Business Context and Reporting Period
Company: Mid Penn Bancorp, Inc. (MPB)
Filing Type: Form 8-K (Current Report)
Date of Report: August 22, 2025
Subject: Amendments to executive compensation agreements, specifically supplemental executive retirement plans and change in control agreements.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on executive compensation adjustments.
Material Changes
The filing details the following material changes to executive compensation effective August 22, 2025:
- Supplemental Executive Retirement Plan (SERP) Amendments: Agreements with Justin Webb, Scott Micklewright, and Jordan Space were amended to increase the normal retirement benefit.
- New Benefit Amount: The annual benefit for Messrs. Webb, Micklewright, and Space is set at $125,000.
- Benefit Escalation: For Messrs. Webb and Micklewright, once fully vested, the annual benefit will increase by 2.0% each year until paid in full.
- Vesting: No changes were made to individual vesting schedules.
- Change in Control Agreement (Jordan Space):strong> The agreement was amended and restated to increase the cash benefit and extend medical benefit continuation.
- New Cash Benefit: A lump sum equal to 2.5 times Mr. Space's highest annual base salary in the 12 months preceding termination.
- Medical Continuation: Eligibility for medical, vision, and dental programs extended to 30 months following a change in control termination.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on business outlook, or discussion of general corporate risks. The primary contingency noted is the specific financial obligation triggered by a change in control or retirement for the named executives.
Investor Verification Checklist
- Verify the total annual cost impact of the $125,000 SERP increase for three executives.
- Review the specific vesting schedules for Messrs. Webb and Micklewright to determine when the 2.0% annual escalation begins.
- Confirm Mr. Space's current base salary to calculate the potential 2.5x change in control payout.
- Examine the full text of Exhibits 10.1 through 10.4 for any additional terms not summarized in the 8-K.