EX-99.1 2 a2025mpbannualmeetingfin.htm EX-99.1
1 DRAFT 04.07.2021 MID PENN BANCORP, INC. Annual Meeting of Shareholders May 13, 2025

2 Source: Company Documents. Introduction of Board Members Rory G. Ritrievi Chair, President & CEO Mid Penn Bancorp, Inc. and Mid Penn Bank

3 Source: Company Documents. Robert A. Abel Board Member of Mid Penn Bancorp, Inc. Principal Brown Plus Kimberly J. Brumbaugh Board Member of Mid Penn Bancorp, Inc. Founder and Managing Partner Brumbaugh Wealth Management, LLC Matthew G. DeSoto Board Member of Mid Penn Bancorp, Inc. President and CEO MITER Brands John E. Noone Lead Independent Director of Mid Penn Bancorp, Inc. President Shamrock Investments, LLC

4 Source: Company Documents. Albert J. Evans Board Member of Mid Penn Bancorp, Inc. President Fanelli, Evans & Patel, P.C. Maureen M. Gathagan Board Member of Mid Penn Bancorp, Inc. Partner, Bittersweet Management, LLC and Member, Gathagan Investment Company, LP Joel L. Frank Board Member of Mid Penn Bancorp, Inc. Chairman and Managing Partner Lamb McErlane PC Brian A. Hudson, Sr. Board Member of Mid Penn Bancorp, Inc. Former Executive Director and CEO Pennsylvania Housing Finance Agency

5 Source: Company Documents. Bruce A. Kiefer Board Member of Mid Penn Bancorp, Inc. Former Manager/Chemist, The Hershey Company Managing Partner, Lawrence Keister & Co. Theodore W. Mowery Board Member of Mid Penn Bancorp, Inc. Founding Partner Gunn Mowery, LLC William A. Specht, III Board Member of Mid Penn Bancorp, Inc. President and CEO Seal Glove Manufacturing, Inc. and Ark Safety Kenneth J. Stephon Board Member of Mid Penn Bancorp, Inc. Chief Corporate Development Officer Mid Penn Bancorp, Inc. and Mid Penn Bank

6 Source: Company Documents. Rory G. Ritrievi Chair, President & CEO Mid Penn Bancorp, Inc. and Mid Penn Bank Formal Business of the Meeting

7 Formal Business of the Meeting The first item of business to be acted upon by shareholders at this meeting is the election of five Class C Directors to serve for a three (3) year term and/or until their successor is elected and qualified: • Robert A. Abel • Matthew G. DeSoto • Bruce A. Kiefer • Theodore W. Mowery • William A. Specht, III The Board unanimously recommends shareholders vote “for” the election of each of the named nominees.

8 Formal Business of the Meeting The second item to be acted upon by shareholders at this meeting is to approve a non- binding advisory vote on executive compensation. The Board unanimously recommends shareholders vote “for” approval of the compensation paid to our named executive officers, as described in the proxy statement.

9 Formal Business of the Meeting The third item to be acted upon by shareholders at this meeting is a non-binding advisory vote on the frequency of future advisory votes on compensation paid to the Corporation’s named executive officers. The Board unanimously recommends shareholders vote for “each year” on this proposal.

10 Formal Business of the Meeting The fourth item to be acted upon by shareholders at this meeting is a proposal to ratify the appointment of RSM US LLP as the Corporation’s 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. Even if the selection is ratified, the Audit Committee of the Corporation, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Corporation. The Board unanimously recommends shareholders vote “for” ratification of the appointment of RSM US LLP as the Corporation’s independent registered public accounting firm for 2025.

