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 28, 2024

Dear Shareholders:

You are cordially invited to attend the live webcast of the 2024 Annual Meeting of Shareholders of Mid Penn Bancorp, Inc. (the “Corporation”), which will be held in a virtual meeting format on Tuesday, May 14, 2024, at 10 a.m. EDT. The meeting will be conducted solely online via live webcast to enhance shareholder access by enabling attendance and participation from any location. There is no physical location for the annual meeting. In order to attend the annual meeting, you must register at www.proxydocs.com/MPB by 12 p.m. EDT on May 13, 2024. Upon completion of your registration, you will receive further instructions via email that will provide you access to the annual meeting.

In accordance with SEC guidelines and in an effort to minimize printing, we are making the proxy materials for the Annual Meeting of Shareholders available via the Internet. The Notice of Internet Availability of Proxy Materials (“Notice”), which contains instructions on how to access the notice of annual meeting, proxy statement, and annual report on the Internet and how to execute your proxy, is first being mailed to holders of our common stock on or about March 28, 2024. This Notice also contains instructions on how to request a paper copy of the proxy materials.

The proxy statement addresses the formal business of the meeting. The formal business agenda includes the election of three Class B 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. A copy of the Corporation’s annual report for the year ended December 31, 2023, is available with the proxy materials.

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. If you receive paper copies of the proxy materials, you may execute and return the accompanying proxy card as soon as possible in the postage-paid envelope or submit your proxy by telephone or the Internet. We encourage you to vote in advance 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 14, 2024

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 on Tuesday, May 14, 2024, at 10 a.m. EDT. The meeting will be held in a virtual meeting format via a live webcast. You will not be able to attend the annual meeting in person; however, you are invited to attend the annual meeting and vote your shares via live webcast.

In order to attend the annual meeting, you must register at www.proxydocs.com/MPB by 12 p.m. EDT on May 13, 2024. As part of the attendance process, you will be asked to provide the control number located on your Notice of Internet Availability of Proxy Materials (“Notice”), proxy card, or voting instruction form. Upon completion of your registration, you will receive further instructions via email that will provide you access to the annual meeting.

At the meeting, you will be asked to consider and act upon the following matters:

1.	to elect three Class B 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; and

3.	to ratify the appointment of RSM US LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2024; and to transact any other business that may properly come before the annual meeting or any adjournment or postponement thereof.

The Notice, which contains instructions on how to access the notice of annual meeting, proxy statement, and annual report on the Internet and how to execute your proxy, is first being mailed to holders of our common stock on or about March 28, 2024. This Notice also contains instructions on how to request a paper copy of the proxy materials.

In accordance with the Corporation’s Bylaws and action of the Board of Directors, only those shareholders of record at the close of business on March 1, 2024, are entitled to notice of, and to vote at, the annual meeting and any adjournment or postponement thereof.

If you accessed this proxy statement through the Internet after receiving a Notice, you may cast your vote by telephone or over the Internet by following the instructions on that Notice. If you received this proxy statement by mail, you may cast your vote by mail, by telephone, or over the Internet by following the instructions on the accompanying proxy card.

Whether or not you plan to attend the virtual annual meeting, your vote is very important, and we encourage you to vote promptly. You may vote your shares in advance of the meeting via the Internet, by telephone or by mail, or by attending and voting online at the 2024 Annual Meeting of Shareholders. Please refer to the section “How to Vote” on page i for detailed voting instructions.

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 14, 2024: The proxy statement, proxy card and 2023 annual report to shareholders are available at www.proxydocs.com/MPB.

LOGO

2407 Park Drive, Harrisburg, Pennsylvania 17110

PROXY STATEMENT

2024 ANNUAL MEETING OF SHAREHOLDERS

MAY 14, 2024

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 provided to shareholders on or about March 28, 2024.

