FALSE000087963500008796352025-01-222025-01-22

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):  January 22, 2025
MID PENN BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania1-1367725-1666413
(State or Other Jurisdiction of
Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer
Identification Number)
2407 Park Drive
Harrisburg, Pennsylvania
1.866.642.7736
17110
(Address of Principal Executive Offices)
(Registrant’s telephone number, including area code)
(Zip Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, $1.00 par value per shareMPB
The NASDAQ Stock Market LLC
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) )
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4( c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


MID PENN BANCORP, INC.

FORM 8-K

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 22, 2025, the Board of Directors of Mid Penn Bancorp, Inc. (the “Company”) approved the Mid Penn Bancorp, Inc. Executive Annual Incentive Plan (the “Plan”), effective for the 2025 fiscal year. The Plan is intended to optimize the profitability and growth of the Company through incentives consistent with the Company’s goals in order to link and align the personal financial interests of the participants with the overall financial performance of the Company, and to provide flexibility to the Company in its ability to motivate, attract and retain the services of individuals who make contributions to the Company’s overall success. Each of the Company’s named executive officers is eligible to participate in the Plan.
The Plan authorizes the payment of annual cash and/or equity bonus awards, designated as a percentage of base salary, subject to performance objectives that must be satisfied during each plan year (which is the calendar year) for the participant to earn the annual bonus award. The specific performance objectives will be determined annually by the Compensation Committee of the Board (the “Committee”) and communicated to the participant, but generally may include objective targets on financial performance and profitability growth, such as net income, efficiency ratio and tangible book value growth, and subjective performance objectives, such as particular qualitative factors for the participant based on his or her duties to the Company. Each performance objective may be weighted based on priority as a contribution to the total award payable to the participant. In addition, payment of the annual bonus award is also contingent on the Company’s and/or the participant’s overall performance level being satisfactory, as determined in the sole discretion of the Committee.
In addition to the performance-based bonus awards described above, the Plan also authorizes the Committee to grant a discretionary cash and/or equity bonus award, in its sole discretion, the maximum of which will be designated as a percentage of base salary and communicated to the participant together with their annual performance objectives.
Award determinations will be made by the Committee as soon as practicable following the end of the plan year and paid to each participant no later than March 15th. Equity bonus awards will be paid in the form of restricted stock, subject to a three-year vesting period, and will be issued under the Company’s 2023 Stock Incentive Plan.
All awards under the Plan are subject to such recovery or clawback as may be required under the Company’s clawback policy or any applicable law, rule or regulation, as may be in effect from time to time.
The preceding summary of the Incentive Plan is qualified in its entirety by reference to the full text of such plan, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description


104 Cover Page Interactive Date File (embedded within the XBRL document)


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MID PENN BANCORP, INC.
Date: January 24, 2025By:/s/ Rory G. Ritrievi
Rory G. Ritrievi
President and Chief Executive Officer


MID PENN BANCORP, INC.

EXECUTIVE ANNUAL INCENTIVE PLAN


1.Establishment, Purpose and Duration
1.1Establishment. This Executive Annual Incentive Plan (the “Plan”) is adopted by Mid Penn Bancorp, Inc. (the “Company” and, together with its wholly-owned subsidiaries, “Mid Penn”), effective as of January 1, 2025 (the “Effective Date”).
1.2Purpose. The purpose of the Plan is to optimize the profitability and growth of Mid Penn through incentives consistent with Mid Penn’s goals in order to link and align the personal financial interests of the Participants with the overall financial performance of Mid Penn, and to provide flexibility to Mid Penn in its ability to motivate, attract and retain the services of Participants who make significant contributions to its success.
1.3Duration. This Plan shall commence on the Effective Date, and shall remain in effect until terminated, modified, or amended in accordance with Section 5.1.
2.Definitions

Whenever used in this Plan, the following words and phrases shall have the meanings specified:
2.1“Base Salary” means the Participant’s annualized rate of base salary paid during each calendar year, excluding bonuses and other forms of variable income, fringe benefits, reimbursements, etc.
2.2“Bonus Award” means a Cash Bonus Award and/or Equity Bonus Award granted under this Plan.
2.3“Cause” means a termination of employment for “Cause” as such term is defined in the affected Participant’s employment agreement with Mid Penn or, if none, any of the following (a) willful act of material dishonesty with respect to any material matter involving the Mid Penn; (b) theft or material misuse of Mid Penn property; (c) willful violation of any material law or regulation applicable to Mid Penn; (d) willful violation of Mid Penn’s material written policies or procedures; or (e) conviction of, or plea of guilty or nolo contendere to, a felony, any criminal charge involving moral turpitude, or illegal substance abuse.
2.4“Cash Bonus Award” means an annual bonus award to be paid in a cash lump sum pursuant to Section 3.3 of this Plan.
2.5“Committee” means the Committee, as defined in the Equity Plan.


