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, 2025

Dear Shareholders:

You are cordially invited to attend the live webcast of the 2025 Annual Meeting of Shareholders of Mid Penn Bancorp, Inc. (the “Corporation”), which will be held in a virtual meeting format on Tuesday, May 13, 2025, 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 12, 2025. 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, 2025. 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 five Class C Directors, a non-binding vote to approve our executive compensation, a non-binding vote on the frequency of future non-binding votes on 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, 2024, 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.

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Sincerely,

LOGO

Rory G. Ritrievi

Chair, President, and Chief Executive Officer

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 13, 2025

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 13, 2025, 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 12, 2025. 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 five 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 conduct a non-binding, advisory vote on the frequency of future non-binding votes on executive compensation; and

4.	to ratify the appointment of RSM US LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2025; 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, 2025. 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 3, 2025, 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 2025 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 13, 2025: The proxy statement, proxy card and 2024 annual report to shareholders are available at www.proxydocs.com/MPB.

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2407 Park Drive, Harrisburg, Pennsylvania 17110

PROXY STATEMENT

2025 ANNUAL MEETING OF SHAREHOLDERS

MAY 13, 2025

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, 2025.

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			18


BENEFICIAL OWNERSHIP OF MID PENN BANCORP, INC.’S STOCK HELD BY PRINCIPAL SHAREHOLDERS AND MANAGEMENT			19


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: NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION			38


PROPOSAL NO. 4: RATIFICATION OF THE APPOINTMENT OF RSM US LLP AS THE CORPORATION’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025			39


AUDIT COMMITTEE REPORT			40


ADDITIONAL INFORMATION			42


PAY VERSUS PERFORMANCE			42


FREQUENTLY ASKED QUESTIONS REGARDING THE ANNUAL MEETING			48


		2025 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.

2025 Annual Meeting Information

Date & Time

Location

Record Date

Tuesday, May 13, 2025

10 a.m. EDT

www.proxydocs.com/MPB

March 3, 2025

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 12, 2025, attend the virtual meeting on May 13, 2025, 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.

2025 PROXY STATEMENT

PROXY STATEMENT SUMMARY

Proposals to be Presented at the 2025 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 2025 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 five (5) 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
• Bruce A. Kiefer

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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.

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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.

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PROXY STATEMENT SUMMARY

PROPOSAL NO. 3:

NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION – PAGE 38

The third item of business to be acted upon by the shareholders is a vote on the frequency of future advisory votes on the compensation paid to the Corporation’s named executive officers, commonly referred to as “say-on-frequency”. Shareholders may vote that say-on-pay occur each year, every two years or every three years, or may abstain from voting. 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 how frequently we should provide future say-on-pay votes.

LOGO

The Board unanimously recommends that future advisory votes on the compensation paid to the Corporation’s named executive officers, commonly referred to as “say-on-pay,” occur EACH YEAR.

PROPOSAL NO. 4:

RATIFICATION OF THE APPOINTMENT OF RSM US LLP AS THE CORPORATION’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025 – PAGE 39

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 2025. 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, 2025. 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.

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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 2025.

2025 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.

2024 Highlights

Key Financial Accomplishments

Return on average

assets was 0.91%

for 2024.

Organic deposit growth for 2024

was $343 million, or an

annual increase of 7.91%.

Organic loan growth for 2024

was $189 million, or an

annual increase of 4.5%.

Capital Raise of $76.5 million net proceeds after underwriting charges.

Cash dividends paid

during 2024 of $0.80 per common share.

Tangible book value grew 9.0% in 2024.

Community Support

In 2024, Mid Penn Bancorp, Inc. and its subsidiaries raised and contributed $2.24 million to local community

and nonprofit organizations.



710 Community Organizations Supported	$868,000 Donated to Educational Improvement Organizations	$555,000 to Neighborhood Assistance Programs


13,782 Hours Volunteered by Employees Throughout Our Footprint	$340,000 Donated to Prostate Cancer Research Through NoShaveNovember 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 the Corporation’s 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, and the Board, through its Nominating and Corporate Governance Committee, oversees the Corporation’s various ESG initiatives.

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		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 back office and financial center functions. In 2024, we 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 2024, we continued to employ Human Capital Management practices to enable leaders to better hire talent and manage teams, including goal setting, performance evaluations, succession planning, and education 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.

•

Mentoring, job shadowing, and emerging leaders programs.

•

Performance coaching.

•

Student internship program.

2025 PROXY STATEMENT

PROXY STATEMENT SUMMARY

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.

