DEF 14A of Mid Penn Bancorp Inc
Filed Mar 28, 2024 · FY20230001193125-24-080391
PROPOSAL NO. 1: ELECTION OF DIRECTORS
PROPOSAL NO. 1: ELECTION OF DIRECTORS PROPOSAL NO. 1: ELECTION OF DIRECTORS Table of Contents
PROPOSAL NO. 1: ELECTION OF DIRECTORS
| Qualifications and Nomination of Directors | 1 | | INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS | 2 | | Compensation of the Board | 8 | | GOVERNANCE OF THE CORPORATION | 10 | | Overview | 10 | | Director Independence | 11 | | Board Leadership Structure | 11 | | Risk Oversight by Board | 12 | | Code of Ethics | 13 | | Restrictions on Hedging | 13 |
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| Shareholder Communications | 13 | | Annual Meeting Attendance | 13 | | Committees and Meetings of the Corporation’s Board | 13 | | Board Composition Matrix | 16 | | Environmental and Social Commitments | 18 | | RELATED PERSON TRANSACTIONS | 19 | | BENEFICIAL OWNERSHIP OF MID PENN BANCORP, INC.’S STOCK HELD BY PRINCIPAL SHAREHOLDERS AND MANAGEMENT | 20 | | Principal Shareholders | 20 | | Share Ownership by the Directors, Officers and Nominees | 21 |
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Qualifications and Nomination of Directors The Corporation’s Bylaws authorize the number of directors to be not less than five (5) nor more than twenty-five (25). The Bylaws also provide for three classes of directors with staggered three-year terms of office. Terms of the members of each Class expire at successive annual meetings. Currently, Class A consists of five directors; Class B consists of five directors; and Class C consists of five directors. At the 2024 Annual Meeting, Mr. Grubic will retire as a Class A director and Messrs. Gumina and Sparks will retire as Class B directors. The Board nominated the three persons named below to serve as directors until the 2027 Annual Meeting of Shareholders and until their successors are duly elected and qualified or until their earlier death, resignation, retirement or removal from office. The Board Chair individually met with and interviewed each of the other candidates for re-nomination to assess if the candidate desired to serve an additional term and to determine the best manner in which each director could serve most effectively in the next three years. The nominees are presently members of the Board and have consented to serve another term as a director if re-elected. If the nominees should be unavailable to serve for any reason, a majority of the Board then in office may select someone to fill the vacancy until the expiration of the term of the Class of directors to which he or she is appointed. The proxy holders intend to vote proxies for the election of each of the three nominees named below, unless you indicate that your vote should be withheld from any or all of them. Brokers holding shares beneficially owned by their clients do not have the ability to cast votes with respect to the election of directors unless they have received instructions from the beneficial owner of the shares. It is therefore important that you provide instructions to your broker if your shares are held by a broker so that your vote with respect to directors is counted.
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| The Board proposes the following nominees for election as Class B Directors at the annual meeting: | | | • Kimberly J. Brumbaugh | • Rory G. Ritrievi | | • Maureen M. Gathagan | |
PROPOSAL NO. 1: ELECTION OF DIRECTORS
| | The Board unanimously recommends a vote FOR the election of each of the nominees listed above as Class B Directors of Mid Penn Bancorp, Inc. |
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| 2024 PROXY STATEMENT | 1 |
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The following individuals currently are serving three-year terms on the Corporation’s Board and will serve until their successors are duly elected and take office. Information, as of the date of this proxy statement, concerning the three nominees to the Board and the nine continuing directors appears below. The ages of our directors are as of May 14, 2024, and all other information (other than share ownership) is as of the date of this proxy statement. There are no family relationships among the directors or between the directors and any executive officer. Class A Directors (to serve until 2026)
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| Age: 57 Director Since: 2023 Independent Board Committees • Compensation | Albert J. Evans | | | Biographical Information Mr. Evans is the President of the law firm of Fanelli, Evans & Patel, P.C. with offices in Pottsville, Wyomissing and Sunbury, PA, and has been licensed for more than thirty years to practice law in the state and federal courts of Pennsylvania and New Jersey. Mr. Evans is a board member of the Pennsylvania Trial Lawyers Association. He is an appointed delegate for the Pennsylvania Bar Association and past President of the Schuylkill County Bar Association. He has also served on the boards of Riverview Financial and the Union Bank and Trust Company. Mr. Evans has served as lead trial counsel in numerous complex litigation cases, is a member of the Million Dollar Advocates Forum, and represents numerous municipalities and municipal authorities. He was also selected as a Pennsylvania Super Lawyer from 2019 to 2023. Mr. Evans holds a bachelor’s degree from Colby College and a Juris Doctor from Widener University School of Law. He served as counsel for a financial institution and has experience with acquisition transactions and corporate legal matters. Mr. Evans is a board member of multiple nonprofit civic organizations including Schuylkill YMCA, Walk-In-Art Center, Haven Unified, and Schuylkill Haven Island Committee and serves as a Eucharistic minister at St. Nicholas Church in Minersville. In addition to serving on the Compensation Committee of the Corporation, Mr. Evans chairs the Trust Committee of the Bank. Because of his legal expertise and his community involvement, the Board has determined that Mr. Evans adds value to the Corporation and is qualified to serve on the Board. |
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| Age: 62 Director Since: 2023 Independent Board Committees • IT/Compliance (Chair) • Nominating and Corporate Governance | Joel L. Frank Biographical Information Mr. Frank is Chairman, Managing Partner and Executive Committee Chairman of Lamb McErlane PC, and concentrates his practice in commercial and civil litigation in state and federal courts, attorney and judicial discipline and ethical matters, as well as election law. Mr. Frank is rated “AV Preeminent” by Martindale-Hubbell and has been named a Pennsylvania Super Lawyer for general litigation every year since 2005. Mr. Frank holds a Bachelor of Arts degree in criminal justice from University of Delaware and a Juris Doctor from Widener University School of Law. Mr. Frank serves on the National Board of Directors for Alex’s Lemonade Stand Foundation and the Board of Directors and Executive Board of the Zoological Society of Philadelphia. He is also a Commissioner on the Pennsylvania State Athletic Commission. The Board has determined that Mr. Frank’s legal expertise and extensive community involvement qualify him to serve on the Board. |
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| Age: 69 Director Since: 2021 Independent Board Committees • Audit (Vice Chair) • IT/Compliance • Nominating and Corporate Governance | Brian A. Hudson, Sr. | | | Biographical Information Prior to his retirement, Mr. Hudson served for almost 20 years as the Executive Director and CEO of the Pennsylvania Housing Finance Agency (PHFA), an agency whose mission is to address affordable housing finance through specialized financing programs at the federal, state, and local levels. He is a Certified Public Accountant, a Chartered Global Management Accountant, and a Certified Treasury Professional. Mr. Hudson earned a Bachelor of Science degree in business administration from The Pennsylvania State University. Currently he serves, with the designation of SEC Financial Expert, as a Director and Audit Committee Chair of Erie Indemnity Company, a Nasdaq-listed company, and as a Director for the Community Development Trust and the Penn State Health Milton S. Hershey Medical Center. Mr. Hudson is past President and former board member of the National Council of State Housing Agencies, is past Chair of the Commonwealth Cornerstone Group, and previously served on the board of the National Housing Trust. He has also served on the Federal Reserve Board of Consumer Advisory Council and is former Director and Audit Committee Chair of the Federal Home Loan Bank of Pittsburgh. The Board has determined that Mr. Hudson’s extensive background in accounting and finance and industry knowledge, as well as his current and past service on a number of boards qualify him to serve on the Board. |
