DEF 14A

In the first six months of 2021,
we originated over 2,800
Paycheck Protection Program (PPP)
loans totaling $370 million.

We completed an underwritten public offering
of 2,990,000 shares of common stock at a
price of $25.00 per share, with aggregate gross
proceeds of the offering totaling $75 million
before underwriting discounts and
offering expenses.

On November 30, 2021, we successfully completed

the acquisition of Riverview Financial Corporation resulting in the issuance of 4,519,776
shares of common stock for a total purchase price
of $143 million, adding $1.2 billion in assets
to our balance sheet.

DEF 14A 1 d245469ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under §240.14a-12

MID PENN BANCORP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):



☒		No fee required

☐		Fee paid previously with preliminary materials

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LOGO

March 25, 2022

Dear Shareholders:

You are cordially invited to attend the live webcast of our 2022 Annual Meeting of Shareholders, which will be held in a virtual meeting format at 10:00 a.m. EDT on Tuesday, May 10, 2022. The meeting will be conducted solely online via live webcast to support the health and well-being of our shareholders, directors, officers, and employees given the ongoing COVID-19 pandemic. There is no physical location for the annual meeting. You will be able to attend the annual meeting online and vote your shares electronically by visiting https://meetnow.global/MVZN56R at the time of the meeting. To be admitted into the meeting, you will be required to enter the control number found on your proxy card.

The Notice of the Annual Meeting and the enclosed proxy statement address the formal business of the meeting. The formal business agenda includes the election of four Class C Directors, a non-binding vote to approve our executive compensation, and a proposal to ratify the appointment of our independent registered public accounting firm. At the meeting, management will review the Corporation’s operations during the past year.

You are encouraged to vote your shares online via the Internet, by telephone, or you can mark, sign, date, and return the accompanying proxy as soon as possible in the postage-paid envelope. Whether or not you plan to attend the virtual annual meeting, please vote as soon as possible to ensure that your shares are represented and voted at the annual meeting.

LOGO

Sincerely,

LOGO

Rory G. Ritrievi

Chair, President, and Chief Executive Officer

LOGO

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 10, 2022

To the Shareholders of Mid Penn Bancorp, Inc.:

Notice is hereby given that the Annual Meeting of Shareholders of Mid Penn Bancorp, Inc. (the “Corporation”) will be held at 10:00 a.m. EDT on Tuesday, May 10, 2022. The meeting will be held in a virtual meeting format via a live webcast. At the meeting, you will be asked to consider and act upon the following matters:

1.	to elect four Class C Directors, each to serve for a three-year term or until the earlier of their resignation or their respective successors shall have been elected and qualified;

2.	to conduct a non-binding, advisory vote on the compensation paid to the Corporation’s named executive officers;

3.	to ratify the appointment of RSM US LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2022; and

to transact any other business that may properly come before the annual meeting or any adjournment or postponement thereof.

You will not be able to attend the annual meeting in person; however, you will be able to attend the annual meeting online and vote your shares electronically by visiting https://meetnow.global/MVZN56R on the meeting date and time as described in the accompanying proxy statement.

In accordance with the Corporation’s By-laws and action of the Board of Directors, only those shareholders of record at the close of business on March 1, 2022, are entitled to notice of, and to vote at, the annual meeting and any adjournment or postponement thereof.

We have enclosed a copy of the Corporation’s Annual Report on Form 10-K (“annual report”) for the year ended December 31, 2021. You may obtain an additional copy of the Corporation’s annual report, including the financial statements and any exhibits for the 2021 year, at no cost, by contacting Justin T. Webb, Interim Chief Financial Officer, 2407 Park Drive, Harrisburg, Pennsylvania 17110, telephone: (866) 642-7736 or by visiting www.edocumentview.com/MPB.

Whether or not you plan to attend the virtual annual meeting, your vote is very important, and we encourage you to vote promptly. To vote your shares, please mark, sign, and date the enclosed proxy and mail it promptly in the enclosed, postage-paid return envelope. You may also vote online via the Internet or by telephone prior to the meeting, or by clicking on the “Vote” link on the Meeting Center site during the meeting. If you execute a proxy but later decide to attend the annual meeting virtually, or for any other reason desire to revoke your proxy, you may do so as described in this proxy statement at any time before your proxy is voted. Submitting a proxy will not prevent you from attending the annual meeting virtually and voting electronically during the meeting if you so desire, but it will help us secure a quorum and reduce the expense of additional proxy solicitation.

By Order of the Board of Directors,

LOGO

Rory G. Ritrievi

Board Chair

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 10, 2022. The proxy statement, proxy card and 2021 annual report to shareholders are available at www.edocumentview.com/MPB.

LOGO

2407 Park Drive, Harrisburg, Pennsylvania 17110

PROXY STATEMENT

2022 ANNUAL MEETING OF SHAREHOLDERS

MAY 10, 2022

Nasdaq Global Market Trading Symbol: MPB

This proxy statement is furnished by the Board of Directors of Mid Penn Bancorp, Inc. and

is being first mailed to Shareholders on or about March 25, 2022.

TABLE OF CONTENTS



PROXY STATEMENT SUMMARY			i


PROPOSAL NO. 1: ELECTION OF DIRECTORS			1

INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS			2


GOVERNANCE OF THE CORPORATION			13


RELATED PERSON TRANSACTIONS			21


BENEFICIAL OWNERSHIP OF MID PENN BANCORP’S STOCK HELD BY PRINCIPAL SHAREHOLDERS AND MANAGEMENT			22


PROPOSAL NO. 2: NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION			24

EXECUTIVE OFFICERS			25


COMPENSATION DISCUSSION AND ANALYSIS			26



EXECUTIVE COMPENSATION			36


PROPOSAL NO. 3: RATIFICATION OF THE APPOINTMENT OF RSM US LLP AS THE CORPORATION’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022			41

AUDIT COMMITTEE REPORT			42


CHANGE IN THE CORPORATION’S CERTIFYING ACCOUNTANT			44


ADDITIONAL INFORMATION			45


FREQUENTLY ASKED QUESTIONS REGARDING THE ANNUAL MEETING			46


		2022 PROXY STATEMENT

PROXY STATEMENT SUMMARY

This proxy summary highlights information contained elsewhere in the proxy statement. You should review the complete proxy statement before voting.

2022 Annual Meeting Information

Date & Time

Location

Record Date

Tuesday, May 10, 2022

10:00 a.m. EDT

https://meetnow.global/MVZN56R

March 1, 2022

How to Vote

By Proxy

Shareholders of record may vote their shares by completing and returning the enclosed proxy card. Your proxy will be voted in accordance with your instructions. If you submit a properly executed and dated proxy, but do not specify a choice on one of the proposals described in this proxy statement, your proxy will be voted in favor of that proposal.

By Internet

If you are a registered shareholder, you may vote electronically through the Internet by following the instructions included on your proxy card. If your shares are registered in the name of a broker or other nominee, you may be able to vote via the Internet. If so, the voting form your nominee sends you will provide Internet instructions.

By Telephone

Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you call 1-800-652-8683 and then follow the instructions.

During the Annual Meeting

Shareholders of record may virtually attend the annual meeting and vote. Information regarding how to virtually attend the annual meeting is included in the proxy card. If your shares are registered in the name of a broker or other nominee and you wish to vote at the meeting, you will need to obtain a legal proxy from your bank or brokerage firm. Please consult the voting form sent to you by your bank or broker to determine how to obtain a legal proxy in order to vote at the annual meeting.

2022 PROXY STATEMENT

PROXY STATEMENT SUMMARY

Proposals to be Presented at the 2022 Annual Meeting of Shareholders

We present below a brief description of each of the proposals to be presented for action by the shareholders at the 2022 Annual Meeting. Detailed information regarding each proposal can be found beginning at the page indicated. The Board is not aware of any matters other than those described below that may come before the meeting.

