Rory G. Ritrievi
About Rory G. Ritrievi
Chair, President, and Chief Executive Officer of Mid Penn Bancorp since February 25, 2009; Board Chair since July 2021. Age 61; J.D., Widener University School of Law; B.A. in Economics, University of Pittsburgh; licensed (non-practicing) attorney in Pennsylvania . Under his leadership in 2024, MPB delivered ROAA of 0.91%, organic deposit growth of $343M (+7.91%), organic loan growth of $189M (+4.5%), 9% tangible book value growth, a $76.5M net capital raise, and paid $0.80/share in dividends . Pay-versus-performance disclosures show 2024 CEO “Compensation Actually Paid” (CAP) of $1.34M, TSR value of $122.74 (base $100), net income of $49.44M, and ROTCE of 11.60% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mid Penn Bancorp/Bank | Chair (since 2021), President & CEO (since 2009) | 2009–present | Led multi-year expansion including acquisitions; currently chairs Executive Committee and serves on Real Estate and Risk committees . |
| Commerce Bank, Harrisburg | Senior EVP/Market President & Chief Lending Officer | Pre-2009 | Managed retail network, lending, marketing, PR; responsible for loan production, credit quality, and credit administration . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Widener Law Commonwealth | Advisory Board, Business Advising Certificate Program | n/d | Advising on business-law education interface . |
| Harrisburg Area YMCA | Director | n/d | Community engagement and governance . |
| PA Breast Cancer Coalition | Director | n/d | Philanthropy and community impact . |
| Peyton Walker Foundation | Director | n/d | Philanthropy and community impact . |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $604,231 | $679,808 | $700,000 |
| Bonus (incl. retention vesting) | $31,250 | $21,356 | $18,954 |
| Stock Awards (grant-date fair value) | $225,006 | $400,003 | $200,019 |
| Non-Equity Incentive Plan | $200,000 | $300,000 | $0 |
| Change in Pension Value & NQDC Earnings | $234,130 | $252,591 | $262,068 |
| All Other Compensation | $36,382 | $48,265 | $60,056 |
| Total | $1,330,999 | $1,702,023 | $1,241,097 |
| CEO Pay Ratio | n/a | 29.3:1 | 20:1 |
All Other Compensation (2024) included: 401(k) match ($14,850), insurance, vehicle use, disability premium reimbursement, club memberships, and other items .
Performance Compensation
- 2024 short-term incentives: The Compensation Committee did not award cash incentives for 2024 despite Q1 2024 exceeding the net income target ($12.13M actual vs $7.25M target), reflecting 2023 underperformance versus a reduced net income target ($37.40M actual vs $46.24M adjusted target) and a difficult environment . Equity awards (restricted stock) continued, with all awards subject to the company’s Clawback Policy .
- Plan metrics considered by the committee include: Net Interest Margin, ROAA, ROTCE, efficiency ratio, asset quality, organic loan growth, and TSR .
| Incentive Element | Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|---|
| Short-term incentive (2023 full-year performance, paid 2023) | Net income (Board target $54.07M, adjusted to $46.24M) | Not disclosed | $46.24M (adjusted) | $37.40M | $300,000 (paid in 2023) | 2023 payout context; 2024 none awarded |
| Short-term incentive (Q1 2024) | Net income (Board target $7.25M) | Not disclosed | $7.25M | $12.13M | $0 (Committee discretion) | No STI paid for 2024 |
| Restricted Stock (2024 grant) | Time-based RS | n/a | $200,019 fair value | n/a | n/a | 25% vest each anniversary; 2024 vested 9,037 sh ($191,567); unvested 27,697 sh ($798,781) at 12/31/2024 |
| Options/PSUs | — | — | — | — | — | No options granted in 2024 |
Equity Ownership & Alignment
| Ownership Snapshot | Amount |
|---|---|
| Beneficial ownership (as of Mar 3, 2025) | 68,851 shares; <1% of class |
| Includes restricted stock (as of Mar 3, 2025) | 8,523 shares of restricted stock |
| Outstanding unvested RS (12/31/2024) | 27,697 shares ($798,781) |
| Shares vested in 2024 | 9,037 shares ($191,567) |
| Shares outstanding (context) | 19,355,997 (3/3/2025) |
Policies and signals:
- Trading/hedging: Insider Trading Policy mandates pre-clearance, trading windows, and prohibits short selling/day trading and derivative transactions (other than plan awards). Rule 10b5-1 plans permitted with strict conditions .
- Pledging: No explicit pledging prohibition disclosed in the cited policy sections; no pledging by Ritrievi disclosed in ownership tables .
- Director ownership guidelines (not executive-specific): Minimum value thresholds for directors seeking re-election ($75k–$300k, by term) to align interests with shareholders .
- Clawback: All awards under the Stock Incentive Plan are subject to the company’s Clawback Policy .
Implication: Time-based RS with 25% annual vesting suggests predictable vesting events (potential liquidity) but actual selling is constrained by policy pre-clearance/blackouts; ownership <1% limits direct voting influence but aligns with board guidelines .