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| Age: 64 Director Since: 2012 Independent Board Committees • Audit (Chair) • Executive | John E. Noone | | | Biographical Information Mr. Noone began his career in accounting and became a Certified Public Accountant before entering banking and corporate finance. As a banker, Mr. Noone managed a commercial banking division of Pennsylvania National Bank as Vice President and Regional Commercial Banking Manager in Harrisburg, PA. He became an entrepreneur with the acquisition of McCann School of Business in 1993, and the founding of Higher Education Solutions, LLC in 2003. In 2007, Mr. Noone formed Shamrock Investments, LLC, a Central Pennsylvania firm that invests in commercial real estate and private business equity, where he currently serves as President. Mr. Noone earned a Bachelor of Science degree in business with a concentration in accounting from Marywood University. He also completed the Central Pennsylvania School of Commercial Banking at Bucknell University and the Advanced Commercial Lending School at the University of Virginia. Mr. Noone has served on the board of directors of the Pennsylvania Economic Development Financing Authority, Pennsylvania Chamber of Business and Industry, and various other civic and community organizations. Due to his extensive business experience and his accounting and banking background, the Board has determined that Mr. Noone adds value to the Corporation and is qualified to serve as the Lead Independent Director. |
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| 2024 PROXY STATEMENT | 3 |
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Class B Directors and Class B Nominees (to serve until 2027)
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| Age: 55 Director Since: 2019 Independent Board Committees • Compensation (Vice Chair) • Executive • IT/Compliance | Kimberly J. Brumbaugh | | | Biographical Information Ms. Brumbaugh is the Managing Partner and Founder of Brumbaugh Wealth Management, LLC. She founded the company in 2004 after having worked in the industry for a Philadelphia firm from 1998-2003. She began her career in the automotive industry where she managed a department of 30 employees while attending Widener University at night for business administration. She continued her education at The American College of Financial Services in Bryn Mawr, PA, where she earned her securities licenses and certifications in financial services. Ms. Brumbaugh’s firm manages just over $500 million in client assets. She received the 2023 Leadership award from the Chester County Boy Scouts and was recognized as a Five Star Wealth Advisor in Fortune Magazine and Philadelphia Magazine in 2023. Ms. Brumbaugh received the Executive of the Year award from the Chester County Chamber of Business & Industry in 2022, and was recognized as a Top Wealth Manager in the Wall Street Journal in 2019. She has served on nonprofit boards for 26 years, most recently as a Trustee for Chester County Hospital Foundation Board and Chaired the Finance & Investment Committee through December 2023. In addition, she supports her industry as a member of the National Association of Insurance and Financial Advisors (NAIFA) and Cetera Advisor Networks’ Representative Advisory Council. The Board has determined that Ms. Brumbaugh’s extensive knowledge of business operations, development of employees, financial management, leadership, and community development qualify her to serve on the Board. |
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| Age: 50 Director Since: 2021 Independent Board Committees • Compensation • IT/Compliance (Vice Chair) | Maureen M. Gathagan | | | Biographical Information Ms. Gathagan is a founding partner of Bittersweet Management, LLC and a member of Gathagan Investment Co., LP. She has more than 20 years of diverse management experience in various industries including retail pharmacy, retail grocery, and franchised fast-food restaurants. She earned a Bachelor of Arts degree in applied psychology from Indiana University of Pennsylvania and a Master of Science degree in industrial and organizational psychology from the University of Baltimore. Ms. Gathagan is an active member of the Clearfield community by serving on the Clearfield Educational Foundation and Clearfield County Charitable Foundation boards. The Board has determined that Ms. Gathagan’s active involvement and participation in numerous local nonprofit and charitable organizations qualify her to serve on the Board. |
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| Age: 60 Director Since: 2009 Board Committees • Executive (Chair) • IT/Compliance • Real Estate | Rory G. Ritrievi | | | Biographical Information On February 25, 2009, Rory G. Ritrievi joined the Corporation and the Bank as President and Chief Executive Officer. Mr. Ritrievi has worked in the financial services industry for more than 37 years. He previously served as Senior Executive Vice President/Market President and Chief Lending Officer of Commerce Bank, Harrisburg, where he managed all aspects of the customer experience including the retail network, lending, marketing and public relations. As Chief Lending Officer, Mr. Ritrievi was responsible for loan production, credit quality and credit administration. Mr. Ritrievi holds a Juris Doctor from Widener University School of Law and a Bachelor of Arts degree in economics from the University of Pittsburgh. He is a licensed, but nonpracticing, attorney in the state of Pennsylvania. He currently serves on the Advisory Board for Widener Law Commonwealth’s Business Advising Certificate Program and on the Board of Directors of the Harrisburg Area YMCA. He previously served on the Federal Reserve Bank of Philadelphia’s Community Depository Institution Advisory Council and on the Board of Directors of the Pennsylvania Association of Community Bankers. Because of his banking experience, his educational background, and leadership skills, the Board concluded that Mr. Ritrievi is the right person to lead the Corporation and the Bank and that these attributes qualify him to serve as President and Chief Executive Officer and Board member of the Corporation and the Bank. |
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Class C Directors (to serve until 2025)
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| Age: 65 Director Since: 2011 Independent Board Committees • Audit • Executive • Nominating and Corporate Governance (Chair) | Robert A. Abel | | | Biographical Information Mr. Abel is a Certified Public Accountant and Certified Specialist in Estate Planning, and is a Principal, shareholder, and past member of the executive committee of Brown Plus in Camp Hill, PA. This regional CPA firm provides tax, audit, and consulting services. Mr. Abel has written many articles and participated in seminars on the topics of estate planning, wealth transfer, and financial planning. He received a Bachelor of Science degree from Shippensburg University. Mr. Abel is a member of the American Institute of Certified Public Accountants, the Pennsylvania Institute of Certified Public Accountants, and the National Association of Estate Planners & Councils. He served as past Chairman of the Harrisburg YMCA. Mr. Abel has attended several bank director training seminars sponsored by Bank Director. The Board has determined that Mr. Abel’s vast knowledge in the accounting industry qualifies him to serve on the Board. |
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| 2024 PROXY STATEMENT | 5 |
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| Age: 47 Director Since: 2008 Independent Board Committees • Compensation • IT/Compliance • Nominating and Corporate Governance (Vice Chair) | Matthew G. DeSoto | | | Biographical Information Mr. DeSoto is the President and CEO of MITER Brands, based in Gratz, PA. MITER Brands is a leading fabricator of window and patio door products designed for residential and light commercial projects throughout the United States. Mr. DeSoto attended The Pennsylvania State University pursuing a Bachelor of Science degree in marketing. He serves on the Board of the MITER Brands Charitable Foundation, and is an active member of the Young Presidents Organization. The Board has determined that Mr. DeSoto’s knowledge of all aspects of business operations is an asset to the Corporation and well qualifies him to serve on the Board. |
