Attached files
file | filename |
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10-K - FORM 10-K 12-31-09 WSFS FINANCIAL CORPORATION - WSFS FINANCIAL CORP | f10k_1231090-0312.htm |
EX-32 - EXHIBIT 32. - WSFS FINANCIAL CORP | ex32.htm |
EX-23 - EXHIBIT 23 - CONSENT OF KPMG LLP - WSFS FINANCIAL CORP | ex23.htm |
EX-21 - EXHIBIT 21 - SUBSIDIARIES - WSFS FINANCIAL CORP | ex21.htm |
EX-31.1 - EXHIBIT 31.1 - WSFS FINANCIAL CORP | ex31-1.htm |
EX-31.2 - EXHIBIT 31.2 - WSFS FINANCIAL CORP | ex31-2.htm |
EX-99.1 - EXHIBIT 99.1 - WSFS FINANCIAL CORP | ex99-1.htm |
Certification
for First Fiscal Year Certification
“I,
Stephen A. Fowle, certify, based on my knowledge, that:
(i) The
compensation committee of WSFS Financial Corporation has discussed, reviewed,
and evaluated with senior risk officers at least every six months during the
period beginning on the later of September 14, 2009, or ninety days after the
closing date of the agreement between the TARP recipient and Treasury and ending
with the last day of the TARP recipient’s fiscal year containing that date (the
applicable period), the senior executive officer (SEO) compensation plans and
the employee compensation plans and the risks these plans pose to WSFS Financial
Corporation;
(ii) The
compensation committee of WSFS Financial Corporation has identified and limited
during the applicable period any features of the SEO compensation plans that
could lead SEOs to take unnecessary and excessive risks that could threaten the
value of WSFS Financial Corporation, and during that same applicable period has
identified any features of the employee compensation plans that pose risks to
WSFS Financial Corporation and has limited those features to ensure that WSFS
Financial Corporation is not unnecessarily exposed to risks;
(iii) The
compensation committee has reviewed, at least every six months during the
applicable period, the terms of each employee compensation plan and identified
any features of the plan that could encourage the manipulation of reported
earnings of WSFS Financial Corporation to enhance the compensation of an
employee, and has limited any such features;
(iv) The
compensation committee of WSFS Financial Corporation will certify to the reviews
of the SEO compensation plans and employee compensation plans required under (i)
and (iii) above;
(v) The
compensation committee of WSFS Financial Corporation will provide a narrative
description of how it limited during any part of the most recently completed
fiscal year that included a TARP period the features in
(A) SEO
compensation plans that could lead SEOs to take unnecessary and excessive risks
that could threaten the value of WSFS Financial Corporation;
(B)
Employee compensation plans that unnecessarily expose WSFS Financial Corporation
to risks; and
(C)
Employee compensation plans that could encourage the manipulation of reported
earnings of WSFS Financial Corporation to enhance the compensation of an
employee;
(vi) WSFS
Financial Corporation has required that bonus payments, as defined in the
regulations and guidance established under section 111 of EESA (bonus payments),
of the SEOs and twenty next most highly compensated employees be subject to a
recovery or “clawback” provision during any part of the most recently completed
fiscal year that was a TARP period if the bonus payments were based on
materially inaccurate financial statements or any other materially inaccurate
performance metric criteria;
(vii)
WSFS Financial Corporation has prohibited any golden parachute payment, as
defined in the regulations and guidance established under section 111 of EESA,
to an SEO or any of the next five most highly compensated employees during the
period beginning on the later of the closing date of the agreement between the
TARP recipient and Treasury or June 15, 2009 and ending with the last day of the
TARP recipient's fiscal year containing that date;
(viii)
WSFS Financial Corporation has limited bonus payments to its applicable
employees in accordance with section 111 of EESA and the regulations and
guidance established thereunder during the period beginning on the later of the
closing date of the agreement between the TARP recipient and Treasury or June
15, 2009 and ending with the last day of the TARP recipient's fiscal year
containing that date;
(ix) The
board of directors of WSFS Financial Corporation has established an excessive or
luxury expenditures policy, as defined in the regulations and guidance
established under section 111 of EESA, by the later of September 14, 2009, or
ninety days after the closing date of the agreement between the TARP recipient
and Treasury; this policy has been provided to Treasury and its primary
regulatory agency; WSFS Financial Corporation and its employees have complied
with this policy during the applicable period; and any expenses that, pursuant
to this policy, required approval of the board of directors, a committee of the
board of directors, an SEO, or an executive officer with a similar level of
responsibility were properly approved;
(x) WSFS
Financial Corporation will permit a non-binding shareholder resolution in
compliance with any applicable Federal securities rules and regulations on the
disclosures provided under the Federal securities laws related to SEO
compensation paid or accrued during the period beginning on the later of the
closing date of the agreement between the TARP recipient and Treasury or June
15, 2009 and ending with the last day of the TARP recipient's fiscal year
containing that date;
(xi) WSFS
Financial Corporation will disclose the amount, nature, and justification for
the offering during the period beginning on the later of the closing date of the
agreement between the TARP recipient and Treasury or June 15, 2009 and ending
with the last day of the TARP recipient's fiscal year containing that date of
any perquisites, as defined in the regulations and guidance established under
section 111 of EESA, whose total value exceeds $25,000 for any employee who is
subject to the bonus payment limitations identified in paragraph
(viii);
(xii)
WSFS Financial Corporation will disclose whether WSFS Financial Corporation, the
board of directors of WSFS Financial Corporation, or the compensation committee
of WSFS Financial Corporation has engaged during the period beginning on the
later of the closing date of the agreement between the TARP recipient and
Treasury or June 15, 2009 and ending with the last day of the TARP recipient's
fiscal year containing that date, a compensation consultant; and the services
the compensation consultant or any affiliate of the compensation consultant
provided during this period;
(xiii)
WSFS Financial Corporation has prohibited the payment of any gross-ups, as
defined in the regulations and guidance established under section 111 of EESA,
to the SEOs and the next twenty most highly compensated employees during the
period beginning on the later of the closing date of the agreement between the
TARP recipient and Treasury or June 15, 2009 and ending with the last day of the
TARP recipient's fiscal year containing that date;
(xiv)
WSFS Financial Corporation has substantially complied with all other
requirements related to employee compensation that are provided in the agreement
between WSFS Financial Corporation and Treasury, including any
amendments;
(xv) WSFS
Financial Corporation has submitted to Treasury a complete and accurate list of
the SEOs and the twenty next most highly compensated employees for the current
fiscal year and the most recently completed fiscal year, with the non-SEOs
ranked in descending order of level of annual compensation, and with the name,
title, and employer of each SEO and most highly compensated employee identified;
and
(xvi) I
understand that a knowing and willful false or fraudulent statement made in
connection with this certification may be punished by fine, imprisonment, or
both. (See, for
example, 18 U.S.C. 1001).”
/s/ Stephen A.
Fowle__________________________ _March 12,
2010________
Stephen
A. Fowle, Executive Vice President and
CFO Date