Mid Penn has non-discrimination and anti-harassment policies as outlined in our employee handbook and a formal Code of Ethics. Our commitment to diversity and inclusion starts with hiring, retaining, and developing a workforce that is diverse in background, knowledge, skill, and experience. As of December 31, 2024, women represented approximately 65% and self-identified racial and ethnic minorities represented approximately 12% of the Corporation’s workforce. Our employee resource groups, comprised of the Women’s Leadership Network, Culture Committee, and DEI Committee, hold regular meetings, volunteer in the community, and host 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 2024, 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 MPB Classroom and My Savings Account 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.

•

Raised $540,000 for breast cancer and prostate cancer research through our Mid Penn Celebrity Golf Classic and NoShaveNovember campaigns.

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.

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 11 (out of 12) 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 2024, 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

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PROXY STATEMENT SUMMARY

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 2024 ESG progress, we strive to maintain and enhance our ESG standards and efforts in 2025. For more information regarding ESG, please visit the Investors link on the Corporation’s website at www.midpennbank.com.

2025 PROXY STATEMENT

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PROXY STATEMENT SUMMARY

Snapshot of Board of Directors



Name	Age	Director Since	Principal Occupation	Independent

Class C Director Nominees up for Election in Proposal 1

Robert A. Abel	66	2011	Principal, Brown Plus		Yes

Matthew G. DeSoto	48	2008	President and Chief Executive Officer, MITER Brands		Yes

Bruce A. Kiefer	65	2023	Former Manager/Chemist, The Hershey Company		Yes

Theodore W. Mowery	66	2003	Founding Partner, Gunn Mowery, LLC		Yes

William A. Specht, III	63	2006	President and Chief Executive Officer, Seal Glove Manufacturing, Inc. and Ark Safety		Yes

Continuing Directors

Kimberly J. Brumbaugh	56	2019	Founder and Managing Partner, Brumbaugh Wealth Management, LLC		Yes

Albert J. Evans	58	2023	President, Fanelli, Evans & Patel, P.C.		Yes

Joel L. Frank	63	2023	Chairman and Managing Partner, Lamb McErlane PC		Yes

Maureen M. Gathagan	51	2021	Partner, Bittersweet Management, LLC and Member, Gathagan Investment Company, LP		Yes

Brian A. Hudson, Sr.	70	2021	Former Executive Director and Chief Executive Officer, Pennsylvania Housing Finance Agency		Yes

John E. Noone	65	2012	President, Shamrock Investments, LLC		Yes

Rory G. Ritrievi	61	2009	Chair, President and Chief Executive Officer, Mid Penn Bancorp, Inc.		No

viii

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PROXY STATEMENT SUMMARY


Board Expertise	Board Diversity
	Director Age Director Tenure	Director Diversity

2025 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			12
Insider Trading Policy			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			17

RELATED PERSON TRANSACTIONS			18

BENEFICIAL OWNERSHIP OF MID PENN BANCORP, INC.’S STOCK HELD BY PRINCIPAL SHAREHOLDERS AND MANAGEMENT			19
Principal Shareholders			19
Share Ownership by the Directors, Officers and Nominees			20

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 four directors; Class B consists of three directors; and Class C consists of five directors.

The Board nominated the five persons named below to serve as directors until the 2028 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 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 five 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
• Bruce A. Kiefer

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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.

2025 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 five nominees to the Board and the seven continuing directors appears below. The ages of our directors are as of May 13, 2025, 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)

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Age: 58

Director Since: 2023

Independent

Board Committees

• Compensation

• Real Estate

Albert J. Evans

Biographical Information

Mr. Evans is the President of the law firm of Fanelli, Evans & Patel, P.C. of Pottsville, Pennsylvania, and is licensed to practice law in Pennsylvania and New Jersey. He is a board member of the Pennsylvania Trial Lawyers Association, was previously appointed as a delegate for the Pennsylvania Bar Association and is the 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 represented individuals and corporations in complex litigation cases and is a member of the Million Dollar Advocates Forum. He was also selected as a Pennsylvania Super Lawyer from 2019 to 2024. 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 nonprofits including Schuylkill YMCA, Schuylkill Haven Island Committee, and The Walk-In-Art Center. 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: 63 Director Since: 2023 Independent Board Committees • Executive • Nominating and Corporate Governance • Risk (Chair)				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: 70 Director Since: 2021 Independent Board Committees • Audit (Vice Chair) • Nominating and Corporate Governance • Risk				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: 65 Director Since: 2012 Independent Board Committees • Audit (Chair) • Compensation • 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.

