Proxy Statement (Form DEF 14A)

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/MPBby 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 voteto approve our executive compensation, a non-bindingvote on the frequency of future non-bindingvotes 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 retuthe 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.

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/MPBby 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:

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,

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.

2407 Park Drive, Harrisburg, Pennsylvania 17110

PROXY STATEMENT

2025 ANNUAL MEETING OF SHAREHOLDERS

MAY 13, 2025

Nasdaq Global Market Trading Symbol: MPB

TABLE OF CONTENTS

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

Please remember that you must preregister

to attend the annual meeting at the website

listed above.

How to Vote

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

PROPOSAL NO. 2:

NON-BINDING ADVISORYVOTE 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.

PROPOSAL NO. 3:

NON-BINDING ADVISORYVOTE 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-payoccur 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-payvotes.

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.

2024 Highlights

Key Financial Accomplishments

Community Support

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.

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.

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:

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-discriminationand 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:

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.

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 eaand 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

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.

Snapshot of Board of Directors

PROPOSAL NO. 1: ELECTION OF DIRECTORS

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 toassess 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. Ifthe 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.

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)

INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS

INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS

Class B Directors (to serve until 2027)

INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS

Class C Directors and Class C Nominees (to serve until 2028)

INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS

INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS

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 NortheRegion 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 Directorwho 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 vestingrestriction.

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 membersof 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.

INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS

The following table summarizes the total compensation that non-employee directorsearned for service as directors of the Corporation for the year ended December 31, 2024.

Director Compensation Table

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-electionare required to beneficially own, as of the month-endprior 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-endprior to the date of nomination. 

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

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 Boardmembers 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 transactionsbetween 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 activitiesuniquely 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:

GOVERNANCE OF THE CORPORATION

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.

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

During 2024, each of the directors attended at least 85% of the aggregate of all meetings of the Board and the committees on which he or she served. The independent directors met in executive session one time in 2024.

GOVERNANCE OF THE CORPORATION

The function of each of the Corporation's committees is described below.

GOVERNANCE OF THE CORPORATION

Board Composition Matrix

Percent of Board members who meet diversity characteristics - 25%

Average Age - 61

Average Share Ownership - 125,470

Percent of outstanding common stock beneficially owned by the Board - 7.8%

GOVERNANCE OF THE CORPORATION

Environmental and Social Commitments

As a publicly traded community financial institution, it is incumbent upon the Corporation to assure that its operations are conducted in a manner that is both consistent with environmental preservation and supportive of the entire community in which it operates.

While the Corporation does not have a formal environmental policy because the nature of its operations does not result in a direct, material impact on the environment, the Corporation strives to operate in a manner that is environmentally friendly. We are currently in the process of implementing a multi-year plan to make each of the buildings in which the Corporation and its subsidiaries operate more environmentally friendly through scheduled renovations utilizing materials intended to leave as small a carbon footprint as economically feasible. Additionally, through its credit portfolio, the Corporation has strived to focus its efforts on companies that also operate in an environmentally-favorable manner.

Additionally, the Corporation endeavors to be a socially responsible corporate citizen. As evidenced by the hundreds of thousands of dollars it contributes to charitable causes throughout its footprint, the thousands of hours of community service provided by its employees, the dedication of its entire team to two major, annual charitable fundraising programs (to combat breast and prostate cancer), and the initiatives it has developed centering on financial literacy, women in banking, and promoting diversity and inclusion, the Corporation is committed to being a socially responsible corporate citizen.

RELATED PERSON TRANSACTIONS

Related person transactions greater than $120,000 must be approved by the Board prior to any commitment by the Bank to any such transaction. Directors do not participate in the discussions and are not present for voting on their own related person transactions. All of the material terms, conditions and purpose of the transaction must be described in writing and provided to the Board, together with the written request for approval of any such transaction. The transaction is to be reviewed and approved by the appropriate senior officer before being submitted to the Board for approval. Related person transactions for ongoing or continuing services can be reviewed and pre-approved withinreasonable parameters established by the Board on an as-needed basis.If the terms, pricing or conditions change so as to go outside the specified parameters cited in the request, the transactions are required to be resubmitted for review and approval.

