Theodore W. Mowery
About Theodore W. Mowery
Theodore W. Mowery, age 66, has served as an independent director of Mid Penn Bancorp, Inc. since 2003. He is a founding partner of Gunn Mowery, LLC and Mowery Insurance, Inc., holds Series 6 and 63 securities licenses, and is licensed in life, health, property, and casualty insurance, with long-standing engagement on civic boards in the greater Harrisburg area .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gunn Mowery, LLC | Founding Partner | Not disclosed | Insurance/employee benefits leader managing programs for 10,000+ clients |
| Mowery Insurance, Inc. | Founding Partner | Not disclosed | Insurance agency leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Association of Insurance and Financial Advisors (NAIFA) | Member | Not disclosed | Professional association membership |
| Estate Planning Council of Central Pennsylvania | Member | Not disclosed | Professional association membership |
Board Governance
- Independence: Determined independent under Nasdaq standards; one of 11 independent directors on a 12-member board (92% independent) .
- Committee assignments: Member, Real Estate (Joint) and Risk (Joint); not Chair/Vice Chair .
- Lead Independent Director: John E. Noone .
- Board and committee activity: Board met 14 times in 2024; independent directors met in executive session once; each director attended at least 85% of aggregate Board and committee meetings; Real Estate and Risk Committees each held 4 meetings in 2024 .
- Annual meeting attendance: All directors attended the 2024 Annual Meeting .
| Committee | Role | Meetings Held (2024) | Notes |
|---|---|---|---|
| Real Estate (Joint) | Member | 4 | Focus on real estate-related matters |
| Risk (Joint) | Member | 4 | Oversees cybersecurity, asset quality, interest rate, capital/liquidity risks |
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Board cash fees | $58,750 | Standard annual board fee policy $55,000; Mowery’s fees earned were $58,750 |
| Deferred fee plan election | $58,750 deferred | Elected to defer 100% of annual director’s fee in 2024 |
| Committee chair/vice fees | $0 disclosed | Not a chair/vice chair in 2024 |
| All other compensation | $198,127 | Includes $120,000 non‑employee consultant fees and $78,127 lump sum from Director Retirement Plan termination |
Director compensation policy context (Board-wide): Annual board fee $55,000; Lead Independent Director $87,500; Committee Chair $7,500; Committee Vice Chair $2,500; April 1, 2024 restricted stock grant of 999 shares with one-year vesting; deferred fee plan available (up to 100% of fees) .
Performance Compensation
| Grant Type | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted stock (RSU) | Apr 1, 2024 | 999 | $20,020 (at $20.04/sh) | One-year vesting restriction |
Notes:
- No stock options granted to directors in 2024; equity awards subject to Clawback Policy under the Stock Incentive Plan framework .
- Director grants are time-based (no disclosed performance metric targets for director equity) .
Other Directorships & Interlocks
| Company/Institution | Role | Public Company? | Committees |
|---|---|---|---|
| None disclosed | — | — | — |
No other public company directorships or disclosed interlocks for Mowery; bio cites numerous civic/community boards without specifics .
Expertise & Qualifications
- Founding partner/operator experience in insurance and employee benefits; licensed across life, health, property, and casualty lines .
- Securities licenses: Series 6 and 63 .
- Education: Bachelor of Arts, Gettysburg College .
- Professional affiliations: NAIFA; Estate Planning Council of Central Pennsylvania .
- Board value proposition: Insurance services domain expertise and company leadership experience deemed to add substantial value to the Corporation .
Equity Ownership
| Holder | Shares Beneficially Owned | Breakdown/Notes | % of Outstanding |
|---|---|---|---|
| Theodore W. Mowery | 61,036 | Includes 250 shares held by spouse and 999 restricted shares | 0.32% (61,036 / 19,355,997) |
| Restricted vs. Unrestricted | 999 restricted | One-year vesting from Apr 1, 2024 | — |
Ownership alignment policy: Directors seeking re‑election must beneficially own stock meeting minimum value thresholds ($75k for 2nd term, $150k 3rd, $225k 4th, $300k 5th), measured as shares owned times the greater of tangible book value per share or stock price at month-end prior to nomination (individual compliance not disclosed) .
Governance Assessment
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Strengths
- Independence, long tenure, and domain expertise; active service on Risk Committee supports board risk oversight in key areas including cybersecurity, asset quality, and interest rate risk .
- Solid engagement: at least 85% attendance; participation in two operationally relevant committees; attendance at 2024 Annual Meeting .
- Ownership: meaningful personal stake (61,036 shares) and alignment mechanisms (director RSUs; board ownership guidelines) .
-
Potential concerns and RED FLAGS
- Non‑employee consultant fees of $120,000 paid to Mowery in 2024 represent a direct financial relationship with the company; while disclosed, no detail on scope is provided, posing potential independence/perceived conflict risk if services overlap board remit or management oversight responsibilities .
- Equity awards are strictly time‑based with one‑year vesting; absence of disclosed performance conditions for director equity may reduce “pay-for-performance” linkage at the board level (common for director comp but noteworthy for alignment analysis) .
- Combined Chair/CEO structure persists; mitigated by a Lead Independent Director and majority independent board, but may concentrate agenda control with management .
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Related party transactions
- No material related party transactions disclosed involving Mowery other than consultant fees noted above; broader related person transactions policy and examples cited for other directors (e.g., leases affiliated with Noone; employment of Kiefer’s brother) were reviewed by board/committees .
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Hedging/pledging and insider trading policy
- Anti‑hedging provisions prohibit day trading, short selling, and derivatives (other than plan securities); insider trading policy requires pre‑clearance and imposes blackout periods .
Overall, Mowery’s insurance sector expertise and committee participation bolster board effectiveness in operational risk areas, but the 2024 consulting arrangement warrants monitoring and clear scoping to avoid actual or perceived conflicts that could undermine investor confidence .