Joan E. Dickinson
About Joan E. Dickinson
Joan E. Dickinson is Senior Executive Vice President and Chief Retail Officer of Mid Penn Bank, serving in this role since August 2021; she previously was Executive Vice President and Chief of Staff (October 2018–August 2021), Regional President (December 2017–October 2018), Commercial Loan Manager (February 2017–December 2017), and Senior Vice President (January 2014–October 2018) . She was 60 years old as of March 3, 2025 . Company performance during her tenure as CRO has featured total shareholder return (TSR) values of $149.57 (2021), $97.07 (2022), $83.97 (2023), and $122.74 (2024) on a $100 base, alongside net income of $29.3M (2021), $54.8M (2022), $37.4M (2023), and $49.4M (2024), with ROATCE of 11.68%, 14.54%, 10.37%, and 11.60%, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mid Penn Bank | Senior EVP & Chief Retail Officer | Aug 2021–Present | Leads retail banking franchise (role/title disclosure) |
| Mid Penn Bank | EVP & Chief of Staff | Oct 2018–Aug 2021 | Executive staff leadership (role/title disclosure) |
| Mid Penn Bank | Regional President | Dec 2017–Oct 2018 | Regional leadership (role/title disclosure) |
| Mid Penn Bank | Commercial Loan Manager | Feb 2017–Dec 2017 | Commercial lending management (role/title disclosure) |
| Mid Penn Bank | Senior Vice President | Jan 2014–Oct 2018 | Senior management role (role/title disclosure) |
External Roles
- Not disclosed in proxy and 8-K filings reviewed.
Fixed Compensation
| Metric | 2020 | 2021 |
|---|---|---|
| Base Salary ($) | 234,848 | 244,363 |
| All Other Compensation ($) | 23,457 | 27,842 |
| All Other Comp – Key Perqs | 401(k) match $10,615; life insurance $934; vehicle use $2,292; medical waiver $1,040; country club $8,471; other $105 | 401(k) match $10,676; life & disability $934; vehicle use $2,290; medical waiver $1,040; country club $12,797; other $105 |
Performance Compensation
| Metric | 2020 | 2021 |
|---|---|---|
| Bonus ($) | 50,000 (incl. one-time discretionary and 2019/2020 retention vesting) | 5,000 (incl. 2019/2020 retention vesting) |
| Non-Equity Incentive Plan ($) | 30,000 | 20,000 |
| Stock Awards – Grant Date Fair Value ($) | 7,460 | 14,225 |
| Stock Vested – Shares (#) | 100 | 200 |
| Stock Vested – Value ($) | 1,865 | 5,304 |
- Short-term incentive plan: awards driven by corporate and individual goals; Board-approved net income targets were central to payout determinations in the broader program (context applies to NEO program; CRO not a 2024 NEO) .
- Equity awards historically granted as restricted stock under the 2014 Restricted Stock Plan (expired in 2024) with typical 25% annual vesting per grant .
Equity Award Vesting Mechanics (historical grants)
- 2019–2021 restricted stock grants vest 25% on each anniversary; unvested shares generally forfeited upon termination; death vests current-year tranche .
Equity Ownership & Alignment
| Metric | 2020 | 2021 | 2022 |
|---|---|---|---|
| Beneficial Ownership – Shares (#) | 341 | 538 | 1,697 |
| Ownership % of Class | <1% (*) | <1% (*) | <1% (*) |
| Unvested RSUs/Shares (#) | 700 | 1,000 | — |
| Unvested RSUs/Shares – MV ($) | 15,330 | 31,740 | — |
(*) Company denotes less than 1% of common shares outstanding for named holders in tables .
- Pledging/hedging: No disclosure identifying pledged or hedged shares by Dickinson in reviewed filings.
- Stock ownership guidelines: Not disclosed for Dickinson in reviewed filings.
- Options: No stock option awards outstanding or granted in 2020–2021; company did not grant options to NEOs in 2024 (program context) .