From time to time, the Bank has engaged in and intends to continue to engage in banking and financial transactions in the ordinary course of business with the Corporation's and the Bank's officers and directors and their immediate families and companies in which they had an ownership interest of 10% or more, in each case on comparable terms as those prevailing from time to time for other customers and vendors. Loans from the Bank to such persons are made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Bank, and do not involve more than the normal risk of collectability or present other unfavorable features. The Corporation does not extend loans to related persons.

The Bank is party to a lease agreement with an entity that is an affiliate of Mr. Noone, Lead Independent Director of the Corporation's Board, in connection with a retail branch property located in Mechanicsburg, Pennsylvania, which has a remaining initial term of 10 years. Following our 2015 acquisition of Phoenix Bancorp, Inc., the Bank assumed a lease agreement with the same entity in connection with a retail branch property located in Frackville, Pennsylvania, which has a remaining initial term of 12 years. The aggregate lease payments to such entity, of which Mr. Noone is a 98% limited partner, totaled approximately $175,000 during 2024. In determining director independence, the Board considered these lease arrangements and concluded they do not impact the independence of Mr. Noone.

Lawrence Kiefer, brother of director Bruce A. Kiefer, has been employed by the Bank since 2018. He recently retired from his position as Vice President, Transition Ambassador in our westemarket. In such role, Mr. Lawrence Kiefer earned compensation in excess of $120,000 in 2024, and received retirement, health and wellness benefits, all on comparable terms as those provided for other employees of the Bank. Pursuant to the Related Person Transactions Policy, our Audit Committee reviewed and approved the details of Mr. Kiefer's employment.

Neither the Corporation nor the Bank has entered into any other material transactions, proposed or consummated, with any other director or executive officer of the Corporation or the Bank, or any associate of the foregoing persons.

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

Principal Shareholders

The following table sets forth, to the best of the Corporation's knowledge, those persons or entities who owned of record or beneficially on March 3, 2025, more than 5% of the outstanding shares of the Corporation's common stock.

Beneficial ownership of the Corporation's common stock was determined by referring to Securities and Exchange Commission Rule 13d-3, whichprovides that a person should be credited with the ownership of any stock held, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares:

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

Share Ownership by the Directors, Officers and Nominees

The following table shows, as of March 3, 2025, the number of shares and percentage of the Corporation's common stock beneficially owned by each incumbent director, each nominee, and each Named Executive Officer, and all of the Corporation's directors, nominees, and executive officers collectively as a group based on information furnished by the persons named and the Corporation's records.

Beneficial ownership of shares of the Corporation's common stock is determined in accordance with SEC Rule 13d-3.Unless otherwise indicated in a footnote appearing below the table, all shares reported in the following table are held either by the individual alone or by the individual together with his or her spouse. The number of shares owned by the respective directors, nominees and executive officers is rounded to the nearest whole share.

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

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934 and the related rules of the SEC, we are holding an advisory vote on the compensation of our named executive officers. At our 2024 annual meeting, over 94% of the votes cast by our shareholders approved the compensation paid to our named executive officers.

As described in detail in this proxy statement, our executive compensation programs are designed to attract, motivate, reward and retain our named executive officers, who are critical to our success. We are asking our shareholders to indicate their support for our named executive officer compensation as described in this proxy statement. This proposal, commonly known as a "say-on-pay" proposal,gives our shareholders the opportunity to express their views on our named executive officer compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we ask our shareholders to vote FOR the following resolution at the Annual Meeting of Shareholders:

"RESOLVED, that the shareholders of Mid Penn Bancorp, Inc. hereby approve the compensation of the Corporation's named executive officers, as described in the Compensation Discussion and Analysis and accompanying tabular and narrative disclosure contained in the Corporation's proxy statement for the 2025 Annual Meeting of Shareholders."