2025 PROXY STATEMENT

INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS

Class B Directors (to serve until 2027)


Age: 56 Director Since: 2019 Independent Board Committees • Compensation (Chair) • Executive • Risk				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. She holds her Series 7,63,and 65 licenses and certifications in financial services. Ms. Brumbaugh’s firm manages over $650 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 2024. 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 27 years, most recently as a former Trustee for Chester County Hospital Foundation Board and chaired their 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 serves as a committee person for 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: 51 Director Since: 2021 Independent Board Committees • Compensation • Risk (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 and serves 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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Age: 61 Director Since: 2009 Board Committees • Executive (Chair) • Real Estate • Risk				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 38 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 Commonwealth 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, the PA Breast Cancer Coalition, and the Peyton Walker Foundation. 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 and Class C Nominees (to serve until 2028)


Age: 66 Director Since: 2011 Independent Board Committees • Audit • Executive • Nominating and Corporate Governance (Chair)				Robert A. Abel
				Biographical Information Mr. Abel, Certified Public Accountant and Certified Specialist in Estate Planning, is a Principal 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.

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INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS


Age: 48 Director Since: 2008 Independent Board Committees • Compensation (Vice Chair) • Executive • 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: 65 Director Since: 2023 Independent Board Committees • Audit • Nominating and Corporate Governance • Risk				Bruce A. Kiefer
				Biographical Information Mr. Kiefer retired in August 2024 from his 40-year career as a chemist in the Research & Development and Quality & Regulatory departments of The Hershey Company. While at The Hershey Company, he held various scientific and managerial roles. Along with his management responsibilities, he oversaw the Laboratory Information Management System database and served 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 in November 2023. In November 2024, he received a certificate from the U.S. Department of Homeland Security for successfully completing the Nationwide Suspicious Activity Reporting Initiative course. 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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Age: 66 Director Since: 2003 Independent Board Committees • Real Estate • Risk				Theodore W. Mowery
				Biographical Information Mr. Mowery is a founding partner of Gunn Mowery, LLC, which employs over 70 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: 63 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.

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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 Lead Independent Director, received an annual Board fee of $55,000 for the year 2024. 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. Board members who also serve on the Bank’s Regional Business Development Advisory Boards receive an additional fee for each meeting attended. In 2024, 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. No other directors received such additional meeting fees. Mr. Ritrievi does not receive a fee for serving on the Board.

On April 1, 2024, each non-employee Director who was serving on the Board at that time, with the exception of Mr. Grubic, Mr. Gumina, and Mr. Sparks who retired from the Board on May 14, 2024, was awarded a restricted stock grant of $20,020, equating to 999 shares of the Corporation’s common stock, with a fair market value of $20.04 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 2024, 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 2024, current members of the Corporation’s Board participated in this plan as follows: Mr. Abel deferred $50,500; Mr. Kiefer deferred $55,000; Mr. Mowery deferred $58,750; and Mr. Noone deferred $43,750.

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 were distributed in a lump sum payment on or about October 1, 2024.

As detailed in the “Director Compensation Table,” in 2024, the non-employee members of the Corporation’s Board were paid $1,568,433, in the aggregate, for their service as directors, which includes (i) all Board fees and fees paid to Mr. Evans for attendance at Mid Penn Bank Business Development Advisory Board meetings, (ii) the value of restricted stock awards, and (iii) the lump sum payment from the termination of the Mid Penn Bank Director Retirement Plan.

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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, 2024.

Director Compensation Table



Name	Fees Earned or Paid in Cash ($)			Stock Awards ($)⁽¹⁾		All Other Compensation ($)⁽²⁾			Total ($)

Robert A. Abel		62,500			20,020		49,344			131,864

Kimberly J. Brumbaugh		60,000			20,020		16,448			96,468

Matthew G. DeSoto		58,750			20,020		61,680			140,450

Albert J. Evans		65,500	⁽³⁾		20,020		4,112			89,632

Joel L. Frank		62,500			20,020		20,560			103,080

Maureen M. Gathagan		57,500			20,020		4,112			81,632

Robert C. Grubic⁽⁴⁾		18,333			-		106,911			125,244

Frank J. Gumina, Jr.⁽⁴⁾		18,333			-		-			18,333

Brian A. Hudson, Sr.		57,500			20,020		8,224			85,744

Bruce A. Kiefer		55,000			20,020		-			75,020

Theodore W. Mowery		58,750			20,020		198,127	⁽⁵⁾		276,897

John E. Noone		87,500			20,020		45,232			152,752

David E. Sparks⁽⁴⁾		18,333			-		20,560			38,893

William A. Specht, III		62,500			20,020		69,904			152,424

⁽¹⁾	Amounts reflect the 999 shares of restricted stock granted on April 1, 2024 based on the fair value of the common stock on the grant date ($20.04 per share).

⁽²⁾	Amounts reflect the lump sum payments for the termination of the Mid Penn Bank Director Retirement Plan, which were paid on or about October 1, 2024.