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| Age: 64 Director Since: 2023 Independent Board Committees • IT/Compliance • Nominating and Corporate Governance | Bruce A. Kiefer | | | Biographical Information Mr. Kiefer has worked as a chemist in the Research & Development and Quality & Regulatory departments of The Hershey Company since 1984. During his career, he has held various scientific and management roles within the company. Along with his management responsibilities, he oversees the Laboratory Information Management System database and serves as the company’s Chemical Hygiene Officer. He is also a managing partner of Lawrence Keister & Co. Mr. Kiefer earned a Bachelor of Science degree in chemistry from Dickinson College and a Master of Science degree in food science from The Pennsylvania State University. He was a founding member of Pedal for Goodness (formerly the Tour de Chocolate Town) charitable bicycle ride to benefit Children’s Miracle Network. Mr. Kiefer has served as the treasurer of the Keystone Section of the Institute of Food Technologists for more than 25 years and is a member of the Scholarship Committee. Additionally, he has served as the treasurer of the Food Industry Group Food Science Alumni Association for more than 20 years. Bank Director recognized Mr. Kiefer for the successful completion of the required courses needed for the Bank Director Certification Program on November 23, 2023. The Board has determined that Mr. Kiefer’s business management experience and community involvement qualify him to serve on the Board. |
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| Age: 65 Director Since: 2003 Independent Board Committees • Compensation (Chair) | Theodore W. Mowery | | | Biographical Information Mr. Mowery is a founding partner of Gunn Mowery, LLC, which employs over 60 people and manages insurance and employee benefit programs for over 10,000 clients. He is also a founding partner of Mowery Insurance, Inc. Mr. Mowery is a licensed agent in life, health, property, and casualty insurance and holds Securities Series 6 and 63 licenses. He is also a member of the National Association of Insurance and Financial Advisors and the Estate Planning Council of Central Pennsylvania. Mr. Mowery received a Bachelor of Arts degree from Gettysburg College. He has served on numerous civic and community boards in the greater Harrisburg area. Due to his vast knowledge of the insurance services industry and his experience in managing all aspects of his company, the Board has determined that Mr. Mowery adds substantial value to the Corporation and is well qualified to serve as a member of the Board. |
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| Age: 62 Director Since: 2006 Independent Board Committees • Audit • Real Estate (Chair) | William A. Specht, III | | | Biographical Information Mr. Specht is President and CEO of Seal Glove Manufacturing, Inc. and Ark Safety, and serves on the Board of Directors. In 2012, he was appointed Vice Chair of the Board of the Corporation and the Bank and served in this role until July 2021. Mr. Specht served on the Dauphin County Planning Commission for nine years, serving as Chair for two years and Vice Chair for two years. Mr. Specht also served on the Board of MANTEC, a nonprofit organization and was a member of the Consumer Advisory Board of Capital Blue Cross. Mr. Specht is an active member of the Millersburg community and has served and continues to serve in various capacities with various organizations. The Board has determined that Mr. Specht’s business knowledge and management experience add value to the Corporation and qualify him well to serve on the Board. |
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| 2024 PROXY STATEMENT | 7 |
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Compensation of the Board The Corporation periodically obtains or conducts a survey of director fees, committee fees and other director compensation of banks that are similar in asset size and in similar markets to the Corporation and the Bank. The Compensation Committee reviews these surveys and recommends to the full Board any changes to the compensation of Board members for the upcoming year. The Board has final approval of the compensation of its directors. Directors, with the exception of the Lead Independent Director, received an annual Board fee of $55,000 for the year 2023. Mr. Noone received $87,500 for serving as Lead Independent Director and Committee Chair. Committee Chairs received an additional $7,500 in annual compensation. Committee Vice Chairs received an additional $2,500 in annual compensation. Effective May 19, 2023, Messrs. Evans and Frank were appointed directors of Mid Penn Bancorp, Inc., having previously served as directors of Mid Penn Bank, and in that capacity received Board fees in the amount of $14,583 and $15,417, respectively. Board members who also serve on the Bank’s Regional Business Development Advisory Boards receive an additional fee for each meeting attended. In 2023, Ms. Brumbaugh attended four meetings of the Mid Penn Bank Southeast Region Business Development Advisory Board, receiving total fees of $3,250 for such additional service. Additionally, in 2023, Mr. Evans attended three meetings of the Mid Penn Bank Northern Region Business Development Advisory Board, receiving total fees of $3,000 for such additional service. Mr. Frank, in 2023, attended three meetings of the Mid Penn Bank Southeast Region Business Development Advisory Board, receiving total fees of $2,250. No other directors received such additional meeting fees. Mr. Ritrievi does not receive a fee for serving on the Board. On June 1, 2023, each non-employee Director who was serving on the Board at that time, with the exception of Mr. Evans, Mr. Frank, and Mr. Gumina who were appointed to the Board on May 19, 2023, was awarded a restricted stock grant of $40,005, equating to 1,760 shares of the Corporation’s common stock, with a fair market value of $22.73 per share, as part of his or her compensation. These common stock awards were granted with a one-year vesting restriction. The Corporation and Bank maintain a deferred fee plan for directors, which enables a director to annually elect to defer payment of his or her fees until he or she terminates service on the Board. For 2023, the maximum amount each director could defer was 100% of his or her annual director’s fee. Participating directors may elect to receive either a lump sum or equal monthly installments in an amount equal to his or her deferral account (plus interest) upon retirement, early termination, disability, change in control or a hardship. If a director dies before distribution of his or her deferral account commences, the director’s designated beneficiary is entitled to receive the amounts in his or her deferral account or the projected account balance at the time the Corporation adopted the deferred fee plan (limited by the amount of net coverage purchased by the Bank), whichever is greater. For 2023, current members of the Corporation’s Board participated in this plan as follows: Mr. Abel deferred $50,500; Mr. Grubic deferred $44,000; Mr. Kiefer deferred $41,250; Mr. Mowery deferred $62,500; and Mr. Noone deferred $87,500. In September 2023, the Board determined to terminate the Mid Penn Bank Director Retirement Plan, which provided Bank directors with at least five years of service with a modest retirement benefit. In connection with the termination of the plan, all directors with less than five years’ service were deemed vested at the minimum amount of five years’ service and future benefit accruals were frozen. Under applicable tax regulations, all amounts attributed to plan participants will be distributed in a lump sum payment on or about October 1, 2024. As detailed in the “Director Compensation Table,” in 2023, the current non-employee members of the Corporation’s Board were paid $1,377,191, in the aggregate, for their service as directors, which includes (i) all Board fees and fees paid to Ms. Brumbaugh and Messrs. Evans and Frank for attendance at Mid Penn Bank Business Development Advisory Board meetings, (ii) the value of restricted stock awards, and (iii) change in pension value and nonqualified deferred compensation earnings.
