Robert A. Abel
About Robert A. Abel
Robert A. Abel, age 66, has served on Mid Penn Bancorp’s board since 2011 (14 years of service as of the 2025 proxy) and is an independent director. A Certified Public Accountant (CPA) and Certified Specialist in Estate Planning (CSEP), he is a Principal and former executive committee member at Brown Plus (regional CPA firm). He holds a B.S. from Shippensburg University and is active in professional associations (AICPA, PICPA, NAEPC); he previously chaired the Harrisburg YMCA. On MPB’s board, Abel chairs the Nominating & Corporate Governance Committee, and serves on the Audit and Executive Committees; he is designated an Audit Committee Financial Expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brown Plus (Camp Hill, PA) | Principal; past executive committee member | Not disclosed | Leads tax/audit/consulting; estate planning and wealth transfer expertise (articles/seminars). |
| Harrisburg YMCA | Past Chairman | Not disclosed | Community leadership; board governance experience. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Institute of Certified Public Accountants (AICPA) | Member | Not disclosed | Professional standards and ethics. |
| Pennsylvania Institute of Certified Public Accountants (PICPA) | Member | Not disclosed | State professional body. |
| National Association of Estate Planners & Councils (NAEPC) | Member | Not disclosed | Estate planning credentialing body. |
| Public company directorships | None disclosed | — | MPB proxy biography does not indicate other public company boards. |
Board Governance
- Independence: MPB’s board is 92% independent; Abel is independent under Nasdaq rules.
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Audit (Financial Expert), Executive. Committee meetings in 2024: N&CGC (4), Audit (7), Executive (3).
- Attendance: All directors attended the 2024 Annual Meeting; each director attended at least 85% of aggregate board and committee meetings. Independent directors held one executive session in 2024.
- Lead Independent Director: John E. Noone; independent directors meet in executive session at least annually.
- Ownership alignment: Directors seeking re-election must meet minimum share-value ownership thresholds (e.g., $75k–$300k depending on term count), calculated using the greater of tangible book value per share or stock price.
- Hedging restrictions: Code of Ethics prohibits day trading, short selling, and derivatives transactions in MPB securities (other than plan awards).
- Refreshment policy: Mandatory retirement at age 72 and general 15-year tenure limit (with limited exceptions for directors in office as of Jan 1, 2020).
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $55,000 | Standard director fee. |
| Committee chair fee | $7,500 | For Nominating & Corporate Governance chair. |
| Fees earned in cash (total) | $62,500 | Sum of retainer + chair fee shown in Director Compensation Table. |
| Deferred fee election | $50,500 | Abel deferred part of 2024 fees under director deferred fee plan. |
| All other compensation | $49,344 | Lump-sum payout tied to termination of Director Retirement Plan (Oct 1, 2024). |
| Total 2024 director compensation | $131,864 | Aggregate cash + equity + other per proxy. |
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted stock (directors) | Apr 1, 2024 | 999 | $20,020 | 1-year cliff | FMV $20.04/share; awarded to each non-employee director serving on Apr 1, 2024. |
- Equity plan context: The 2014 Restricted Stock Plan expired in 2024; shareholders approved a new Omnibus Stock Incentive Plan in 2023 authorizing options, RS/DSUs, SARs, and performance shares, with all awards subject to MPB’s Clawback Policy.
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Public company boards (current) | None indicated for Abel in proxy biography. |
| Committee roles at other companies | Not disclosed. |
| Interlocks/conflicts | No compensation committee interlocks; related party transactions disclosed for other directors (Noone leases; Kiefer family employment). No other material director transactions were entered into—covers Abel implicitly. |
Expertise & Qualifications
- Credentials: CPA; CSEP; Audit Committee Financial Expert under SEC/Nasdaq rules.
- Technical domain: Estate planning, tax/audit, financial planning; extensive accounting industry background; bank director training completed.
- Board skills matrix: Financial/Accounting/Banking competency marked; executive/leadership, compensation/succession, IT exposure reflected at board level.
Equity Ownership
| Holder | Shares Beneficially Owned | Breakdown | % of Class |
|---|---|---|---|
| Robert A. Abel | 33,955 | Includes 26,530 shares held in a Trust and 999 restricted shares. | * |
- Director/board ownership context: Average director share ownership 125,470; board collectively owned 7.8% of outstanding common stock.
- Anti-hedging: Prohibits hedging/derivative transactions by directors.
- Pledging: No pledging disclosures identified for Abel in proxy.
Governance Assessment
- Strengths: Independent status; chairs Nominating & Corporate Governance; Audit Committee Financial Expert; robust attendance; deferred fees ($50,500) and annual equity grant support alignment; strict anti-hedging and ownership guidelines.
- Risk considerations: Tenure at 14 years as of 2025 (board maintains refreshment policy—age 72 cap and tenure guideline with limited exceptions). Monitor continued independence and refreshment dynamics.
- Conflicts/related-party: None disclosed for Abel; RPTs disclosed for other directors (Noone’s affiliate leases; Kiefer family employment) with committee review; policy requires board pre-approval >$120k and director recusal.
- Shareholder sentiment: Say-on-pay support >94% in 2024, indicating broad confidence in compensation governance.
Overall, Abel presents as a financially sophisticated, independent director with governance leadership and clear alignment mechanisms (deferred fees and stock awards), and no disclosed conflicts—supportive of investor confidence in board effectiveness.