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.

EXECUTIVE OFFICERS

Executive Officers of the Corporation and the Bank

The following table sets forth, as of March 3, 2025, selected information about the Corporation's and Bank's executive officers, each of whom is appointed by the Board and each of whom holds office at the Board's discretion.

COMPENSATION DISCUSSION AND ANALYSIS

2024 Key Business Accomplishments

The past year was a successful one for the Corporation, despite a difficult operating environment. As we look back on 2024, we are extremely proud of the following key accomplishments:

Key 2024 Financial Accomplishments

Compensation Program Authority and Objectives

The Board has delegated the task of administering Mid Penn's compensation program to the Compensation Committee. The Committee's primary responsibility is to assure that the compensation structure and components for executive officers of the Corporation and its subsidiaries are designed to (i) align with the interests of our shareholders and the strategic goals of the Corporation and its subsidiaries, (ii) attract and retain highly-qualified executives who are motivated to achieve high levels of performance, both short-term and long-term, (iii) be competitive with compensation programs of peer institutions, (iv) not encourage undue risk-taking which would negatively affect the safety and soundness of the Corporation and its subsidiaries, and (v) comply with the requirements of the appropriate regulatory bodies.

In making its compensation decisions for 2024, the Compensation Committee desired to recognize the efforts of the members of the executive management team who guided the Corporation in achieving each of the foregoing milestones.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes the key elements of our compensation program for our named executive officers. For the year 2024, our named executive officers are:

Compensation Program Design Overview

The main elements of compensation for 2024 for the named executive officers were base salary, short-term incentives, restricted stock awards, and the vesting of cash retention bonuses implemented in 2022. Such elements are consistent with the Corporation's compensation objectives to align with the long-term growth and sustained earnings objectives of shareholders, and our ability to attract, retain, and motivate highly-qualified executives.

Management's Input Involving the Compensation Program

The Compensation Committee considers the views and recommendations of the Chief Executive Officer in making compensation decisions affecting executive officers who report to him. The Chief Executive Officer's role in recommending compensation levels and compensation program elements is to develop and recommend appropriate performance measures and targets for each individual, to report on the respective individual's performance, to provide data and background material to enable the Compensation Committee to assess the labor market and to make specific recommendations on each named executive officer's respective salary. The Chief Executive Officer does not recommend his own salary and is not present during the Compensation Committee's or the Board's discussions or decisions regarding his or his team's specific compensation.

Supplementary to executive compensation peer data provided by the Corporation's independent compensation consultant, members of the Corporation's Finance and Human Resources management team periodically provide the Chief Executive Officer and the Compensation Committee with updated peer analyses, which compile compensation program data disclosed by other peer banks in their respective SEC filings, in order for the Compensation Committee to assess the competitive market for executive compensation, and the consistency of the Corporation's elements and amount and trend of executive compensation with those of similarly-profiled peer banks.

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Consultant's Role in Determining Compensation

In 2024, the Compensation Committee utilized the services of Newcleus Compensation Partners, an independent consulting firm that specializes in executive and board compensation. In connection with the 2024 engagement, Newcleus provided relevant peer data analysis (utilizing 2023 proxy information, the most recent compensation data publicly available) and advice for consideration by the Committee in evaluating compensation of the named executive officers. The Board's objective is to compensate our executive officers at or around the 50^th percentile of peers. The following peer group comprised of commercial banks with total assets ranging between $2.8 billion and $9.6 billion was used in Newcleus's analysis:

Results of Shareholder "Say on Pay" Vote in Determining Compensation

Each year, the Corporation asks its shareholders to cast a non-binding advisoryvote on the compensation of our named executive officers, known as a "say-on-pay" vote.At the 2024 Annual Meeting, the Corporation's shareholders approved the compensation of our named executive officers by an overwhelming majority of more than 94% of votes cast. The Compensation Committee considers the shareholders' voted level of approval of our executive compensation practices relative to both the current year, and say-on-pay votingtrends over several years, as a key input when considering whether to significantly change the Corporation's compensation policies and practices. The strong past-shareholder support of our compensation philosophy, combined with the strong retention of the executive management team, has led the Compensation Committee to conclude that a material change to such philosophy is not currently necessary, although the Committee continues to seek the advice of an independent compensation consultant, as well as data from management, to ensure that the Corporation's pay practices are consistent with current market conditions and best practices.