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The following table summarizes the total compensation that non-employee directors earned for service as directors of the Corporation for the year ended December 31, 2023. Director Compensation Table
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| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(2) | Total ($) | | Robert A. Abel | 62,500 | 40,005 | 4,829 | 107,334 | | Kimberly J. Brumbaugh | 60,750(3) | 40,005 | 4,270 | 105,025 | | Matthew G. DeSoto | 57,500 | 40,005 | 3,902 | 101,407 | | Albert J. Evans | 52,791(4) | - | - | 52,791 | | Joel L. Frank | 54,125(5) | - | 4,668 | 58,793 | | Maureen M. Gathagan | 56,042 | 40,005 | - | 96,047 | | Howard R. Greenawalt | 18,333 | - | - | 18,333 | | Robert C. Grubic | 55,000 | 40,005 | 5,103 | 100,108 | | Frank J. Gumina, Jr. | 32,083 | - | - | 32,083 | | Brian A. Hudson, Sr. | 57,500 | 40,005 | 10,078 | 107,583 | | Gregory M. Kerwin | 18,333 | - | 5,103 | 23,436 | | Bruce A. Kiefer | 45,833 | 40,005 | - | 85,838 | | Theodore W. Mowery | 62,500 | 40,005 | - | 102,505 | | John E. Noone | 87,500 | 40,005 | 4,792 | 132,297 | | Noble C. Quandel, Jr. | 20,833 | - | 5,103 | 25,936 | | David E. Sparks | 55,000 | 40,005 | 25,515 | 120,520 | | William A. Specht, III | 62,500 | 40,005 | 4,650 | 107,155 |
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| (1) Amounts reflect the 1,760 shares of restricted stock granted on June 1, 2023 based on the fair value of the common stock on the grant date ($22.73 per share). |
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| (2) Amounts reflect the present value of the amount accrued to the directors in 2023 for the Mid Penn Bank Director Retirement Plan. |
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| (3) Includes $3,250 in fees paid to Ms. Brumbaugh for attending the Bank’s Southeast Region Business Development Advisory Board meeting. |
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| (4) Includes $14,583 in Mid Penn Bank Board fees and $3,000 in fees paid to Mr. Evans for attending the Bank’s Northern Region Business Development Advisory Board meetings. |
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| (5) Includes $15,417 in Mid Penn Bank Board fees and $2,250 in fees paid to Mr. Frank for attending the Bank’s Southeast Region Business Development Advisory Board meetings. |
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| 2024 PROXY STATEMENT | 9 |
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Overview The Board believes that the purpose of corporate governance is to ensure that the Corporation employs a system of operating practices and procedures designed to maximize shareholder value in a manner consistent with legal and regulatory requirements and the highest standards of integrity. The Board has adopted and adheres to corporate governance practices which the Board believes promote these objectives, are sound and represent best practices. These governance practices, Pennsylvania law (the state of incorporation), the rules and listing standards of The Nasdaq Stock Market LLC (“Nasdaq”) and the Securities and Exchange Commission (the “SEC”) regulations, as well as best practices suggested by recognized governance authorities, are continually reviewed for consistency and applicability. As a result of this review process, in 2023 the Board recommended, and the Corporation’s shareholders approved, an amendment to the Corporation’s articles of incorporation to eliminate the supermajority shareholder vote requirement in transactions that receive the support of at least eighty percent (80%) of the members of the Board. Going forward, transactions that receive the overwhelming support of the Board will require only such vote of the shareholders, if any, as required by the Pennsylvania Business Corporation Law or Nasdaq rules. In those limited instances in which a vote is required, a majority of votes cast at the meeting will be sufficient to approve the transaction. With respect to the composition of its Board, the Corporation seeks director candidates who uphold the highest standards of professionalism, are committed to the Corporation’s values and are strong independent stewards of the long-term interests of shareholders, employees, customers and the communities in which we work. The Board, through the Nominating and Corporate Governance Committee, considers Board composition on an ongoing basis, with a focus on recruiting directors who exhibit the qualities required to effectively oversee the Corporation, including its present and future strategies. The Board primarily seeks directors with experience in fields relevant to the Corporation’s businesses and operations and who are willing to effectively challenge and provide independent oversight of management. The Board seeks candidates who collectively reflect a meaningful level of diversity in four specific areas: expertise and experience; tenure and age; gender, race, ethnicity; and geography. All of our directors must be qualified in terms of education, professional experience and applicable skills or core competencies. Each director must exhibit integrity, self-assurance, sound judgment, financial literacy, a history of achievement, a collaborative approach to decision making, inquisitiveness, enthusiasm and, of extreme importance, an independent mindset. The Board believes that it is important that a director’s and shareholders’ interests are financially aligned. In order to promote such alignment of interests, the Corporation adopted a policy in 2023 that directors seeking re-election are required to beneficially own, as of the month-end prior to the date of nomination, such number of shares of common stock having an aggregate value of not less than that identified in the table below. The minimum value shall be determined by multiplying the number of shares owned times the greater of the tangible book value per share and stock price. The number of shares, stock price, and tangible book value shall be determined as of the month-end prior to the date of nomination.