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			10


RELATED PERSON TRANSACTIONS			19


BENEFICIAL OWNERSHIP OF MID PENN BANCORP, INC.‘S STOCK HELD BY PRINCIPAL SHAREHOLDERS AND MANAGEMENT			20


PROPOSAL NO. 2: NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION			22

EXECUTIVE OFFICERS			23


COMPENSATION DISCUSSION AND ANALYSIS			24



EXECUTIVE COMPENSATION			33


PROPOSAL NO. 3: RATIFICATION OF THE APPOINTMENT OF RSM US LLP AS THE CORPORATION’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024			38


AUDIT COMMITTEE REPORT			39


ADDITIONAL INFORMATION			41


PAY VERSUS PERFORMANCE			41


FREQUENTLY ASKED QUESTIONS REGARDING THE ANNUAL MEETING			46


		2024 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.

2024 Annual Meeting Information

Date & Time

Location

Record Date

Tuesday, May 14, 2024

10 a.m. EDT

www.proxydocs.com/MPB

March 1, 2024

Please remember that you must preregister

to attend the annual meeting at the website

listed above.

How to Vote

By Internet

If you are a registered shareholder, you may vote electronically through the Internet by following the instructions included on your Notice. 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 Mail

Shareholders of record may vote their shares by completing and returning a physical 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 Telephone

If you are a registered shareholder, you may vote by phone by calling (866)883-0222. Have your Notice or proxy card in hand when you call and then follow the instructions.

During the Annual Meeting

Shareholders of record may vote at the virtual meeting if they register at www.proxydocs.com/MPB by 12 p.m. EDT on May 13, 2024, attend the virtual meeting on May 14, 2024 at 10 a.m. EDT, and then click on the “Vote” link. Information regarding how to virtually attend the annual meeting is included on your Notice, and on 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 may 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.

2024 PROXY STATEMENT

PROXY STATEMENT SUMMARY

Proposals to be Presented at the 2024 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 2024 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 three (3) directors to Class B. The Board proposes the following nominees for election as Class B Directors:
• Kimberly J. Brumbaugh		• Rory G. Ritrievi
• Maureen M. Gathagan

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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 22

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.

LOGO

PROXY STATEMENT SUMMARY

PROPOSAL NO. 3:

RATIFICATION OF THE APPOINTMENT OF RSM US LLP AS THE CORPORATION’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024 – PAGE 38

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 2024. 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, 2024. Although this ratification is not required by the Corporation’s Bylaws 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 2024.

2024 PROXY STATEMENT

iii

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.

2023 Highlights

Key Financial Accomplishments

Return on average

tangible common

equity was 10.37%

for 2023.

Organic loan growth for 2023

was $424 million, or an annual increase of 10.8%.

Organic deposit growth for 2023

was $285 million, or an

annual increase of 7.5%.




		Return on average assets was 0.78% for 2023.				We paid cash dividends during 2023 of $0.80 per common share.

Community Support

In 2023, Mid Penn Bancorp, Inc. and its subsidiaries raised and contributed $2.42 million to local community

and nonprofit organizations.



889 Community Organizations Supported	$833,000 Donated to Educational Improvement Organizations	$485,000 to Neighborhood Assistance Programs


13,926 Hours Volunteered by Employees Throughout Our Footprint	$341,000 Donated to Prostate Cancer Research through No Shave November Campaign	$200,000 Donated to Breast Cancer Charities through Mid Penn Celebrity Golf Classic

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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 promotes and monitors 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 2023, we:

•

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

•

Encouraged environmentally-friendly workplace practices by providing reusable metal water bottles to all employees.

•

Continued 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 continued 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. In 2023, we continued to implement Human Capital Management practices to enable leaders to better hire talent and manage teams, including goal setting, performance evaluations, succession planning, and learning and development. Some of the ways that Mid Penn invests in human capital are:

•

Mid Penn University, offering over 60 instructor-led classes on topics such as technical banking skills, compliance, business development, and more.

•

Partnership with HACC, Central Pennsylvania’s Community College, and Luzerne County Community College, providing cost-free higher education to full-time employees who endeavor to earn a degree while continuing to work.

•

Individualized development planning and career planning.

2024 PROXY STATEMENT

PROXY STATEMENT SUMMARY

•

Mentoring, job shadowing, and emerging leaders programs.

•

Performance coaching.

•

Student internship program.