11 Source: Company Documents. Rory G. Ritrievi Chair, President & CEO Mid Penn Bancorp, Inc. and Mid Penn Bank Management Presentation

12 Cautionary Notice Regarding Forward-Looking Statements This presentation and management’s related discussion regarding Mid Penn Bancorp, Inc. (“Mid Penn”) contains estimates, predictions, opinions, projections and other “forward-looking statements” as that phrase is defined in the Private Securities Litigation Reform Act of 1995. The forward-looking statements also include predictions or expectations of future business or financial performance, as well as goals and objectives for future operations, financial and business trends, business prospects, and management’s outlook or expectations for earnings, revenues, expenses, capital levels, liquidity levels, asset quality or other future financial or business performance, strategies or expectations. The words “believe,” “intend,” “expect,” “anticipate,” “strategy,” “plan,” “estimate,” “approximately,” “target,” “project,” “propose,” “possible,” “potential,” “should” and similar expressions, among others, generally identify forward-looking statements. Such forward-looking statements are based on various assumptions (many of which are beyond the control of Mid Penn) and are subject to risks and uncertainties (which change over time) and other factors which could cause actual results to differ materially from those currently anticipated. We refer you to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Mid Penn’s Annual Report on Form 10-K for the year ended December 31, 2024, and any updates to those risk factors set forth in Mid Penn’s Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings, which have been filed by Mid Penn with the SEC and are available on the SEC’s website at www.sec.gov. All forward-looking statements, expressed or implied, included herein are expressly qualified in their entirety by the cautionary statements contained or referred to herein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on Mid Penn or its respective businesses or operations. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date on which they are made. Mid Penn does not undertake any obligation, and specifically declines any obligation, to revise or update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as specifically required by law. Third Party Sources and Non-GAAP Financial Measures Certain information contained in this presentation and statements made orally during this presentation relate to or are based on publications and other data obtained from third-party sources. While Mid Penn believes these third-party sources to be reliable as of the date of this presentation, Mid Penn has not independently verified, and makes no representation as to the adequacy, fairness, accuracy or completeness of, any information obtained from third-party sources. This presentation includes certain non-GAAP financial measures intended to supplement, not substitute for, comparable GAAP measures. Reconciliations of certain non-GAAP financial measures to GAAP financial measures are provided in the Appendix. Numbers in this presentation may not sum due to rounding. Forward-Looking Statements / Non-GAAP Disclosures

13 Experienced Management Team Source: Company Documents. Years in Industry Years at MPB PositionExecutive 3916Chair, President & Chief Executive OfficerRory G. Ritrievi 1916 Sr. EVP / President of Commercial and Consumer Banking & Chief Revenue Officer Scott W. Micklewright 1912Sr. EVP / Chief Financial Officer Justin T. Webb 3912Sr. EVP / Chief Retail OfficerJoan E. Dickinson 268Sr. EVP / Market President & Chief Lending OfficerHeather R. Hall 486Sr. EVP / Chief Corporate Development OfficerKenneth J. Stephon 183Sr. EVP / President of the Private Bank & Chief Operating OfficerJordan D. Space 399First EVP / Director of Trust & Wealth ManagementJoseph L. Paese, CFP 5416EVP / President of Commercial Real EstateRay M. Mincarelli, Jr. 2215EVP / Chief Technology & Chief Information OfficerJohn Paul Livingston 169EVP / Chief Risk OfficerZachary C. Miller 313EVP / Chief Credit OfficerPaul W. Spotts 2620First Sr. VP / Chief Data OfficerMatthew L. Miller 3914First Sr. VP / Senior Operations ManagerPaul F. Spiegel 2013First Sr. VP / Chief Administrative OfficerMargaret E. Steinour 30.311.5Average:

14 Mid Penn Bank Regional Presidents Source: Company Documents. Years in Industry Years at MPB Position / RegionExecutive 2114Sr. VP / Upper Dauphin RegionNatalie L. Falatek 328Sr. VP / Schuylkill & Luzerne CountiesMark F. Ketch 168Sr. VP / Brunswick RegionKeith C. Rada 416Sr. VP / Berks CountyJoseph N. Butto 215Sr. VP / William Penn RegionJared E. Utz 193Sr. VP / Lancaster CountyJustin A. Manning 343Sr. VP/South Central NJ RegionJeannine Cimino 201Sr. VP / Western RegionDaniel M. Baronick 261Sr. VP / Delaware River RegionJeffrey M. Steigerwalt 171Sr. VP / Lehigh Valley RegionLayne G. Crothers 24.75Average:

15 Mid Penn Bancorp, Inc. Overview at March 31, 2025 Source: S&P Global Market Intelligence, Company Documents. Note: Financial information as of or for the quarter ended March 31, 2025. (1) Non-GAAP financial metric. Please see Appendix for GAAP to non-GAAP reconciliation. (2) Annualized financial metric. (3) Excludes HFS loans. (4) 12 Branches added as of 4/30/2025 for a total of 59 MPB branches, as a result of the acquisition of William Penn Bancorporation. • Banking subsidiary: Mid Penn Bank (est. 1868), state chartered non-member bank and trust company, headquartered in Millersburg, PA • A PA-based commercial bank operating strategically in western, central and eastern PA markets and central NJ market • Dedicated to providing comprehensive banking and trust services • Highly active in the last 3 years with key strategic initiatives  Share Repurchase Program – $3.0 million / 110k shares in 2022 | $4.8 million / 217k shares in 2023 | $323k / 15.5k shares in 2024Q1  Strategic Acquisitions – Closed acquisition of William Penn Bancorporation in April 2025 for $120.0 million (2025 Q2 financials to include impact of transaction) concurrent with ~$80 million follow-on offering in November 2024 – Closed acquisition of Brunswick Bancorp in May 2023 for $43.7 million Assets Gross Loans Deposits $5.5 B $4.5 B $4.7 B Holding Company for Mid Penn Bank Highlights 1Q25 Financial Highlights 0.46%NPAs / Assets $13.7M / $0.71 /sh Net Income (0.00)% MRQ NCOs / Avg. Loans21.01%MRQ ROAA2 9.9%TCE / TA110.84%MRQ ROATCE1,2 94.9%Loans / Deposits33.37%MRQ NIM2 MPB (47)(4) Branch Footprint

16 Franchise Snapshot: Corporate Structure Source: Company Documents. Mid Penn Bancorp, Inc. Mid Penn Bank  Consumer Banking  Commercial Banking  Trust and Wealth Management Services  Retail Brokerage  Private Banking with Sports & Entertainment Division  Residential Lending MPB Financial Services MPB Risk  Property & Casualty  Accident & Health  Life  Disability  Employee Benefits MPB Launchpad  Early-Stage Technology Investments  Fintech & Depository Convergence

17 Multifamily 24% Retail 25% Office 16% Industrial 11% Hospitality 9% Flex 3% Mobile Home Park 1% Healthcare 1% Other Property Types 10% 0.65% 0.98% MPB Peer Median 0.46% 0.39% MPB Peer Median Commercial Real Estate 52% Residential Mortgage 18% Construction 9% Commercial & Industrial 14% Consumer & Other 7% Cumulative NCOs / Avg. Loans(3) $4.5 billion gross loan portfolio Exceptional Asset Quality and Nicely Diversified & Granular Commercial Loan Portfolio Source: Company Documents, S&P Global Market Intelligence. (1) Call report data used as of March 31, 2025. (2) Excludes owner occupied commercial real estate and farmland loans. Bank holding company data as of March 31, 2025 used. (3) Shown from 2014 to 2025Q1. (4) Includes nationwide major exchange-traded banks with total assets between $3-$7B as of March 31, 2025, excluding merger targets and mutuals. (4)(4) Loan Portfolio Composition(1) Multifamily + Nonowner Occupied CRE Portfolio(2) Asset Quality Trends 2025Q1 NPAs / Assets ($000s) March 31, 2025 Commercial Real Estate Balance % Total Loan Count Avg. Balance WA LTV Multifamily $410,531 24.4% 331 $1,240 60.2% Retail 420,606 25.0% 305 1,379 54.5% Office 276,439 16.4% 211 1,310 60.7% Industrial 184,762 11.0% 91 2,030 49.0% Hospitality 156,631 9.3% 41 3,820 45.0% Flex 43,526 2.6% 34 1,280 37.1% Mobile Home Park 17,153 1.0% 22 780 59.7% Healthcare 14,367 0.9% 6 2,395 54.5% Other Property Types 158,669 9.4% 130 1,221 58.1% Total Multifamily + NOO CRE $1,682,684 100% 1,171 $1,437 55.2%