PROPOSAL NO. 1:

ELECTION OF DIRECTORS – PAGE 1


The first item of business to be acted upon by the shareholders is the election of four (4) directors to Class C. The Board proposes the following nominees for election as Class C Directors:
• Robert A. Abel		• Theodore W. Mowery
• Matthew G. DeSoto		• William A. Specht, III

LOGO

The Board unanimously recommends a vote FOR the election of each of the nominees listed above.

PROPOSAL NO. 2:

NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION – PAGE 24

The second item of business to be acted upon by the shareholders is a vote on the compensation paid to the Corporation’s named executive officers, commonly referred to as “say-on-pay”. Because your vote is advisory, it will not be binding upon the Board. However, the Compensation Committee will take into consideration the outcome of the vote when considering future executive compensation arrangements.

LOGO

The Board unanimously recommends a vote FOR approval of the compensation of the named executive officers, as described in the Compensation Discussion and Analysis and accompanying tabular and narrative disclosure contained in this Proxy Statement.

PROPOSAL NO. 3:

RATIFICATION OF THE APPOINTMENT OF RSM US LLP AS THE CORPORATION’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022 – PAGE 41

The third item of business to be acted upon by the shareholders is the ratification of the selection of the Corporation’s independent auditors for 2022. The Corporation is asking its shareholders to ratify the selection of RSM US LLP as its independent registered public accounting firm for the year ending December 31, 2022. Although this ratification is not required by the Corporation’s By-laws or otherwise, the Board is submitting the selection to its shareholders for ratification as a matter of good corporate practice.

LOGO

The Board unanimously recommends that shareholders vote FOR ratification of the appointment of RSM US LLP as the Corporation’s independent registered public accounting firm for 2022.

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PROXY STATEMENT SUMMARY

Mission Statement

To reward all of our shareholders, critically serve and support all of our customers and communities, and cherish all of our employees.

2021 Highlights

Key Financial Accomplishments

With stock appreciation and dividends, we delivered a total shareholder return of 49% in 2021.

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Total assets grew to nearly $5 billion as of December 31, 2021.

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Organic loan growth for 2021 was $191 million, or an annual increase of 9%.

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Organic deposit growth for 2021 was $475 million, or an annual increase of 19%.

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Noninterest income increased by $3.6 million, or 20% compared to the prior year.

LOGO

Paid cash dividends
during 2021 of $0.84 per common share.

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2022 PROXY STATEMENT

iii

PROXY STATEMENT SUMMARY

Best Small Bank

Newsweek magazine evaluates more than 2,500 FDIC-insured financial institutions annually on 30+ criteria and named Mid Penn Best Small Bank in Pennsylvania on their America’s Best Banks list for 2022.

Community Support

In 2021, Mid Penn Bancorp, Inc. and its subsidiaries

contributed $1.88 million to local community

and non-profit organizations.



545 Community Organizations Supported	$40,000 Donated by Employees for Local Non-Profits	$125,000 Donated to Breast Cancer Research through Mid Penn Celebrity Golf Classic


3,500 Hours Volunteered by Employees	$142,000 Donated to Prostate Cancer Research through No Shave November Fundraiser	158 Educational & Scholarship Organizations Supported

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PROXY STATEMENT SUMMARY

ESG Highlights

Mid Penn’s executive leadership team and Board of Directors recognize the importance of an ongoing focus on its Environmental, Social, and Governance (“ESG”) oversight framework. An internal committee comprised of members of our senior management team has been established to promote a variety of ESG programs and goals, including sustainability, diversity, inclusion, equality, and transparency. The Board, through its Nominating and Corporate Governance Committee, oversees the Corporation’s various ESG initiatives.

LOGO


		Environmental Responsibility

Mid Penn is devoted to operating in a sustainable manner and has undertaken a number of initiatives designed to reduce our impact on the environment and to promote environmentally friendly projects and practices. With a view to increasing efficiency and reducing waste, we are continuing to digitize manual back office and financial center functions. In 2021, we:

•

Increased the use of e-records and e-signing technology resulting in a reduction of paper waste and carbon emissions.

•

Migrated our technology infrastructure to a cloud environment, which reduced our energy usage.

•

Encouraged environmentally friendly workplace practices by supporting recycling throughout our administrative offices and financial center locations.

•

Began a multi-year process of converting all facilities to energy efficient systems and finishes to minimize carbon footprint.

We believe that our focus on environmental sustainability, with the objective of reducing costs and improving sustainability of our operations, will provide a strategic benefit to the Corporation. Furthermore, Mid Penn recognizes that climate change is a growing risk for our planet, and we are committed to doing our part to mitigate this risk by placing increased focus and emphasis on environmental consciousness.


		Social Impact

Our success depends on a highly skilled, properly motivated, and valued workforce. To that end, employees are provided with professional development opportunities to gain the skills and knowledge they need to advance the Corporation and fulfill personal career goals. For example, we have begun to transform and modernize our talent management practices at Mid Penn. In 2021, we began implementing Human Capital Management (“HCM”) reporting and practices to establish a foundation to enable leaders to better hire talent and manage teams, including goal setting, performance evaluations, succession planning, and learning and development. We also offer competitive compensation and benefits packages that reflect the needs of our workforce. We offer medical, dental, and vision benefits, life and disability, parental leave, education reimbursement, and paid time off. We provide competitive retirement benefits including a 401(k)-match program. In addition to base salary and benefits, Mid Penn employees participate in incentive plans that support our organizational philosophy of allowing employees to share in the Corporation’s performance and success. Since the start of the COVID-19 pandemic in 2020 and throughout 2021, the health and safety of Mid Penn’s employees and their families has been our highest priority. In 2021, we continued the evaluation and evolution of our pandemic plan.

2022 PROXY STATEMENT

PROXY STATEMENT SUMMARY

Diversity, Equality & Inclusion (“DEI”) is also a big part of who we are at Mid Penn. Our commitment to Diversity & Inclusion starts with hiring, retaining, and developing a workforce that is diverse in background, knowledge, skill and experience. As of December 2021, women represented approximately 70% and self-identified racial and ethnic minorities represented approximately 9% of the Corporation’s workforce. With a view toward increasing the representation of women, underrepresented minorities, and the LGBTQ+ community on the Board, the Nominating and Corporate Governance Committee has identified a goal of achieving a balanced level of diversity in the composition of the Board. Three of the last four Board appointments achieved diversity objectives.

Mid Penn has non-discrimination and anti-harassment policies as outlined in our employee handbook and a formal Code of Ethics. To encourage productive conversations within our organization, during 2021, we held forums and townhalls to provide opportunities for all colleagues to participate in discussions on career growth, diversity initiatives, mentoring and volunteerism. A Juneteenth Essay contest was held throughout the organization to further facilitate DEI dialogue.

Mid Penn measures success not only in financial terms, but also in community impact. We are a community bank committed to investing in the financial health and well-being of our neighbors, and we believe that the success of our communities is a shared responsibility. Therefore, we support various organizations through fundraising efforts, educational sponsorship, and community development partnerships. In 2021, we are proud to have:

•

Participated in Beyond School Walls through Big Brothers Big Sisters of the Capital Region, which provides financial education through onsite mentorship.

•

Bolstered principles of financial responsibility through the My Savings Account program, which teaches money management skills to children.

•

Awarded academic scholarships to deserving high school seniors throughout Pennsylvania.

•

Reinvested in the community through social programs such as Life Geisinger Senior Center to ensure seniors are given access to social programs.

•

Donated to Camp Curtain, part of the Harrisburg YMCA, to facilitate youth programs.

Mid Penn is passionate about being a good corporate citizen in the communities where we live and work. Going forward, 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 reflections of our commitments and values.


		Governance and Ethics

We are committed to achieving excellence in our governance practices to establish a strong foundation for the Corporation’s long-term success. We conduct our business in a manner that is fair, ethical, and responsible to earn and maintain the trust of our customers, employees, investors, partners, and regulators.

