Justin T. Webb
About Justin T. Webb
Justin T. Webb (age 42) serves as Senior Executive Vice President and Chief Financial Officer of Mid Penn Bancorp, Inc. and Mid Penn Bank since January 2024; he previously served as Chief Operating Officer from May 2018 to January 2024 and Interim CFO from March–May 2022 . Company performance under the executive team’s stewardship includes 2024 ROAA of 0.91%, organic deposit growth of $343 million (+7.91%), organic loan growth of $189 million (+4.5%), tangible book value growth of 9.0%, and cash dividends of $0.80 per share . Total shareholder return (company-level) was 122.74 in 2024 (peer: 116.68), 83.97 in 2023, and 97.07 in 2022 per Pay Versus Performance (PVP) disclosures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mid Penn Bank | Chief Financial Officer (Corporation and Bank) | Jan 2024–present | Finance leadership post follow-on capital raise and balance-sheet optimization |
| Mid Penn Bank | Chief Operating Officer | May 2018–Jan 2024 | Operational leadership through Brunswick Bancorp acquisition integration and organic growth |
| Mid Penn Bank | Interim Chief Financial Officer | Mar 2022–May 2022 | Bridged finance leadership during transition |
External Roles
Not disclosed in the 2025 and 2024 proxy statements for Mr. Webb .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $344,231 | $368,059 | $406,347 |
| Bonus ($) | $57,500 (retention vest) | $11,825 (retention vest) | $10,559 (retention vest) |
| All Other Compensation ($) | $28,686 | $39,230 | $43,107 |
| Employment Agreement Base Salary ($) | — | — | $350,000 (contractual base; may be increased) |
Summary of “All Other Compensation” (2024) for Webb: 401(k) match $15,525; life and disability insurance $2,095; extra disability insurance (UNUM) $2,192; personal use of company vehicle $10,537; club memberships $9,564; other miscellaneous $3,194; total $43,107 .
Performance Compensation
Short-Term Incentives and Payouts
| Metric | Target | Actual | Payout |
|---|---|---|---|
| 2023 Net Income Target ($) | $46,236,000 (adjusted post-Brunswick) | $37,397,000 | Cash incentives were paid for 2023 performance in Q1 2024 for eligible NEOs; Webb’s SCT shows $135,000 in 2023 non-equity incentive and none in 2024 |
| Q1 2024 Net Income Target ($) | $7,252,000 | $12,133,000 | Despite strong Q1 2024 actuals, Compensation Committee did not award cash incentive payments in 2024 |
Design: 2024 NEO pay elements include base salary, short-term incentives (none for 2024), restricted stock awards, and vesting of 2022 cash retention bonuses; objectives include alignment with shareholder interests, competitiveness, and risk control .
Equity Awards and Vesting
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($ grant-date fair value) | $40,026 | $40,003 | $40,020 |
| Shares Acquired on Vesting (#) | — | 928 | 1,132 |
| Value Realized on Vesting ($) | — | $22,730 | $24,133 |
| Outstanding Unvested Shares (#, YE) | — | 3,233 | 4,098 |
Vesting schedule: 25% per anniversary of grant, subject to continuous employment; unvested shares generally forfeited upon termination; unvested 2024 tranches accelerate upon death within vesting year; no stock options granted in 2024 .
Performance Metrics Framework (as disclosed)
Unranked list used by Compensation Committee: net interest margin, ROAA, ROATCE, efficiency ratio, asset quality ratio, organic loan growth, TSR . 2024 highlights include ROAA 0.91%, organic deposits +7.91%, organic loans +4.5%, TBV +9.0% .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial Ownership | 17,446 shares; includes 1,267 restricted shares |
| Unvested RS (YE 2024) | 4,098 shares (market value $118,186) |
| 2024 Stock Vested | 1,132 shares; value realized $24,133 |
| Insider Trading & Hedging | Insider Trading Policy with pre-clearance and quarterly blackouts; anti-hedging/derivatives and short selling prohibited |
No pledging disclosure was identified for executives in the proxy sections reviewed .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement Term | Auto-renews each September 6 for a total of the next three years (for Webb) unless earlier terminated |
| Contract Base Salary | $350,000 (may be increased); participation in bonus programs and benefit plans |
| Severance (pre-CoC) | If involuntary without cause or voluntary for good reason: base salary continuation for the greater of remaining term or 6 months; welfare benefits continuation or cash equivalent |
| Non-Solicit | 12-month non-solicit (customers and employees) if terminated for cause or voluntary resignation; if without cause or good reason: 12-month employee non-solicit and 6-month customer non-solicit |
| Change-in-Control (double-trigger) | Lump sum 2.75x highest annual base salary (Webb); welfare continuation for 33 months or cash equivalent; non-solicit covenants as above |
| 280G/4999 Treatment | Executive may elect payment reduction (cutback) to avoid excise tax; no tax gross-ups |
| Clawback Policy | All awards under the Stock Incentive Plan subject to Clawback Policy |
| SERP | Fixed annual benefit of $100,000; ~87% vested with remainder vesting ratably over next two years; 15-year payout post separation at normal retirement (age 70), disability, death, or within two years post-CoC; includes non-compete and non-solicit covenants with forfeiture upon violation (limited exceptions) |
Potential Payments (Assuming December 31, 2024 event)
| Scenario | Severance ($) | SERP ($) | Welfare ($) | RS Acceleration ($) | Total ($) |
|---|---|---|---|---|---|
| Before CoC – Involuntary Without Cause | $1,100,823 | $0 | $87,557 | $0 | $1,188,380 |
| Before CoC – Voluntary for Good Reason | $1,100,823 | $0 | $87,557 | $0 | $1,188,380 |
| After CoC – Involuntary Without Cause | $1,127,501 | $400,020 | $77,890 | $117,408 | $1,722,819 |
| After CoC – Voluntary for Good Reason | $1,127,501 | $400,020 | $77,890 | $117,408 | $1,722,819 |
Compensation Committee Analysis
- Peer group (Newcleus Compensation Partners): 24 commercial bank peers (assets ~$2.8–$9.6B) including S&T Bancorp, First Commonwealth, Flushing Financial, etc.; objective to compensate executives around the 50th percentile of peers .
- 2024 Say-on-Pay approval exceeded 94% of votes cast (strong shareholder support) .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval >94% .
- Annual frequency recommended for say-on-pay by Board .
Investment Implications
- Pay-for-performance alignment: No cash incentives awarded for 2024 despite strong Q1, reflecting discipline against aggressive full-year targets; equity compensation relies on time-based RS vesting, reducing risk of earnings-quality manipulation tied to short-term metrics .
- Retention and CoC economics: Double-trigger CoC multiple of 2.75x salary plus 33 months welfare and SERP acceleration represents meaningful protection; absence of tax gross-ups and presence of clawback policy are governance positives .
- Ownership alignment: Direct beneficial ownership (17,446 shares) plus unvested RS (4,098) supports skin-in-the-game; anti-hedging policy reduces misalignment risk; no pledging disclosure observed, which avoids a common red flag .
- Execution risk: Transition from COO to CFO centralizes operational and financial oversight; 2024 corporate outcomes (ROAA, deposit/loan growth, TBV, TSR above peers) indicate effective execution, though compensation remains largely fixed with time-based equity rather than performance shares, offering moderate incentive sensitivity to long-term value creation .