2.6“Eligible Employee” means employees of Mid Penn who are selected by the Committee, in its sole discretion, to participate in this Plan. Being selected to participate in this Plan for one Plan Year does not guarantee selection for participation in the Plan for any other Plan Year.
2.7“Equity Bonus Award” means an annual bonus award paid in the form of restricted stock pursuant to Section 3.2 of this Plan. All restricted stock issued as an Equity Bonus Award shall be: (a) evidenced by a Grant Instrument (as defined in the Equity Plan); (b) subject to a three-year time vesting requirement; and (c) subject to the other terms and conditions (including any vesting conditions) of the Equity Plan and any underlying Grant Instrument.
2.8“Equity Plan” means the Mid Penn Bancorp, Inc. 2023 Stock Incentive Plan, as the same may be amended or replaced from time to time.
2.9“Participant” means an Eligible Employee who has been notified by the Committee that he or she has been selected to participate in the Plan for the current Plan Year.
2.10“Payment Date” means the date or dates on which Participants receive their Bonus Award(s) pursuant to Section 4.1.
2.11“Plan Year” means the Company’s fiscal year, which is the calendar year.
3.Annual Bonus Awards
3.1No later than ninety (90) days after the commencement of each Plan Year, the Committee shall set performance objectives for each Participant in writing in an incentive work sheet (the “Work Sheet”), which shall be provided to each Participant and included as an exhibit to the Plan.
3.2If the performance objectives for the Participant are achieved, the Participant shall receive an Equity Bonus Award and Cash Bonus Award under the Plan equal to a designated percentage of the Participant’s Base Salary, as determined by the Committee in its sole discretion and set forth in the Participant’s Work Sheet. The grant date fair value of the Equity Bonus Awards, as determined in accordance with generally accepted accounting principles in the United States and computed on the date of grant, shall equal such designated percentage of the Equity Bonus Award earned by the Participant.
a.Payment of Bonus Awards in any Plan Year is contingent upon the attainment of the performance objective(s) outlined in the applicable Work Sheet being achieved by Mid Penn and/or the Participant, as applicable. The specific performance objectives are determined annually by the Committee and are subject to change by the Committee, but generally may include objective performance targets focused on financial performance and profitability growth, including, but not limited to, net income, efficiency ratio and/or tangible book value growth, and subjective,


discretionary performance targets, such as particular qualitative factors for each Participant, based on his or her duties to Mid Penn.
b.Each performance objective may be weighted based on priority as a contribution to the total Equity Bonus Award and/or Cash Bonus Award payable to the Participant. The weight of each performance objective attributable to a Participant shall be determined by the Committee and set forth in his or her Work Sheet.
c.In addition to the achievement of the performance objectives set forth in the Work Sheet, payment of the Bonus Award is also contingent on Mid Penn’s and/or the Participant’s overall performance level being satisfactory, as determined by the Committee. The Committee shall have the final authority to determine whether Mid Penn and/or any Participant has satisfied these requirements.
d.If an Eligible Employee becomes a Participant at any time after the beginning of a Plan Year, the Bonus Award payable to that Participant shall be pro-rated, in which case the percentage of Base Salary that constitutes the Bonus Award for that Plan Year shall be multiplied by a fraction, where the numerator is the number of days that the individual was a Participant during the Plan and the denominator is 365.
3.3In addition to the performance-based Bonus Award described in Section 3.2, the Committee may, in its sole and absolute discretion, grant to a Participant a discretionary Equity Bonus Award and/or Cash Bonus Award. The maximum Equity Bonus Award and/or Cash Bonus Award that a Participant may receive under this Plan for any Plan Year shall be set forth in the Participant’s Work Sheet and be equal to a designated percentage of the Participant’s Base Salary, as determined by the Committee in its sole discretion.
4.Timing of Determination and Payment
4.1Time of Determination and Payout. As soon as practicable following the end of the Plan Year, but in no event later than February 28th, the Committee shall determine whether a Bonus Award was earned and shall inform each Participant of such determination in writing. Any Cash Bonus Award earned shall then be paid to the Participant in a cash lump sum, through the Company’s regular payroll practices, including all applicable withholdings, no later than March 15th. Any Equity Bonus Awards earned under the Plan shall be granted at the same time the Cash Bonus Award is paid or, if none, issued as soon as practicable following the Committee’s determination that such Equity Bonus Award was earned. Bonus Awards under the Plan are intended to be exempt from Section 409A of the Internal Revenue Code under the “short term deferral rule” set forth in Treasury Regulations Section 1.409A-1(b)(4).
4.2Termination of Employment. Unless otherwise determined by the Committee, a Participant who is not employed by Mid Penn as of the Payment Date due to his or her earlier voluntary resignation or termination by Mid Penn for Cause shall forfeit the Bonus Award.