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

⁽⁴⁾	Retired following the 2024 Annual Meeting of Shareholders.

⁽⁵⁾	Amount reflects the payment of $120,000 to Mr. Mowery in the form of non-employee consultant fees, as well as $78,127 paid in a lump sum in connection with the termination of the Director Retirement Plan.

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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.

As a result of this review process, in 2023 the Board recommended, and the Corporation’s shareholders approved, an amendment to the Corporation’s articles of incorporation to eliminate the supermajority shareholder vote requirement in transactions that receive the support of at least eighty percent (80%) of the members of the Board. Going forward, transactions that receive the overwhelming support of the Board will require only such vote of the shareholders, if any, as required by the Pennsylvania Business Corporation Law or Nasdaq rules. In those limited instances in which a vote is required, a majority of votes cast at the meeting will be sufficient to approve the transaction.

With respect to the composition of its Board, 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 reflect a meaningful level of diversity in four specific areas: expertise and experience; tenure and age; 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, self-assurance, sound judgment, financial literacy, a history of achievement, a collaborative approach to decision making, inquisitiveness, enthusiasm 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, the Corporation adopted a policy in 2023 that directors seeking re-election are required to beneficially own, as of the month-end prior to the date of nomination, such number of shares of common stock having an aggregate value of not less than that identified in the table below. The minimum value shall be determined by multiplying the number of shares owned times the greater of the tangible book value per share and stock price. The number of shares, stock price, and tangible book value shall be determined as of the month-end prior to the date of nomination.



Elected Term Being Sought		Minimum Value of MPB Common Stock

Second		$75,000

Third		$150,000

Fourth		$225,000

Fifth		$300,000

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

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GOVERNANCE OF THE CORPORATION

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 Corporation’s Bylaws require a director to retire at age 72 and, with certain limited exceptions for directors in office as of January 1, 2020, 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 twelve individuals. The Board has determined that all of the Corporation’s non-executive Board members are independent under Nasdaq’s corporate governance listing standards, resulting in 92% 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.

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 nonprofit organizations with whom they are associated.

Applying the foregoing, the Board has determined that all of the directors are independent, with the exception of Rory G. Ritrievi, who serves as Chair, President, and Chief Executive Officer of the Corporation.

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.

Rory G. Ritrievi, President and Chief Executive Officer, currently serves as Board Chair. 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.

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 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:

•

preside over meetings in the absence of the Chair;

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GOVERNANCE OF THE CORPORATION

•

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

•

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

•

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

•

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

•

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

•

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

John E. Noone currently serves as Lead Independent Director. Our independent directors meet in executive session at least once annually. An independent director meeting was held in October 2024.

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 three 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 Risk 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 of the Code of Ethics may be viewed on the Corporation’s website, www.midpennbank.com, under Governance Documents in the Corporate Information section under the Investors link or requested from the Corporate Secretary by telephone at (866) 642-7736.

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GOVERNANCE OF THE CORPORATION

Insider Trading Policy

The Board has adopted an Insider Trading Policy that governs the purchase, sale and other transactions in our securities by directors, officers and employees. Our Insider Trading Policy is designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq Listing Standards through several means, including the imposition of regular quarterly blackout periods and requiring that all transactions be

pre-cleared

with the Corporation’s Compliance Officer at least two (2) trading days in advance of the proposed transaction. Our Insider Trading Policy further prohibits persons covered by the policy from engaging in transactions in securities of any other public company while in possession of material nonpublic information about that company obtained during the course of his or her service to the Corporation, or communicating material nonpublic information regarding the Corporation or any other public company to any family member, friend or third party. The full text of our Insider Trading Policy was filed as Exhibit 19.1 to our 2024 Annual Report on Form

10-K.

Restrictions on Trading & 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.

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 Bylaws. 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 28, 2025, for the 2026 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 28, 2025, for the 2026 annual meeting).

In addition to satisfying the foregoing requirements under the Corporation’s Bylaws, to comply with the SEC’s new universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Corporation’s nominees must provide notice that sets forth the information required by SEC Rule

14a-19

no later than 60 days prior to the anniversary of the previous year’s annual meeting date (which would be March 14, 2026, for the 2026 annual meeting).

Annual Meeting Attendance

All directors attended the 2024 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, 2024, the Corporation’s Board of Directors held 14 meetings. In addition, the Corporation’s independent Board members held one independent Board meeting during 2024.


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GOVERNANCE OF THE CORPORATION

During 2024, the Board maintained six standing committees, four of which serve only the Corporation: Nominating and Corporate Governance, Executive, Audit, and Compensation; and two of which jointly serve the Corporation and the Bank: Real Estate, and Risk. 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

SEC Form DEF 14A filed by Mid Penn Bancorp