CEO Pay Ratio Disclosure

In 2015, the SEC adopted a rule requiring certain public companies to disclose the ratio of the total compensation of the CEO to the median compensation of its other employees.

For the Corporation, the median employee was determined using a census of all full-time and part-time employees as of November 30, 2024, which totaled 623 personnel excluding the CEO. The annual total compensation for all employees on this census was calculated using the same pay elements shown for the CEO in the "Summary Compensation Table - 2024". The primary elements of this 2024 total compensation calculation included base salary/wages, bonuses and incentive compensation, employer matching contributions to the Corporation's 401(k) plan, restricted stock awards, auto allowances, employer-paid life insurance premiums and nonqualified deferred compensation. For full-time employees who were hired during 2024, the base salary/wages element was annualized to determine the respective individual's total compensation.

COMPENSATION DISCUSSION AND ANALYSIS

As disclosed in the "Summary Compensation Table - 2024," the total compensation of the CEO for 2024 was $1,241,097. The 2024 total compensation of the median employee was $62,005. The resulting ratio of the CEO's total compensation to that of the median employee is 20 to 1.

Components of Compensation

Base Salary

Base salary levels are set to attract and retain executives who can further the Corporation's and Bank's strategic objectives and who are motivated to achieve high levels of performance, both short-term and long-term. Base salary is the most significant component of the named executive officers' compensation, and the Compensation Committee reviews it every year to determine whether the salary for each respective named executive officer is at an appropriate level when considering the relevant inputs. As mentioned above, the Chief Executive Officer reviews each named executive officer's performance, other than his own, in making salary recommendations to the Compensation Committee. The Chief Executive Officer and the Compensation Committee consider each named executive officer's general management performance; policy, procedure, and regulatory compliance; public relations; strategic objectives management; length of service with the Corporation and Bank; and the named executive officer's position and areas of responsibility in making its determination of the appropriate level of base salary. The Compensation Committee reviews the Chief Executive Officer's performance in making a salary recommendation to the Board.

Short-Term Incentives and Bonuses

In 2023 and 2024, the Corporation maintained an informal executive compensation plan pursuant to which our named executive officers were eligible to receive short-term cash and equity incentives for the achievement of corporate and individual performance goals. In order to receive a payment under the plan in 2024, the named executive officer had to be employed prior to September 30, 2023, and on the date of payout, and both the corporate and individual performance goals, which include actions that can only be taken by the named executive officer for the respective performance period, must be achieved. The short-term incentives for performance in 2023 and for the first quarter of 2024 paid to named executive officers were awarded in the first quarter of 2024. A key input considered by the Compensation Committee in determining whether to recommend an award and the amounts thereof were the actual earnings performance of the Corporation for the full year of 2023 and the first quarter of 2024 compared to the Board-approved targeted net income available to common shareholders for the respective periods as well as other non-financial targets.Originally, the Board's targeted net income for 2023 was $54,071,000, which was subsequently adjusted to $46,236,000 following consummation of the Brunswick Bancorp acquisition in May 2023. Actual net income for 2023 was $37,397,000. The Board's targeted net income for the first quarter of 2024 was $7,252,000 while actual net income for that period was $12,133,000. The Compensation Committee believed that the Board-approved earnings targets were aggressive and difficult to achieve, particularly in the difficult operating environment.

As a result of this performance relative to the Board-approved targets, and taking into account the impacts of the difficult banking environment on 2023 results, and considering each named executive officer's respective performance goals and achievements, the Compensation Committee did not award cash incentive payments in 2024.

