John E. Noone
About John E. Noone
Independent director, Audit Committee Chair, and Lead Independent Director at Mid Penn Bancorp, Inc. (MPB). Age 65; director since 2012; career spans accounting (CPA), commercial banking, and entrepreneurship, currently President of Shamrock Investments, LLC (formed 2007) . Education: B.S. in business (accounting concentration) from Marywood University; completed Central Pennsylvania School of Commercial Banking (Bucknell) and Advanced Commercial Lending School (University of Virginia) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pennsylvania National Bank | Vice President; Regional Commercial Banking Manager (Harrisburg, PA) | Not disclosed | Managed commercial banking division |
| McCann School of Business | Acquirer/Owner | Acquired 1993 | Entrepreneurial leadership |
| Higher Education Solutions, LLC | Founder | Founded 2003 | Education services entrepreneurship |
| Shamrock Investments, LLC | President | Formed 2007; current | Invests in commercial real estate and private business equity |
| Pennsylvania Economic Development Financing Authority | Director | Not disclosed | Public finance oversight |
| Pennsylvania Chamber of Business and Industry | Director | Not disclosed | Business advocacy |
| Various civic and community organizations | Board member | Not disclosed | Community engagement |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Pennsylvania Economic Development Financing Authority | Director | Past | Public finance body |
| Pennsylvania Chamber of Business and Industry | Director | Past | State chamber |
| Various civic/community organizations | Board member | Past | Not specified |
No current public-company directorships disclosed for Mr. Noone beyond MPB .
Board Governance
- Lead Independent Director; responsibilities include presiding over independent director sessions, liaising with Chair/CEO and major shareholders, and calling executive sessions; independent directors met in October 2024 .
- Independence: Board determined all non-executive directors (including Noone) are independent under Nasdaq rules; exceptions only for CEO Rory G. Ritrievi .
- Attendance: All directors attended the 2024 Annual Meeting; each director attended ≥85% of Board and committee meetings in 2024 .
- Board activity: 14 Board meetings and one independent Board meeting in 2024 .
Committee assignments and activity:
| Committee | Role (Noone) | Meetings Held (2024) |
|---|---|---|
| Audit (Corporation only) | Chair; Financial Expert (SEC/Nasdaq) | 7 |
| Executive (Corporation only) | Member | 3 |
| Nominating & Corporate Governance (Corporation only) | Member | 4 |
Fixed Compensation
Director compensation (2024):
| Component | Amount |
|---|---|
| Fees earned (cash) | $87,500 (Lead Independent Director and Committee Chair) |
| Stock awards | $20,020 (999 RS shares; grant date 4/1/2024; $20.04/share FMV; 1-year vest) |
| All other compensation | $45,232 (lump sum from termination of Director Retirement Plan) |
| Total | $152,752 |
Additional compensation elements:
- Deferred Fee Plan election: deferred $43,750 of director fees for 2024 (payout upon termination; lump sum or installments; beneficiary rights upon death) .
- Director Retirement Plan: terminated in 2024; lump-sum distribution on/about Oct 1, 2024 included in “All other compensation” .
Performance Compensation
Director equity grant terms (2024):
| Grant Date | Shares | Fair Value/Share | Total Grant FV | Vesting |
|---|---|---|---|---|
| 4/1/2024 | 999 | $20.04 | $20,020 | One-year vest; time-based |
- No performance metrics (e.g., revenue/EBITDA/TSR) tied to director equity grants disclosed; director awards under the 2023 Stock Incentive Plan are subject to the Corporation’s Clawback Policy .
Other Directorships & Interlocks
Related-party exposure:
- Bank branch leases with entity affiliated with Mr. Noone (he is 98% limited partner); locations Mechanicsburg and Frackville, PA; aggregate lease payments approximately $175,000 in 2024. Board considered these arrangements and concluded they do not impact Mr. Noone’s independence .
Expertise & Qualifications
- CPA background; extensive experience in accounting, commercial banking, lending, and entrepreneurial investing .
- Audit Committee Financial Expert designation; Board cites accounting and financial management expertise .
- Board rationale: adds value through business experience and accounting/banking background; qualifies to serve as Lead Independent Director .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| John E. Noone | 66,427 | * | Includes 40,400 shares held in a Trust and 999 shares of restricted stock |
- Outstanding common shares: 19,355,997 as of 3/3/2025 (context for percentage of class) .
- Director stock ownership guidelines (re-election minimums by term: $75k/$150k/$225k/$300k; value based on greater of tangible book or stock price): policy adopted in 2023; compliance by individual directors not specifically disclosed .
Governance Assessment
-
Strengths:
- Lead Independent Director role enhances counterbalance to combined Chair/CEO structure; explicit responsibilities and independent director executive session held in October 2024 support effective oversight .
- Audit Committee chaired by Noone with Financial Expert designation, reinforcing financial reporting rigor; Audit Committee pre-approval and independence controls disclosed .
- Attendance and engagement strong (≥85% meeting attendance; full annual meeting attendance) .
- Anti-hedging and pre-clearance trading policies reduce misalignment/insider risk; quarterly blackout periods enforced .
-
Potential risks/RED FLAGS:
- Related-party leases with Noone-affiliated entity (~$175,000 in 2024) create perceived conflict risk, though Board reviewed and affirmed independence; continued transparent disclosure and recusal practices are critical .
- Combined Chair/CEO structure relies on robust Lead Independent Director function; oversight effectiveness depends on independent directors’ assertiveness and frequency of executive sessions .
-
Compensation alignment:
- Director pay mix includes cash retainer and time-vested equity; no performance-based metrics tied to director compensation disclosed (typical for community banks), but ownership guidelines instituted to enhance alignment .
- Participation in Deferred Fee Plan indicates long-term alignment and deferral discipline; clawback applicability under Stock Incentive Plan adds governance safeguard .
-
Shareholder sentiment:
- Say-on-pay approval for executives was >94% in 2024, signaling supportive governance/compensation posture; while focused on NEOs, it reflects broader investor confidence in board oversight of pay .