Sector: Financials
MID PENN BANCORP INC · Meeting: May 12, 2026
Directors FOR
5
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Five Class A Directors
Brugger was appointed to the board on February 27, 2026 — less than 24 months ago — so he is fully exempt from the stock performance trigger under policy; he brings over 30 years of banking and accounting experience and qualifies as an Audit Committee financial expert.
Evans joined the board in 2023 (approximately 2-3 years of tenure), the 3-year TSR gap vs. the company-disclosed peer group median is only -20.5 percentage points — well below the 50-percentage-point threshold required to trigger a vote against for a company with strong positive absolute TSR above 20%; no other disqualifying flags apply.
Frank joined the board in 2023 and the 3-year TSR gap vs. the company-disclosed peer group median is -20.5 percentage points, far below the 50-percentage-point trigger threshold; he holds no excessive outside board seats and attended all required meetings.
Hudson has served since 2021 (approximately 5 years); the 3-year TSR underperformance vs. the company-disclosed peer median is -20.5 percentage points, well below the 50-percentage-point threshold required to trigger a vote against; he is a CPA serving as Audit Committee Vice Chair with strong relevant financial expertise.
Noone has served since 2012 and the 3-year TSR gap vs. the company-disclosed peer group median is -20.5 percentage points, far below the 50-percentage-point trigger threshold for a company with strong positive absolute TSR; his lease relationship with the bank was reviewed and the board concluded it does not impair independence, and he otherwise meets all policy criteria.
All five Class A director nominees pass the policy screens. MPB's 3-year price return of +32.5% is strongly positive (above +20%), placing it in the highest absolute-TSR tier, which requires a 50-percentage-point gap below the company-disclosed peer median to trigger a vote against; the actual gap is only -20.5 percentage points, so the TSR trigger does not fire for any director. Thomas Brugger is additionally exempt as a director appointed fewer than 24 months ago. No overboarding, attendance failures, independence concerns, or familial relationship issues were identified for any nominee.
CEO
Rory G. Rittrevi
Total Comp
$2,209,726
Prior Support
95%+%
The CEO's total compensation of $2,209,726 is reasonable for a community bank CEO at a $793 million market cap company in the Mid-Atlantic region, and the prior year Say on Pay vote exceeded 95% — well above the 70% threshold that would require a response. The pay mix includes meaningful variable and performance-based components (short-term cash incentives, equity bonus awards tied to measurable financial metrics including earnings per share, operating efficiency ratio, and tangible book value growth), with the incentive plan paying out at maximum because the company actually achieved above-target results on two of three financial metrics. Base salary represents approximately 35% of total compensation for the CEO, keeping fixed pay below the 40% ceiling, and all awards are subject to a documented clawback policy.
Auditor
Deloitte & Touche LLP
Tenure
0 yrs
Audit Fees
$719,250
Non-Audit Fees
$116,550
Deloitte & Touche LLP is a newly engaged Big 4 firm with zero prior tenure at MPB, having replaced RSM US LLP after a competitive selection process completed in December 2025; audit-related fees of $116,550 represent approximately 16% of audit fees of $719,250, well below the 50% threshold that would raise independence concerns, and no material restatements or other disqualifying factors are present.
The 2026 Mid Penn Bancorp annual meeting presents three standard proposals — director elections, auditor ratification, and Say on Pay — all of which pass the applicable policy screens and receive a FOR vote determination. The company's stock performance, compensation structure, newly appointed Big 4 auditor, and strong prior shareholder support on pay all support favorable votes across the entire ballot.
20 companies disclosed in 2026 proxy filing