Equity Incentive Plans

The Corporation has continued to make restricted common stock awards to named executive officers, other members of management, and directors, consistent with past practice. Restricted stock is common stock granted to an employee or director that does not vest until specific conditions are met. Typical conditions for employees receiving restricted stock grants include performance goals for the individual or the Corporation, and for the vesting thereof, the individual being required to remain employed with the Corporation or Bank for a specific number of years. Once the conditions are met, then the common stock vests and the employee obtains the shares without restrictions. The Board believes that restricted stock awards can serve as an important element in attracting and retaining employees and directors whom the Board expects to contribute to the Corporation's growth and success

COMPENSATION DISCUSSION AND ANALYSIS

both in the near-term, and over the longer-term vesting period and beyond, to realize benefits in the growth on the value of the Corporation's stock in alignment with shareholder interests. By compensating employees and directors with shares of Corporation common stock, the employees and directors have additional incentive to ensure that the Corporation is successful. Based on the recommendations of the Compensation Committee, the Board determines to whom specifically it grants restricted stock, as well as the timing, vesting schedule, and number of shares subject to the award. Historically, awards have been made under the Mid Penn Bancorp, Inc. 2014 Restricted Stock Plan, which expired by its terms in 2024.

At the 2023 Annual Meeting, the Corporation's shareholders approved a new, omnibus Stock Incentive Plan. This new plan replaces the 2014 Restricted Stock Plan and provides the Corporation additional flexibility in designing its equity compensation programs by authorizing the issuance of stock options, restricted stock, stock appreciation rights, deferred stock units, and performance shares. The number of shares of common stock which may be issued under the Stock Incentive Plan may not exceed 350,000 shares. The Compensation Committee may suspend, terminate or amend the Stock Incentive Plan at any time; provided, that no amendment may be made without shareholder approval if such approval is required by law, agreement or the rules of any exchange upon which the Corporation's shares of common stock are listed. In addition, no such amendment, suspension or termination may impair the rights of participants with respect to their outstanding awards without their consent.

All awards issued under the Stock Incentive Plan are subject to the Corporation's Clawback Policy.

Retention Bonuses

In 2022, a two-yearretention bonus was awarded to Messrs. Webb, Micklewright, and Space and a three-year retention bonus was awarded to Mr. Ritrievi. While advanced in full on the grant date, these bonuses were structured such that they vest over a two-year orthree-year period (one-half orone-thirdon each anniversary of the grant date), subject to the executive's continued employment. In the event that the executive's employment is terminated for cause or the executive resigns prior to the final anniversary of the grant date, the executive is required to repay any unvested portion plus interest on the unvested portion. Amounts that vested in 2024 are reflected in the Summary Compensation Table below.

Benefit Plans Available for All Employees

Certain benefit plans, including group insurance plans as described below, are not tied to Bank or individual performance. The cost of providing such plans to all eligible employees, including named executive officers, is viewed as a cost of doing business and not taken into account when determining specific compensation of the named executive officers.

Group Insurance Plans

The named executive officers participate in group insurance benefit plans that are generally available to all employees. These plans include group life insurance, group disability, health insurance and dental and vision benefits. Such plans are standard in the industry and in the geographic area for all industries, as well as necessary to compete for talented employees at all levels of the Bank. Under the group life insurance plan, Mr. Ritrievi was unable to get the same percentage of coverage as other employees due to the maximum benefit provided for in the plan. In order to afford Mr. Ritrievi the same long-term disability coverage as other employees, an individual policy was purchased with the premium (and Mr. Ritrievi's associated income tax liability) reimbursed by the Bank. Additionally, Mr. Ritrievi and the named executive officers are also provided a supplemental short-term disability plan to cover the same percentage of coverage as other employees due to the maximum benefit provided for the short-term disability plan.

Retirement Plan

In an effort to encourage its employees, including the named executive officers, to save for retirement, the Bank has established a tax-qualified 401(k) retirementplan for employees. The Bank believes that it is important to assist employees in saving for retirement and believes that by providing a mechanism to save for retirement, and through Bank matching of certain employee contributions, the Bank is providing the named executive officers with a reasonable and industry-expected incentive to continue in the employ of the Bank.

