DEF: Mid Penn Bancorp Sets Date for 2025 Annual Shareholder Meeting, Outlines Key Proposals

Mid Penn Bancorp will hold its annual shareholder meeting virtually on May 13, 2025, to vote on director elections, executive compensation, and auditor ratification.

Summary

• Mid Penn Bancorp, Inc. will hold its 2025 Annual Meeting of Shareholders on May 13, 2025, at 10 a.m. EDT, as a virtual meeting.
• Shareholders of record as of March 3, 2025, are entitled to vote on the election of five Class C Directors, an advisory vote on executive compensation, a vote on the frequency of future executive compensation votes, and the ratification of RSM US LLP as the independent registered public accounting firm for 2025.
• The Board recommends voting FOR the election of each director nominee, FOR the approval of executive compensation, for holding say-on-pay votes EACH YEAR, and FOR the ratification of RSM US LLP.
• Key financial accomplishments for 2024 include a return on average assets of 0.91%, organic deposit growth of $343 million (7.91% annual increase), organic loan growth of $189 million (4.5% annual increase), a capital raise of $76.5 million net proceeds, and cash dividends paid of $0.80 per common share.
• In 2024, Mid Penn Bancorp and its subsidiaries contributed $2.24 million to local community and nonprofit organizations.
• The company is focused on ESG initiatives, including environmental responsibility, social impact, and governance and ethics.
• The Board has determined that all non-executive Board members are independent under Nasdaq listing standards, resulting in 92% of the Board being deemed independent of management.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, presenting factual information and recommendations. The tone is professional and forward-looking, with a focus on corporate governance and shareholder value.

Positives

• The company achieved a 0.91% return on average assets in 2024.
• Organic deposit growth was $343 million in 2024, representing a 7.91% annual increase.
• The company raised $76.5 million in net proceeds from a capital raise.
• Cash dividends of $0.80 per common share were paid during 2024.
• Tangible book value grew 9.0% in 2024.
• The company contributed $2.24 million to local community and nonprofit organizations in 2024.
• 92% of the Board is deemed independent of management.

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, and strives to maintain and enhance our ESG standards and efforts in 2025.

Management Comments

• Rory G. Ritrievi, Chair, President, and Chief Executive Officer: 'Your vote is very important. Whether or not you plan to attend the meeting, please vote in accordance with the instructions provided in the Notice.'

Industry Context

The document reflects standard corporate governance practices for publicly traded companies, including proxy statements, shareholder meetings, and disclosures related to executive compensation and related party transactions.

Comparison to Industry Standards

• The peer group used in Newcleuss analysis includes 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, Kearny 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.
• The Board's objective is to compensate our executive officers at or around the 50th percentile of peers.

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 10 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 12 years.
• The aggregate lease payments to such entity, of which Mr. Noone is a 98% limited partner, totaled approximately $175,000 during 2024.
• Lawrence Kiefer, brother of director Bruce A. Kiefer, has been employed by the Bank since 2018.
• He recently retired from his position as Vice President, Transition Ambassador in our western market.
• In such role, Mr. Lawrence Kiefer earned compensation in excess of $120,000 in 2024, and received retirement, health and wellness benefits, all on comparable terms as those provided for other employees of the Bank.

Stakeholder Impact

• Shareholders are asked to vote on matters that directly impact the company's governance and executive compensation.
• Employees are impacted by the company's compensation and benefit programs, as well as its ESG initiatives.
• Communities benefit from the company's charitable contributions and community development partnerships.

Next Steps

• Shareholders should review the proxy materials and vote their shares before the deadlines.
• Shareholders who plan to attend the virtual annual meeting must register by May 12, 2025.

Key Dates

Keywords

Annual Meeting, Shareholders, Proxy Statement, Board of Directors, Executive Compensation, Director Election, RSM US LLP, Corporate Governance, Financial Performance, ESG