Scott W. Micklewright
About Scott W. Micklewright
Scott W. Micklewright (age 42) is President of Commercial and Consumer Banking and Senior Executive Vice President, Chief Revenue Officer of Mid Penn Bank, roles he has held since January 2024 and October 2018, respectively; previously he served as Executive Vice President and Chief Lending Officer from June 2010 to October 2018 . Company performance during his tenure included net income of $49,437,348 and return on average tangible common equity of 11.60% in 2024, alongside total shareholder return value of $122.74 (vs peer group $116.68) per the SEC pay-versus-performance framework, indicating alignment with shareholder outcomes in the latest year . The Compensation Committee cites net interest margin, ROA, ROATCE, efficiency, asset quality, organic loan growth, and TSR as core measures used for executive pay decisions, reinforcing a focus on earnings quality and growth .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mid Penn Bank | President of Commercial & Consumer Banking | Jan 2024–present | Leads core banking segments tied to organic deposit and loan growth . |
| Mid Penn Bank | Senior EVP, Chief Revenue Officer | Oct 2018–present | Oversees revenue functions; executive leadership across cycles . |
| Mid Penn Bank | Executive VP, Chief Lending Officer | Jun 2010–Oct 2018 | Led lending; foundational to credit growth and asset quality . |
External Roles
No public company external directorships or committee roles were disclosed in MPB’s proxy statements for Micklewright .
Fixed Compensation
| Metric (Scott W. Micklewright) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 344,231 | 368,059 | 406,347 |
| Bonus ($) | 17,500 | 11,825 | 10,559 (includes vested 2022 retention bonus tranche) |
| Stock Awards ($) | 40,026 | 40,003 | 40,020 |
| Non-Equity Incentive Plan ($) | 110,000 | 135,000 | — (no cash incentives awarded for 2024) |
| Change in Pension/Deferred Comp ($) | 53,408 | 57,517 | 61,871 |
| All Other Compensation ($) | 30,536 | 35,816 | 41,707 |
| Total ($) | 595,701 | 648,221 | 560,503 |
Key notes:
- 2024: Committee did not award cash incentives given 2023 full-year earnings below target; Q1’24 performance was above target but the plan was not paid for 2024 .
- Executives receive company vehicles and participate in qualified plans (e.g., 401(k)), typical in the industry .
Performance Compensation
| Year/Period | Metric | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| FY 2023 | Net income | $46,236,000 (adjusted post-Brunswick acquisition) | $37,397,000 | $135,000 cash incentive (paid Q1’24) | Informal plan; corporate and individual goals; aggressive targets in a difficult environment . |
| Q1 2024 | Net income | $7,252,000 | $12,133,000 | $0 (Committee did not award cash incentives for 2024) | Awards require both corporate and individual goals; committee withheld cash incentives for 2024 . |
| Equity plan | Performance measures | Unranked list (NIM, ROA, ROATCE, efficiency, asset quality, organic loan growth, TSR) | — | — | All awards subject to Clawback Policy under the Stock Incentive Plan . |
Restricted stock award structure:
- Grants on April 3, 2023 and April 1, 2024; vesting 25% annually on grant anniversaries contingent on continuous employment; forfeiture if terminated; death vests tranches scheduled for that calendar year .