5.Amendments, Termination and Clawback
5.1Right to Amend or Terminate the Plan. The Committee may amend or terminate this Plan at any time without the consent of any Participants; provided, however, that except as otherwise provided in the Plan and/or a Work Sheet, the Committee may not reduce the amount of the Bonus Award already earned by any Participant in any Plan Year without the Participant’s consent. Notwithstanding the foregoing, the Committee has the authority to adjust the Bonus Award (both positively or negatively) in the event of extraordinary, non-recurring or unusual circumstances or events, as determined in the sole discretion of the Committee.
5.2Clawback. Notwithstanding any provision of the Plan or Work Sheet to the contrary, any Bonus Award received under the Plan shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any applicable Mid Penn clawback policy or any applicable law, rule or regulation, as may in effect from time to time.
6.Miscellaneous
6.1Binding Effect. This Plan shall be binding on the Participants, Mid Penn and their beneficiaries, survivors, executors, successors, administrators and transferees.
6.2No Guarantee of Employment. This Plan is not an employment policy or contract. It does not give any Participant the right to remain an employee of Mid Penn, nor does it interfere with Mid Penn’s right to discharge the Participant. It also does not interfere with the Participant’s right to terminate employment at any time.
6.3Heading and Subheadings. Headings and subheadings contained in the Plan are intended solely for convenience and no provision of the Plan is to be construed by reference to the heading or subheading of any section or paragraph.
6.4Non-Transferability. Bonus Awards under this Plan cannot be sold, transferred, assigned, pledged, attached, or encumbered in any manner.
6.5Applicable Law. The Plan and all rights hereunder shall be governed by the laws of the Commonwealth of Pennsylvania, except to the extent preempted by the laws of the United States of America.
6.6 Entire Agreement. This Plan and the Equity Plan, as applicable, constitutes the entire agreement between Mid Penn and each Participant as to the subject matter hereof. No rights are granted to the Participant by virtue of this Plan other than those specifically set forth herein.
6.7Tax Withholding. Mid Penn shall withhold from the payment under the Plan all federal, state and local income or other taxes required to be withheld therefrom and any other required payroll deductions, and as a condition precedent to payment under the Plan, all


recipients shall make arrangements satisfactory to the Company for the payment of any personal income or other taxes.
6.8Severability. The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision of the Plan. If any provision of the Plan is held by a court of competent jurisdiction to be illegal, invalid, void or unenforceable, such provision shall be deemed modified, amended and narrowed to the extent necessary to render such provision legal, valid and enforceable, and the other remaining provisions of the Plan shall not be affected but shall remain in full force and effect.
6.9Administration. The Committee shall have all powers which are necessary to administer this Plan, including but not limited to: interpreting the provisions of the Plan, including resolving and clarifying inconsistencies, ambiguities or omissions in the Plan and related documents; determining the persons eligible to participate in the Plan; maintaining a record of benefit payments; establishing rules and prescribing any forms necessary or desirable to administer the Plan; and allocating all or a portion of its responsibilities (at its sole discretion) to any one or more of its members.

IN WITNESS WHEREOF, the Company has executed this Plan on the date set forth below.

MID PENN BANCORP, INC.

January 22, 2025 By:/s/ Rory G. Ritrievi
Date Rory G. Ritrievi, President & CEO



v3.24.4
Cover
Jan. 22, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jan. 22, 2025
Entity Registrant Name MID PENN BANCORP, INC.
Entity Incorporation, State or Country Code PA
Entity File Number 1-13677
Entity Tax Identification Number 25-1666413
Entity Address, Postal Zip Code 17110
Local Phone Number 642.7736
City Area Code 866
Entity Address, State or Province PA
Entity Address, City or Town Harrisburg
Entity Address, Address Line One 2407 Park Drive
Title of 12(b) Security Common Stock, $1.00 par value per share
Trading Symbol MPB
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0000879635
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