Our Code of Ethics ensures that our directors, officers, and employees remain in compliance with all applicable rules and regulations. Our Board of Directors, with 13 (out of 15) independent directors, is responsible for oversight of the management of the Corporation and its business for the long-term benefit of our shareholders. Our corporate governance policies and practices include evaluations of the Board and its committees, as well as continuing director education. Our Whistleblower and Complaint Policy further supports our stated goals with our governance structure. In 2021, our Board prioritized corporate citizenship by aligning our DEI and ESG programs under our Nominating and Corporate Governance Committee, providing a formalized structure for both.

Our internal risk management teams oversee compliance with applicable laws and regulations and coordinate with subject matter experts throughout the business to identify, monitor, and mitigate risk including information security risk management and cyber defense programs. These teams maintain rigorous testing programs and regularly provide updates to the Board. The Corporation has a robust Information Security program that incorporates multiple

LOGO

PROXY STATEMENT SUMMARY

layers of physical, logical, and written controls. We leverage the latest encryption configurations and technologies on our systems, devices, and third-party connections and further vet third-party vendors’ encryption, as required, through the organization’s vendor management process.

While we are pleased to share our 2021 ESG progress, we strive to maintain and enhance our ESG standards and efforts in 2022. For more information regarding ESG, please visit the Investors link on the Corporation’s website at www.midpennbank.com.

2022 PROXY STATEMENT

vii

PROXY STATEMENT SUMMARY

Snapshot of Board of Directors



Name	Age	Director Since	Principal Occupation	Independent

Class C Directors Nominees up for election in Proposal 1

Robert A. Abel	63	2011	Principal and Shareholder, Brown Schultz Sheridan & Fritz		Yes

Matthew G. DeSoto	45	2008	President and Chief Executive Officer, MI Windows and Doors, LLC		Yes

Theodore W. Mowery	63	2003	Founding Partner, Gunn Mowery, LLC		Yes

William A. Specht, III	60	2006	President and Chief Executive Officer, Seal Glove Manufacturing, Inc. and Ark Safety		Yes

Continuing Directors

Kimberly J. Brumbaugh	53	2019	Founder and Managing Partner, Brumbaugh Wealth Management, LLC		Yes

Maureen M. Gathagan	48	2021	Partner, Bittersweet Management, LLC and Member, Gathagan Investment Company, LP		Yes

Howard R. Greenawalt	69	2021	Former Owner and Officer, Greenawalt & Company, P.C.		Yes

Robert C. Grubic	70	2006	Chairman and Chief Executive Officer, Herbert, Rowland & Grubic, Inc.		Yes

Brian A. Hudson, Sr.	67	2021	Former Executive Director and Chief Executive Officer, Pennsylvania Housing Finance Agency		Yes

Gregory M. Kerwin	71	1999	Senior Partner, Kerwin & Kerwin, LLP		Yes

Donald F. Kiefer	67	2018	Former Chairman, President and Chief Executive Officer, The Scottdale Bank & Trust Company		Yes

John E. Noone	62	2012	President, Shamrock Investments, LLC		Yes

Noble C. Quandel, Jr.	74	2015	Executive Chairman, Quandel Enterprises, Inc.		Yes

Rory G. Ritrievi	58	2009	Chair, President and Chief Executive Officer, Mid Penn Bancorp, Inc.		No

David E. Sparks	78	2018	Founder, Former Chairman and Chief Executive Officer, First Priority Financial Corp.		No

Board Expertise

Board Diversity

Executive/Leadership

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Director Age

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Director Tenure

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Director Diversity

15/15

Financial/Accounting/Banking

14/15

Legal/Regulatory

9/13

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Development, Succession,
Benefits, Compensation

13/15

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Information Technology

7/13

viii

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PROPOSAL NO. 1: ELECTION OF DIRECTORS

PROPOSAL NO. 1: ELECTION OF DIRECTORS

Table of Contents


Qualifications and Nomination of Directors			1

INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS			2
Compensation of the Board			11

GOVERNANCE OF THE CORPORATION			13
Overview			13
Director Independence			13
Board Leadership Structure			14
Risk Oversight by Board			15
Code of Ethics			15
Restrictions on Hedging			15


Shareholder Communications			15
Annual Meeting Attendance			16
Committees and Meetings of the Corporation’s Board			16
Board Composition Matrix			18
Environmental and Social Commitments			20

RELATED PERSON TRANSACTIONS			21

BENEFICIAL OWNERSHIP OF MID PENN BANCORP’S STOCK HELD BY PRINCIPAL SHAREHOLDERS AND MANAGEMENT			22
Principal Shareholders			22
Share Ownership by the Directors, Officers and Nominees			23

Qualifications and Nomination of Directors

The Corporation’s By-laws authorize the number of directors to be not less than five (5) nor more than twenty-five (25). The By-laws also provide for three classes of directors with staggered three-year terms of office. Terms of the members of each Class expire at successive annual meetings. Currently, Class A consists of six directors; Class B consists of five directors; and Class C consists of four directors.

The Board nominated the four persons named below to serve as directors until the 2025 Annual Meeting of Shareholders and until their successors are duly elected and qualified or until their earlier death, resignation, retirement or removal from office. The Board Chair individually met with and interviewed each candidate for re-nomination to assess if the candidate desired to serve an additional term and to determine the best manner in which each director could serve most effectively in the next three years. The nominees are presently members of the Board and have consented to serve another term as a director if re-elected. If the nominees should be unavailable to serve for any reason, a majority of the Board then in office may select someone to fill the vacancy until the expiration of the term of the Class of directors to which he or she is appointed.

The proxy holders intend to vote proxies for the election of each of the four nominees named below, unless you indicate that your vote should be withheld from any or all of them. Brokers holding shares beneficially owned by their clients do not have the ability to cast votes with respect to the election of directors unless they have received instructions from the beneficial owner of the shares. It is therefore important that you provide instructions to your broker if your shares are held by a broker so that your vote with respect to directors is counted.


The Board proposes the following nominees for election as Class C Directors at the annual meeting:
• Robert A. Abel		• Theodore W. Mowery
• Matthew G. DeSoto		• William A. Specht, III

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The Board unanimously recommends a vote FOR the election of each of the nominees listed above as Class C Directors of Mid Penn Bancorp, Inc.

2022 PROXY STATEMENT

INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS

The following individuals currently are serving three-year terms on the Corporation’s Board and will serve until their successors are duly elected and take office. Information, as of the date of this proxy statement, concerning the four nominees to the Board and the eleven continuing directors appears below. The ages of our directors are as of May 10, 2022 and all other information (other than share ownership) is as of the date of this proxy statement. There are no family relationships among the directors or between the directors and any executive officer.

Class A Directors (to serve until 2023)


Age: 69 Director Since: 2021 Independent Board Committees • Audit • Directors Loan				Howard R. Greenawalt
				Biographical Information • Howard R. Greenawalt was appointed a director on November 30, 2021, pursuant to the Agreement and Plan of Merger, by and between the Corporation and Riverview Financial Corporation. • He previously served as a director of Riverview, formerly a Nasdaq-listed company, since 2012. • Mr. Greenawalt is a Certified Public Accountant (inactive) and a former Owner and Officer of Greenawalt & Company, P.C., a public accounting firm which was located in Mechanicsburg and Carlisle, Pennsylvania. • While a member of the firm, he was the officer in charge of several audit and tax engagements of community banks and other financial institutions in Central Pennsylvania. • He retired as an Officer and Owner of the firm on January 1, 2012, but continued as an employee until his retirement on December 31, 2018. • He attended the University of North Carolina, Chapel Hill and received a Bachelor of Science Degree in Accounting from Elizabethtown College. • Mr. Greenawalt is a member of the American Institute of Certified Public Accountants (“AICPA”) and the Pennsylvania Institute of Certified Public Accountants (“PICPA”). • He served on the PICPA Council, and was a member of the PICPA Professional Ethics Committee, serving two years as Committee Chairman. • He also served a term as the President of the South Central Chapter of the PICPA. • He attended and completed both levels of the AICPA National Banking School at the University of Virginia. • Mr. Greenawalt was a Certified Business Manager, a Certified Financial Services Auditor, and a Chartered Bank Auditor prior to his retirement. • He is a past member of the boards of various community and civic organizations, serving as an officer on several of them. • Due to his extensive audit, accounting, and tax experience, the Board has determined that Mr. Greenawalt adds value to the Corporation and is qualified to serve on the Board, as well as on the Directors Loan Committee and as a Financial Expert on the Audit Committee.

