William A. Specht, III
About William A. Specht, III
Independent director of Mid Penn Bancorp, Inc. (MPB), age 63, serving since 2006 and nominated to continue as a Class C director through 2028. He is President and CEO of Seal Glove Manufacturing, Inc. and Ark Safety, and previously served as Vice Chair of MPB’s Board and Bank from 2012 to July 2021, bringing long-tenured operating leadership and governance experience to MPB’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mid Penn Bancorp, Inc. / Mid Penn Bank | Vice Chair of the Board | 2012 – July 2021 | Senior leadership of board; governance continuity |
| Dauphin County Planning Commission | Commissioner; Chair; Vice Chair | Nine years total; Chair 2 years; Vice Chair 2 years | Regional planning oversight; leadership roles |
| Seal Glove Manufacturing, Inc. | President & CEO; Director | Not disclosed | Operational leadership; manufacturing expertise |
| Ark Safety | President & CEO; Director | Not disclosed | Operational leadership; safety products |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MANTEC (nonprofit) | Board Member | Not disclosed | Manufacturing extension; industry engagement |
| Capital Blue Cross | Consumer Advisory Board Member | Not disclosed | Stakeholder engagement; customer focus |
| Millersburg community organizations | Various roles | Ongoing (not disclosed) | Community involvement |
Board Governance
- Independence: MPB’s board has 11 of 12 independent directors; Specht is independent under Nasdaq standards .
- Committee assignments: Audit Committee (member); Real Estate Committee (Chair) .
- 2024 meetings: Board met 14 times; Audit met 7; Real Estate met 4; independent directors held one executive session in October 2024 .
- Attendance: Each director attended at least 85% of aggregate board and committee meetings in 2024; all directors attended the 2024 annual meeting .
| Committee | Role | Financial Expert | Meetings Held in 2024 |
|---|---|---|---|
| Audit (Corporation) | Member | Not designated | 7 |
| Real Estate (Joint) | Chair | Not applicable | 4 |
Fixed Compensation (Director Pay – 2024)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $62,500 |
| All Other Compensation (Director Retirement Plan termination lump sum) | $69,904 |
| Total Cash Compensation | $132,404 |
| Notes | Annual board fee was $55,000; committee chairs receive $7,500; vice chairs $2,500; MPB terminated the Director Retirement Plan and paid lump-sum benefits in October 2024 . |
Performance Compensation (Director Equity)
| Type | Grant Date | Shares | Fair Value/Share | Grant Value | Vesting | Performance Metric Linkage |
|---|---|---|---|---|---|---|
| Restricted Stock | April 1, 2024 | 999 | $20.04 | $20,020 | One-year cliff vesting | None disclosed (time-based vest only) |
- MPB’s new omnibus Stock Incentive Plan (approved 2023) allows multiple award types; all awards are subject to a Clawback Policy .
Other Directorships & Interlocks
| Category | Company | Role | Notable Interlocks/Conflicts |
|---|---|---|---|
| Public company boards | None disclosed | — | None disclosed for Specht . |
| Private/nonprofit boards | MANTEC; Capital Blue Cross Consumer Advisory Board | Board/Advisory roles | Routine governance roles; no related-party transactions disclosed involving Specht . |
Expertise & Qualifications
- Operating CEO of manufacturing and safety equipment businesses; prior MPB Vice Chair; community and advisory board service. The Board determined his “business knowledge and management experience” add value to MPB’s Board .
Equity Ownership
| Measure | Value |
|---|---|
| Total Beneficial Ownership (Common Stock) | 49,901 shares; less than 1% of class |
| Indirect/Entity Holdings | Includes 4,900 shares held by an entity wholly-owned by Specht |
| Restricted Stock Included | Includes 999 restricted shares |
| Trust Interests | Trustee of a family trust holding 31,210 shares for benefit of Janet E. Specht |
| Board Ownership Policy | Minimum director ownership values by reelected term: Second $75,000; Third $150,000; Fourth $225,000; Fifth $300,000 (value measured by greater of tangible book value per share or stock price) |
Governance Assessment
- Positive signals:
- Independent director with long tenure; chairs Real Estate Committee and serves on Audit, supporting board oversight breadth .
- Strong engagement: at least 85% attendance; participation in executive session; full board attendance at annual meeting .
- Ownership alignment via annual restricted stock awards and director ownership policy; anti-hedging policy prohibits short selling and derivatives .
- No related-party transactions disclosed involving Specht (contrast: unrelated leases and family employment were disclosed for other directors) .
- Watch items:
- Tenure/refreshment: MPB bylaw term limit of 15 years with exceptions for directors in office as of Jan 1, 2020; Specht’s 19-year service falls under exceptions—monitor board refreshment balance and continued independence over extended tenure .
- Director retirement plan termination produced lump-sum payments (including for Specht) in 2024; while plan was modest and terminated, continued monitoring of director pay structure for alignment is warranted .
Overall, Specht’s independent status, committee leadership, and ownership participation support investor confidence. No direct conflicts or related-party exposures are disclosed; policies (clawback, anti-hedging, ownership thresholds) further underpin governance quality. Continued attention to board refreshment given extended tenure is prudent .