Business Context and Reporting Period
Company: Mid Penn Bancorp, Inc. (MPB)
Filing Type: Form 8-K (Current Report)
Date of Report: October 24, 2025
Event: Execution of new executive compensation agreements with President and CEO Rory G. Ritrievi.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation arrangements.
Material Changes and Executive Compensation Details
On October 24, 2025, the Corporation and its subsidiary, Mid Penn Bank, entered into two new agreements with CEO Rory G. Ritrievi:
- Split Dollar Agreement: Provides a death benefit to Mr. Ritrievi's beneficiaries if he dies while employed. The payout is the lesser of the "SERP differential" or "net death proceeds" (total proceeds minus the greater of cash surrender value or aggregate premiums paid, plus vested SERP benefits). The agreement terminates upon separation from service.
- 2025 Supplemental Executive Retirement Plan (SERP): Supplements the existing 2022 SERP. Key terms include:
- Benefit Amount: Annual benefit of $404,480 upon reaching normal retirement age (73).
- Payout Structure: Fixed monthly cash benefit over 15 years.
- Vesting: Ratably over 10 years after age 73. Fully vested upon termination following a change in control or disability. Accelerated by 3 years for termination without cause or for good reason.
- Increases: 2.0% annual increase after full vesting.
- Parachute Provisions: Includes a "cutback" provision to avoid excise taxes under IRC Section 4999; no gross-up payments are provided.
- Covenants: Includes non-competition and non-solicitation clauses; violation results in forfeiture of unpaid benefits.
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 forfeiture of SERP benefits in the event of a violation of non-competition or non-solicitation covenants.
Key Facts for Investor Verification
- Verify the total annual cost of the new SERP ($404,480) relative to the CEO's current total compensation package.
- Review the full text of Exhibit 10.1 (Split Dollar Agreement) to understand the specific life insurance policy details and premium funding obligations.
- Confirm the impact of the 10-year vesting schedule on future retained earnings and pension liabilities.
- Assess the implications of the non-competition covenants on the CEO's future employment mobility and potential litigation risks.