities exceeds their exercise prices.
SEVERANCE POLICY
In 2001 WSFS adopted a severance policy that provides benefits to its Chief
Operating Officers and Executive Vice Presidents (collectively, the
"Executives"). The policy provides for payments in the event of being released
without cause or change of control.
Release without cause - In the event an Executive is released without cause, a
minimum of six months severance and one year of professional level outplacement
will be offered. If the former Executive does not find new employment six months
after termination, severance pay would continue for another six months, or until
the former Executive found employment, whichever occurs first. If the former
Executive finds another job at a lower rate of pay than previously received at
WSFS, then WSFS would make up the difference until the second six-month period
ends. Health benefits would continue at the Associate rate through the severance
period.
Change in control - Benefits would be paid to an Executive released without
cause within one year of change in control or if offered a position that is not
within 35 miles of their current work-site and at their current WSFS salary and
bonus opportunity. The Executive would receive 24 months base salary severance
offset by the value arising from the acceleration of stock option vesting
triggered by the change in control. The value of the accelerated vesting would
account for no more than 12 months of the 24-month minimum commitment. Twelve
months of executive level outplacement will be offered and health benefits would
continue at the Associate rate through the 24-month period.
In the event an Executive decides to leave WSFS after being offered the same
salary and bonus opportunity and the position is within 35 miles of their work
location, then the value of the severance benefit will equal at least 12 months
base pay. If the value of the accelerated vesting of stock options is less than
12 months of base pay, then severance pay will be added to the value of the
accelerated options to equal 12 months of base pay. No additional severance will
be paid if the value of accelerated options is greater than, or equal to, 12
months of base pay. Six months of professional level outplacement will be
offered and health benefits would continue at the Associate rate through the
12-month period.
Based on salary levels at December 31, 2001, the maximum benefit that would be
received by each Executive under the WSFS severance policy, exclusive of health
benefit and executive outplacement costs, would be as follows: Mr. Johnston
$380,000, Mr. Turner $380,000 and Ms Powell $280,000.
14
BUSINESS RELATIONSHIPS AND RELATED TRANSACTIONS
During 2001, Thomas P. Preston was a partner with the law firm of Reed Smith,
LLP. The law firm represented the Company and its affiliates in certain matters
during fiscal year 2001. The Company expects Mr. Preston to continue such
representation in fiscal year 2002.
Certain directors and executive officers of the Company and their associates
were customers of, and had transactions with, the Company and the Bank in the
ordinary course of business during fiscal year 2001. Similar transactions may be
expected to take place with the Company and the Bank in the future. Loans and
commitments included in such transactions were made on substantially the same
terms, including interest rate and collateral, as those prevailing at the time
for comparable transactions with other persons and did not involve more than the
normal risk of collectibility, nor did such loans present other unfavorable
features.
INDEPENDENT AUDITORS
The Board of Directors of the Company expects to appoint KPMG LLP as independent
auditors of the Company for the year ended December 31, 2002. KPMG LLP has
served as the Company's independent auditors since 1994. A representative of
KPMG LLP is expected to be present at the Annual Meeting to respond to
appropriate questions and will have the opportunity to make a statement if they
desire to do so.
The following table presents fees for professional audit services rendered by
KPMG LLP for the audit of the Company's annual financial statements for 2001,
and fees billed for other services rendered by KPMG LLP.
Audit fees, excluding audit related (1) $238,000
========
Financial information systems design and implementation $ --
========
All Other Fees:
Audit related fees (2) $ 18,000
Tax compliance and other tax related services 147,000
Other non-audit services 15,000
--------
Total all other fees $180,000
========
(1) Audit fees include audit fees of the consolidated
financial statements of the Company as well as the audit
of the Company's subsidiaries, Wilmington National Finance
(WNF) and CustomerOne Financial Network (C1FN).