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| Elected Term Being Sought | Minimum Value of MPB Common Stock | | Second | $75,000 | | Third | $150,000 | | Fourth | $225,000 | | Fifth | $300,000 |
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The Board also believes that director refreshment is an important component of good corporate governance and seeks to ensure periodic refreshment through a combination of a mandatory retirement age and term limits. By
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limiting the age and tenure of directors, the Board ensures that the Corporation will benefit from a balanced mix of long-term institutional knowledge, fresh ideas, and independence from management, while promoting director engagement and mitigating against complacency. To that end, the Corporation’s Bylaws require a director to retire at age 72 and, with certain limited exceptions for directors in office as of January 1, 2020, limits director tenure to a maximum of 15 years, in the aggregate. For more information regarding the director retirement and tenure policy, please refer to the Nominating and Corporate Governance Committee Policy and Charter available on the Corporation’s website. Director Independence The Corporation’s current Board is comprised of fifteen individuals. The Board has determined that all but one of the Corporation’s non-executive Board members are independent under Nasdaq’s corporate governance listing standards, resulting in 86% of the Board being deemed independent of management. In accordance with Nasdaq listing standards, only independent directors serve on the Audit, Compensation, and Nominating and Corporate Governance Committees. To be considered independent, a director must have no disqualifying relationships as defined by the Nasdaq listing rules, and the Board must have affirmatively determined that the director has no other relationship with the Corporation, either directly or indirectly, that would interfere with his or her exercise of independent judgment in carrying out the responsibilities of a director. In determining the directors’ independence, the Board considered both loan and non-loan transactions between the Bank and the directors, their family members and businesses with whom they are associated, as well as any contributions made to nonprofit organizations with whom they are associated. Applying the foregoing, the Board has determined that the following directors are independent: Robert A. Abel, Kimberly J. Brumbaugh, Matthew G. DeSoto, Albert J. Evans, Joel L. Frank, Maureen M. Gathagan, Robert C. Grubic, Frank J. Gumina, Jr., Brian A. Hudson, Sr., Bruce A. Kiefer, Theodore W. Mowery, John E. Noone, and William A. Specht, III. Rory G. Ritrievi, current Chair, President, and Chief Executive Officer of the Corporation, and David E. Sparks, who received consulting fees from the Corporation in 2021, are not considered independent. For more information regarding types of transactions, relationships or arrangements considered by the Board in reaching its determination that the directors are independent, please refer to “Related Person Transactions.” Board Leadership Structure The Board is led by a Chair selected by the Board. Prior to 2021, the Nominating and Corporate Governance Committee Policy and Charter (the “N&CGC Policy”) required that the role of Chair be filled by a non-executive director. Following a review of the practices of similarly situated, exchange-listed bank holding companies, the Board determined it to be advisable to update the N&CGC Policy to grant the Board the discretion to combine or separate the positions of Chair and Chief Executive Officer depending on the needs and circumstances of the Corporation as they exist from time to time. Rory G. Ritrievi, President and Chief Executive Officer, currently serves as Board Chair. The Board believes that Mr. Ritrievi’s leadership role in developing the strategic vision of the Corporation, extensive knowledge of all aspects of the Corporation’s business, risks, shareholder base, employees and customers, and his intimate involvement in the Corporation’s day-to-day activities uniquely qualify him to serve as Board Chair during this important stage of the Corporation’s development, while the presence of an overwhelming majority of independent directors on the Board, coupled with a strong Lead Independent Director in Mr. Noone, enables the Board to continue to effectively provide guidance to, and oversight and accountability of, management. The N&CGC Policy empowers the Chair to call meetings of the Board, preside over meetings of the Board and shareholders, and oversee the information provided to the Board in advance of meetings.
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| 2024 PROXY STATEMENT | 11 |
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In the event that the Chair is an executive of the Corporation or otherwise not independent under Nasdaq listing rules, the N&CGC Policy requires that the Board elect a Lead Independent Director, who shall be independent as determined in accordance with Nasdaq listing rules and shall:
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| • | preside over meetings in the absence of the Chair; |
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| • | preside over meetings of the independent directors and facilitate communications between the independent directors and the Chair; |
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| • | have the authority to call meetings or executive sessions of the independent directors; |
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| • | serve as the liaison between the independent directors and the Chair; |
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| • | be available for consultation and direct communication with major shareholders, as appropriate; |
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| • | provide input to the Chair regarding agenda items and information requested by directors; and |
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| • | discharge such other responsibilities as the Board may assign from time to time. |
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John E. Noone currently serves as Lead Independent Director. Nasdaq listing rules require that our independent directors meet in executive session at least once annually. Independent director meetings were held in April 2023 and October 2023. Risk Oversight by Board The Board is responsible for defining the strategic vision of the Corporation, establishing acceptable risk tolerances within which management is required to operate in order to attain identified strategic objectives, and overseeing and holding management accountable for execution of the overall strategic plan, all with a view toward maximizing shareholder value. Much of this oversight function is administered through the use of committees, which are focused on particular aspects of the Corporation and Bank’s operations and functions, and the risk inherent in those operations and functions. The Board seeks to constitute its committees with Board members who possess certain expertise or skill sets complementary to that committee’s oversight function. For example, the Audit Committee, which is charged with overseeing the financial risk associated with the Corporation’s operations, is comprised of three Board members who qualify as a “financial expert” under the Sarbanes-Oxley Act. In addition to the general oversight of Corporation business and operations, and recognizing the unique risks that cyber threats pose to today’s financial institutions, the Board also reviews a comprehensive quarterly Enterprise Risk Management Report, prepared by the Bank’s Chief Risk Officer, which includes metrics and trends on major risk areas, including cybersecurity, asset quality, interest rate risk, operations, capital adequacy, and liquidity. Additionally, the IT/Compliance Committee provides further support to the Board in its role of overseeing cybersecurity risks affecting the Corporation by focusing particularly on new and emerging threats and the Corporation’s defenses and responses to those threats. The Board also recognizes the unique risks that may be posed by virtue of an organization’s compensation practices. In establishing the compensation of the Corporation’s executive officers, specifically, and overseeing the compensation programs of all employees, generally, the Compensation Committee is required to consider the risks associated with the Corporation’s compensation practices, to ensure that such practices do not encourage the taking of unnecessary risks. Further, in addition to receiving regular reports from Board committees, the Board Chair and the Corporation’s officers keep the full Board informed of the Corporation’s business through regular meetings and by providing regular reports and other materials to Board members. For more information about the Board’s committees, see “Committees and Meetings of the Corporation’s Board” below.
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| 12 | |
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Code of Ethics The Corporation has adopted a Code of Ethics that applies to directors, officers and employees of the Corporation and the Bank. The Corporation last amended the Code of Ethics on January 26, 2022. A copy of the Code of Ethics may be viewed on the Corporation’s website, www.midpennbank.com, under Governance Documents in the Corporate Information section under the Investors link or requested from the Corporate Secretary by telephone at (866) 642-7736. Restrictions on Trading & Hedging Our Code of Ethics includes insider trading and anti-hedging provisions that prohibit all employees and directors from day trading or short selling Corporation securities and from engaging in transactions in any derivative of Corporation securities (other than securities issued under a Corporation compensation plan), including buying and writing options. Shareholder Communications Any shareholder who wishes to communicate with the Board may send correspondence to Rory G. Ritrievi, Chair, President, and Chief Executive Officer, Mid Penn Bancorp, Inc., at 2407 Park Drive, Harrisburg, Pennsylvania 17110, with a copy to Elizabeth O. Martin, Corporate Secretary, at the same address. Written communications received from shareholders are shared with the full Board or appropriate committee as warranted. The Board has a complaint procedure for communicating accounting, internal accounting controls and auditing matters. Complaints generated are directed to a separate mailing address, which is under the control of the Chair of the Audit Committee. Please refer to Governance Documents in the Corporate Information section under the Investors link on the Corporation’s website at www.midpennbank.com for complete details. A shareholder who intends to nominate an individual for election to the Board (other than a candidate proposed by the Board) must notify the Secretary of the Corporation in compliance with the requirements of Article 10, Section 10.1 of the Corporation’s Bylaws. Any shareholder who intends to nominate a candidate for election to the Board must notify the Secretary of the Corporation in writing not less than the earlier of (1) 120 days prior to the anniversary date of the initial proxy materials or of a notice of the meeting by the Corporation in connection with the immediately preceding Annual Meeting of Shareholders (which would be November 28, 2024, for the 2025 annual meeting), or (2) the deadline for submitting shareholder proposals for inclusion in a proxy statement and form of proxy as calculated under Rule 14a-8(e) promulgated by the SEC (which is also November 28, 2024, for the 2025 annual meeting). In addition to satisfying the foregoing requirements under the Corporation’s Bylaws, to comply with the SEC’s new universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Corporation’s nominees must provide notice that sets forth the information required by SEC Rule 14a-19 no later than 60 days prior to the anniversary of the previous year’s annual meeting date (which would be March 15, 2025, for the 2025 annual meeting). Annual Meeting Attendance Thirteen (13) of the fifteen (15) directors attended the 2023 Annual Meeting of Shareholders. While the Corporation does not have a formal policy regarding attendance, all directors are strongly encouraged to attend the Annual Meeting of Shareholders. Committees and Meetings of the Corporation’s Board During the year ended December 31, 2023, the Corporation’s Board of Directors held 17 meetings. In addition, the Corporation’s independent Board members held two independent Board meetings during 2023.
