Mid Penn Bancorp (NASDAQ: MPB) sets change-in-control terms for COO Stewart
Rhea-AI Filing Summary
Mid Penn Bancorp, Inc. describes a change in control agreement between its wholly owned subsidiary Mid Penn Bank and First Executive Vice President and Chief Operating Officer Dana R. Stewart, effective July 31, 2026. The agreement has a fixed three-year term with automatic one-year renewals and a double-trigger structure requiring both a change in control of the Corporation and either an involuntary termination without "cause" or a voluntary resignation for "good reason" for benefits to be paid. Upon a qualifying termination on or within twelve months after a change in control, Mr. Stewart is entitled to a lump-sum cash payment equal to 2.25 times his highest annual base salary in the prior twelve months, plus continued eligibility for medical, vision, and dental coverage for twenty-seven months or a cash payment equal to the estimated after-tax cost of comparable benefits. Depending on the termination circumstances, Mr. Stewart is subject to non-solicitation covenants lasting up to twelve months for employees and up to six months for customers.
Positive
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8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Severance multiple: 2.25 times highest annual base salary
Agreement initial term: Three-year term
Post–change in control window: Twelve months
+3 more
6 metrics
Severance multiple
2.25 times highest annual base salary
Lump-sum cash payment upon qualifying termination after change in control
Agreement initial term
Three-year term
Commencing July 31, 2026, with automatic one-year renewals
Post–change in control window
Twelve months
Period after change in control during which a qualifying termination triggers benefits
Health benefits duration
Twenty-seven months
Continued eligibility for medical, vision, and dental plans or cash equivalent
Employee non-solicitation period
Twelve months
Applies after both for-cause and qualifying terminations, with differing customer terms
Customer non-solicitation period
Six months
Applies when Mr. Stewart is terminated without cause or resigns for good reason
Key Terms
change in control agreement, double-trigger, good reason, non-solicitation covenant
4 terms
change in control agreement regulatory
"entered into a change in control agreement providing for certain severance benefits"
double-trigger regulatory
"The agreement has a "double-trigger" payment feature requiring both a change in control"
good reason regulatory
"voluntary termination of employment by Mr. Stewart for "good reason""
non-solicitation covenant regulatory
"he will be subject to a twelve month non-solicitation covenant"
A non-solicitation covenant is a contract clause that stops one party from actively recruiting or doing business with the other party’s employees, customers or suppliers for a set time. Think of it as a temporary “do not lure” rule that protects relationships and team members after a deal or employment change. For investors, it reduces the risk that key staff or clients will be poached, helping protect revenue, integration plans and the value of the investment.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What executive agreement did Mid Penn Bancorp (MPB) disclose for Dana R. Stewart?
Mid Penn Bancorp disclosed a change in control agreement for Dana R. Stewart, First Executive Vice President and COO of Mid Penn Bank, providing severance and benefits upon certain terminations following a corporate change in control, subject to specified eligibility conditions and covenants.
How is the severance benefit for Dana R. Stewart at MPB calculated?
If eligibility conditions are met, Mr. Stewart receives a lump-sum cash payment equal to 2.25 times his highest annual base salary in effect during the twelve months before termination, payable following a qualifying termination after a change in control of the Corporation.
What is the term of Dana R. Stewart’s change in control agreement at MPB?
The agreement has a fixed three-year term commencing July 31, 2026, with automatic annual one-year renewals thereafter, unless either the Bank or Mr. Stewart provides notice of non-renewal, allowing the arrangement to continue on a rolling basis.
What health benefits does MPB’s change in control agreement provide to Dana R. Stewart?
Following a qualifying termination after a change in control, Mr. Stewart and his beneficiaries may continue in the Bank’s medical, vision, and dental programs for twenty-seven months, or instead receive a cash payment equal to estimated after-tax costs of similar coverage.
What non-solicitation covenants apply to Dana R. Stewart under MPB’s agreement?
If terminated for cause or he resigns without good reason, Mr. Stewart faces a twelve-month non-solicitation for customers and employees. For an involuntary termination without cause or for good reason, the covenant lasts twelve months for employees and six months for customers.
When do severance benefits become payable under MPB’s change in control agreement?
Benefits are payable only under a double-trigger: a change in control of the Corporation plus Mr. Stewart’s qualifying termination on or within twelve months after that change, either without "cause" or for "good reason" as defined in the agreement.