In addition, our Culture Committee identifies, discusses, and plans ways to promote Mid Penn’s corporate culture throughout the company. 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 2023, the health and safety of Mid Penn’s employees and their families has been our highest priority.

DEI is also central to our success at Mid Penn. Our commitment to diversity, equality, and inclusion starts with hiring, retaining, and developing a workforce that is diverse in background, knowledge, skill, and experience. As of December 31, 2023, women represented approximately 65% and self-identified racial and ethnic minorities represented approximately 12% of the Corporation’s workforce. With a view toward increasing the representation of women and underrepresented minorities on the Board, the Nominating and Corporate Governance Committee has identified a goal of achieving, over time, a balanced level of diversity in the composition of the Board.

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 2023, we held internal forums to provide opportunities for all colleagues to participate in discussions on career growth, diversity initiatives, mentoring, and volunteerism. In 2023, our DEI Committee, comprised of employees, held regular meetings, volunteered in the community, and hosted lunch and learns for employees on a variety of topics.

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 2023, we are proud to have:

•

Participated in the Beyond School Walls program through Big Brothers Big Sisters of the Capital Region, which provides financial education and mentorship to high school students.

•

Bolstered principles of financial literacy through the My Savings Account and Banzai, Inc. programs.

•

Awarded academic scholarships to deserving high school seniors throughout our footprint through our Anna Woodside scholarship.

•

Supported Tri-County Housing Development Corporation, which develops affordable housing for low- and moderate-income individuals and families. Mid Penn employees served on the Board of Directors and taught new homebuyer education classes.

•

Served as an executive board member of the Neighborhood Housing Services of Greater Berks, Inc.

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 a reflection 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.

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PROXY STATEMENT SUMMARY

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 2023, our Board’s Nominating and Corporate Governance Committee continued to oversee our ESG programs.

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 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 2023 ESG progress, we strive to maintain and enhance our ESG standards and efforts in 2024. For more information regarding ESG, please visit the Investors link on the Corporation’s website at www.midpennbank.com.

2024 PROXY STATEMENT

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PROXY STATEMENT SUMMARY

Snapshot of Board of Directors



Name	Age	Director Since	Principal Occupation	Independent

Class B Director Nominees up for Election in Proposal 1

Kimberly J. Brumbaugh	55	2019	Founder and Managing Partner, Brumbaugh Wealth Management, LLC		Yes

Maureen M. Gathagan	50	2021	Partner, Bittersweet Management, LLC and Member, Gathagan Investment Company, LP		Yes

Rory G. Ritrievi	60	2009	Chair, President and Chief Executive Officer, Mid Penn Bancorp, Inc.		No

Continuing Directors

Robert A. Abel	65	2011	Principal and Shareholder, Brown Plus		Yes

Matthew G. DeSoto	47	2008	President and Chief Executive Officer, MITER Brands		Yes

Albert J. Evans	57	2023	President, Fanelli, Evans & Patel, P.C.		Yes

Joel L. Frank	62	2023	Chairman and Managing Partner, Lamb McErlane PC		Yes

Brian A. Hudson, Sr.	69	2021	Former Executive Director and Chief Executive Officer, Pennsylvania Housing Finance Agency		Yes

Bruce A. Kiefer	64	2023	Manager/Chemist, The Hershey Company		Yes

Theodore W. Mowery	65	2003	Founding Partner, Gunn Mowery, LLC		Yes

John E. Noone	64	2012	President, Shamrock Investments, LLC		Yes

William A. Specht, III	62	2006	President and Chief Executive Officer, Seal Glove Manufacturing, Inc. and Ark Safety		Yes

Retiring Directors

Robert C. Grubic	72	2006	Chairman, Herbert, Rowland & Grubic, Inc.		Yes

Frank J. Gumina, Jr.	83	2023	President, Gumina Development Co.		Yes

David E. Sparks	80	2018	Chairman, Cumberland Advisors, Inc. and Founder, Former Chairman and Chief Executive Officer, First Priority Financial Corp.		No

viii

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PROXY STATEMENT SUMMARY


Board Expertise	Board Diversity
	Director Age Director Tenure	Director Diversity

2024 PROXY STATEMENT

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			8

GOVERNANCE OF THE CORPORATION			10
Overview			10
Director Independence			11
Board Leadership Structure			11
Risk Oversight by Board			12
Code of Ethics			13
Restrictions on Hedging			13