(2) Audit related fees consisted of the audit of financial
statements of certain employee benefit plans and the audit
of C1FN's brokerage unit.
The Audit Committee has determined that the non-audit services performed by its
principal accountants during 2001 were compatible with maintaining the principal
accountants' independence.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to regulations promulgated under the Exchange Act, the
Company's officers and directors and all persons who beneficially own more than
ten percent of the Common Stock ("Reporting Persons") are required to file
reports detailing their ownership and changes of ownership in the Common Stock
and to furnish the Company with copies of all such ownership reports that are
filed. Based solely on the Company's review of the copies of such ownership
reports which it has received in the past fiscal year or with respect to the
past fiscal year, or written representations from the Reporting Persons that no
annual report of changes in beneficial ownership were required, the Company
believes that during fiscal year 2001 and prior fiscal years all Reporting
Persons have complied with these reporting requirements.
15
ADVANCE NOTICE OF CERTAIN MATTERS
TO BE CONDUCTED AT AN ANNUAL MEETING
The bylaws of the Company provide an advance notice procedure for
certain business, or nominations to the Board of Directors, to be brought before
the Annual Meeting. In order for a stockholder to properly bring business before
the Annual Meeting or to propose a nominee to the Board of Directors, the
stockholder must give written notice to the Secretary of the Company not less
than thirty days before the time originally fixed for such meeting; provided,
however, that in the event that less than forty days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be received no later than the close of
business on the tenth day following the day on which such notice of the date of
the Annual Meeting was mailed or such public disclosure was made. The notice
must include the stockholder's name and address as they appear on the records of
the Company, number of shares beneficially owned by the stockholder, a brief
description of the proposed business, the reasons for bringing the business
before the Annual Meeting and any material interest of the stockholder in the
proposed business. In the case of nominations to the Board of Directors, certain
information regarding the nominee must also be provided.
STOCKHOLDER PROPOSALS FOR 2003 ANNUAL MEETING
It is anticipated that the proxy statement and form of proxy for the
2003 Annual Meeting of Stockholders will be mailed during March of 2003.
Stockholder proposals intended to be presented at the 2003 annual meeting of
stockholders of WSFS Financial Corporation must be received by November 22,
2002, to be considered for inclusion in the proxy statement and form of proxy
relating to such meeting and should be addressed to the Secretary at the
Company's principal office.
ADDITIONAL INFORMATION
No matters other than those set forth in the Notice of Meeting
accompanying this Proxy Statement are expected to be presented to stockholders
for action at the Annual Meeting other than matters incident to the conduct of
the Annual Meeting. However, if other matters are presented which are proper
subjects for action by stockholders, and which may properly come before the
meeting, it is the intention of those named in the accompanying proxy to vote
such proxy in accordance with the determination of a majority of the Board of
Directors upon such matters.
MISCELLANEOUS
The expenses of the solicitation of the proxies, including the cost of
preparing and distributing the proxy materials, the handling and tabulation of
proxies received and charges of brokerage houses and other institutions,
nominees or fiduciaries in forwarding such documents to beneficial owners, will
be paid by the Company. In addition to the mailing of the proxy materials,
solicitation may be made in person or by telephone, telegraph or other modes of
electronic communication by the Company or its employees. The Company's
directors, management and employees will receive no compensation for their proxy
solicitation services other than their regular salaries and overtime, if
applicable, but may be reimbursed for out-of-pocket expenses.
ANNUAL REPORT AND FINANCIAL STATEMENTS
The Company's Annual Report for the fiscal year ended December 31,
2001, including financial statements prepared in conformity with generally
accepted accounting principles, accompanies this Proxy Statement. Such Annual
Report is not part of the proxy solicitation materials. A copy of the Company's
Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2001 (without
exhibits) will be furnished without charge to stockholders as of the Record Date
upon written request to: Investor Relations Department, WSFS Financial
Corporation, 838 Market Street, Wilmington, Delaware, 19801.
16