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INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS


Age: 70 Director Since: 2006 Independent Board Committees • Audit • Directors Loan • Real Estate				Robert C. Grubic
				Biographical Information • In 1989, Robert C. Grubic became President and Chief Executive Officer of Herbert, Rowland & Grubic, Inc., a consulting engineering firm based in Harrisburg, PA and currently serves as Chairman and Chief Executive Officer. • Mr. Grubic has a Bachelor of Civil Engineering Degree from Villanova University and a Master of Business Administration Degree from The Pennsylvania State University. • He has served on numerous civic and community boards and groups in the greater Harrisburg area. • Mr. Grubic has overall management responsibility of the 250+ person engineering firm of Herbert, Rowland & Grubic, Inc., including oversight of all financial, administrative, human resources and technical components of the firm. • Due to his many years of experience in managing a successful engineering firm, the Board feels Mr. Grubic’s vast knowledge of business operations is invaluable and qualifies him to serve on the Board. • Mr. Grubic served as Chairman of the Board of the Corporation and the Bank from 2012, until July 2021, after previously serving as Vice Chairman. • He currently serves on the Audit, Real Estate, and Directors Loan Committees.


Age: 67 Director Since: 2021 Independent Board Committees • Audit • Nominating and Corporate Governance				Brian A. Hudson, Sr.
				Biographical Information • Brian A. Hudson, Sr. became a director on January 27, 2021. • Prior to his retirement, Mr. Hudson served as the Executive Director and Chief Executive Officer of the Pennsylvania Housing Finance Agency (PHFA), an agency whose mission is to address affordable housing finance through specialized financing programs at the federal, state, and local levels. • He is a Certified Public Accountant, a Chartered Global Management Accountant, and a Certified Treasury Professional. • Currently, he serves, with the designation of SEC Financial Expert, as a Director and Audit Committee Chair of Erie Indemnity Company, a Nasdaq-listed company, and as a Director for both the Community Development Trust and the Penn State Health Milton S. Hershey Medical Center. • Mr. Hudson is past President and former board member of the National Council of State Housing Agencies, is past Chair of the Commonwealth Cornerstone Group, and previously served on the board of the National Housing Trust. • He has also served on the Federal Reserve Board Consumer Advisory Council and is former Director and Audit Committee Chair of the Federal Home Loan Bank of Pittsburgh. • While at the Federal Home Loan Bank of Pittsburgh, he was designated an SEC Financial Expert and also served on the Governance, Human Resources, Affordable Housing, Executive, and Enterprise Risk Management Committees. • Mr. Hudson earned a Bachelor’s Degree in Business Administration from The Pennsylvania State University. • The Board has determined that Mr. Hudson’s extensive background in accounting and finance and industry knowledge, and his current and past service on a number of boards qualify him to serve on the Board. • Mr. Hudson serves on the Nominating and Corporate Governance Committee and as a Financial Expert on the Audit Committee, adding great value to the Corporation.

2022 PROXY STATEMENT

INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS


Age: 67 Director Since: 2018 Independent Board Committees • Executive • Nominating and Corporate Governance				Donald F. Kiefer
				Biographical Information • Donald F. Kiefer became a director on January 8, 2018, pursuant to the Agreement and Plan of Merger, dated March 29, 2017, by and among the Corporation, the Bank and The Scottdale Bank & Trust Company. • Mr. Kiefer was employed by The Scottdale Bank & Trust Company, Scottdale, PA (“Scottdale”) from December 1981, where he served as Trust Officer, until September 1984. • He was elected President and Chief Executive Officer of Scottdale in September 1984 and held that position until the merger with the Bank in January 2018. • He also served as a director of Scottdale since 1984, and as Chairman since 2003. • Mr. Kiefer earned a Bachelor’s Degree in Economics from Allegheny College, Meadville, PA and a Master’s in Business Administration from Rochester Institute of Technology (“RIT”), Rochester, NY. • Upon graduation from RIT in 1979, Mr. Kiefer was employed by The Community Savings Bank in Rochester, NY as a staff auditor. • Mr. Kiefer is President of The Scottdale Cemetery Association and has been on the Board of Directors since 1985. • He is a member of the Kiwanis Club and a past member of the Rotary, The Scottdale Chamber of Commerce, and other community and civic organizations. • The Board has determined that Mr. Kiefer’s extensive banking experience and leadership qualify him to serve on the Board, as well as on the Executive Committee and the Nominating and Corporate Governance Committee.


Age: 62 Director Since: 2012 Independent Board Committees • Audit (Chair) • Directors Loan • Executive				John E. Noone
				Biographical Information • John E. Noone is President of Shamrock Investments, LLC, a Central Pennsylvania firm investing in commercial real estate and private business equity. • He began his career in Accounting, and he became a Pennsylvania Certified Public Accountant before entering banking and corporate finance. • As a banker, Mr. Noone managed a Commercial Banking Division of Pennsylvania National Bank as Vice President and Regional Commercial Banking Manager in Harrisburg, PA. • He became an entrepreneur with the acquisition of McCann School of Business in 1993, which, after significant growth, was sold in late 2002. • In 2003, Mr. Noone was a co-founder of Higher Education Solutions, LLC (“HES”) and began developing privatized student apartments for colleges and universities. • The apartment portfolio of HES was sold in late 2007, and Mr. Noone formed Shamrock Investments, LLC. • Mr. Noone earned a Bachelor of Science Degree in Business with a concentration in Accounting from Marywood University. • He also completed the Central Pennsylvania School of Commercial Banking at Bucknell University and the Advanced Commercial Lending School at the University of Virginia. • Mr. Noone previously served on the Board of the Pennsylvania Economic Development Financing Authority, Pennsylvania Chamber of Business and Industry, Pennsylvania Association of Private School Administrators, West Shore Country Club (past President), and various other civic and community organizations. • He is a current member of the Operational Committee of the Pennsylvania Community Development Bank. • Due to his extensive business experience and his accounting and banking background, the Board has determined that Mr. Noone adds value to the Corporation and is qualified to serve as the Lead Independent Director, as well as on the Executive Committee, the Directors Loan Committee, and as a Financial Expert and Chair of the Audit Committee.

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INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS


Age: 74 Director Since: 2015 Independent Board Committees • Compensation • Executive • Real Estate (Chair)				Noble C. Quandel, Jr.
				Biographical Information • Noble C. Quandel, Jr. became a director on March 1, 2015, pursuant to the Agreement and Plan of Merger, dated August 27, 2014, by and between the Corporation and Phoenix Bancorp, Inc. • Mr. Quandel joined the Phoenix Bancorp, Inc. Board in 2004, where he served most recently as Vice Chairman. • Mr. Quandel is Executive Chairman of Quandel Enterprises, Inc. in Harrisburg, PA, a company that provides construction, construction management, engineering and development services in the Mid-Atlantic region. • Mr. Quandel is a graduate of Bloomsburg University. Upon graduation, he continued working in the company business with his parents and assumed the position of President and Chief Executive Officer from his father in 1977. Under his management, the Company has grown to operate twelve offices in a geographical area which encompasses the Mid-Atlantic region. • Mr. Quandel currently serves on the Board of Directors of the Northeastern Pennsylvania Alliance (NEPA), the Board of Directors of Schuylkill Economic Development Corporation, the Keystone Contractors Association and the Minersville Area Community Improvement Organization. • He also served on the Board of Directors for the Pottsville Area School District as past Board President and is the past President of the General Contractors Association of Pennsylvania. • He has served as past Chairman of the Easter Seals of Central Pennsylvania’s inaugural Capital Campaign. • Mr. Quandel has been a guest lecturer at Bucknell University, Bloomsburg University School of Business and The Pennsylvania State University. • He is a past member of the Board of Directors of Pennsylvania National Bank and is also past Chairman of the Board of Directors of Keystone Contractors Association and Schuylkill Economic Development Corporation. • He is a past member of the Board of Directors of Capital Region Economic Development Corporation and Schuylkill Chamber of Commerce. • In 2002, Mr. Quandel was the recipient of the Torch of Liberty Award from the Anti-Defamation League of B’nai B’rith, which celebrates families with a tradition of community service who have passed the torch of good deeds, leadership and philanthropy to the next generation. • The Board has determined that Mr. Quandel’s vast knowledge of business operations and his community involvement qualify him to serve on the Board and on the Compensation and Executive Committees and as Chair of the Real Estate Committee. • Mr. Quandel also serves as Chair of the Bank’s Schuylkill County Business Development Advisory Board.