Shareholder Communications			13
Annual Meeting Attendance			13
Committees and Meetings of the Corporation’s Board			13
Board Composition Matrix			16
Environmental and Social Commitments			18

RELATED PERSON TRANSACTIONS			19

BENEFICIAL OWNERSHIP OF MID PENN BANCORP, INC.’S STOCK HELD BY PRINCIPAL SHAREHOLDERS AND MANAGEMENT			20
Principal Shareholders			20
Share Ownership by the Directors, Officers and Nominees			21

Qualifications and Nomination of Directors

The Corporation’s Bylaws authorize the number of directors to be not less than five (5) nor more than twenty-five (25). The Bylaws 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 five directors; Class B consists of five directors; and Class C consists of five directors. At the 2024 Annual Meeting, Mr. Grubic will retire as a Class A director and Messrs. Gumina and Sparks will retire as Class B directors.

The Board nominated the three persons named below to serve as directors until the 2027 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 of the other candidates 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 three 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 B Directors at the annual meeting:
• Kimberly J. Brumbaugh		• Rory G. Ritrievi
• Maureen M. Gathagan

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

2024 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 three nominees to the Board and the nine continuing directors appears below. The ages of our directors are as of May 14, 2024, 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 2026)

LOGO

Age: 57

Director Since: 2023

Independent

Board Committees

• Compensation

Albert J. Evans

Biographical Information

Mr. Evans is the President of the law firm of Fanelli, Evans & Patel, P.C. with offices in Pottsville, Wyomissing and Sunbury, PA, and has been licensed for more than thirty years to practice law in the state and federal courts of Pennsylvania and New Jersey. Mr. Evans is a board member of the Pennsylvania Trial Lawyers Association. He is an appointed delegate for the Pennsylvania Bar Association and past President of the Schuylkill County Bar Association. He has also served on the boards of Riverview Financial and the Union Bank and Trust Company. Mr. Evans has served as lead trial counsel in numerous complex litigation cases, is a member of the Million Dollar Advocates Forum, and represents numerous municipalities and municipal authorities. He was also selected as a Pennsylvania Super Lawyer from 2019 to 2023. Mr. Evans holds a bachelor’s degree from Colby College and a Juris Doctor from Widener University School of Law. He served as counsel for a financial institution and has experience with acquisition transactions and corporate legal matters. Mr. Evans is a board member of multiple nonprofit civic organizations including Schuylkill YMCA, Walk-In-Art Center, Haven Unified, and Schuylkill Haven Island Committee and serves as a Eucharistic minister at St. Nicholas Church in Minersville. In addition to serving on the Compensation Committee of the Corporation, Mr. Evans chairs the Trust Committee of the Bank. Because of his legal expertise and his community involvement, the Board has determined that Mr. Evans adds value to the Corporation and is qualified to serve on the Board.


Age: 62 Director Since: 2023 Independent Board Committees • IT/Compliance (Chair) • Nominating and Corporate Governance				Joel L. Frank Biographical Information Mr. Frank is Chairman, Managing Partner and Executive Committee Chairman of Lamb McErlane PC, and concentrates his practice in commercial and civil litigation in state and federal courts, attorney and judicial discipline and ethical matters, as well as election law. Mr. Frank is rated “AV Preeminent” by Martindale-Hubbell and has been named a Pennsylvania Super Lawyer for general litigation every year since 2005. Mr. Frank holds a Bachelor of Arts degree in criminal justice from University of Delaware and a Juris Doctor from Widener University School of Law. Mr. Frank serves on the National Board of Directors for Alex’s Lemonade Stand Foundation and the Board of Directors and Executive Board of the Zoological Society of Philadelphia. He is also a Commissioner on the Pennsylvania State Athletic Commission. The Board has determined that Mr. Frank’s legal expertise and extensive community involvement qualify him to serve on the Board.

