Maureen M. Gathagan
About Maureen M. Gathagan
Independent director of Mid Penn Bancorp, Inc. (MPB), age 51, serving since 2021 and currently a Class B director with term through 2027. She is a founding partner of Bittersweet Management, LLC and a member of Gathagan Investment Co., LP, with 20+ years of management experience across retail pharmacy, grocery, and franchised fast-food. She holds a B.A. in Applied Psychology (Indiana University of Pennsylvania) and an M.S. in Industrial & Organizational Psychology (University of Baltimore). Current board roles include member of the Compensation Committee and Vice Chair of the Risk Committee; she is deemed independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bittersweet Management, LLC | Founding Partner | Not disclosed | Private management role |
| Gathagan Investment Co., LP | Member | Not disclosed | Private investment role |
| Retail pharmacy/grocery/fast-food sectors | Management roles | 20+ years | Diverse operational leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Clearfield Educational Foundation | Board member | Not disclosed | Community engagement |
| Clearfield County Charitable Foundation | Board member | Not disclosed | Community engagement |
Board Governance
- Committee assignments and roles (2024):
- Compensation Committee: Member
- Risk Committee (joint Corp/Bank): Vice Chair
- No disclosed service on Audit, Nominating & Corporate Governance, Executive, or Real Estate Committees
- Board/committee activity (2024): Board met 14 times; each director attended at least 85% of Board/committee meetings; independent directors held one executive session in October 2024; all directors attended the 2024 Annual Meeting .
- Independence: Independent director; only the CEO is non-independent on a 12-member board (11 independent) .
- Years of service: 3 years on MPB Board as of 2025 .
Committee Membership Snapshot (2024)
| Committee | Role | Meetings Held |
|---|---|---|
| Compensation (Corporation) | Member | 7 |
| Risk (Joint) | Vice Chair | 4 |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Board/Committee Cash Fees | 57,500 | Base director fee $55,000; Vice Chair roles receive +$2,500; Committee Chairs +$7,500; LID $87,500 |
| Stock Awards | 20,020 | 999 restricted shares granted April 1, 2024 at $20.04 FMV; one-year vesting |
| All Other Compensation | 4,112 | Lump-sum from termination of Director Retirement Plan |
| Total | 81,632 | Sum of above |
Additional notes:
- Deferred fee plan: listed 2024 participants were Abel ($50,500), Kiefer ($55,000), Mowery ($58,750), Noone ($43,750); no participation for Gathagan disclosed .
Performance Compensation
| Equity Award | Grant Date | Shares | Grant Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Stock | Apr 1, 2024 | 999 | 20,020 | Time-based, one-year cliff vest | None disclosed (time-based vesting) |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company boards | None disclosed in biography |
| Non-profit/academic boards | Clearfield Educational Foundation; Clearfield County Charitable Foundation |
| Compensation Committee interlocks | None; committee comprised entirely of independent outside directors |
Expertise & Qualifications
- Industrial/organizational psychology training (M.S.), applied psychology (B.A.) .
- Diverse operating experience across retail sectors; current private investment/management roles .
- Board governance participation: Compensation Committee member; Risk Committee Vice Chair (risk oversight focus) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Maureen M. Gathagan | 11,289 | <1% | Includes 999 restricted shares |
| Ownership guidelines (2023 policy) | Second term: $75,000; Third: $150,000; Fourth: $225,000; Fifth: $300,000 minimum value | — | Calculated by shares × greater of stock price or tangible book value as of month-end prior to nomination |
- Compliance with ownership guidelines: Not explicitly disclosed; cannot be verified from proxy .
Alignment policies and trading restrictions:
- Insider Trading Policy: pre-clearance, quarterly blackout periods .
- Anti-hedging: prohibits short-selling, day trading, and derivatives (other than plan securities) .
- No pledging policy disclosure and no pledging by Gathagan disclosed in proxy .
Governance Assessment
- Strengths:
- Independent director with active roles on Compensation and as Risk Committee Vice Chair; supports oversight of pay practices and enterprise risk (including cybersecurity) .
- Strong attendance norms (≥85%) and participation in annual shareholder meeting; independent director executive session held October 2024 .
- Director equity grant and standing ownership guidelines reinforce alignment; anti-hedging and insider trading controls further investor protection .
- No related-party transactions disclosed involving Gathagan; Compensation Committee reports no interlocks .
- Watch items / potential risks:
- No disclosed performance-conditioned features for director equity (time-based only), limiting direct pay-for-performance linkage at the director level .
- Ownership guideline compliance status for her specific term not quantified in proxy; value-based threshold verification not possible without price/tangible book inputs .
- Limited disclosure of broader public-company board experience; governance expertise is oriented toward local community roles and private entities .
- Shareholder context:
- Say-on-pay support for executive compensation was >94% at the 2024 annual meeting, indicating broad shareholder approval of compensation governance framework .
Overall, Maureen M. Gathagan appears to be an engaged, independent director with meaningful risk oversight responsibility and participation on the Compensation Committee. Absence of disclosed conflicts, solid attendance, and alignment mechanisms (equity grant and ownership guidelines) support investor confidence; monitoring of ownership guideline compliance and the balance of time-based equity versus performance-linked elements for directors remains prudent .