2022 PROXY STATEMENT

INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS

Class B Directors (to serve until 2024)


Age: 53 Director Since: 2019 Independent Board Committees • Compensation • Nominating and Corporate Governance				Kimberly J. Brumbaugh
				Biographical Information • Kimberly J. Brumbaugh is the Managing Partner and founded Brumbaugh Wealth Management, LLC (formerly known as Brumbaugh Wealth Management Group) in 2004 after having worked in the industry for a Philadelphia firm since 1998. • This was a career change after transitioning from the automotive industry where she managed a department of thirty employees for many years while attending Widener University at night for Business Administration. • She continued her education at the American College in Bryn Mawr, PA where she earned her securities licenses and certifications in Financial Services. • Ms. Brumbaugh has served on community boards for more than two decades, currently as a Trustee for Penn Medicine Chester County Hospital Foundation Board and Chair of their Finance and Investment Committee. • Ms. Brumbaugh is a past Chair of the Chester County Chamber of Business and Industry, and the Southeastern Pennsylvania Autism Resource Center (“SPARC”). • In addition, she supports her industry as a member of the Million Dollar Round Table-Top of the Table, the Financial Planning Association, and the National Association of Insurance and Financial Advisors (“NAIFA”). • Ms. Brumbaugh’s firm manages $500 million in client assets, received the 2018 Velocity 50 Award from CEO Report, and was recognized as a Top Wealth Manager in the Wall Street Journal in 2019 and Fortune Magazine in 2020. • The Board has determined that Ms. Brumbaugh’s extensive knowledge in business operations, development of employees, financial management, leadership and community involvement qualifies her to serve on the Board, as well as on the Compensation and Nominating and Corporate Governance Committees.


Age: 48 Director Since: 2021 Independent Board Committees • Compensation • IT/Compliance				Maureen M. Gathagan
				Biographical Information • Maureen M. Gathagan was appointed a director on November 30, 2021, pursuant to the Agreement and Plan of Merger, by and between the Corporation and Riverview Financial Corporation. • She previously served as a director of Riverview, formerly a Nasdaq-listed company, since 2017. • Ms. Gathagan is a founding partner of Bittersweet Management, LLC, and a member of Gathagan Investment Co., LP. • She has more than 20 years of diverse management experience in various industries including retail pharmacy, retail grocery, and fast-food restaurants. • She earned a Bachelor of Arts Degree in Applied Psychology from Indiana University of Pennsylvania and a Master of Science Degree in Industrial & Organizational Psychology from the University of Baltimore. • Ms. Gathagan is a Board member of Clearfield Educational Foundation. • The Board has determined that Ms. Gathagan’s active involvement and participation in numerous local non-profit and charitable organizations qualify her to serve on the Board, as well as on the Compensation and the IT/Compliance Committees.

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INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS


Age: 71 Director Since: 1999 Independent Board Committees • Compensation • Executive • IT/Compliance				Gregory M. Kerwin
				Biographical Information • Gregory M. Kerwin is the senior partner of Kerwin & Kerwin, LLP, a small family law firm in Elizabethville, PA that has been serving clients in Central Pennsylvania since 1945. • He is a member of the Pennsylvania Bar Association and former director and current member of the Dauphin County Bar Association. • He is admitted to practice before all courts in Pennsylvania, the United States Middle District Court and the U.S. Supreme Court. The focus of his firm is on real estate, estates and trusts, commercial and municipal law. • During his legal career, he has served as solicitor for numerous townships, boroughs and municipal authorities in Dauphin and Schuylkill Counties. • His firm currently represents nine municipal governments. • Mr. Kerwin has served on the Board of Directors of the Miners Bank of Lykens, the Dauphin County General Authority, Villa Teresa Nursing Home, Reiff & Nestor Company in Lykens, the Lykens Community Development Corporation, Goodwill Industries of Elizabethville, the Finance Council for the Catholic Diocese of Harrisburg and the Elizabethville Bicentennial Steering Committee. • He is a member of the Lykens Chamber of Commerce. • A licensed commercial pilot and former certified flight instructor, Mr. Kerwin serves as co-trustee for Bendigo Airport, a public use airport in Tower City, PA. • He is a graduate of The Pennsylvania State University and lifetime member of the alumni association and Nittany Lion Club. He earned his Juris Doctorate from the Dickinson School of Law in Carlisle, PA. • Because of his legal expertise and his knowledge of the Bank’s local communities, the Board has determined that Mr. Kerwin adds substantial value to the Corporation and is qualified to serve on the Board, as well as on the Executive, Compensation, and IT/Compliance Committees.


Age: 58 Director Since: 2009 Board Committees • Directors Loan • Executive (Chair) • IT/Compliance • Real Estate				Rory G. Ritrievi
				Biographical Information • On February 25, 2009, Rory G. Ritrievi joined the Corporation and the Bank as President and Chief Executive Officer. • Mr. Ritrievi has worked in the financial services industry for more than 35 years. • He previously served as Senior Executive Vice President/Market President and Chief Lending Officer of Commerce Bank/Harrisburg, where he managed all aspects of the customer experience including the retail network, lending, marketing and public relations. As Chief Lending Officer, Mr. Ritrievi was responsible for loan production, credit quality and credit administration. • Mr. Ritrievi holds a Juris Doctor from Widener University School of Law and a Bachelor of Arts Degree in Economics from the University of Pittsburgh. He is a licensed, but non-practicing attorney in the state of Pennsylvania. • He is currently serving on the Advisory Board for Widener Law Commonwealth’s Business Advising Certificate Program and on the Board of Directors of the Harrisburg Area YMCA. He previously served on the Federal Reserve Bank of Philadelphia’s Community Depository Institution Advisory Council and on the Board of Directors of the Pennsylvania Association of Community Bankers. • Because of his banking experience, his educational background and leadership skills, the Board concluded that Mr. Ritrievi is the right person to lead the Corporation and the Bank and that these attributes qualify him to serve as Chair, President, and Chief Executive Officer of the Corporation and the Bank. • Mr. Ritrievi also serves as Chair of the Executive Committee and is a member of the Real Estate, Directors Loan, and IT/Compliance Committees.

2022 PROXY STATEMENT

INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS


Age: 78 Director Since: 2018 Board Committees • Executive • IT/Compliance • Real Estate				David E. Sparks
				Biographical Information • David E. Sparks became a director on August 1, 2018, pursuant to the Agreement and Plan of Merger, dated January 16, 2018, by and between Mid Penn Bancorp, Inc. and First Priority Financial Corp. • Mr. Sparks retired from banking on August 1, 2019. Prior to his joining the Mid Penn Board, he was the Founder, Chairman and Chief Executive Officer of First Priority Bank in 2005 and Chairman and Chief Executive Officer of First Priority Financial Corp., the parent company of First Priority Bank since its formation in 2007. • Mr. Sparks is a graduate of Furman University, Greenville, SC, and attended Harvard University’s Advanced Management Program (“AMP”). • He has over forty years of bank management experience with an emphasis on finance and capital markets, mergers and acquisitions and strategic planning. • Prior to forming First Priority, Mr. Sparks was Founder, Chairman and Chief Executive Officer of Millennium Bank, Malvern, PA, which was sold in 2004. • Mr. Sparks currently serves as Executive Vice Chairman and a Director of Cumberland Advisors Inc., a registered investment advisor headquartered in Sarasota, FL. • The Board has determined that Mr. Sparks’ extensive banking experience qualifies him to serve on the Board, the Executive Committee, the Real Estate Committee, and the IT/Compliance Committee, adding great value to the Corporation.