COMPENSATION DISCUSSION AND ANALYSIS

Employee Stock Purchase Plan

At the 2023 Annual Meeting, shareholders approved a new, tax-qualifiedemployee stock purchase plan. The new, tax-qualifiedplan replaced the plan that had been in place since January 1, 2011. The new employee stock purchase plan provides eligible employees of the Corporation or the Bank, including the named executive officers, with an opportunity to purchase shares of common stock of the Corporation at a discounted price through payroll deductions. The Plan provides participants with a convenient method to acquire an interest in the common stock of the Corporation and realize the benefits of their efforts toward the long-term performance and success of the Corporation in alignment with our shareholders' interests.

Company Vehicle

Each of the named executive officers is provided a company vehicle. Provision of a company vehicle is standard in the financial services industry as executive officers frequently meet clients and business associates at locations offsite of the Corporation's offices. Each executive's personal use of the company vehicle is tracked and calculated for inclusion in their taxable and total compensation.

Accounting and Tax Treatments

The Compensation Committee, in consultation with Finance management, considers the accounting and tax consequences of the compensation program and its elements, both for the Corporation and the individual, prior to making any changes to the compensation structure. Section 162(m) of the Internal Revenue Code limits the deduction of compensation paid to the named executive officers if certain thresholds are exceeded. Based upon the current base salary and compensation structure and existing agreements with the executives, the Corporation does not believe that Section 162(m) limitations were triggered in 2024 for our named executive officers, but this may be applicable in future years dependent upon factors including legislative changes to the limits, specific provisions and exclusions, or applicability of this tax code section.

Material Differences in Named Executive Officers' Compensation

The differential between salary levels for each of the named executives is primarily driven by their respective positions, with consideration also given to the experience and time in their respective positions.

Employment, Change in Control, and Supplemental Executive Retirement Plan Agreements

Employment Agreements

Each named executive officer is party to an employment agreement with the Corporation and the Bank, which, unless earlier terminated, automatically renews on each September 6 for a total of the next three years for Messrs. Ritrievi, Webb and Micklewright, and two years for Messrs. Paese and Space. The employment agreements provide that Messrs. Ritrievi, Webb, Micklewright, Paese and Space will receive an annual base salary of $625,000, $350,000, $350,000, $275,000 and $295,000, respectively, which may be increased from time to time. In addition to base salary, the employment agreements provide for, among other things, participation in bonus programs and other benefit plans and arrangements applicable to executive officers of the Bank.

In the event of the executive's involuntary termination of employment without "cause" or in the event of a voluntary termination for "good reason" (each as defined in the employment agreement), the executive would become entitled to continue to receive the executive's base salary in effect on the date of termination for a period equal to the greater of the remaining employment term or six months and participate in the Bank's life, disability, medical/health insurance and other benefits substantially similar to those which the executive was receiving during the year prior to the date of termination for the same period described above immediately following the date of termination, or a cash payment equal to the estimated after-taxcost to obtain such benefits, or substantially similar benefits.

COMPENSATION DISCUSSION AND ANALYSIS

The employment agreement and the executive's employment may be terminated for "cause" (as defined in the employment agreement) by written notice from the Corporation or the Bank. If the employment agreement is terminated for cause, the executive's rights under the employment agreement terminate as of the effective date of termination. The employment agreement also terminates without further payments to the executive as of the termination date in the event of the executive's voluntary termination of employment (other than for good reason) or death. In the case of the executive's "disability" (as defined in the employment agreement), the executive will become eligible for employer-provided short-term and/or long-term disability benefits, or worker's compensation benefits, in which case the Bank's obligation to pay the executive their annual base salary shall be reduced by such benefits. Under certain other types of disabilities set forth in the employment agreement, the employment agreement will terminate six months following a determination related to such disability by the Corporation's board of directors.

