Jordan D. Space
About Jordan D. Space
Jordan D. Space, 41, is President of the Private Bank and Senior Executive Vice President, Chief Operating Officer of Mid Penn Bank since January 2024; he joined Mid Penn in 2022 after senior roles at S&T Bank (EVP & Market President), Integrity Bank (Chief Lending Officer), and M&T Bank (Commercial & Private Banking). He holds a Bachelor’s in Finance from the University of Pittsburgh and was recognized among Central Penn Business Journal’s Power 30 in Banking & Finance . Company performance during 2024 included ROAA of 0.91%, organic deposits +$343M (+7.91%), organic loans +$189M (+4.5%), tangible book value +9.0%, and TSR of 122.74; net income was $49.44M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mid Penn Bank | EVP, Chief Corporate Development Officer | 2022–Jan 2024 | Built new lines of business to increase market share and strengthen brand |
| S&T Bank | EVP & Market President | 2018–Apr 2022 | Led market operations expansion and growth initiatives |
| Integrity Bank | Chief Lending Officer | — | Led lending production, credit quality and administration |
| M&T Bank Corporation | Commercial & Private Banking (early career) | — | Foundation in relationship banking and private banking |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company board roles disclosed for Space |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus Paid ($) | All Other Compensation ($) |
|---|---|---|---|---|
| 2024 | 350,596 | — | 54,811 (vested retention bonus from 2022 grant) | 33,484 |
Employment agreement base salary as of the agreement framework: $295,000, subject to increases .
Performance Compensation
Short-Term Incentives and Payouts
| Period | Metric | Target | Actual | Payout Outcome |
|---|---|---|---|---|
| FY 2023 | Net income available to common shareholders | $46,236,000 (target adjusted post acquisition) | $37,397,000 | No cash incentives awarded in 2024 |
| Q1 2024 | Net income available to common shareholders | $7,252,000 | $12,133,000 | No cash incentives awarded in 2024 |
Equity Awards (RSUs)
| As of | Unvested RSUs (#) | Market Value ($) | Vesting Schedule | 2024 Shares Vested (#) | 2024 Value Realized ($) |
|---|---|---|---|---|---|
| 12/31/2024 | 2,676 | 77,176 | 25% on each anniversary of Apr 1, 2024 grant, service-based | 801 | 16,527 |
Retention Bonuses (granted 2022; service-vesting, repay if unvested on separation)
| Executive | Grant Type | Vesting | 2024 Vested Amount ($) |
|---|---|---|---|
| Space | Cash retention bonus | Two-year vest; forfeiture/repayment of unvested portion upon certain separations | 54,811 |
The 2023 Omnibus Stock Incentive Plan authorizes options, RSUs, SARs, DSUs, and performance shares; all awards are subject to the Company’s Clawback Policy . No stock options were granted to NEOs in 2024 .
Equity Ownership & Alignment
| Snapshot Date | Total Beneficial Ownership (shares) | % of Outstanding | Restricted Stock Included (shares) | Unvested RSUs (shares) | Unvested RSUs Market Value ($) | Hedging/Pledging |
|---|---|---|---|---|---|---|
| 3/3/2025 | 6,338 | <1% (“*” in proxy) | 1,026 | 2,676 (12/31/2024) | 77,176 (12/31/2024) | Anti-hedging policy prohibits day trading/short selling and derivatives (other than plan awards); no pledging disclosure noted |
Options: none outstanding; no options granted in 2024 . Director ownership guidelines exist; executive ownership guidelines not disclosed .
