Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective May 19, 2023, Albert J. Evans and Joel L. Frank have been appointed to
serve as directors of Mid Penn Bancorp, Inc. ("Mid Penn"). Messrs. Evans and
Frank previously served as directors of Mid Penn Bank, the wholly-owned bank
subsidiary of Mid Penn, since November 30, 2021 and August 1, 2018,
respectively, having been appointed to such position in connection with the
acquisitions of Riverview Financial Corporation by Mid Penn in November 2021 and
First Priority Financial Corporation in August 2018, respectively. Each is
independent as determined in accordance with The Nasdaq Stock Market LLC's
corporate governance listing standards.
Set forth below are the names, ages and certain other biographical information
with regard to the new directors, as well as the class to which each has been
appointed.
Albert J. Evans, 56, President, Fanelli, Evans & Patel, P.C.
(Class A - Term Expiring 2026)
Mr. Evans is a trial attorney with the law firm of Fanelli, Evans & Patel, P.C.
of Pottsville, Pennsylvania, for more than 29 years, and is the President of the
law firm. He is licensed to practice law in the states of Pennsylvania and New
Jersey. He is a Board Member of the Pennsylvania Trial Lawyers Association, a
Diplomat of the American Association for Justice, and a Delegate for the
Pennsylvania Bar Association in 2007-2008. He also serves on the Lawyers
Advisory Committee for the United States District Court for the Middle District
of Pennsylvania and is President of the Schuylkill County Bar Association. Mr.
Evans has been involved in numerous complex litigations and is a member of the
Million Dollar Advocates forum. He was selected as a Super Lawyer in 2019 and
2020. Mr. Evans is also a Eucharistic Minister. Mr. Evans's qualifications to
serve on the Mid Penn Board of Directors include his prior service on the boards
of Riverview and the Union Bank and Trust Company and extensive legal
experience, including having served as counsel to a financial institution and
experience with acquisitions and corporate legal matters.
Mr. Evans has been appointed to serve on the following committee(s):
Compensation Committee and Information Technology/Compliance Committee.
Joel L. Frank, 61, Managing Partner, Lamb McErlane PC
(Class A - Term Expiring 2026)
Mr. Frank is Chairman, Managing Partner and Executive Committee Chairman of Lamb
McErlane PC, in West Chester, PA, concentrating his practice in commercial and
civil litigation in state and federal courts and election law, as well as
attorney discipline, judicial discipline and ethical matters. He is rated "AV
Preeminent" by Martindale-Hubbell and has been named a Pennsylvania Super Lawyer
for general litigation every year starting in 2005, which is an annual
recognition obtained by only 5% of Pennsylvania's attorneys. Mr. Frank provides
general counseling to a number of business and individual clients and often
serves as an arbitrator and mediator. Prior to joining Lamb McErlane, he was a
partner at a large Center City Philadelphia law firm. Mr. Frank serves as Chair
of the National Board of Directors for Alex's Lemonade Stand Foundation and is
on the Board of Directors of the Zoological Society of Philadelphia
(Philadelphia Zoo). He is a Commissioner on the Pennsylvania State Athletic
Commission. He for years has served as the Solicitor for the Chester County
Police Chiefs Association. The Mid Penn Board of Directors has determined that
Mr. Frank's legal expertise and extensive community involvement qualify him to
serve on the Board.
Mr. Frank has been appointed to serve on the following committee(s): Executive
Committee and Information Technology/Compliance Committee.
In accordance with Mid Penn's outside director fee schedule for 2023, Messrs.
Evans and Frank will each be entitled to receive an annual retainer for their
service as a director. Additionally, and subject to applicable eligibility
requirements, each individual is eligible to participate in Mid Penn's 2023
Stock Incentive Plan and Director Deferred Fee Plan, the terms of which are
described under the heading "Compensation of the Board" and "Proposal 3 -
Approval of the Mid Penn Bancorp, Inc. 2023 Stock Incentive Plan" beginning on
pages 7 and 49, respectively, of Mid Penn's Definitive Proxy
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Statement on Schedule 14A filed with the SEC on March 23, 2023. That summary is
incorporated herein by reference. Directors may also participate in Mid Penn's
Director Stock Purchase Plan, the terms of which are described in Mid Penn's
Current Report on Form 8-K, filed with the SEC on May 31, 2017, and incorporated
herein by reference.
Copies of the press releases announcing the appointment of Messrs. Evans and
Frank are attached hereto as Exhibit 99.1 and Exhibit 99.2 and incorporated
herein by reference.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
99.1 Evans Press Release issued May 25, 2023.
99.2 Frank Press Release issued May 25, 2023.
104 Cover Page Interactive Date File (embedded within the XBRL document)
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