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| 2024 PROXY STATEMENT | 13 |
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During 2023, the Board maintained six standing committees, four of which serve only the Corporation: Nominating and Corporate Governance, Executive, Audit, and Compensation; and two of which jointly serve the Corporation and the Bank: Real Estate, and IT/Compliance. Only independent directors serve on the Audit, Compensation, and Nominating and Corporate Governance Committees. Current committee membership is displayed in the following table. Committee Membership Table
PROPOSAL NO. 1: ELECTION OF DIRECTORS
| | Nominating and Corporate Governance (Corporation only) | Executive (Corporation only) | Audit (Corporation only) | Compensation (Corporation only) | Real Estate (Joint) | IT/ Compliance (Joint) | | Robert A. Abel | CC | ● | ●/FE | | | | | Kimberly J. Brumbaugh | | ● | | VC | | ● | | Matthew G. DeSoto | VC | | | ● | | ● | | Albert J. Evans | | | | ● | | | | Joel L. Frank | ● | | | | | CC | | Maureen M. Gathagan | | | | ● | | VC | | Robert C. Grubic (1) | | | ● | | ● | | | Frank J. Gumina, Jr. (1) | | | | | ● | | | Brian A. Hudson, Sr. | ● | | VC/FE | | | ● | | Bruce A. Kiefer | ● | | | | | ● | | Theodore W. Mowery | | | | CC | | | | John E. Noone | | ● | CC/FE | | | | | Rory G. Ritrievi | | CC | | | ● | ● | | David E. Sparks (1) | | ● | | | ● | | | William A. Specht, III | | | ● | | CC | | | Meetings Held in 2023 | 6 | 2 | 5 | 5 | 4 | 4 |
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| CC | Committee Chair |
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| VC | Committee Vice Chair |
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| ● | Member |
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| FE | Financial Expert per Section 407 of the Sarbanes-Oxley Act |
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| (1) Retiring from the Board at the 2024 Annual Meeting |
PROPOSAL NO. 1: ELECTION OF DIRECTORS
During 2023, each of the directors attended at least 75% of the aggregate of all meetings of the Board and the committees on which he or she served, with the exception of Frank J. Gumina, Jr., who attended 71% of meetings during his tenure on the Board. The independent directors met in executive session two times in 2023.
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| 14 | |
PROPOSAL NO. 1: ELECTION OF DIRECTORS
The function of each of the Corporation’s committees is described below.
PROPOSAL NO. 1: ELECTION OF DIRECTORS
| Nominating and Corporate Governance Committee | | Among other responsibilities, this committee identifies, evaluates and recommends to the Board candidates for election or appointment as directors; monitors and makes recommendations to the Board on matters of policies and practices relating to corporate governance; and makes recommendations to the Board with respect to amendments to the Corporation’s organizational documents. All members of the Nominating and Corporate Governance Committee are independent (as independence is currently defined by Nasdaq listing standards). Robert A. Abel serves as Chair and Matthew G. DeSoto serves as Vice Chair of this committee. The Nominating and Corporate Governance Committee has a charter which is available under Governance Documents in the Corporate Information section under the Investors link on the Corporation’s website at www.midpennbank.com. When developing a list of potential nominees, the Nominating and Corporate Governance Committee may take into consideration names provided by shareholders, directors or executive management. Information is gathered concerning the potential Board member’s location of business and residence, shares owned, and profession or business. Information about the individual’s core competencies and personal characteristics, including integrity, expertise and enthusiasm, is also gathered to determine if the candidate meets the criteria listed in the N&CGC Policy. The Nominating and Corporate Governance Committee screens this information to narrow its search of final candidates to be interviewed. Upon completion of the interviews, the Committee makes a final recommendation to the full Board. All potential candidates are screened by the same process regardless of whether they are recommended by a director, a member of executive management, or a shareholder. |
PROPOSAL NO. 1: ELECTION OF DIRECTORS
With a goal of making progress toward inclusive representation of women and underrepresented minorities on the Board, the Nominating and Corporate Governance Committee has identified a goal of achieving, over time, a balanced level of diversity in the composition of the Board. While this goal continues to be a primary focus of the Committee, we are pleased to report that the Board has made significant progress over the last five years with the additions of Ms. Brumbaugh in 2019 and Mr. Hudson and Ms. Gathagan in 2021.