Employment Terms
| Term | Key Provision | Detail |
|---|---|---|
| Role & Appointment | COO appointment | Appointed Jan 12, 2024; joined Mid Penn in 2022 |
| Employment Agreement | Term & Auto-Renewal | Two-year term; auto-renews for two years on each Sept 6 anniversary, unless nonrenewal notice is given |
| Employment Agreement | Base Salary | $310,241.88 at Jan 2024; broader framework shows $295,000 baseline with increases permitted |
| Severance (no CIC) | Without cause / for good reason | Base salary continuation for greater of remaining term or six months; benefits continuation for same period or cash equivalent |
| Covenants | Non-solicit | 12 months (employees); 6 months (customers) when terminated without cause/for good reason; 12 months both for termination for cause/voluntary quit |
| Change-in-Control (CIC) | Double trigger | Cash severance multiple and benefit continuation only upon CIC plus termination without cause or for good reason |
| CIC Cash Multiple (current) | Amended Aug 22, 2025 | 2.5x highest annual base salary; benefits continuation for 30 months |
| CIC Cash Multiple (prior) | Original agreement | 2.0x highest annual base salary; benefits continuation for two years |
| SERP | Benefit & vesting (original) | $80,000 annually; vests over 10 years (Jan 1, 2023–Dec 31, 2032); ~30% vested at 12/31/2024; forfeiture on covenant breaches |
| SERP (current) | Amended Aug 22, 2025 | Annual benefit increased to $125,000; once fully vested, increases by 2.0% per year; vesting schedule unchanged |
| Clawbacks | Policy | All Stock Incentive Plan awards subject to clawback policy |
| Tax Gross-Ups | 280G/4999 | No excise tax gross-ups; executives may elect to reduce payments to avoid 4999 excise tax |
Potential Payments Disclosure (as of 12/31/2024 scenario analysis)
| Scenario | Severance ($) | SERP Accelerated ($) | Welfare Continuation ($) | Accelerated RSUs ($) | Total ($) |
|---|---|---|---|---|---|
| Before CIC – Involuntary without cause | 598,151 | 0 | 52,668 | 0 | 650,819 |
| After CIC – Involuntary without cause | 798,751 | 960,000 | 62,148 | 76,667 | 1,897,566 |
Nonqualified Deferred Compensation (SERP balances/contributions)
| Item | Amount ($) |
|---|---|
| 2024 Registrant Contribution | 30,057 |
| Aggregate Balance at FYE | 66,378 |
Perquisites (2024)
| Perk | Amount ($) |
|---|---|
| 401(k) match | 15,525 |
| Life & disability insurance | 2,095 |
| Extra disability (UNUM) | 1,542 |
| Personal use of company vehicle | 1,670 |
| Club memberships | 12,458 |
| Other miscellaneous | 194 |
| Total perquisites | 33,484 |
Compensation Structure Notes
- Compensation philosophy targets ~50th percentile of peer banks (assets $2.8–$9.6B), guided by Newcleus Compensation Partners; peer group enumerated in proxy .
- 2024 saw restricted stock awards and retention bonuses vesting, with no cash STIs paid despite achieving Q1 2024 net income above target; Committee viewed targets as aggressive and difficult in a challenging environment .
- 2023 Omnibus Stock Incentive Plan enhances flexibility (options, RSUs, SARs, DSUs, PSUs) with clawbacks; a shift toward RSUs and service-based vesting may lower risk versus options .
Governance & Shareholder Feedback
- Say-on-pay approval exceeded 94% at the 2024 meeting, signaling strong investor support for executive pay practices .
- Insider Trading Policy imposes pre-clearance and quarterly blackouts; anti-hedging prohibits short sales and derivatives outside compensation plans; pledging practices not disclosed .
Investment Implications
- Alignment: Space’s ownership is <1%, but multi-year service-vested RSUs and a 10-year SERP (now $125k with growth) create retention incentives and long-dated alignment; clawbacks add discipline .
- Retention Risk: The August 2025 enhancements (CIC multiple to 2.5x; longer benefits; higher SERP) reduce flight risk and could be read as strategic retention amid growth initiatives; non-solicit covenants protect franchise value .
- Selling Pressure: RSU tranches vest annually (April 1) and are subject to blackout/pre-clearance; no options outstanding reduces near-term exercise-driven selling pressure .
- Pay-for-Performance: 2024 STI cancellation despite mixed results (strong Q1) suggests Committee rigor; continued emphasis on long-term measures (ROAA, TSR, tangible equity growth) should keep incentives tied to durable performance .
- Event Economics: As-of 12/31/2024, Space’s after-CIC severance value was ~$1.90M; post-August 2025 amendments imply higher potential cash in a transaction, which investors should incorporate into deal modeling and dilution analyses .