Equity Ownership & Alignment
| Item | Value/Details |
|---|---|
| Beneficial ownership | 17,717 shares; less than 1% of outstanding shares . |
| Restricted stock unvested (12/31/2024) | 4,098 shares; market value $118,186 . |
| Stock vested in 2024 | 1,132 shares; value realized $24,133 . |
| Nonqualified deferred compensation balance (12/31/2024) | $274,548; registrant contribution in 2024 $61,871 . |
| Stock option awards | None granted in 2024; options not used historically for NEOs in 2024 . |
| Ownership guidelines | Director ownership guidelines disclosed; executive ownership guidelines not disclosed . |
| Hedging/pledging | No pledging or hedging disclosures specific to Micklewright in proxy; all SIP awards subject to Clawback . |
Employment Terms
| Agreement/Provision | Key Terms |
|---|---|
| Employment agreement | Auto-renews each September 6 for a three-year term; base salary $350,000 (subject to increases); participation in bonus programs and benefits . |
| Severance (non-CoC) | If involuntarily terminated without cause or voluntarily for good reason: continuation of base salary for the greater of remaining term or six months and continuation of life, disability, medical/health benefits or cash equivalent for the same period . |
| Change-in-control (CoC) | Double trigger required; lump sum equal to 2.75× highest annual base salary for Webb and Micklewright; welfare benefits continuation for 33 months or cash equivalent; non-solicit: 12 months employees, 6 months customers (if terminated without cause or for good reason) . |
| Potential payments (as of 12/31/2024) | Before CoC: Involuntary w/o cause or good reason severance $1,100,823; welfare continuation $85,652; total $1,186,475 . After CoC: Severance $1,127,501; SERP (unvested portion) $400,020; welfare continuation $75,958; accelerated restricted stock $117,408; total $1,720,887 . |
| SERP (pre-amendment) | Annual benefit originally $100,000; approximately 87% vested with remainder vesting ratably over next two years (as of 2024) . |
| SERP (Aug 22, 2025 amendment) | Normal Retirement Benefit increased to $125,000; annual 2.0% increases beginning Jan 1, 2027; illustrative schedule: 2025 $99,166; 2026 $125,000; 2027 $127,500; 2028 $130,050; 2029 $132,651; benefit paid over 15 years commencing after separation events (retirement at age 70, disability, death, or within 2 years post-CoC) . |
| SERP covenants | Non-compete and non-solicitation; violation results in forfeiture of unpaid benefits; subject to 280G excise-tax cutback election (no gross-ups) . |
| 409A and plan administration | Payments subject to Code Section 409A timing (e.g., 6-month delay for specified employees), Section 162(m) deductibility considerations; plan administrator authority and claims procedures detailed in plan documents . |
| Regulatory constraints | Benefits subject to FDIC golden parachute rules (12 CFR Part 359); forfeiture if subject to a final removal/prohibition order; competition restriction post-separation in any PA county where the bank has offices triggers forfeiture . |
| Clawback | All stock incentive plan awards subject to MPB Clawback Policy . |
Additional Disclosures Relevant to Alignment and Governance
- Compensation Committee and consultants: Committee comprised of independent directors; uses Newcleus Compensation Advisors’ peer group for benchmarking; no interlocks; detailed committee rosters disclosed for 2024 and 2025 .
- Say-on-pay: Over 94% of votes cast approved NEO compensation at the 2024 annual meeting, indicating strong shareholder support .
- Performance linkage: Pay-versus-performance disclosures show compensation actually paid tracking TSR and net income; average non-PEO NEO CAP was $536,074 in 2024 vs TSR value $122.74 and net income $49.4M .
Investment Implications
- Alignment: Equity grants with multi-year vesting (25% annually) and a growing SERP benefit (raised to $125k with 2% escalators) plus double-trigger CoC protections tie retention to long-term company outcomes and discourage short-term risk-taking; all equity awards are clawback-eligible .
- Retention risk: Significant unvested restricted stock (4,098 shares as of 12/31/2024) and a largely vested SERP ($1,099,980 vested as of 12/31/2024; remaining unvested $400,020 accelerates post-CoC) reduce near-term departure incentives but increase sensitivity around change-in-control scenarios .
- Selling pressure: Annual restricted stock tranches vesting (e.g., 1,132 shares vested with $24,133 realized in 2024) may create periodic selling pressure if awards are sold; monitor Form 4 activity for timing patterns around vest dates .
- Governance quality and shareholder sentiment: Strong say-on-pay support and independent Compensation Committee oversight, with explicit non-solicit/non-compete and regulatory golden parachute constraints, indicate robust governance and risk controls around executive pay .