18 36% 34% MPB Peer Median (3%) 18% 22% 24% (4%) 11% 10% 12% 2 3 4 5 Rank Institution Name Branches (#) Total Deposits ($M) Deposit Market Share (%) 1 The PNC Finl Svcs Grp (PA) 8 $5,252 28.02 2 Mid Penn Bancorp Inc. (PA) 16 2,209 11.79 3 M&T Bank Corp. (NY) 20 2,020 10.78 4 F.N.B. Corp. (PA) 10 1,925 10.27 5 Orrstown Financial Services (PA) 10 1,243 6.63 6 Wells Fargo & Co. (CA) 7 987 5.27 7 Fulton Financial Corp. (PA) 8 818 4.37 8 Citizens Financial Group Inc. (RI) 6 616 3.28 9 Banco Santander S.A. 7 594 3.17 10 LINKBANCORP Inc. (PA) 4 554 2.96 31% 30% MPB Peer Median Cumulative Deposit Beta(2) Well-Balanced Deposit Franchise with Best-in-Class Growth Rates in NIB Accounts Source: S&P Global Market Intelligence, FDIC. (1) Bank-level regulatory data used. (2) Deposit beta is calculated as the change in the Company’s deposits costs as a percentage of the Fed Funds Rate during 2015Q1 through 2025Q1. (3) Includes nationwide major exchange-traded banks with total assets between $3-$7B as of March 31, 2025, excluding merger targets and mutuals. (4) Based on FDIC data as of June 30, 2024. Adjusted for branch closures/openings since June 30, 2024.  Highly granular and diversified deposit base  Well balanced between consumer and commercial  Leading market share in Harrisburg metro area  Focused on growing NIB commercial business accounts Deposit Franchise Highlights (3) (3) 3 Year MPB Peer Median MPB Peer Median MPB Peer Median MPB Peer Median 5 Year 7 Year 10 Year (3) (3)(3)(3) Uninsured Deposits / Total Deposits(1) Harrisburg MSA Deposit Market Share(4) Noninterest-Bearing Deposit Growth CAGRs

19 $89,810 $116,286 $91,532 $74,855 Philly Counties of Focus Central NJ Counties of Focus Southern NJ Counties of Focus State of PA 4.6% 5.2% 8.9% 2.0% Philly Counties of Focus Central NJ Counties of Focus Southern NJ Counties of Focus State of PA Capitalizing on Market Disruption Sizeable Markets Above- Average Growth and Wealth $738 Billion in Total Market Deposits Source: S&P Global Market Intelligence, FDIC. Note: FDIC deposit data as of 6/30/2024. (1) Central New Jersey defined as Monmouth, Mercer, Middlesex, Hunterdon and Somerset counties. (2) Southern New Jersey defined as Burlington, Gloucester, Ocean and Camden counties. (3) Philly Counties defined as Philadelphia, Montgomery, Bucks, Chester and Delaware counties. Philadelphia MSA $554 Bn Total Deposits in the Market Top 3: Capital One, TD Bank, Wells 2025 Median Household IncomePopulation Change 2010 - 2025 (3)  Princeton Bancorp / Cornerstone Financial Corporation  Lakeland Bancorp / 1st Constitution Bancorp  OceanFirst Financial Corp. / Two River Bancorp  OceanFirst Financial Corp. / Capital Bank of New Jersey  OceanFirst Financial Corp. / Sun Bancorp  Fulton Bank / Republic First Bank  Citizens Financial Services / HV Bancorp  WSFS Financial Corp / Bryn Mawr Bank Corporation  Citizens & Northern Corporation / Covenant Financial  S&T Bancorp / DNB Financial Corporation  WSFS Financial Corp / Beneficial Bancorp The market area has undergone significant consolidation since 2016 (3) Philadelphia MSA Central/Southern NJ Central NJ(1) $125 Bn Total Deposits in the Market Top 3: PNC, BofA, Wells Southern NJ(2) $60 Bn Total Deposits in the Market Top 3: TD Bank, Wells, PNC Focused on Growing the Broader Philadelphia + Central/Southern NJ Markets MPB Harrisburg MSA $19 Bn Total Deposits in the Market Top 3: PNC, Mid Penn, M&T