Class C Directors and Class C Director Nominees (to serve until 2025)


Age: 63 Director Since: 2011 Independent Board Committees • Audit • Nominating and Corporate Governance (Chair)				Robert A. Abel
				Biographical Information • Robert A. Abel, a Certified Public Accountant and Certified Specialist in Estate Planning, is a Principal, Shareholder and a member of the executive committee of Brown Schultz Sheridan & Fritz, in Camp Hill, PA. • This regional CPA firm with five offices provides tax, audit and consulting services. • Mr. Abel has written many articles and participated in seminars on the topics of estate planning, wealth transfer and financial planning for the closely held corporation. • He received a Bachelor of Science Degree from Shippensburg University, from which he graduated Summa Cum Laude. • He is a member of the American Institute of Certified Public Accountants, the Pennsylvania Institute of Certified Public Accountants and the National Association of Estate Planners & Councils. • He served as past Chairman of the Harrisburg YMCA and assisted in founding a non-profit organization. • The Board has determined that Mr. Abel’s vast knowledge in the accounting industry qualifies him to serve as a member of the Board, as a Financial Expert of the Audit Committee and as Chair of the Nominating and Corporate Governance Committee, adding great value to the Corporation.

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INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS


Age: 45 Director Since: 2008 Independent Board Committees • Compensation • Directors Loan • Nominating and Corporate Governance				Matthew G. DeSoto
				Biographical Information • In 2013, Matthew G. DeSoto became President and Chief Executive Officer of MI Windows and Doors, LLC, based in Gratz, PA. • He previously held numerous sales and operational roles since joining the business in 1999. • MI Windows and Doors is a leading fabricator of window and patio door products designed for residential and light commercial projects throughout the United States. • Mr. DeSoto serves on the Penn State Health Four Diamonds Fund Advisory Board, the Board of the MI Charitable Foundation and is an active member of the Young Presidents Organization. • Mr. DeSoto attended The Pennsylvania State University pursuing a Bachelor of Science Degree in Marketing. • The Board has determined that, as President and Chief Executive Officer of MI Windows and Doors, Mr. DeSoto’s knowledge in all aspects of business operations is an asset to the Corporation and well qualifies him to serve on the Board. • Mr. DeSoto serves on the Compensation, Nominating and Corporate Governance, and Directors Loan Committees.


Age: 63 Director Since: 2003 Independent Board Committees • Compensation (Chair) • Directors Loan				Theodore W. Mowery
				Biographical Information • Theodore W. Mowery is a licensed insurance agent in life, health, property and casualty insurance and holds Securities Series 6 and 63 licenses. • He is a founding partner of Gunn Mowery LLC, who currently employs 60 people and manages insurance and employee benefit programs for over 10,000 clients. • He is a founding partner in Mowery Insurance, Inc. and is also a partner in Gunn Mowery Properties, LLC, a real estate holding company. • Mr. Mowery is a member of the National Association of Insurance and Financial Advisors and the Estate Planning Council of Central Pennsylvania. • He formerly served as President of the Camp Hill School Board, President of the Mental Health Association of Cumberland, Dauphin and Perry Counties, and past Board member of the Capital Region Economic Development Council, the Lion Foundation and the West Shore Country Club. • Mr. Mowery has a Bachelor of Arts Degree from Gettysburg College. • Due to his vast knowledge of the insurance services industry and his experience in managing all aspects of his company, the Board has determined that Mr. Mowery adds substantial value to the Corporation and is well qualified to serve as a member of the Board, the Directors Loan Committee and Chair of the Compensation Committee.

2022 PROXY STATEMENT

INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS


Age: 60 Director Since: 2006 Independent Board Committees • Audit • Directors Loan (Chair) • Real Estate				William A. Specht, III
				Biographical Information • William A. Specht, III is President and Chief Executive Officer of Seal Glove Manufacturing, Inc. and Ark Safety, and serves on the Board of Directors. As President and Chief Executive Officer of his business affiliations, Mr. Specht is knowledgeable in all aspects of business operations. • Mr. Specht served on the Dauphin County Planning Commission for a total of nine years, from 2010 through 2019, serving as Chair for two years and Vice Chair for two years. • Mr. Specht previously served as a Board member of MANTEC, a non-profit corporation, a member of the Consumer Advisory Board of Capital Blue Cross and as a School Board Director of the Millersburg Area School District. • Mr. Specht is an active member of the Millersburg community and has served and continues to serve in various capacities with various organizations. The Board has determined Mr. Specht’s knowledge and management of his business affiliations add value to the Corporation and well qualify him to serve on the Board. • In 2012, Mr. Specht was appointed Vice Chairman of the Board of the Corporation and the Bank and served in this role until July 2021. • Mr. Specht serves on the Audit and Real Estate Committees, and as Chair of the Directors Loan Committee.

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INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS

Compensation of the Board

The Corporation periodically obtains or conducts a survey of director fees, committee fees and other director compensation of banks that are similar in asset size and in similar markets to the Corporation and the Bank. The Compensation Committee reviews these surveys and recommends to the full Board any changes to the compensation of Board members for the upcoming year. The Board has final approval of the compensation of its directors. Directors, with the exception of the Board Chair and Vice Chair, received an annual Board fee of $50,000 for the year 2021. Mr. Grubic received $73,333 and Mr. Specht received $65,417 for serving a partial year as Board Chair and Vice Chair, respectively. Mr. Noone received $57,750 for serving a partial year as Lead Independent Director. Committee Chairs, excluding the Board Chair and Vice Chair, received an additional $2,000 in annual compensation. Board members who also serve on the Bank’s Regional Business Development Advisory Boards receive an additional fee for each meeting attended. In 2021, Ms. Brumbaugh attended three meetings of the Mid Penn Bank Southeast Region Business Development Advisory Board, receiving total fees of $2,250 for such additional service. Additionally, in 2021, Mr. Quandel attended one meeting of the Mid Penn Bank Schuylkill County Business Development Advisory Board, receiving total fees of $250 for such additional service. No other directors received such additional meeting fees. Mr. Ritrievi does not receive a fee for serving on the Board.

On June 1, 2021, each non-employee Director who was serving on the Board at that time was awarded a restricted stock grant of $20,000, equating to 703 shares of the Corporation’s common stock, with a fair market value of $28.45 per share, as part of his or her compensation. These common stock awards were granted with a one-year vesting restriction.

The Corporation and Bank maintain a deferred fee plan for directors, which enables a director to annually elect to defer payment of his or her fees until he or she terminates service on the Board. For 2021, the maximum amount each director could defer was 100% of his or her annual director’s fee. Participating directors may elect to receive either a lump sum or equal monthly installments in an amount equal to his or her deferral account (plus interest) upon retirement, early termination, disability, change in control or a hardship. If a director dies before distribution of his or her deferral account commences, the director’s designated beneficiary is entitled to receive the amounts in his or her deferral account or the projected account balance at the time the Corporation adopted the deferred fee plan (limited by the amount of net coverage purchased by the Bank), whichever is greater. For 2021, current members of the Corporation’s Board participated in this plan as follows: Mr. Abel deferred $34,000; Mr. Mowery deferred $52,000; Mr. Noone deferred $57,750; and Mr. Grubic deferred $58,666.

