WSFS FINANCIAL CORPORATION

CORPORATE DEVELOPMENT COMMITTEE

OF THE BOARD OF DIRECTORS

CHARTER

The Corporate Development Committee ("CDC" or the "Committee") of the Board of Directors (the "Board") of WSFS Financial Corporation (the "Company") has as its central guiding principle to act in the best long-term interests of the stockholders of the Company.

PURPOSE

The Committee is appointed by the Company's Board to assist the Board and management in reviewing and assessing potential acquisitions, strategic investments, joint ventures, and divestitures within any specified applicable value range or other parameters as may be established by the Board from time-to-time, if any (collectively, "transactions"). In the absence of any parameters established by the Board, the term "transactions" shall involve a purchase or sale price of over ten million dollars ($10,000,000) or any other transactions which are outside the Company's core competency as determined by the Committee. The Committee will have the authority to take action on behalf of the Board as set forth in this Charter and as further designated by the Board.

MEMBERSHIP

The Committee shall be composed of at least five members of the Board including all the members of Executive Committee so timely corporate action may be taken if needed.

The Board shall annually elect the membership of the Committee, upon the recommendation of the Corporate Governance and Nominating Committee. The members of the Committee will designate a Chairperson and Vice Chairperson by majority vote of the Committee membership, in a process overseen by the Corporate Governance and Nominating Committee of the Board. The Board may add or remove a member to or from the Committee with or without cause at any time.

MEETINGS AND OPERATIONS

Meetings of the Committee shall be held as frequently as determined appropriate by the Chairperson of the Committee, which shall be no less often than quarterly. A majority of the Committee members will constitute a quorum for the transaction of business at any meeting of the Committee. The action of a majority vote of those present at a meeting, at which a quorum is attained, will be the act of the Committee. The Committee may delegate authority to person(s), subcommittee(s) or the full Board when appropriate. The Chairperson of the Committee, in consultation with Committee members and management will determine the date, time, place and agenda. The Committee will maintain written minutes of the meetings which will be filed withthe meeting minutes for the Board. In lieu of a meeting, the Committee may act by unanimous written consent.

The Committee shall conduct its operations generally in accordance with the applicable procedures set forth in the Company's Amended and Restated By-Laws with respect to the operations of the Board, except to the extent that such procedures are modified or superseded by the terms of this Charter.

The intention is for all binding transaction offers or contracts to be authorized by the full Board. While the Committee by its composition has authority to issue binding offers and contracts, the intention is that authority will only be used for CDC business in circumstances where it is impracticable for the full Board to meet on a timely basis.

DUTIES AND RESPONSIBILITIES

In addition to any responsibilities and duties assigned to the Committee from time-to-time by the Board, the Committee shall:

  • 1. Review and provide guidance to management and the Board with respect to the Company's transaction strategies.

  • 2. Provide advice to management in connection with the identification and evaluation of transactions, and the engagement of counsel and advisors.

  • 3. Authorize management to execute non-binding offers, proposals, letters of intent, definitive agreements and similar offers and documents with respect to proposed transactions. Binding transaction offers or contracts shall be authorized where it is impracticable for the full Board to meet on a timely basis. Any such authorization shall be promptly reported to the entire Board of the Company at no later than the next full Board meeting.

  • 4. Provide advice regarding management's due diligence and integration efforts with respect to proposed transactions and review summary due diligence results, excluding investments as specified in the charter of the Delivery Transformation Sub-Committee of this Committee.

  • 5. Cause appropriate periodic evaluations of recent transactions completed by the Company to be conducted, if and as deemed necessary.

  • 6. Provide a report of its meetings and activities to the Board on a regular basis, and report regularly to the Board on such issues as the Committee may determine are appropriate.

  • 7. Maintain written minutes of the meetings which will be filed with the meeting minutes for the Board.

  • 8. Review, and change as deemed necessary, this Charter from time-to-time, but no less than once a year.

The Committee will have the resources and authority necessary to perform its duties and responsibilities as enumerated in this Charter.

Approved this 10th day of December 2020.

Last amended November 18, 2020.

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WSFS Financial Corporation published this content on 22 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 February 2021 17:28:06 UTC.