20 38% 36% 23% 11% MPB Core MPB GAAP Peer Median KRX Median 144% 117% 83% MPB Peer Median KRX Median Conclusion & Demonstrated Track Record of Outsized Shareholder Value Creation Source: S&P Global Market Intelligence. Note: Market data as of May 7, 2025. (1) Shown from May 7, 2015 to May 7, 2025. (2) Includes nationwide major exchange-traded banks with total assets between $3-$7B as of March 31, 2025, excluding merger targets and mutuals. (3) Absolute percent change shown. (4) Core per S&P Global Market Intelligence used for Peers. See appendix for MPB Core EPS reconciliations. (2) 2019 - 2025Q1 Annualized EPS Growth(3)(4) (2) 10-Year Total Shareholder Return (TSR)(1) The recently closed acquisition of William Penn materially increases our presence in one of the best markets in the US Triple accretive acquisition: Increases EPS, increases capital ratios, and lowers CRE concentration & loan/deposit levels The completed capital raise in late 2024 will provide the dry powder to fully unlock the organic growth potential in the greater Philadelphia market 2025Q1 showcased momentum across the board: organic growth, profitability margins and capital generation

21 Appendix

22 $0.77 $0.84 $0.80 $0.80 $0.80 $0.80 2020 2021 2022 2023 2024 Q1'25 $3.10 $2.71 $3.44 $2.29 $2.90 $2.84 2020 2021 2022 2023 2024 Q1'25 Earnings Per Share and Dividends Source: S&P Global Market Intelligence, Company Documents. (1) 2025Q1 data is annualized. Earnings Per Share (Diluted) Cash Dividends Per Share Paid Declared Dividend: In consideration of our first quarter success, the Board has authorized its 58th consecutive quarterly dividend, a cash dividend of $0.20 per share of common stock, which was declared at its meeting on April 23, 2025, payable on May 26, 2025, to shareholders of record as of May 8, 2025. (1)(1)