Employment Terms
| Term | Detail |
|---|---|
| Base salary in employment agreement | $625,000; may be increased from time to time . |
| Contract term/renewal | Auto-renews each Sep 6 for a total three-year term unless earlier terminated . |
| Severance (no CIC): involuntary without cause or voluntary for good reason | Salary continuation for greater of remaining term or six months, plus benefits continuation/cash equivalent for same period . |
| Change in Control (double-trigger within 12 months) | Lump sum = 2.99x highest annual base salary; 3 years of health benefits (or cash equivalent); non-solicit: 12 months employees/6 months customers . |
| Potential payments (12/31/2024 hypothetical) | After CIC: $2,093,000 cash severance; $827,520 SERP acceleration; $84,970 welfare continuation; $793,519 accelerated RS; total $3,799,009 . |
| Pre-CIC potential (12/31/2024 hypothetical) | Severance $1,879,452; welfare $93,185; total $1,972,637 . |
| SERP | $190,000 annual benefit; ~85% vested (remainder vests ratably over next two years); non-compete/non-solicit covenants; potential 280G cutback election . |
| 280G excise tax gross-up | None; executive may elect cutback to avoid excise tax . |
| Board nomination clause | Company to re-nominate Ritrievi to MPB board during his service; board service ends upon employment termination . |
| Clawback | Stock incentive awards subject to Clawback Policy . |
| Perquisites/benefits | Company vehicle; individualized disability coverage normalization; standard benefits/401(k) match . |
| Retention bonus (granted 2022) | Three-year retention bonus; vests 1/3 per anniversary; unvested amounts repayable if separation for cause or resignation prior to full vest . |
Board Governance
- Roles: Board Chair (since 2021), Director (since 2009), Executive Committee Chair; member of Real Estate and Risk committees .
- Independence: 11 of 12 directors independent; Ritrievi is not independent .
- Board leadership: Combined CEO/Chair structure with Lead Independent Director (John E. Noone) and at least annual independent executive sessions (1 in 2024) .
- Meetings/attendance: 14 board meetings in 2024; all directors attended ≥85% of board and committee meetings .
- Director fees: Employee director Ritrievi does not receive director fees .
Dual-role implications: The combined CEO/Chair role concentrates authority but is mitigated by a majority-independent board, a designated Lead Independent Director with defined powers, independent-only Audit/Comp/Nominating committees, and executive sessions .
Pay Versus Performance (context)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| PEO CAP (USD) | $1,340,988 | $1,514,837 | $1,339,544 |
| TSR (Value of $100) | 97.07 | 83.97 | 122.74 |
| Net Income (USD) | $54,805,501 | $37,397,102 | $49,437,348 |
| ROTCE | 14.54% | 10.37% | 11.60% |
Say-on-Pay and peer benchmarking:
- Say-on-pay support exceeded 94% in both 2023 and 2024 annual meetings .
- Compensation consultant: Newcleus Compensation Partners; objective to target around the 50th percentile of peers; 2024 peer group includes regional banks such as First Commonwealth, S&T Bancorp, Univest, Tompkins, etc. .
Performance & Track Record
- 2024 highlights: ROAA 0.91%; $343M organic deposit growth (+7.91%); $189M organic loan growth (+4.5%); TBV +9%; $76.5M net capital raise; dividends $0.80/share .
- Strategic actions: Completed Brunswick acquisition in 2023; announced all-stock William Penn Bancorporation merger (~$107M) on Oct 31, 2024, expected to close 1H 2025, subject to approvals .
- Community and governance: 2024 community contributions of $2.24M; board independence 92% with refreshed committee leadership; formal insider trading controls .
Compensation Structure Analysis
- Mix shifts: 2024 total comp fell from 2023 due to zero cash STI, emphasizing fixed pay and time-vested equity; retention bonus vesting contributed to “Bonus” line in 2024 .
- Equity risk profile: Time-based RS vests 25% annually; no options or PSUs disclosed for 2024—lower risk, less performance leverage versus option/PSU-heavy peers .
- Alignment: Strong shareholder support on say-on-pay (>94%) and explicit clawback coverage; executive ownership remains <1% of shares outstanding, with director ownership guidelines applying at the board level .
- CIC economics: 2.99x base salary cap with double-trigger and SERP acceleration; no excise tax gross-up—a shareholder-friendlier feature .
Risk Indicators & Red Flags
- Dual Chair/CEO structure requires strong Lead Independent Director oversight (in place) .
- SERP and CIC acceleration create meaningful payments upon a sale; as of 12/31/2024, total hypothetical CIC package was ~$3.80M, including accelerated equity/SERP .
- Insider trading safeguards (pre-clearance/blackouts/anti-hedging) reduce inappropriate trading risk; pledging not explicitly addressed in cited policy sections .
Employment & Contracts (Retention risk)
- Auto-renewing three-year term, explicit re-nomination to the board, and SERP vesting schedule (~85% vested with remaining two years to vest) support retention .
- Non-solicitation covenants post-termination (12 months for employees; 6 months for customers) mitigate competitive risk .
Board Governance (Director service detail)
- Committees (current): Executive (Chair), Real Estate, Risk .
- Independence: Not independent; Lead Independent Director (Noone) presides over executive sessions; one independent session held in 2024 .
- Attendance: All directors ≥85% .
- Director compensation: Employee directors do not receive board fees .
Investment Implications
- Pay-for-performance alignment: The zero cash STI payout for 2024, despite a strong Q1, indicates discipline and sensitivity to full-year outcomes; combined with clawback coverage and absence of CIC tax gross-ups, governance quality screens well .
- Retention and overhang: Material unvested RS (27,697 sh) and partially vested SERP (~$190k/yr benefit, 85% vested) create retention hooks but also imply acceleration risk in a sale scenario ($3.8M hypothetical CIC package at 12/31/2024) .
- Ownership alignment: Beneficial ownership <1% and time-based RS (vs PSUs) provide steadier alignment but less performance leverage; director-level ownership guidelines and high say-on-pay support temper concerns .
- Governance checks on dual role: Lead Independent Director, majority-independent board, independent key committees, and executive sessions mitigate CEO/Chair concentration risk; monitor continued board refresh and independent session cadence .
- Execution track record: 2024 operating metrics (ROAA, growth, TBV) and ongoing M&A (William Penn) reflect continued strategic execution; integration and CRE exposure should be monitored post-close .