Matthew G. DeSoto
About Matthew G. DeSoto
Independent director of Mid Penn Bancorp, Inc. (MPB); age 48; director since 2008. President and CEO of MITER Brands (residential window and patio door manufacturer). Attended Pennsylvania State University (marketing). Serves on the MITER Brands Charitable Foundation board and is a member of Young Presidents’ Organization. Independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MITER Brands | President & CEO | Not disclosed (current) | Leads large U.S. window/door fabricator; brings operations and manufacturing insight to MPB board deliberations. |
External Roles
| Organization | Role | Public/Private/Non‑profit | Notes |
|---|---|---|---|
| MITER Brands Charitable Foundation | Director (Board) | Non-profit | Community/charitable governance experience. |
| Young Presidents’ Organization (YPO) | Member | Association | Executive leadership network. |
| Other public company boards | None disclosed | — | MPB proxy does not list any other public company directorships for DeSoto. |
Board Governance
- Independence: Non‑executive, independent director (MPB reports 11 of 12 directors independent; only CEO is non‑independent).
- Committees (roles) and 2024 meeting cadence:
- Nominating & Corporate Governance (Vice Chair; 4 meetings in 2024).
- Compensation (Vice Chair; 7 meetings in 2024).
- Executive Committee (Member; 3 meetings in 2024).
- Attendance and engagement: All directors (including DeSoto) attended the 2024 annual meeting; each director attended at least 85% of Board and committee meetings on which they served. Independent directors held an executive session in October 2024.
- Tenure: 17 years of service on MPB’s board as of 2025.
- Board leadership: CEO serves as Board Chair with a Lead Independent Director (John E. Noone) empowered to preside over independent sessions and liaise with shareholders.
Fixed Compensation (Director)
- MPB 2024 director pay program: $55,000 annual board retainer; Committee Chairs +$7,500; Committee Vice Chairs +$2,500; Lead Independent Director $87,500. One‑year vesting restricted stock grant to each non‑employee director on April 1, 2024 (999 shares at $20.04/share; grant value $20,020). Director deferred fee plan available; MPB terminated legacy Director Retirement Plan with lump‑sum payouts in 2024.
- 2024 Director Compensation (DeSoto):
| Component | Amount (USD) | |---|---| | Fees earned or paid in cash | $58,750 | | Stock awards (restricted stock grant) | $20,020 (999 shares at $20.04 on 4/1/2024; one‑year vesting) | | All other compensation | $61,680 (lump‑sum from termination of Director Retirement Plan) | | Total | $140,450 |
Notes: Committee vice‑chair differentials are set at $2,500 per committee; MPB also discloses that some directors defer fees and that legacy director retirement plan benefits were paid out upon plan termination in 2024.
Performance Compensation (Director)
- Equity mix and vesting: Annual restricted stock grant (999 shares on 4/1/2024) with a one‑year vesting restriction; no option awards disclosed for directors in 2024.
- Performance metrics: MPB’s proxy does not tie director equity to performance conditions; grants are time‑based restricted stock.
| Performance Metric | Weight/Target | Result | Payout Link |
|---|---|---|---|
| None disclosed for director compensation | — | — | Time‑based vesting only. |
Other Directorships & Interlocks
- Compensation Committee interlocks: None; MPB states there are no Compensation Committee interlocks. DeSoto served on the Compensation Committee as Vice Chair in 2024.
- Other public company boards: None disclosed for DeSoto.
Expertise & Qualifications
- Core skills: Executive leadership and all‑aspects business operations experience from leading a national manufacturing company; contributes to board oversight of strategy, human capital, and operations.
- Education: Attended Penn State (marketing).
Equity Ownership
- Beneficial ownership (as of March 3, 2025): 107,674 MPB shares; includes 3,327 shares held in Pennsylvania UTMA accounts for his children, 78 shares held via a partnership account (sole voting power), and 999 restricted shares; total is under 1% of outstanding shares. Shares outstanding on record date: 19,355,997.
| Ownership Detail (as of 3/3/2025) | Shares |
|---|---|
| Direct and indirect beneficial ownership | 107,674 (does not exceed 1% of class) |
| Of which: PUTMA accounts for children | 3,327 |
| Of which: Partnership account (sole voting power) | 78 |
| Of which: Restricted stock | 999 |
- Ownership alignment policies: MPB adopted director ownership guidelines in 2023 requiring minimum share value thresholds by elected term ($75k second term; $150k third; $225k fourth; $300k fifth), based on greater of stock price or tangible book value at month‑end prior to nomination. MPB also prohibits short‑selling and derivative transactions in MPB securities under its Insider Trading/Code of Ethics policies.
Recent Insider Trades (Form 4)
| Trade Date | Transaction | Shares | Price | Direct Holdings After | Notes/Source |
|---|---|---|---|---|---|
| 2025‑09‑30 | Open‑market purchase (P) | 280 | $28.64 | 112,753.667 | Also lists 3,327 PUTMA, 78 partnership, and 1,945 restricted stock; remarks note DRIP accruals. |
Related‑Party Transactions and Conflicts
- MPB discloses its process and approval standards for related‑person transactions. 2024 disclosures note branch leases with an entity affiliated with Lead Independent Director John E. Noone and employment of director Bruce Kiefer’s brother; the proxy states neither the Corporation nor the Bank entered into any other material transactions with any other director or executive officer. No related‑party transactions are disclosed involving Matthew G. DeSoto.
Compensation Committee Analysis (governance signals)
- Committee composition (2024): Chair Kimberly J. Brumbaugh; Vice Chair Matthew G. DeSoto; members include Mses. Gathagan and Messrs. Noone and Evans; only independent directors serve.
- Independent consultant: Newcleus Compensation Partners engaged in 2024; MPB targets around 50th percentile of peer group pay; peer group listed in proxy.
- Say‑on‑pay: 2024 shareholder approval exceeded 94% of votes cast (supportive of MPB’s compensation framework).
Governance Assessment
- Board effectiveness and engagement: DeSoto is an experienced operator (MITER Brands CEO) serving as Vice Chair on both Nominating & Governance and Compensation—positions that influence board refreshment, ESG oversight, and pay design. MPB reports high attendance and independent‑director executive sessions, indicating engaged oversight.
- Independence and conflicts: Classified as independent; no DeSoto‑related party transactions disclosed—reduces conflict risk. Hedging and short‑selling in MPB stock are prohibited under policy.
- Ownership alignment: Holds 107,674 shares; MPB has explicit director ownership guidelines by term. This fosters alignment, though the proxy does not explicitly state compliance status by director.
- Pay structure and signals: Director pay is largely fixed cash plus time‑based restricted stock; 2024 totals include a one‑time payout from termination of a legacy director retirement plan. No options or performance‑conditioned equity disclosed for directors in 2024—limits pay‑for‑performance linkage at the board level but reduces risk‑taking incentives.
- Shareholder sentiment: Strong say‑on‑pay support (>94%) suggests limited investor concern with overall compensation governance.
RED FLAGS
- None specifically identified for DeSoto in the 2025 proxy: no related‑party transactions, attendance strong, hedging prohibited. Continued monitoring of insider activity and any future related‑party disclosures remains prudent.