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INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS


Age: 69 Director Since: 2021 Independent Board Committees • Audit (Vice Chair) • IT/Compliance • Nominating and Corporate Governance				Brian A. Hudson, Sr.
				Biographical Information Prior to his retirement, Mr. Hudson served for almost 20 years as the Executive Director and CEO 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. Mr. Hudson earned a Bachelor of Science degree in business administration from The Pennsylvania State University. 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 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 of Consumer Advisory Council and is former Director and Audit Committee Chair of the Federal Home Loan Bank of Pittsburgh. The Board has determined that Mr. Hudson’s extensive background in accounting and finance and industry knowledge, as well as his current and past service on a number of boards qualify him to serve on the Board.


Age: 64 Director Since: 2012 Independent Board Committees • Audit (Chair) • Executive				John E. Noone
				Biographical Information Mr. Noone began his career in accounting and became a 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, and the founding of Higher Education Solutions, LLC in 2003. In 2007, Mr. Noone formed Shamrock Investments, LLC, a Central Pennsylvania firm that invests in commercial real estate and private business equity, where he currently serves as President. 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 has served on the board of directors of the Pennsylvania Economic Development Financing Authority, Pennsylvania Chamber of Business and Industry, and various other civic and community organizations. 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.

2024 PROXY STATEMENT

INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS

Class B Directors and Class B Nominees (to serve until 2027)


Age: 55 Director Since: 2019 Independent Board Committees • Compensation (Vice Chair) • Executive • IT/Compliance				Kimberly J. Brumbaugh
				Biographical Information Ms. Brumbaugh is the Managing Partner and Founder of Brumbaugh Wealth Management, LLC. She founded the company in 2004 after having worked in the industry for a Philadelphia firm from 1998-2003. She began her career in the automotive industry where she managed a department of 30 employees while attending Widener University at night for business administration. She continued her education at The American College of Financial Services in Bryn Mawr, PA, where she earned her securities licenses and certifications in financial services. Ms. Brumbaugh’s firm manages just over $500 million in client assets. She received the 2023 Leadership award from the Chester County Boy Scouts and was recognized as a Five Star Wealth Advisor in Fortune Magazine and Philadelphia Magazine in 2023. Ms. Brumbaugh received the Executive of the Year award from the Chester County Chamber of Business & Industry in 2022, and was recognized as a Top Wealth Manager in the Wall Street Journal in 2019. She has served on nonprofit boards for 26 years, most recently as a Trustee for Chester County Hospital Foundation Board and Chaired the Finance & Investment Committee through December 2023. In addition, she supports her industry as a member of the National Association of Insurance and Financial Advisors (NAIFA) and Cetera Advisor Networks’ Representative Advisory Council. The Board has determined that Ms. Brumbaugh’s extensive knowledge of business operations, development of employees, financial management, leadership, and community development qualify her to serve on the Board.


Age: 50 Director Since: 2021 Independent Board Committees • Compensation • IT/Compliance (Vice Chair)				Maureen M. Gathagan
				Biographical Information 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 franchised 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 and organizational psychology from the University of Baltimore. Ms. Gathagan is an active member of the Clearfield community by serving on the Clearfield Educational Foundation and Clearfield County Charitable Foundation boards. The Board has determined that Ms. Gathagan’s active involvement and participation in numerous local nonprofit and charitable organizations qualify her to serve on the Board.

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INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS


Age: 60 Director Since: 2009 Board Committees • 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 37 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 nonpracticing, attorney in the state of Pennsylvania. He currently serves 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 President and Chief Executive Officer and Board member of the Corporation and the Bank.

Class C Directors (to serve until 2025)


Age: 65 Director Since: 2011 Independent Board Committees • Audit • Executive • Nominating and Corporate Governance (Chair)				Robert A. Abel
				Biographical Information Mr. Abel is a Certified Public Accountant and Certified Specialist in Estate Planning, and is a Principal, shareholder, and past member of the executive committee of Brown Plus in Camp Hill, PA. This regional CPA firm 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. He received a Bachelor of Science degree from Shippensburg University. Mr. Abel 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. Mr. Abel has attended several bank director training seminars sponsored by Bank Director. The Board has determined that Mr. Abel’s vast knowledge in the accounting industry qualifies him to serve on the Board.

