Mid Penn Bancorp (MPB) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 13, 2025, with shareholders able to register and vote online or by mail, phone, or during the meeting.

• Key 2024 financial highlights include 0.91% return on average assets, $343 million organic deposit growth (7.91%), $189 million organic loan growth (4.5%), and a $76.5 million capital raise.

• Tangible book value grew 9.0% in 2024, and $0.80 per share in cash dividends was paid.

• Over $2.24 million was contributed to local community and nonprofit organizations, with significant employee volunteer hours and donations to health causes.

Voting matters and shareholder proposals

• Shareholders will vote on electing five Class C Directors for three-year terms, a non-binding advisory vote on executive compensation (say-on-pay), a non-binding advisory vote on the frequency of future say-on-pay votes, and ratification of RSM US LLP as independent auditor for 2025.

• The Board recommends voting for all director nominees, for executive compensation, for annual say-on-pay votes, and for auditor ratification.

• Shareholder proposals or nominations for the 2026 meeting are due by November 28, 2025.

Board of directors and corporate governance

• The Board consists of 12 members, 92% of whom are independent; only the CEO is not independent.

• Board diversity is 25%, with an average age of 61 and average share ownership of 125,470 shares (7.8% of outstanding stock).

• Directors are subject to mandatory retirement at age 72 and a 15-year term limit, with minimum share ownership requirements increasing with each term.

• The Board has six standing committees: Nominating and Corporate Governance, Executive, Audit, Compensation, Real Estate, and Risk.

• The Board eliminated the supermajority vote requirement for certain transactions, now requiring only a majority of votes cast if supported by 80% of the Board.