In May 1995, the Bank adopted the Mid Penn Bank Director Retirement Plan, which we refer to as the “Director Retirement Plan.” Under the Director Retirement Plan, Bank directors who terminate their service on the Board other than for cause with at least five years of service are eligible to receive a retirement benefit. The five-year service requirement is waived if a director’s service is terminated for disability or within 90 days of a change in control. The annual benefit is determined by multiplying the “base retirement amount” for the director’s position ($654.65 for the Chair, $327.33 for all other directors, which reflect the inflationary adjusted rates for 2021) by the number of full years the member served. The plan contains an annual inflationary adjustment provision. Benefits are paid in cash on a quarterly basis and continue for 60 quarterly payments or until the director’s death, if earlier.

As detailed in the “Director Compensation Table”, in 2021, the current non-employee members of the Corporation’s Board were paid $1,050,782, in the aggregate, for their service as directors, which includes (i) all Board fees and fees paid to Ms. Brumbaugh and Mr. Quandel for attendance at Mid Penn Bank Business Development Advisory Board Meetings, (ii) the value of restricted stock awards, and (iii) change in pension value and nonqualified deferred compensation earnings. Additionally, pursuant to the terms of the First Priority merger agreement, Mr. Sparks was paid $105,000 in 2021 for his services as a non-employee consultant. Mr. Sparks’ consulting services ended in 2021.

2022 PROXY STATEMENT

INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS

The following table summarizes the total compensation that non-employee directors earned for service as directors or a non-employee consultant of the Corporation for the year ended December 31, 2021.

Director Compensation Table



Name	Fees Earned or Paid in Cash ($)			Stock Awards ($)⁽¹⁾		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)⁽²⁾		All Other Compensation ($) ⁽³⁾		Total ($)

Robert A. Abel		52,000			20,000		4,268		-		76,268

Kimberly J. Brumbaugh		52,250	⁽⁴⁾		20,000		3,847		-		76,097

Matthew G. DeSoto		50,000			20,000		3,565		-		73,565

Maureen M. Gathagan		4,167			-		-		-		4,167

Howard R. Greenawalt		4,167			-		-		-		4,167

Robert C. Grubic		73,333			20,000		4,560		-		97,893

Brian A. Hudson, Sr.		50,000			20,000		-		-		70,000

Gregory M. Kerwin		50,000			20,000		4,560		-		74,560

Donald F. Kiefer		50,000			20,000		4,439		-		74,439

Theodore W. Mowery		52,000			20,000		4,275		-		76,275

John E. Noone		57,750			20,000		4,240		-		81,990

Noble C. Quandel, Jr.		52,250	⁽⁵⁾		20,000		4,560		-		76,810

David E. Sparks		50,000			20,000		-		105,000		175,000

William A. Specht, III		65,417			20,000		4,134		-		89,551

⁽¹⁾	Amounts reflect the 703 shares of restricted stock granted on June 1, 2021 based on the fair value of the common stock on the grant date ($28.45 per share).

⁽²⁾	Amounts reflect the present value of the amount accrued to the directors in 2021 for the Mid Penn Bank Director Retirement Plan.

⁽³⁾	Amount reflects the payment of $15,000 per month to Mr. Sparks in the form of non-employee consultant fees for 24 months beginning August 1, 2019 and ending July 1, 2021 per the terms of the First Priority merger agreement.

⁽⁴⁾	Includes $2,250 in fees paid to Ms. Brumbaugh for attending the Bank’s Southeast Region Business Development Advisory Board Meetings.

⁽⁵⁾	Includes $250 in fees paid to Mr. Quandel for attending the Bank’s Schuylkill County Business Development Advisory Board Meetings.

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GOVERNANCE OF THE CORPORATION

Overview

The Board believes that the purpose of corporate governance is to ensure that the Corporation employs a system of operating practices and procedures designed to maximize shareholder value in a manner consistent with legal and regulatory requirements and the highest standards of integrity. The Board has adopted and adheres to corporate governance practices which the Board believes promote these objectives, are sound and represent best practices. These governance practices, Pennsylvania law (the state of incorporation), the rules and listing standards of The Nasdaq Stock Market LLC (“Nasdaq”) and the Securities and Exchange Commission (the “SEC”) regulations, as well as best practices suggested by recognized governance authorities, are continually reviewed for consistency and applicability.

The Corporation seeks director candidates who uphold the highest standards of professionalism, are committed to the Corporation’s values and are strong independent stewards of the long-term interests of shareholders, employees, customers and the communities in which we work. The Board, through the Nominating and Corporate Governance Committee, considers Board composition on an ongoing basis, with a focus on recruiting directors who exhibit the qualities required to effectively oversee the Corporation, including its present and future strategies. The Board primarily seeks directors with experience in fields relevant to the Corporation’s businesses and operations and who are willing to effectively challenge and provide independent oversight of management. The Board seeks candidates who collectively represent a diversity of age, experience, perspectives, and viewpoints, including diversity with respect to gender, race, ethnicity and geography.

All of our directors must be qualified in terms of education, professional experience and applicable skills or core competencies. Each director must exhibit integrity, sound judgment, strong work ethic, strength of conviction, a collaborative approach to decision making, inquisitiveness and, of extreme importance, an independent mindset.

The Board believes that it is important that a director’s and shareholders’ interests are financially aligned. In order to promote such alignment of interests, it is the Corporation’s policy that a newly elected director own at least 500 shares of Corporation common stock upon his or her election, and accumulate a total of at least 2,500 shares by the end of his or her second year on the Board.

The Board also believes that director refreshment is an important component of good corporate governance and seeks to ensure periodic refreshment through a combination of a mandatory retirement age and term limits. By limiting the age and tenure of directors, the Board ensures that the Corporation will benefit from a balanced mix of long-term institutional knowledge, fresh ideas, and independence from management, while promoting director engagement and mitigating against complacency. To that end, the Board has adopted a policy that, with certain limited exceptions for directors in office prior to January 1, 2020, generally requires a director to retire at age 70 and limits director tenure to a maximum of 15 years, in the aggregate. For more information regarding the director retirement and tenure policy, please refer to the Nominating and Corporate Governance Committee Policy and Charter available on the Corporation’s website.

Director Independence

The Corporation’s current Board is comprised of fifteen individuals. The Board has determined that all but one of the Corporation’s non-executive Board members are independent under Nasdaq’s corporate governance listing standards, resulting in 87% of the Board being deemed independent of management. In accordance with Nasdaq listing standards, only independent directors serve on the Audit, Compensation, and Nominating and Corporate Governance Committees.

To be considered independent, a director must have no disqualifying relationships as defined by the Nasdaq listing rules, and the Board must have affirmatively determined that the director has no other relationship with the Corporation, either directly or indirectly, that would interfere with his or her exercise of independent judgment in carrying out the responsibilities of a director.

2022 PROXY STATEMENT

GOVERNANCE OF THE CORPORATION

In determining the directors’ independence, the Board considered both loan and non-loan transactions between the Bank and the directors, their family members and businesses with whom they are associated, as well as any contributions made to non-profit organizations with whom they are associated.

Applying the foregoing, the Board has determined that the following directors are independent: Robert A. Abel, Kimberly J. Brumbaugh, Matthew G. DeSoto, Maureen M. Gathagan, Howard R. Greenawalt, Robert C. Grubic, Brian A. Hudson, Sr., Gregory M. Kerwin, Donald F. Kiefer, Theodore W. Mowery, John E. Noone, Noble C. Quandel, Jr., and William A. Specht, III. Rory G. Ritrievi, current Chair, President, and Chief Executive Officer of the Corporation, and David E. Sparks, who received consulting fees from the Corporation in 2021, are not considered independent.

For more information regarding types of transactions, relationships or arrangements considered by the Board in reaching its determination that the directors are independent, please refer to “Related Person Transactions”.