In the event that the executive is involuntarily terminated for cause or voluntarily terminates employment without good reason, the executive will be subject to a twelve-month non-solicitationcovenant (applicable to both customers and employees). In the event that the executive is involuntarily terminated without cause or voluntarily terminates employment for good reason, the executive will be subject to a twelve-month non-solicitationcovenant with respect to employees and a six-monthnon-solicitationcovenant with respect to customers.

The employment agreement with each executive provides that, in the event that the payments to be received by the executive, when taken together with payments and benefits payable to or on behalf of the executive under any other plans, contracts or arrangements, would constitute an excess parachute payment under Internal Revenue Code Section 280G, the executive may elect to reduce the payment actually received in order to reduce or eliminate the impact of the excise tax under Section 4999 of the Code. The executive is not entitled to a "gross-up"payment to reduce the effect of the tax under Section 4999 of the Code.

Mr. Ritrievi's employment agreement further provides that he shall serve on the Bank's board of directors and shall be re-nominatedfor election to the Corporation's board of directors, with the Corporation's board of directors recommending such election to its shareholders, for any annual meeting of shareholders at which the class of directors in which Mr. Ritrievi is serving will be elected. Mr. Ritrievi's service as director of the Corporation, the Bank and any affiliate or subsidiary shall immediately terminate upon the termination of his employment for any reason.

Change in Control Agreements

The Corporation has entered into change in control severance agreements with each of its named executive officers. Each agreement has a "double-trigger" payment feature requiring both a change in control of the Corporation and the involuntary termination of the executive's employment without cause or voluntary termination of employment by the executive for "good reason" in order for the benefit to be payable.

More specifically, in the event an executive's employment is terminated on or within twelve months after a "change in control" during the term of the agreement either by the Corporation, other than for death or disability or for a reason other than "cause" (as defined in the agreement), or by the executive after the occurrence of certain specified events constituting "good reason" (described below), the Corporation will pay the executive a lump-sum cashpayment. That payment is equal to 2.99 times the executive's highest annual base salary in effect during the twelve months preceding the executive's termination of employment with respect to Mr. Ritrievi, 2.75 times with respect to Messrs. Webb and Micklewright, and 2.25 times with respect to Messrs. Paese and Space. In addition, the executive and the executive's beneficiaries will remain eligible to participate, on the same terms and conditions as apply from time to time to the Corporation's executive management team, medical, vision and dental programs for 33 months for Messrs. Webb and Micklewright, 27 months for Messrs. Paese and Space, and three years for Mr. Ritrievi, or a cash payment equal to the estimated after-tax costto obtain such benefits, or substantially similar benefits, within thirty days following the executive's termination. In the event that the executive is involuntarily terminated for cause or voluntarily terminates employment during the term of the agreement, the executive will be subject to a twelve-month non-solicitation covenant(applicable to both customers and employees). In the event that the executive is involuntarily terminated without cause or voluntarily terminates employment for good reason, the executive will be subject to a twelve-month non-solicitationcovenant with respect to employees and a six-monthnon-solicitationcovenant with respect to customers.

COMPENSATION DISCUSSION AND ANALYSIS

The specified events of "good reason" permitting an executive to terminate employment following a change in control and receive payments or benefits under the agreement include: (i) a material diminution in executive's authority, title, duties or responsibilities following a change in control from the authority, title, duties or responsibilities existing as of a change in control; (ii) requirement that the executive perform a substantial portion of his or her duties at a location more than 50 miles from executive's principal executive office on the date of the agreement; or (iii) a material decrease in executive's base salary and other compensation and benefits existing as of a change in control.

If, within ninety days after a termination of an executive's employment that entitles such executive to payments under the agreement, the Corporation's Board becomes aware of facts that, if known during the executive's employment, it reasonably believes would have justified termination of such executive's employment for cause (as defined in the agreement), the Corporation may refrain from paying any unpaid amounts due under the agreement or require the executive to promptly, but in no event less than ninety days after notice to such executive of such determination by the Corporation's Board, repay any amounts previously paid or the value of any benefits previously received under the agreement.