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| 2024 PROXY STATEMENT | 15 |
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The following matrix illustrates the core competencies determined by the Board to be exhibited by each director and nominee, as well as certain other qualifications and personal characteristics. Board Composition Matrix
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| | | | | | | | | | | | | | | | | | Core Competencies | | | | | | | | | | | | | | | | | Executive/Leadership | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Financial/Accounting/ Banking | ✓ | ✓ | ✓ | | | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Legal/Regulatory | | ✓ | | ✓ | ✓ | | | | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | Development, Succession, Benefits, Compensation | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | Information Technology | ✓ | ✓ | ✓ | | ✓ | ✓ | | | ✓ | ✓ | | | ✓ | | ✓ | | Self-Identified Personal Information | | | | | | | | | | | | | | | | | Age | 65 | 55 | 47 | 57 | 62 | 50 | 72 | 83 | 69 | 64 | 65 | 64 | 60 | 80 | 62 | | Gender (1) | M | F | M | M | M | F | M | M | M | M | M | M | M | M | M | | Race (2) | C | C | C | C | C | C | C | C | B | C | C | C | C | C | C | | Years Served on MPB Board | 13 | 5 | 16 | <1 | <1 | 2 | 18 | <1 | 3 | 1 | 21 | 12 | 15 | 6 | 18 | | Share Ownership | 28,727 | 6,564 | 70,092 | 26,093 | 6,314 | 6,590 | 61,618 | 24,278 | 3,864 | 1,039,172 | 50,987 | 57,505 | 50,242 | 113,213 | 45,786 | | Independence | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | N | N | Y |
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| (1) M – Male / F – Female |
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| (2) C – Caucasian / B – Black |
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Percent of Board members who meet diversity objectives—20% Average Age—64 Average Share Ownership—106,070 Percent of common stock beneficially owned by the Board—9.6%
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| 16 | |
PROPOSAL NO. 1: ELECTION OF DIRECTORS
The following matrix is required by Nasdaq listing rules and presents information provided by the directors as of the date of this proxy statement. Board Diversity Matrix (as of March 28, 2024)
PROPOSAL NO. 1: ELECTION OF DIRECTORS
| Total Number of Directors – 15 | | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 2 | 13 | — | — | | Part II: Demographic Background | | | | | | African American or Black | — | 1 | — | — | | Alaskan Native or Native American | — | — | — | — | | Asian | — | — | — | — | | Hispanic or Latinx | — | — | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | 2 | 12 | — | — | | Two or More Races or Ethnicities | — | — | — | — | | LGBTQ+ | — | — | — | — | | Did Not Disclose Demographic Background | — | — | — | — |
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| Executive Committee | | This committee may exercise the authority of the Board in the intervals between the meetings of the Board so far as may be permitted by law. Rory G. Ritrievi serves as Chair of this committee. |
PROPOSAL NO. 1: ELECTION OF DIRECTORS
| Audit Committee | | This committee oversees audit coverage, selects the independent registered public accounting firm, reviews the annual and quarterly financial statements of the Corporation and auditor’s reports, and monitors with management and the internal and external auditors the system of internal controls and its accounting and reporting practices. All members of the Audit Committee are non-employee directors and are independent (as independence is currently defined by Nasdaq listing standards). The Audit Committee has a charter which is available under Governance Documents in the Corporate Information section under the Investors link on the Corporation’s website at www.midpennbank.com. John E. Noone serves as Chair and Brian A. Hudson, Sr. serves as Vice Chair of this committee. Robert A. Abel, Brian A. Hudson, Sr., and John E. Noone serve as the Audit Committee Financial Experts. |
PROPOSAL NO. 1: ELECTION OF DIRECTORS
| Compensation Committee | | This committee assures that senior executives are compensated effectively in a manner consistent with the Corporation’s compensation strategy, internal equity considerations, competitive practice and the requirements of the appropriate regulatory bodies. This committee also reviews salary adjustments, compensation and benefits programs for all employees and makes recommendations to the Board. All members of the Compensation Committee are independent (as independence is currently defined by Nasdaq listing standards). The Compensation Committee has a charter which is available under Governance Documents in the Corporate Information section under the Investors link on the Corporation’s website at www.midpennbank.com. Theodore W. Mowery serves as Chair and Kimberly J. Brumbaugh serves as Vice Chair of this committee. |
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| 2024 PROXY STATEMENT | 17 |
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Environmental and Social Commitments As a publicly traded community financial institution, it is incumbent upon the Corporation to assure that its operations are conducted in a manner that is both consistent with environmental preservation and supportive of the entire community in which it operates. While the Corporation does not have a formal environmental policy because the nature of its operations does not result in a direct, material impact on the environment, the Corporation strives to operate in a manner that is environmentally friendly. We are currently in the process of implementing a multi-year plan to make each of the buildings in which the Corporation and its subsidiaries operate more environmentally friendly through scheduled renovations utilizing materials intended to leave as small a carbon footprint as economically feasible. Additionally, through its credit portfolio, the Corporation has strived to focus its efforts on companies that also operate in an environmentally-favorable manner. Additionally, the Corporation endeavors to be a socially-responsible corporate citizen. As evidenced by the hundreds of thousands of dollars it contributes to charitable causes throughout its footprint, the thousands of hours of community service provided by its employees during work hours, the dedication of its entire team to two major, annual charitable fundraising programs (to combat breast and prostate cancer), and the initiatives it has developed centering on women in banking and promoting diversity and inclusion, the Corporation is committed to being a socially-responsible corporate citizen.
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| 18 | |
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RELATED PERSON TRANSACTIONS Related person transactions greater than $120,000 must be approved by the Board prior to any commitment by the Bank to any such transaction. Directors do not participate in the discussions and are not present for voting on their own related person transactions. All of the material terms, conditions and purpose of the transaction must be described in writing and provided to the Board, together with the written request for approval of any such transaction. The transaction is to be reviewed and approved by the appropriate senior officer before being submitted to the Board for approval. Related person transactions for ongoing or continuing services can be reviewed and pre-approved within reasonable parameters established by the Board on an as-needed basis. If the terms, pricing or conditions change so as to go outside the specified parameters cited in the request, the transactions are required to be resubmitted for review and approval. From time to time, the Bank has engaged in and intends to continue to engage in banking and financial transactions in the ordinary course of business with the Corporation’s and the Bank’s officers and directors and their immediate families and companies in which they had an ownership interest of 10% or more, in each case on comparable terms as those prevailing from time to time for other customers and vendors. Loans from the Bank to such persons are made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Bank, and do not involve more than the normal risk of collectability or present other unfavorable features. The Corporation does not extend loans to related persons. The Bank is party to a lease agreement with an entity that is an affiliate of Mr. Noone, Lead Independent Director of the Corporation’s Board, in connection with a retail branch property located in Mechanicsburg, Pennsylvania, which has a remaining initial term of 11 years. Following our 2015 acquisition of Phoenix Bancorp, Inc., the Bank assumed a lease agreement with the same entity in connection with a retail branch property located in Frackville, Pennsylvania, which has a remaining initial term of 13 years. The aggregate lease payments to such entity, of which Mr. Noone is a 98% limited partner, totaled approximately $175,000 during 2023. In determining director independence, the Board considered these lease arrangements and concluded they do not impact the independence of Mr. Noone. Todd Ritrievi, brother of Chair, President and Chief Executive Officer Rory G. Ritrievi, has been employed by the Bank since 2022. He currently serves as Vice President, Senior Operations Project Manager. In such role, Mr. Ritrievi earned compensation in excess of $120,000 in 2023, and received retirement, health and wellness benefits, all on comparable terms as those provided for other employees of the Bank. Pursuant to the Related Person Transactions Policy, our Audit Committee reviewed and approved the details of Mr. Ritrievi’s employment. In 2023, Julie Webb, spouse of Senior Executive Vice President and Chief Financial Officer Justin T. Webb, was employed by the Bank as Senior Vice President, Director of Risk Management Services for MPB Risk Services, LLC, a subsidiary of Mid Penn Bancorp, Inc. In such role, Ms. Webb earned compensation in excess of $120,000 in 2023, and received retirement, health and wellness benefits, all on comparable terms as those provided for other employees of the Bank. Pursuant to the Related Person Transactions Policy, our Audit Committee reviewed and approved the details of Ms. Webb’s employment. Lawrence Kiefer, brother of director Bruce A. Kiefer, has been employed by the Bank since 2018. He currently serves as Vice President, Transition Ambassador in our western market. In such role, Mr. Lawrence Kiefer earned compensation in excess of $120,000 in 2023, and received retirement, health and wellness benefits, all on comparable terms as those provided for other employees of the Bank. Pursuant to the Related Person Transactions Policy, our Audit Committee reviewed and approved the details of Mr. Kiefer’s employment. Neither the Corporation nor the Bank has entered into any other material transactions, proposed or consummated, with any other director or executive officer of the Corporation or the Bank, or any associate of the foregoing persons.
