Kimberly J. Brumbaugh
About Kimberly J. Brumbaugh
Kimberly J. Brumbaugh (age 56) is an independent director of Mid Penn Bancorp, Inc. (MPB) who has served since 2019; she is Managing Partner and Founder of Brumbaugh Wealth Management, LLC (founded 2004), holds Series 7, 63, and 65 licenses, and previously managed a department in the automotive industry while completing business administration studies at Widener University and continuing financial services education at The American College of Financial Services . Her firm manages over $650 million in client assets, and she has been recognized with industry and community awards, including Executive of the Year (2022) and Five Star Wealth Advisor (2024), and has served on nonprofit boards such as the Chester County Hospital Foundation, chairing its Finance & Investment Committee through December 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brumbaugh Wealth Management, LLC | Managing Partner & Founder | 2004–present | Firm manages $650M+ client assets; industry awards |
| Automotive industry (prior role) | Department Manager (30 employees) | Pre-1998 | Operational leadership while pursuing education |
| Chester County Hospital Foundation Board | Trustee; Chair, Finance & Investment Committee | Through Dec 2023 | Chaired Finance/Investment oversight |
| Industry associations | Member (NAIFA; FPA; Cetera Advisor Networks’ Representative Advisory Council) | Ongoing | Professional engagement |
External Roles
| Organization | Position | Scope |
|---|---|---|
| National Association of Insurance and Financial Advisors (NAIFA) | Member | Industry association |
| Financial Planning Association (FPA) | Member | Industry association |
| Cetera Advisor Networks’ Representative Advisory Council | Committee person/member | Advisory committee |
| Chester County Hospital Foundation | Former Trustee; Chair, Finance & Investment Committee | Nonprofit governance |
Board Governance
- Independence: Brumbaugh is independent under Nasdaq listing standards; MPB’s Board had 11 of 12 independent directors in 2024 .
- Committee leadership and membership evolution:
- 2025: Compensation Committee Chair; Executive; Risk .
- 2024: Compensation Vice Chair; Executive; IT/Compliance .
- 2023: Compensation Vice Chair; Nominating & Corporate Governance .
- Attendance and engagement:
- 2024: Board held 14 meetings; each director attended ≥85% of aggregate Board/committee meetings; independent directors met in executive session once; all directors attended the 2024 Annual Meeting .
- 2023: Board held 17 meetings; each director attended ≥75% (one exception noted not involving Brumbaugh); independent directors met twice; 13 of 15 directors attended the 2023 Annual Meeting .
- 2022: Board held 9 meetings; independent session once; all directors attended the 2022 Annual Meeting .
Committee Assignments – Meeting Cadence
| Committee | 2023 Meetings | 2024 Meetings |
|---|---|---|
| Nominating & Corporate Governance (Corp) | 6 | 4 |
| Executive (Corp) | 2 | 3 |
| Audit (Corp) | 5 | 7 |
| Compensation (Corp) | 5 | 7 |
| Real Estate (Joint) | 4 | 4 |
| Risk / IT-Compliance (Joint) | IT/Compliance: 4 | Risk: 4 |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 55,542 | 60,750 | 60,000 |
| Advisory Board Meeting Fees Included | $750 (Southeast Region) | $3,250 (Southeast Region) | None (only Mr. Evans received such fees) |
Notes: Lead Independent Director and committee role stipends are set broadly by policy (e.g., Chairs and Vice Chairs receive additional annual compensation), but individual components are reflected in total fees above .
Performance Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Grant Date | Apr 1, 2022 | Jun 1, 2023 | Apr 1, 2024 |
| Shares Granted (Restricted Stock) | 1,133 | 1,760 | 999 |
| Grant Fair Value per Share ($) | 26.49 | 22.73 | 20.04 |
| Stock Awards ($) | 30,013 | 40,005 | 20,020 |
| Vesting | One-year vesting restriction | One-year vesting restriction | One-year vesting restriction |
Additional plan developments: MPB terminated the Mid Penn Bank Director Retirement Plan (lump-sum distributions paid ~Oct 1, 2024); Brumbaugh’s “All Other Compensation” of $16,448 in 2024 reflects this termination payout .
Other Directorships & Interlocks
- No other public company directorships for Brumbaugh are disclosed in MPB’s proxy statements .