Board Leadership Structure

The Board is led by a Chair selected by the Board. Prior to 2021, the Nominating and Corporate Governance Committee Policy and Charter (the “N&CGC Policy”) required that the role of Chair be filled by a non-executive director. Following a review of the practices of similarly situated, exchange-listed bank holding companies, the Board determined it to be advisable to update the N&CGC Policy to grant the Board the discretion to combine or separate the positions of Chair and Chief Executive Officer depending on the needs and circumstances of the Corporation as they exist from time to time.

In light of the continued evolution and material growth of the Corporation since 2018, the Board appointed Rory G. Ritrievi, President and Chief Executive Officer, to the role of Board Chair in July 2021. The Board believes that Mr. Ritrievi’s leadership role in developing the strategic vision of the Corporation, extensive knowledge of all aspects of the Corporation’s business, risks, shareholder base, employees and customers, and his intimate involvement in the Corporation’s day-to-day activities uniquely qualify him to serve as Board Chair during this important stage of the Corporation’s development, while the presence of an overwhelming majority of independent directors on the Board, coupled with a strong Lead Independent Director in Mr. Noone, enables the Board to continue to effectively provide guidance to, and oversight and accountability of, management.

As updated, the N&CGC Policy empowers the Chair to call meetings of the Board, preside over meetings of the Board and shareholders, and oversee the information provided to the Board in advance of meetings.

In the event that the Chair is an executive of the Corporation or otherwise not independent under Nasdaq listing rules, the updated N&CGC Policy requires that the Board elect a Lead Independent Director, who shall be independent as determined in accordance with Nasdaq listing rules and shall:

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preside over meetings in the absence of the Chair;

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preside over meetings of the independent directors and facilitate communications between the independent directors and the Chair;

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have the authority to call meetings or executive sessions of the independent directors;

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serve as the liaison between the independent directors and the Chair;

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be available for consultation and direct communication with major shareholders, as appropriate;

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provide input to the Chair regarding agenda items and information requested by directors; and

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discharge such other responsibilities as the Board may assign from time to time.

John E. Noone has served as Lead Independent Director since July 2021. Nasdaq listing rules require that our independent directors meet in executive session at least once annually. This meeting was held in October 2021.

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GOVERNANCE OF THE CORPORATION

Risk Oversight by Board

The Board is responsible for defining the strategic vision of the Corporation, establishing acceptable risk tolerances within which management is required to operate in order to attain identified strategic objectives, and overseeing and holding management accountable for execution of the overall strategic plan, all with a view toward maximizing shareholder value. Much of this oversight function is administered through the use of committees, which are focused on particular aspects of the Corporation and Bank’s operations and functions, and the risk inherent in those operations and functions. The Board seeks to constitute its committees with Board members who possess certain expertise or skill sets complementary to that committee’s oversight function. For example, the Audit Committee, which is charged with overseeing the financial risk associated with the Corporation’s operations, is comprised of four Board members who qualify as a “financial expert” under the Sarbanes-Oxley Act.

In addition to the general oversight of Corporation business and operations, and recognizing the unique risks that cyber threats pose to today’s financial institutions, the Board also reviews a comprehensive quarterly Enterprise Risk Management Report, prepared by the Bank’s Chief Risk Officer, which includes metrics and trends on major risk areas, including cybersecurity, asset quality, interest rate risk, operations, capital adequacy, and liquidity. Additionally, the IT/Compliance Committee provides further support to the Board in its role of overseeing cybersecurity risks affecting the Corporation by focusing particularly on new and emerging threats and the Corporation’s defenses and responses to those threats.

The Board also recognizes the unique risks that may be posed by virtue of an organization’s compensation practices. In establishing the compensation of the Corporation’s executive officers, specifically, and overseeing the compensation programs of all employees, generally, the Compensation Committee is required to consider the risks associated with the Corporation’s compensation practices, to ensure that such practices do not encourage the taking of unnecessary risks.

Further, in addition to receiving regular reports from Board committees, the Board Chair and the Corporation’s officers keep the full Board informed of the Corporation’s business through regular meetings and by providing regular reports and other materials to Board members. For more information about the Board’s committees, see “Committees and Meetings of the Corporation’s Board” below.

Code of Ethics

The Corporation has adopted a Code of Ethics that applies to directors, officers and employees of the Corporation and the Bank. The Corporation last amended the Code of Ethics on January 26, 2022. A copy is posted under Governance Documents in the Corporate Information section under the Investors link on the Corporation’s website, www.midpennbank.com. The Corporation’s Code of Ethics may be viewed on the Mid Penn website at www.midpennbank.com or requested from the Corporate Secretary by telephone at (866) 642-7736.

Restrictions on Hedging

Our Code of Ethics includes anti-hedging provisions that prohibit all employees and directors from day trading or short-selling Corporation securities and from engaging in transactions in any derivative of Corporation securities (other than securities issued under a Corporation compensation plan), including buying and writing options.

Shareholder Communications

Any shareholder who wishes to communicate with the Board may send correspondence to Rory G. Ritrievi, Chair, President, and Chief Executive Officer, Mid Penn Bancorp, Inc., at 2407 Park Drive, Harrisburg, Pennsylvania 17110, with a copy to Elizabeth O. Martin, Corporate Secretary, at the same address. Written communications received from shareholders are shared with the full Board or appropriate committee as warranted. The Board has a complaint procedure for communicating accounting, internal accounting controls and auditing matters. Complaints generated are directed to a separate mailing address, which is under the control of the Chair of the Audit Committee. Please refer to Governance Documents in the Corporate Information section under the Investors link on the Corporation’s website at www.midpennbank.com for complete details.

2022 PROXY STATEMENT

GOVERNANCE OF THE CORPORATION

A shareholder who intends to nominate an individual for election to the Board (other than a candidate proposed by the Board) must notify the Secretary of the Corporation in compliance with the requirements of Article 10, Section 10.1 of the Corporation’s By-laws. Any shareholder who intends to nominate a candidate for election to the Board must notify the Secretary of the Corporation in writing not less than the earlier of (1) 120 days prior to the anniversary date of the initial proxy materials or of a notice of the meeting by the Corporation in connection with the immediately preceding Annual Meeting of Shareholders (which would be November 25, 2022 for the 2023 annual meeting), or (2) the deadline for submitting shareholder proposals for inclusion in a proxy statement and form of proxy as calculated under Rule 14a-8(e) promulgated by the SEC (which is also November 25, 2022 for the 2023 annual meeting).

Annual Meeting Attendance

All directors attended the 2021 Annual Meeting of Shareholders. While the Corporation does not have a formal policy regarding attendance, all directors are strongly encouraged to attend the Annual Meeting of Shareholders.

Committees and Meetings of the Corporation’s Board

During the year ended December 31, 2021, the Corporation’s Board of Directors held fourteen meetings. In addition, the Corporation’s independent Board members held one independent Board meeting during 2021.

During 2021, the Board maintained seven standing committees, four of which serve only the Corporation: Nominating and Corporate Governance, Executive, Audit, and Compensation; and three of which jointly serve the Corporation and the Bank: Real Estate, IT/Compliance, and Directors Loan. Only independent directors serve on the Audit, Compensation, and Nominating and Corporate Governance Committees. Current committee membership is displayed in the following table.

Committee Membership Table

Nominating
and
Corporate
Governance

(Corporation
only)

Executive

(Corporation
only)

Audit

(Corporation
only)

Compensation

(Corporation
only)

Real
Estate
(Joint)

IT/
Compliance

(Joint)

Directors
Loan

(Joint)

Robert A. Abel

●/FE

Kimberly J. Brumbaugh

●

Matthew G. DeSoto

●

Maureen M. Gathagan

●

Howard R. Greenawalt

●/FE

●

Robert C. Grubic

●

Brian A. Hudson, Sr.

●

●/FE

Gregory M. Kerwin

●

Donald F. Kiefer

●

Theodore W. Mowery

●

John E. Noone

●

CC/FE

●

Noble C. Quandel, Jr.

●

SEC Form DEF 14A filed by Mid Penn Bancorp