DEF 14A: Mid Penn Bancorp Sets Date for 2024 Annual Shareholder Meeting, Outlines Key Proposals

Mid Penn Bancorp will hold its annual shareholder meeting virtually on May 14, 2024, to vote on director elections, executive compensation, and auditor ratification.

Summary

• Mid Penn Bancorp, Inc. will hold its 2024 Annual Meeting of Shareholders on May 14, 2024, at 10 a.m. EDT, as a virtual meeting.
• Shareholders of record as of March 1, 2024, are entitled to vote on the election of three Class B Directors, an advisory vote on executive compensation, and the ratification of RSM US LLP as the independent registered public accounting firm for the year ending December 31, 2024.
• The Board of Directors recommends voting FOR the election of Kimberly J. Brumbaugh, Rory G. Ritrievi, and Maureen M. Gathagan as Class B Directors.
• The Board also recommends voting FOR the approval of executive compensation and FOR the ratification of RSM US LLP as the independent auditor.
• In 2023, Mid Penn Bancorp and its subsidiaries contributed $2.42 million to local community and nonprofit organizations.
• The return on average tangible common equity was 10.37% for 2023.
• Organic loan growth for 2023 was $424 million, representing an annual increase of 10.8%.
• Organic deposit growth for 2023 was $285 million, reflecting an annual increase of 7.5%.
• The return on average assets was 0.78% for 2023.
• Cash dividends paid during 2023 amounted to $0.80 per common share.

Sentiment

Score: 7

Explanation: The document presents a balanced view of the company's performance, highlighting both financial achievements and community support initiatives. The tone is professional and optimistic, reflecting confidence in the company's strategic direction and governance practices.

Positives

• The company achieved a return on average tangible common equity of 10.37% in 2023.
• Mid Penn experienced significant organic loan growth of $424 million in 2023.
• The company saw substantial organic deposit growth of $285 million in 2023.
• Mid Penn Bancorp and its subsidiaries contributed $2.42 million to local community and nonprofit organizations in 2023.
• The company paid cash dividends of $0.80 per common share in 2023.

Future Outlook

The Corporation will continue to partner with nonprofit organizations that promote financial literacy, decrease the number of individuals facing economic barriers, and make our communities a reflection of our commitments and values.

Management Comments

• Rory G. Ritrievi, Chair, President, and Chief Executive Officer, invites shareholders to attend the virtual annual meeting.
• Management will review the Corporation's operations during the past year at the meeting.

Industry Context

The document provides insight into the governance practices, executive compensation, and financial performance of a regional bank holding company, which is relevant for understanding trends and benchmarks within the financial services industry.

Comparison to Industry Standards

• The peer group used in Newcleuss analysis comprised of commercial banks with total assets ranging between $2.8 billion and $9.5 billion.
• The peer group included: First Commonwealth Financial Corporation, Washington Trust Bancorp, Inc., ConnectOne Bancorp, Inc., Peapack-Gladstone Financial Corporation, S&T Bancorp, Inc., TrustCo Bank Corp NY, Flushing Financial Corporation, City Holding Company, Kearney Financial Corp., Northfield Bancorp, Inc. (Staten Island, NY), Amalgamated Financial Corp., Financial Institutions, Inc., Tompkins Financial Corporation, CNB Financial Corporation, The Bancorp, Inc., Cambridge Bancorp, Univest Financial Corporation, Orrstown Financial Services, Inc., Metropolitan Bank Holding Corp.

Management Changes

Corporate Governance

Related Party Transactions

• The Bank is party to a lease agreement with an entity that is an affiliate of Mr. Noone, Lead Independent Director of the Corporations 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.
• Todd Ritrievi, brother of Chair, President and Chief Executive Officer Rory G. Ritrievi, has been employed by the Bank since 2022.
• 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.
• Lawrence Kiefer, brother of director Bruce A. Kiefer, has been employed by the Bank since 2018.

Stakeholder Impact

• Shareholders are provided with information to make informed decisions regarding director elections, executive compensation, and auditor ratification.
• Employees benefit from professional development opportunities, competitive compensation and benefits packages, and a focus on diversity, equality, and inclusion.
• Customers and communities benefit from the Corporation's commitment to investing in financial health and well-being through charitable contributions and community development partnerships.

Next Steps

• Shareholders are encouraged to vote in advance of the meeting to ensure their shares are represented.
• Shareholders must register at www.proxydocs.com/MPB by May 13, 2024, to attend the virtual annual meeting.

Key Dates

Keywords

annual meeting, shareholders, directors, executive compensation, auditor, RSM US LLP, proxy statement, Mid Penn Bancorp, governance, voting