The agreement with each executive provides that, in the event that the payments to be received by the executive, when taken together with payments and benefits payable to or on behalf of the executive under any other plans, contracts or arrangements, would constitute an excess parachute payment under Internal Revenue Code Section 280G, the executive may elect to reduce the payment actually received in order to reduce or eliminate the impact of the excise tax under Section 4999 of the Code. The executive is not entitled to a gross up payment to reduce the effect of the tax under Section 4999 of the Code.

Each agreement is for a term of three years and renews for an additional year on each anniversary of the respective named executive officer's signing, absent notice of non-renewal fromeither party.

Supplemental Executive Retirement Plan Agreements

The Bank is a party to supplemental executive retirement plan agreements ("SERPs") with each of its named executive officers. Each SERP provides for the monthly payment of a fixed cash benefit over a period of fifteen (15) years, commencing on the first day of the month following the executive's separation from service: (i) occurring on or after reaching normal retirement age (age 70); (ii) due to disability; (iii) due to death; or (iv) within two (2) years following a change in control of the Bank. The terms of the SERPs are identical for each executive, except for the amount of the annual benefit and the timing of vesting of the benefit, which is as follows: Mr. Ritrievi-$190,000 (approximately 85% currently vested with the remainder to vest ratably over the next two years); Messrs. Micklewright and Webb-$100,000 (approximately 87% currently vested with the remainder to vest ratably over the next two years); Mr. Paese-$80,000 (approximately 85% currently vested with the remainder to vest ratably over the next two years); and Mr. Space-$80,000 (approximately 30% currently vested with the remainder to vest ratably over the next eight years). The Board of Directors of the Bank reserves the right to increase the amount of the benefit from time to time, in its discretion.

In the event that any payment owing under the SERP would constitute an excess parachute payment under Section 280G of the Internal Revenue Code, each SERP provides the executive with the same election right as that described under the heading "Change in Control Agreements" above. The executive is not entitled to a gross up payment to reduce the effect of the tax under Section 4999 of the Code.

The SERP also contains non-competition and non-solicitation covenants.A violation of such covenants, except in limited circumstances, would result in the forfeiture of any unpaid benefits to the executive.

Risk Analysis of Compensation Practices and Policies

The Compensation Committee reviewed the compensation policies and practices for all employees and determined that they do not create risks that are reasonably likely to have a material adverse effect on the Corporation or Bank.

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management, and, based on the review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Corporation's proxy statement.

Compensation Committee Interlocks and Insider Participation

The Corporation has no Compensation Committee interlocks. Messrs. Noone, Mowery, DeSoto and Evans and Mses. Brumbaugh and Gathagan constitute all of the directors who served on the Compensation Committee at any time during 2024. Each of them is an independent outside director. None of them is a current or former officer or employee of the Corporation. During 2024, the Bank engaged in customary banking transactions and had outstanding loans to certain of its directors, executive officers, members of the immediate families of certain directors and executive officers and their associates. These loans were made in the ordinary course of business and were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons not related to the lender. In the opinion of management, these loans do not involve more than normal risk of collectability or present other unfavorable features. Non-banking relationshipsthat members of the Compensation Committee have had or maintain with the Corporation or Bank are described under the heading, "Related Person Transactions." Rory G. Ritrievi, Chair, President, and Chief Executive Officer of the Corporation, attended Compensation Committee meetings only when and to the extent requested by the Committee. Mr. Ritrievi did not participate in determining his own compensation.

EXECUTIVE COMPENSATION

The following discussion provides details of the various components of executive compensation.

Summary Compensation Table

The following table summarizes the total compensation awarded or earned for services in all capacities to the Corporation or the Bank for the years ended December 31, 2024, December 31, 2023, and December 31, 2022, for the named executive officers (for the year ended December 31, 2024, for Mr. Space).

Summary Compensation Table - 2024