2024 PROXY STATEMENT

INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS


Age: 47 Director Since: 2008 Independent Board Committees • Compensation • IT/Compliance • Nominating and Corporate Governance (Vice Chair)				Matthew G. DeSoto
				Biographical Information Mr. DeSoto is the President and CEO of MITER Brands, based in Gratz, PA. MITER Brands is a leading fabricator of window and patio door products designed for residential and light commercial projects throughout the United States. Mr. DeSoto attended The Pennsylvania State University pursuing a Bachelor of Science degree in marketing. He serves on the Board of the MITER Brands Charitable Foundation, and is an active member of the Young Presidents Organization. The Board has determined that Mr. DeSoto’s knowledge of all aspects of business operations is an asset to the Corporation and well qualifies him to serve on the Board.


Age: 64 Director Since: 2023 Independent Board Committees • IT/Compliance • Nominating and Corporate Governance				Bruce A. Kiefer
				Biographical Information Mr. Kiefer has worked as a chemist in the Research & Development and Quality & Regulatory departments of The Hershey Company since 1984. During his career, he has held various scientific and management roles within the company. Along with his management responsibilities, he oversees the Laboratory Information Management System database and serves as the company’s Chemical Hygiene Officer. He is also a managing partner of Lawrence Keister & Co. Mr. Kiefer earned a Bachelor of Science degree in chemistry from Dickinson College and a Master of Science degree in food science from The Pennsylvania State University. He was a founding member of Pedal for Goodness (formerly the Tour de Chocolate Town) charitable bicycle ride to benefit Children’s Miracle Network. Mr. Kiefer has served as the treasurer of the Keystone Section of the Institute of Food Technologists for more than 25 years and is a member of the Scholarship Committee. Additionally, he has served as the treasurer of the Food Industry Group Food Science Alumni Association for more than 20 years. Bank Director recognized Mr. Kiefer for the successful completion of the required courses needed for the Bank Director Certification Program on November 23, 2023. The Board has determined that Mr. Kiefer’s business management experience and community involvement qualify him to serve on the Board.

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INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS


Age: 65 Director Since: 2003 Independent Board Committees • Compensation (Chair)				Theodore W. Mowery
				Biographical Information Mr. Mowery is a founding partner of Gunn Mowery, LLC, which employs over 60 people and manages insurance and employee benefit programs for over 10,000 clients. He is also a founding partner of Mowery Insurance, Inc. Mr. Mowery is a licensed agent in life, health, property, and casualty insurance and holds Securities Series 6 and 63 licenses. He is also a member of the National Association of Insurance and Financial Advisors and the Estate Planning Council of Central Pennsylvania. Mr. Mowery received a Bachelor of Arts degree from Gettysburg College. He has served on numerous civic and community boards in the greater Harrisburg area. 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.


Age: 62 Director Since: 2006 Independent Board Committees • Audit • Real Estate (Chair)				William A. Specht, III
				Biographical Information Mr. Specht is President and CEO of Seal Glove Manufacturing, Inc. and Ark Safety, and serves on the Board of Directors. In 2012, he was appointed Vice Chair of the Board of the Corporation and the Bank and served in this role until July 2021. Mr. Specht served on the Dauphin County Planning Commission for nine years, serving as Chair for two years and Vice Chair for two years. Mr. Specht also served on the Board of MANTEC, a nonprofit organization and was a member of the Consumer Advisory Board of Capital Blue Cross. 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 that Mr. Specht’s business knowledge and management experience add value to the Corporation and qualify him well to serve on the Board.