PROPOSAL NO. 1: ELECTION OF DIRECTORS
| 2024 PROXY STATEMENT | 19 |
PROPOSAL NO. 1: ELECTION OF DIRECTORS
BENEFICIAL OWNERSHIP OF MID PENN BANCORP, INC.’S STOCK HELD BY PRINCIPAL SHAREHOLDERS AND MANAGEMENT Principal Shareholders The following table sets forth, to the best of the Corporation’s knowledge, those persons or entities who owned of record or beneficially on March 1, 2024, more than 5% of the outstanding shares of the Corporation’s common stock. Beneficial ownership of the Corporation’s common stock was determined by referring to Securities and Exchange Commission Rule 13d-3, which provides that a person should be credited with the ownership of any stock held, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares:
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| • | voting power, which includes the power to vote or to direct the voting of the stock; or |
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| • | investment power, which includes the power to dispose or direct the disposition of the stock; or |
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| • | the right to acquire beneficial ownership within 60 days after March 1, 2024. |
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| Name and Address of Beneficial Owner | Number of Shares | Percent of Class | | Lawrence Keister & Co. PO Box 254 Scottdale, PA 15683 | 1,003,259(1) | 6.1% | | Marilyn K. Andras 244 East Lake Road Acme, PA 15610 | 1,037,978(2) | 6.3% | | Lawrence J. Kiefer 305 Dogwood Drive Smithfield, PA 15478 | 1,038,251(3) | 6.3% | | Bruce A. Kiefer 944 East Walnut Street Palmyra, PA 17078 | 1,039,172(4) | 6.3% | | Donald F. Kiefer 156 Montgomery Road Scottdale, PA 15683 | 1,045,114(5) | 6.3% | | BlackRock, Inc. 50 Hudson Yards New York, NY 10001 | 1,181,709(6) | 7.1% |
PROPOSAL NO. 1: ELECTION OF DIRECTORS
| (1) Bruce A. Kiefer, a director of the Corporation, Donald F. Kiefer, a former director of the Corporation, Lawrence J. Kiefer, an employee of the Bank, and Marilyn K. Andras, a former employee of the Bank, may be deemed to be beneficial owners of these shares because each of these individuals is a managing partner of Lawrence Keister & Co., a Pennsylvania general partnership (the “Partnership”), and may be deemed to share investment and voting power. |
PROPOSAL NO. 1: ELECTION OF DIRECTORS
| (2) In addition to the 1,003,259 shares held in the name of the Partnership listed above, Marilyn K. Andras is also the beneficial owner of an additional 34,719 shares, giving her total beneficial ownership of 1,037,978 shares. |
PROPOSAL NO. 1: ELECTION OF DIRECTORS
| (3) In addition to the 1,003,259 shares held in the name of the Partnership listed above, Lawrence J. Kiefer is also the beneficial owner of an additional 34,992 shares, giving him total beneficial ownership of 1,038,251 shares. |
PROPOSAL NO. 1: ELECTION OF DIRECTORS
| (4) In addition to the 1,003,259 shares held in the name of the Partnership listed above, Bruce A. Kiefer is also the beneficial owner of an additional 34,525 shares individually, 1,000 shares held jointly with his spouse, and 388 shares held by his minor child, giving him total beneficial ownership of 1,039,172 shares. |
PROPOSAL NO. 1: ELECTION OF DIRECTORS
| (5) In addition to the 1,003,259 shares held in the name of the Partnership listed above, Donald F. Kiefer is also the beneficial owner of an additional 41,855 shares, giving him total beneficial ownership of 1,045,114 shares. |
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| (6) Based on information set forth in a Schedule 13G/A filed with the Securities and Exchange Commission on January 26, 2024 by BlackRock, Inc. |
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| 20 | |
BENEFICIAL OWNERSHIP OF MID PENN BANCORP’S STOCK HELD BY PRINCIPAL SHAREHOLDERS AND MANAGEMENT
| Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) (3)) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (4) | All Other Compensation ($) (5) | Total ($) | | Rory G. Ritrievi President & Chief Executive Officer | 2023 | 679,808 | 21,356 | 400,003 | — | 300,000 | 252,591 | 48,265 | 1,702,023 | | | 2022 | 604,231 | 31,250 | 225,006 | — | 200,000 | 234,130 | 36,382 | 1,330,999 | | | 2021 | 522,885 | 68,750 | 200,004 | — | 200,000 | 124,191 | 32,726 | 1,148,556 | | Allison S. Johnson (6) Senior Executive VP & Chief Financial Officer | 2023 | 343,006 | 41,052 | 40,003 | — | 105,000 | 125,949 | 26,634 | 681,643 | | | 2022 | 203,750 | 25,000 | 109,240 | — | — | 10,289 | 11,002 | 359,281 | | Justin T. Webb Senior Executive VP & Chief Operating Officer of the Bank | 2023 | 368,059 | 11,825 | 40,003 | — | 135,000 | 56,770 | 39,230 | 650,887 | | | 2022 | 344,231 | 57,500 | 40,026 | — | 110,000 | 52,714 | 28,686 | 633,157 | | | 2021 | 293,962 | 32,500 | 20,000 | — | 75,000 | 36,018 | 23,844 | 481,324 | | Scott W. Micklewright Senior Executive VP & Chief Revenue Officer of the Bank | 2023 | 368,059 | 11,825 | 40,003 | — | 135,000 | 57,517 | 35,816 | 648,221 | | | 2022 | 344,231 | 17,500 | 40,026 | — | 110,000 | 53,408 | 30,536 | 595,701 | | | 2021 | 293,962 | 32,500 | 20,000 | — | 75,000 | 36,492 | 26,456 | 484,410 | | Joseph L. Paese Executive VP & Director of Trust and Wealth Management of the Bank | 2023 | 285,383 | — | 18,004 | — | 70,000 | 124,638 | 29,846 | 527,871 | | | 2022 | 259,172 | — | 18,013 | — | 30,000 | 115,604 | 26,814 | 449,603 |