Independent
Tenure on this board
0.3 yrs
5 nominees · 3 ballot items.
Elect five Class A directors; approve, on a non-binding advisory basis, the compensation of the named executive officers (say-on-pay); and ratify Deloitte & Touche LLP as the independent registered public accounting firm for 2026.
Elect five Class A directors (Thomas R. Brugger; Albert J. Evans; Joel L. Frank; Brian A. Hudson, Sr.; John E. Noone) each to serve a three-year term.
A non-binding, advisory vote to approve the compensation paid to the Corporation’s named executive officers as disclosed in the proxy statement.
This advisory ‘say-on-pay’ proposal asks shareholders to approve, on a non-binding basis, the overall compensation of Mid Penn’s named executive officers as disclosed in the proxy statement. Management is seeking shareholder approval to confirm its compensation philosophy and program design—comprised of base salary, short-term cash incentives under the 2025 Executive Annual Incentive Plan (AIP), long-term restricted stock awards, and retention/serp arrangements—which it says are intended to attract, retain, and align executives with long-term shareholder value. The Compensation Committee used Meridian Compensation Partners data and a peer group to target pay around the 50th percentile and structured the 2025 AIP with financial metrics (adjusted EPS, operating efficiency, and tangible book value growth) making up 60% of performance awards and a 40% discretionary component to recognize individual and strategic contributions. For 2025, management reports achievement at or above target on adjusted metrics, paid full discretionary awards, and excluded certain merger-related and nonrecurring items from metric calculations; the board cites this performance and the alignment features (multi-year restricted stock vesting, clawback policy, and compensation risk review) in recommending a FOR vote. The vote is non-binding but the Compensation Committee will consider the outcome when setting future arrangements, so a negative vote would signal shareholder dissatisfaction and could prompt changes to metric selection, weighting, or pay levels. Key contextual considerations include recent M&A activity (William Penn and 1st Colonial mergers) and related adjustments to performance measurement, robust discretionary payouts in 2025, and substantial prior shareholder support (over 95% approval at the 2025 meeting). Potential governance scrutiny points for an analyst include the use of discretionary awards, the degree of CEO pay multiple (CEO:median employee pay ratio of 34:1), retention/serp benefits and double-trigger change-in-control protections, and the Compensation Committee’s decision to exclude acquisition-related dilution in AIP metrics. On balance, management frames the program as performance-aligned and retention-focused; shareholders should weigh that framing against the extent of discretion, change-in-control benefits, and the impacts of recent acquisitions when deciding whether to support the advisory resolution.
Ratify the appointment of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WELLINGTON MANAGEMENT GROUP LLP | 8.97% | 2,274,513 | $73M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.61% | 915,022 | $29M |
| 3 | ALLIANCEBERNSTEIN L.P. | 3.50% | 887,937 | $28M |
| 4 | BlackRock, Inc. | 2.96% | 751,059 | $24M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 2.85% | 721,827 | $23M |
| 6 | BlackRock, Inc. | 2.26% | 571,997 | $18M |
| 7 | STATE STREET CORP | 2.18% | 553,675 | $18M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.71% | 432,230 | $14M |
| 9 | Fourthstone LLC | 1.45% | 367,386 | $12M |
| 10 | AMERICAN CENTURY COMPANIES INC | 1.19% | 301,754 | $10M |
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