Bruce A. Kiefer
About Bruce A. Kiefer
Independent director of Mid Penn Bancorp (MPB) since 2023; age 65. Retired August 2024 after a 40-year career at The Hershey Company in R&D and Quality & Regulatory, including roles overseeing the Laboratory Information Management System and serving as Chemical Hygiene Officer. Managing partner of Lawrence Keister & Co.; completed Bank Director Certification (Nov 2023) and DHS Nationwide Suspicious Activity Reporting training (Nov 2024). Education: B.S. in Chemistry (Dickinson College) and M.S. in Food Science (Penn State). Independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Hershey Company | Chemist; Manager in R&D and Quality & Regulatory; Chemical Hygiene Officer; LIMS oversight | Retired Aug 2024 after 40-year career | Scientific and regulatory oversight; systems/data governance |
| Pedal for Goodness (Tour de Chocolate Town) | Founding member | Not disclosed | Community fundraising/charity impact |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lawrence Keister & Co. (PA general partnership) | Managing Partner | Current | Shared voting/investment power over MPB shares via partnership |
| Institute of Food Technologists – Keystone Section | Treasurer; Scholarship Committee member | >25 years | Financial oversight; scholarship governance |
| Food Industry Group Food Science Alumni Association | Treasurer | >20 years | Alumni engagement; financial stewardship |
| DHS Nationwide SAR Initiative | Certificate awarded Nov 2024 | 2024 | Training completion |
| Bank Director Certification Program | Certification completed Nov 2023 | 2023 | Director education benchmark |
Board Governance
- Committees: Audit (member), Nominating & Corporate Governance (member), Risk (member). Not designated Audit Financial Expert.
- Independence: Board is 92% independent; Kiefer is independent under Nasdaq standards.
- Attendance: Board held 14 meetings in 2024; each director attended ≥85% of Board/committee meetings; all directors attended the 2024 Annual Meeting.
- Executive sessions: Independent directors met at least annually; meeting held Oct 2024.
- Ownership guidelines: Directors seeking re-election must meet escalating minimum ownership values; Kiefer’s beneficial ownership far exceeds requirements.
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 7 | Audit FE designations held by Noone, Abel, Hudson; Kiefer not listed as FE |
| Nominating & Corporate Governance | Member | 4 | Oversees board composition, ESG oversight |
| Risk | Member | 4 | Reviews ERM, cybersecurity, asset quality, liquidity |
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Annual Board fee | $55,000 | Standard non-employee director fee |
| Committee chair/vice fees | $0 | Not a chair/vice chair |
| Restricted stock (grant-date value) | $20,020 | 999 shares @ $20.04/share granted Apr 1, 2024; one-year vest |
| All Other Compensation | $0 | No director retirement plan lump-sum recorded for Kiefer |
| Total | $75,020 | Sum of cash and stock award |
| Deferred fee plan election | $55,000 | Deferred 100% of annual Board fee for 2024 |
Performance Compensation
- Directors receive time-based restricted stock; no disclosed performance-based metrics (no PSUs/options for directors in 2024).
- Clawback policy applies to awards under Stock Incentive Plan; RSU vest typically time-based for directors (one year for 2024 grants).
| Metric/Element | Grant Date | Units/Shares | Fair Value | Vesting & Terms |
|---|---|---|---|---|
| Restricted Stock (Director grant) | Apr 1, 2024 | 999 shares | $20,020 | One-year vest; standard director equity; subject to clawback policy |
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | Proxy does not list other public company board roles for Kiefer |
Expertise & Qualifications
- Scientific/regulatory operations; lab systems; safety compliance; management experience.
- Director education: Bank Director Certification (Nov 2023); DHS SAR training (Nov 2024).
- Not designated an SEC Audit Financial Expert.
Equity Ownership
| Ownership Category (as of Mar 3, 2025) | Shares | Notes |
|---|---|---|
| Family partnership (Lawrence Keister & Co.) | 1,003,259 | Kiefer is a managing partner; shares counted towards his beneficial ownership |
| Individually owned | 36,285 | Direct holding |
| Jointly with spouse | 1,000 | Joint holding |
| Restricted stock (unvested at snapshot) | 999 | From Apr 1, 2024 grant |
| Child’s account | 388 | Beneficially owned |
| Total beneficial ownership | 1,041,931 | 5.4% of outstanding shares |
| Shares pledged as collateral | Not disclosed | No pledging disclosure in proxy |
Governance Assessment
- Positives:
- Strong independence and engagement (≥85% meeting attendance; independent director; multiple committee memberships including Audit and Risk).
- Significant “skin in the game”: 5.4% beneficial ownership via family partnership plus personal holdings; exceeds director ownership guidelines by a wide margin.
- Anti-hedging/derivatives prohibited; insider trading policy with pre-clearance and blackout periods.
- Considerations / RED FLAGS:
- Related-party exposure: Brother (Lawrence Kiefer) employed at the Bank and earned >$120,000 in 2024; employment reviewed/approved under the Related Person Transactions Policy.
- Family partnership interlock: Lawrence Keister & Co. is a 5%+ holder; Kiefer is managing partner sharing voting/investment power—beneficial for alignment but presents potential conflicts that require ongoing Board oversight and recusal as appropriate.
- Audit Committee composition: Kiefer serves on Audit but is not designated a financial expert; ensure adequate financial expertise coverage by committee chairs/vice chairs.
Overall: Governance practices (independence, attendance, ownership alignment, anti-hedging) support investor confidence, but the family partnership stake and sibling employment constitute related-party sensitivities that should be monitored and managed through strict adherence to the related-party approval and recusal policies.