2024 PROXY STATEMENT

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 Lead Independent Director, received an annual Board fee of $55,000 for the year 2023. Mr. Noone received $87,500 for serving as Lead Independent Director and Committee Chair. Committee Chairs received an additional $7,500 in annual compensation. Committee Vice Chairs received an additional $2,500 in annual compensation. Effective May 19, 2023, Messrs. Evans and Frank were appointed directors of Mid Penn Bancorp, Inc., having previously served as directors of Mid Penn Bank, and in that capacity received Board fees in the amount of $14,583 and $15,417, respectively. Board members who also serve on the Bank’s Regional Business Development Advisory Boards receive an additional fee for each meeting attended. In 2023, Ms. Brumbaugh attended four meetings of the Mid Penn Bank Southeast Region Business Development Advisory Board, receiving total fees of $3,250 for such additional service. Additionally, in 2023, Mr. Evans attended three meetings of the Mid Penn Bank Northern Region Business Development Advisory Board, receiving total fees of $3,000 for such additional service. Mr. Frank, in 2023, attended three meetings of the Mid Penn Bank Southeast Region Business Development Advisory Board, receiving total fees of $2,250. No other directors received such additional meeting fees. Mr. Ritrievi does not receive a fee for serving on the Board.

On June 1, 2023, each non-employee Director who was serving on the Board at that time, with the exception of Mr. Evans, Mr. Frank, and Mr. Gumina who were appointed to the Board on May 19, 2023, was awarded a restricted stock grant of $40,005, equating to 1,760 shares of the Corporation’s common stock, with a fair market value of $22.73 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 2023, 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 2023, current members of the Corporation’s Board participated in this plan as follows: Mr. Abel deferred $50,500; Mr. Grubic deferred $44,000; Mr. Kiefer deferred $41,250; Mr. Mowery deferred $62,500; and Mr. Noone deferred $87,500.

In September 2023, the Board determined to terminate the Mid Penn Bank Director Retirement Plan, which provided Bank directors with at least five years of service with a modest retirement benefit. In connection with the termination of the plan, all directors with less than five years’ service were deemed vested at the minimum amount of five years’ service and future benefit accruals were frozen. Under applicable tax regulations, all amounts attributed to plan participants will be distributed in a lump sum payment on or about October 1, 2024.

As detailed in the “Director Compensation Table,” in 2023, the current non-employee members of the Corporation’s Board were paid $1,377,191, in the aggregate, for their service as directors, which includes (i) all Board fees and fees paid to Ms. Brumbaugh and Messrs. Evans and Frank 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.

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INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS

The following table summarizes the total compensation that non-employee directors earned for service as directors of the Corporation for the year ended December 31, 2023.

Director Compensation Table



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

Robert A. Abel		62,500			40,005		4,829		107,334

Kimberly J. Brumbaugh		60,750	⁽³⁾		40,005		4,270		105,025

Matthew G. DeSoto		57,500			40,005		3,902		101,407

Albert J. Evans		52,791	⁽⁴⁾		-		-		52,791

Joel L. Frank		54,125	⁽⁵⁾		-		4,668		58,793

Maureen M. Gathagan		56,042			40,005		-		96,047

Howard R. Greenawalt		18,333			-		-		18,333

Robert C. Grubic		55,000			40,005		5,103		100,108

Frank J. Gumina, Jr.		32,083			-		-		32,083

Brian A. Hudson, Sr.		57,500			40,005		10,078		107,583

Gregory M. Kerwin		18,333			-		5,103		23,436

Bruce A. Kiefer		45,833			40,005		-		85,838

Theodore W. Mowery		62,500			40,005		-		102,505

John E. Noone		87,500			40,005		4,792		132,297

Noble C. Quandel, Jr.		20,833			-		5,103		25,936

David E. Sparks		55,000			40,005		25,515		120,520

William A. Specht, III		62,500			40,005		4,650		107,155

⁽¹⁾	Amounts reflect the 1,760 shares of restricted stock granted on June 1, 2023 based on the fair value of the common stock on the grant date ($22.73 per share).

⁽²⁾	Amounts reflect the present value of the amount accrued to the directors in 2023 for the Mid Penn Bank Director Retirement Plan.

⁽³⁾	Includes $3,250 in fees paid to Ms. Brumbaugh for attending the Bank’s Southeast Region Business Development Advisory Board meeting.

⁽⁴⁾	Includes $14,583 in Mid Penn Bank Board fees and $3,000 in fees paid to Mr. Evans for attending the Bank’s Northern Region Business Development Advisory Board meetings.

SEC Form DEF 14A filed by Mid Penn Bancorp