Joel L. Frank
About Joel L. Frank
Joel L. Frank (age 63) has served as an independent director of Mid Penn Bancorp (MPB) since 2023. He is Chairman, Managing Partner, and Executive Committee Chairman of Lamb McErlane PC, with a legal career focused on commercial and civil litigation, attorney/judicial discipline, ethical matters, and election law; he holds a BA in criminal justice (University of Delaware) and a JD (Widener University School of Law). He is rated “AV Preeminent” by Martindale-Hubbell and has been a Pennsylvania Super Lawyer each year since 2005 . As of the 2025 proxy snapshot, he is disclosed as independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lamb McErlane PC | Chairman, Managing Partner, Executive Committee Chairman | Not disclosed | Legal/regulatory expertise; executive leadership |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Alex’s Lemonade Stand Foundation | National Board of Directors | Non-profit | Community engagement |
| Zoological Society of Philadelphia | Board of Directors; Executive Board | Non-profit | Governance role |
| Pennsylvania State Athletic Commission | Commissioner | State commission | Public service |
Board Governance
- Independence: The Board reports 11 of 12 directors are independent; Frank is listed as independent .
- Committee memberships and leadership (2024 activity):
- Executive Committee (member)
- Nominating & Corporate Governance (member)
- Risk Committee (Chair; joint Corporation/Bank)
- Attendance and engagement:
- Board held 14 meetings; each director attended ≥85% of the aggregate Board and committee meetings .
- All directors attended the 2024 Annual Meeting .
- Independent directors met in executive session one time in 2024; the Lead Independent Director is John E. Noone .
| Committee | Role | Meetings Held in 2024 |
|---|---|---|
| Executive (Corporation only) | Member | 3 |
| Nominating & Corporate Governance (Corporation only) | Member | 4 |
| Risk (Joint) | Chair | 4 |
Fixed Compensation (Director Pay)
| Component | Amount | Notes |
|---|---|---|
| Annual Board Fee (standard for non-Lead directors, 2024) | $55,000 | Program structure; Lead Independent Director received $87,500 |
| Committee Chair Fee | $7,500 | Program structure |
| Committee Vice Chair Fee | $2,500 | Program structure |
| Fees Earned or Paid in Cash – Joel L. Frank (2024) | $62,500 | Reflects Board fee plus committee chair role |
| All Other Compensation – Joel L. Frank (2024) | $20,560 | Lump sum from termination of Director Retirement Plan (paid ~Oct 1, 2024) |
| Total – Joel L. Frank (2024) | $103,080 | Sum of cash fees, stock awards value, and other comp |
- Deferred fee plan: In 2024, participants listed were Abel ($50,500), Kiefer ($55,000), Mowery ($58,750), Noone ($43,750); Frank not listed as a participant .
- Director Retirement Plan: Board terminated the plan in 2023; lump sums paid ~Oct 1, 2024; Frank’s “All Other Compensation” reflects this payout .
Performance Compensation (Director Equity)
| Grant Date | Shares Granted | Fair Value per Share | Grant Value | Vesting | Clawback Policy |
|---|---|---|---|---|---|
| Apr 1, 2024 | 999 | $20.04 | $20,020 | One-year vesting restriction | All awards under Stock Incentive Plan subject to Clawback Policy |
- Equity program context: In 2023 shareholders approved a new omnibus Stock Incentive Plan (up to 350,000 shares; enables options, RS, SARs, DSUs, PSUs); awards subject to clawback .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed (public company boards) | — | — | — |
| Lamb McErlane PC | Private law firm | Managing Partner | No related-party transactions with Frank disclosed by MPB |
- Related-person transactions: The proxy discloses lease arrangements with an entity affiliated with director Noone and certain family employment items; it explicitly states neither the Corporation nor the Bank entered into other material transactions with any other director/executive or associate (which would include Frank) .
Expertise & Qualifications
- Legal/regulatory expertise; litigation and ethics discipline specialization .
- Executive leadership credentials (managing partner; committee chair experience) .
- Community and public service roles, reflecting stakeholder engagement .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Joel L. Frank | 8,841 | <1% (*) | Includes 999 shares of restricted stock |
- Director stock ownership guidelines: Adopted in 2023; directors seeking re-election must beneficially own minimum value thresholds (Second term $75,000; Third $150,000; Fourth $225,000; Fifth $300,000), measured by shares multiplied by the greater of tangible book value per share or stock price as of month-end prior to nomination . Compliance status for Frank not determinable from disclosed values.
Governance Assessment
- Positives:
- Independent director with legal/regulatory expertise; chairs Risk Committee (a key oversight area) .
- Strong attendance (≥85%) and Annual Meeting participation; Board maintains executive sessions led by a Lead Independent Director .
- Equity ownership and annual restricted stock grant support alignment; awards are subject to clawback under Stock Incentive Plan .
- No related-party transactions involving Frank disclosed, mitigating conflict concerns .
- Watch items:
- External law firm leadership could present potential conflicts if services were provided to MPB; current proxy explicitly reports no other material transactions, but ongoing monitoring is prudent .
- Ownership guideline compliance cannot be assessed without the guideline valuation inputs; monitor at re-nomination cycles .
Say-on-pay sentiment (context): Over 94% approval at 2024 annual meeting for executive compensation, indicating generally favorable shareholder views on pay practices, though not director-specific .