23 Non-GAAP Reconciliation ($000s) 2024Q1 2024Q2 2024Q3 2024Q4 2025Q1 Net Income Available to Common Shareholders $12,133 $11,771 $12,301 $13,232 $13,742 Less: BOLI Death Benefit Income 1,460 487 4 615 83 Plus: Merger and Acquisition Expenses 0 0 109 436 314 Less: Tax Effect of Merger and Acquisition Expenses 0 0 23 92 66 Net Income Excluding Non-Recurring Expenses $10,673 $11,284 $12,383 $12,961 $13,907 Weighted Average Shares Outstanding 16,567,902 16,576,283 16,612,657 18,338,224 19,355,867 Core Earnings Per Common Share Excluding Non-Recurring Expenses $0.64 $0.68 $0.75 $0.71 $0.72 Source: S&P Global Market Intelligence, Company Filings. For the Years Ended December 31, As of March 31, 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025Q1 Net Income Available to Common Shareholders $5,701 $6,528 $7,804 $7,089 $10,596 $17,701 $26,209 $29,319 $54,806 $37,397 49,437 $13,742 Less: BOLI Death Benefit Income 0 0 0 0 0 0 0 0 0 0 2,566 83 Plus: Merger and Acquisition Expenes 573 762 0 619 4,790 0 0 12,947 623 8,520 545 314 Less: Tax Affect of Merger and Acquisition Expenses 120 160 0 130 1,006 0 0 2,719 131 1,789 115 66 Net Income Excluding Non-Recurring Expenses $6,154 $7,130 $7,804 $7,578 $14,380 $17,701 $26,209 $39,547 $55,298 $44,128 $47,301 $13,907 Weighted Average Shares Outstanding 3,495,705 4,112,159 4,239,630 4,252,561 7,091,797 8,492,073 8,443,092 10,819,579 15,934,635 16,350,963 17,070,862 19,355,867 Core Earnings Per Common Share Ex. Non-Recurring Expenses $1.76 $1.73 $1.84 $1.78 $2.03 $2.08 $3.10 $3.66 $3.47 $2.70 $2.77 $0.72 Average Assets $734,236 $883,928 $1,001,452 $1,103,439 $1,665,721 $2,166,964 $2,758,429 $3,520,504 $4,476,174 $4,883,087 $5,412,979 $5,491,763 Core Return on Average Assets Ex. Non-Recurring Expenses 0.84% 0.81% 0.78% 0.69% 0.86% 0.82% 0.95% 1.12% 1.24% 0.90% 0.87% 1.01%

24 Non-GAAP Reconciliation Source: S&P Global Market Intelligence, Company Filings. ($000s) As of December 31, As of March 31, 2018 2019 2020 2021 2022 2023 2024 2025Q1 Total Common Equity $223,209 $237,874 $255,688 $490,076 $512,099 $542,350 $655,018 $667,933 Goodwill 62,840 62,840 62,840 113,835 114,231 127,031 128,160 128,160 Other Intangibles 7,221 5,758 4,360 9,436 7,260 6,479 6,242 5,814 Less: Total Intangible Assets 70,061 68,598 67,200 123,271 121,491 133,510 134,402 133,974 Tangible Common Equity $153,148 $169,276 $188,488 $366,805 $390,608 $408,840 $520,616 $533,959 Total Assets $2,077,981 $2,231,175 $2,998,948 $4,689,425 $4,486,257 $5,290,792 $5,470,362 $5,546,026 Goodwill 62,840 62,840 62,840 113,835 114,231 127,031 128,160 128,160 Other Intangibles 7,221 5,758 4,360 9,436 7,260 6,479 6,242 5,814 Less: Total Intangible Assets 70,061 68,598 67,200 123,271 121,491 133,510 134,402 133,974 Tangible Assets $2,007,920 $2,162,577 $2,931,748 $4,566,154 $4,364,766 $5,157,282 $5,335,960 $5,412,052 Tangible Common Equity / Tangible Assets 7.63% 7.83% 6.43% 8.03% 8.95% 7.93% 9.76% 9.87% Tangible Book Value Per Share $18.10 $19.96 $22.39 $22.99 $24.59 $24.67 $26.90 $27.58

25 Non-GAAP Reconciliation ($000s) 2024Q1 2024Q2 2024Q3 2024Q4 2025Q1 Net Income Available to Common Shareholders $12,133 $11,771 $12,301 $13,232 $13,742 Plus: Intangible Amortizations, Net of Tax 338 336 363 372 338 $12,471 $12,107 $12,664 $13,604 $14,080 Average Shareholder's Equity $546,001 $553,675 $565,300 $623,670 $660,964 Less: Average Goodwill 127,031 127,031 127,773 128,160 128,160 Less: Average Core Deposit and Other Intangibles 6,259 5,833 6,424 6,468 6,023 Average Tangible Shareholder's Equity $412,711 $420,811 $431,103 $489,042 $526,781 Return on Average Tangible Common Equity 12.15% 11.57% 11.69% 11.07% 10.84% Source: S&P Global Market Intelligence, Company Filings.