Brian A. Hudson, Sr.
About Brian A. Hudson, Sr.
Brian A. Hudson, Sr. (age 70) has served on the Mid Penn Bancorp, Inc. Board since 2021 and is classified as an independent director. He is a CPA, CGMA, and Certified Treasury Professional, with nearly 20 years as Executive Director and CEO of the Pennsylvania Housing Finance Agency. He is designated as an SEC “financial expert” and currently chairs the Audit Committee at Erie Indemnity Company (Nasdaq). Education: B.S. in Business Administration, The Pennsylvania State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pennsylvania Housing Finance Agency (PHFA) | Executive Director & CEO | ~20 years prior to retirement | Led statewide affordable housing finance programs |
| Federal Home Loan Bank of Pittsburgh | Director & Audit Committee Chair | Not specified | Audit oversight, financial governance |
| Federal Reserve Board Consumer Advisory Council | Member | Not specified | Consumer finance advisory to the Fed |
| National Council of State Housing Agencies | Past President; Former Board Member | Not specified | Industry leadership and policy influence |
| Commonwealth Cornerstone Group | Past Chair | Not specified | Community development finance leadership |
| National Housing Trust | Former Board Member | Not specified | Affordable housing policy and advocacy |
External Roles
| Organization | Role | Committee/Designation | Listing/Type |
|---|---|---|---|
| Erie Indemnity Company | Director; Audit Committee Chair | SEC Financial Expert | Nasdaq-listed public company |
| Community Development Trust | Director | Not specified | Private/mission-driven housing finance |
| Penn State Health Milton S. Hershey Medical Center | Director | Not specified | Non-profit/academic medical center |
Board Governance
- Independence: MPB’s Board is 92% independent; all non-executive directors (including Hudson) are independent under Nasdaq rules .
- Attendance: All directors attended the 2024 Annual Meeting; each director attended at least 85% of combined Board and committee meetings in 2024 .
- Executive sessions: Independent directors met in executive session in October 2024 .
- Leadership: Audit Committee has three SEC-defined “financial experts” (Hudson, Noone, Abel). Lead Independent Director: John E. Noone .
Committee assignments
| Committee | Role | Financial Expert | Meetings in 2024 |
|---|---|---|---|
| Audit (Corporation only) | Vice Chair | Yes | 7 |
| Nominating & Corporate Governance (Corporation only) | Member | — | 4 |
| Risk (Joint Corp/Bank) | Member | — | 4 |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual Board Retainer | $55,000 | Standard non-employee director fee |
| Audit Vice Chair Stipend | $2,500 | Vice chair annual fee |
| Meeting/Other Board Fees | $0 | No disclosed per-meeting fees for Hudson |
| All Other Compensation | $8,224 | Lump sum from termination of Director Retirement Plan (paid ~Oct 1, 2024) |
| Total Cash & Other | $65,724 | Sum of cash + other |
| Equity Grant (see next section) | $20,020 | Value of 999 restricted shares |
| Total 2024 Compensation | $85,744 | Per director compensation table |
Compensation mix and changes
- 2024 mix (one-time element noted): Cash + other $65,724 vs equity $20,020; the “other” reflects a one-time retirement plan termination payment, not an ongoing feature .
- Non-employee director equity granted annually; board fees benchmarked to peer banks by asset size and market .
Performance Compensation
| Award Type | Grant Date | Shares | Fair Value/Share | Grant Fair Value | Vesting |
|---|---|---|---|---|---|
| Restricted Stock | Apr 1, 2024 | 999 | $20.04 | $20,020 | One-year restriction (time-based) |
- No director options or PSUs disclosed; director equity is time-based restricted stock (no performance metrics) .
Other Directorships & Interlocks
| Company | Industry | Potential Interlock Consideration |
|---|---|---|
| Erie Indemnity Company (Nasdaq) | Insurance | External oversight experience; no direct competitive conflict with MPB’s banking operations identified |
| Community Development Trust | Housing finance | Mission alignment with Hudson’s expertise; no MPB conflict disclosed |
| Penn State Health Milton S. Hershey Medical Center | Healthcare | Non-profit governance; no MPB conflict disclosed |
Expertise & Qualifications
- Technical credentials: CPA, CGMA, Certified Treasury Professional; SEC financial expert .
- Domain expertise: Affordable housing finance, audit and risk oversight, public sector program management .
- Board qualifications: Designated financial expert on MPB Audit Committee; deep accounting/finance background .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Class | Note |
|---|---|---|---|
| Brian A. Hudson, Sr. | 7,414 | * (<1%) | Includes 999 restricted shares (unvested as of Mar 3, 2025) |
Breakdown
- Unvested: 999 restricted shares; Vested: 6,415 shares (remainder of beneficial total) .
- Ownership policy: Directors seeking re-election must meet stock ownership minimums by term (Second: $75k; Third: $150k; Fourth: $225k; Fifth: $300k) based on greater of tangible book value per share or stock price at month-end prior to nomination; compliance status for Hudson not disclosed .
- Hedging policy: Directors prohibited from day trading, short selling, and transactions in derivatives of MPB securities; trades subject to pre-clearance and blackout periods .
Governance Assessment
-
Strengths:
- Financial expertise and Audit Vice Chair role support strong board oversight of financial reporting, internal controls, and audit independence; Hudson is one of three SEC “financial experts” on the Audit Committee .
- Independence confirmed; attendance strong (≥85%), and full participation in the 2024 Annual Meeting; independent executive session held in Oct 2024 .
- Ownership alignment supported by annual director restricted stock grants and board-level stock ownership guidelines adopted in 2023 .
-
Potential risks/RED FLAGS to monitor:
- Proximity to mandatory retirement (age 72) could necessitate board refresh within two years; mitigate via succession planning for Audit leadership roles .
- Multiple external commitments (Erie Indemnity chairing Audit; other boards) increase time demands; no attendance shortfall disclosed, but ongoing monitoring advisable .
- No Hudson-specific related party transactions disclosed; board has formal approval process for related person transactions >$120k, with examples focused on other directors (e.g., leases with Noone’s affiliate) .
-
Shareholder signals:
- 2024 say-on-pay support >94% indicates broad investor confidence in MPB’s compensation governance framework .
-
Compensation governance context:
- Director compensation benchmarked to peers; equity grants time-based and modest; deferred fee plan available (Hudson not listed as a 2024 participant) .
- Clawback applies to awards under MPB’s 2023 Stock Incentive Plan (executives); director 2024 grants are restricted stock with one-year vest per board policy .
Overall, Hudson’s audit leadership, independence, and deep finance credentials are positives for board effectiveness; limited conflict exposure and strong attendance further support investor confidence. Watch for retirement timing and workload balance across external boards.
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