MID PENN BANCORP INC
For the period ended May 14, 2024. Filed Mar 28, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 14, 2024 · Filed Mar 28, 2024
Contents
Board Composition Matrix
| 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 |
| (1) | M – Male / F – Female |
| (2) | C – Caucasian / B – Black |
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%
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)
| 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 | — | — | — | — |
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.
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.
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.
| 2024 PROXY STATEMENT | 17 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.