Employment Terms
| Provision | Key Terms |
|---|---|
| SERP (Supplemental Executive Retirement Plan) | $60,000 annual benefit, payable monthly over 15 years upon separation at normal retirement age (70), disability, death, or within 2 years post change in control; vests annually to be fully vested by January 1, 2028; contains non-compete and non-solicitation; Section 280G cutback election; no excise tax gross-up . |
| Change-in-Control Agreements (Program) | Double-trigger structure for NEOs: lump sum multiples, welfare continuation, and accelerated equity; clawback and recoupment protections; non-solicit durations post-termination; Section 280G cutback; no gross-up . |
| Potential Payments (CoC) – 2020 | Severance $474,164; SERP (unvested portion) $900,000; welfare continuation $0; accelerated restricted stock $15,330; total $1,389,494 (assumes termination at 12/31/2020) . |
| Potential Payments (CoC) – 2021 | Severance $500,000; SERP (unvested portion) $708,750; welfare continuation $0; accelerated restricted stock $31,740; total $1,240,490 (assumes termination at 12/31/2021) . |
| Clawback Policy | All awards under the Stock Incentive Plan are subject to the Corporation’s Clawback Policy . |
Deferred Compensation (SERP)
| Year | Registrant Contributions ($) | Aggregate Balance at FYE ($) |
|---|---|---|
| 2020 | 18,924 | 18,924 |
| 2021 | 49,293 | 68,217 |
Performance & Track Record
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| TSR ($100 base) | 149.57 | 97.07 | 83.97 | 122.74 |
| Net Income ($) | 29,319,501 | 54,805,501 | 37,397,102 | 49,437,348 |
| ROATCE (%) | 11.68 | 14.54 | 10.37 | 11.60 |
- These company-level metrics provide context for Dickinson’s tenure as CRO (appointed August 2021), indicating profitability and shareholder return variability through rate cycle and acquisition integration .
Compensation Structure Analysis
- Shift in pay mix reflects emphasis on cash incentives and restricted stock (no options) during 2020–2021 for Dickinson; equity risk profile lower vs options .
- Retention mechanisms include SERP vesting through 2028 and prior retention bonus vesting in 2019–2021, strengthening retention but limiting immediate cash payouts absent performance .
- Program-level changes: transition from the 2014 Restricted Stock Plan to a 2023 omnibus Stock Incentive Plan with clawback coverage; broader instrument flexibility (options, RS, SARs, DSUs, PSUs) .
Say-on-Pay & Shareholder Feedback
- Over 90% approval of executive compensation in the 2021 annual meeting advisory vote (program-level indicator) .
- Compensation Committee oversight and use of independent compensation consultants (Newcleus Compensation Advisors for peer group analysis) .
Equity Ownership & Alignment
- Dickinson’s beneficial ownership increased from 341 (2020) to 1,697 shares (2022), remaining below 1% of outstanding shares; unvested restricted stock totaled 700 (2020) and 1,000 (2021) shares .
- No pledged shares disclosed; ownership guidelines not disclosed for Dickinson .
Employment Terms – Additional Detail
- Non-compete and non-solicit covenants embedded in SERP; violation can result in forfeiture of unpaid benefits .
- Program-level change-in-control agreements use double-trigger mechanics with specified “good reason” definitions (material diminution of duties, relocation >50 miles, material decrease in pay/benefits) .
Investment Implications
- Alignment: Restricted stock awards and a long-dated SERP (vesting to 2028) support retention and long-term alignment; clawback policy enhances governance .
- Selling pressure: Small equity holdings and measured unvested balances suggest low near-term insider selling pressure from scheduled vesting alone .
- Retention and change-in-control: SERP plus double-trigger change-in-control protections reduce transition risk and create predictable severance economics; no 280G tax gross-up reduces shareholder-unfriendly optics .
- Execution risk: Company performance through 2021–2024 shows variability in TSR and earnings amid macro and M&A integration; retail leadership continuity provides operational stability within a conservative compensation framework .