- Compensation Committee Interlocks: MPB disclosed no Compensation Committee interlocks; Brumbaugh served on the Compensation Committee in 2024, and all members were independent and not current/former officers .
Expertise & Qualifications
- Board bio highlights executive leadership, financial services expertise, securities licensing, and community governance experience .
- Board composition matrix identifies core competencies across directors; Brumbaugh’s profile emphasizes executive/leadership, financial/accounting/banking, compensation/development, and information technology skillsets within the Board’s aggregated competency framework .
Equity Ownership
| Metric | As of Mar 10, 2023 | As of Mar 1, 2024 | As of Mar 3, 2025 |
|---|---|---|---|
| Shares Beneficially Owned | 5,905 | 6,564 | 10,966 |
| Percent of Class | <1% (*) | <1% (*) | <1% (*) |
(*) Does not exceed 1% of the class based on outstanding shares on the stated date .
Stock ownership guidelines: Adopted in 2023; directors seeking re-election must beneficially own MPB stock with minimum value thresholds ($75,000 for second term; $150,000 third; $225,000 fourth; $300,000 fifth), measured as shares times the greater of tangible book value per share or stock price at month-end prior to nomination; individual compliance status is not explicitly disclosed .
Insider Trades (Form 4)
| Transaction Date | Type | Shares | Price ($) | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2025-06-30 | Open Market Purchase | 88 | 28.20 | 10,111.300 | https://www.sec.gov/Archives/edgar/data/879635/000087963525000139/0000879635-25-000139-index.htm |
| 2025-09-30 | Open Market Purchase | 88 | 28.64 | 10,260.069 | https://www.sec.gov/Archives/edgar/data/879635/000176974525000005/0001769745-25-000005-index.htm |
Additional Form 4 records exist in 2023–2025 for Brumbaugh; MPB’s Insider Trading Policy requires pre-clearance, imposes blackout periods, and prohibits short-selling and hedging of MPB securities (except plan securities) .
Governance Assessment
- Strengths for investor confidence:
- Independent director with ascending responsibility to Compensation Committee Chair, plus service on Executive and Risk committees—positions central to pay governance and enterprise risk oversight .
- Documented meeting attendance thresholds met at the Board level (≥85% in 2024; ≥75% in 2023), and full attendance at the 2024 Annual Meeting; robust committee cadence in Compensation and Risk aligns with current bank governance priorities .
- Equity alignment increasing over time (10,966 shares as of Mar 3, 2025) and recent open-market purchases support “skin-in-the-game” alignment (see insider trades above).
- No related-person transactions disclosed involving Brumbaugh; MPB explicitly states only independent directors serve on key committees; no Compensation Committee interlocks .
- Watch items:
- Director stock ownership guidelines exist with escalating thresholds, but individual compliance metrics (values used, term count) are not disclosed; monitor future proxies for explicit confirmation of guideline compliance at nomination cycles .
- 2024 “All Other Compensation” reflects retirement plan termination payouts—board-wide item rather than individual discretion; not a red flag but one-time cash component that temporarily increased the cash mix .
RED FLAGS
- None identified for Brumbaugh across related-party transactions, hedging/pledging, or attendance; MPB’s code and insider trading policy prohibit hedging and day trading; no Brumbaugh-specific conflicts disclosed .
Appendix: Director Compensation Structure (Policy Highlights)
- Annual Board fee: $55,000 (2024); Lead Independent Director: $87,500; Committee Chair: +$7,500; Vice Chair: +$2,500; Restricted stock grants with one-year vesting were $20,020 (999 shares at $20.04) in 2024; advisory board meeting fees paid only to directors with such service in 2024 (not Brumbaugh) .
- Prior year schedule: 2023 fees $55,000; Lead Independent $87,500; Chair +$7,500; Vice Chair +$2,500; RSU grant $40,005 (1,760 shares at $22.73); Brumbaugh received $3,250 for Southeast Region advisory board meetings .
- 2022 schedule: Annual Board fee $53,750; Lead Independent $84,875; Chair +$6,125; Vice Chair +$1,042; RSU grant $30,013 (1,133 shares at $26.49); Brumbaugh received $750 advisory board meeting fees .
All claims and data are sourced from MPB’s DEF 14A filings and related governance disclosures: . Insider trades are cited with SEC Form 4 URLs above.