Carolyn J. Turk
About Carolyn J. Turk
Carolyn J. Turk is an independent director of Middlefield Banc Corp. and has served on the board since 2004. She is 68 and retired in 2022 after 29 years at Molded Fiber Glass Companies in roles including CFO, Controller, and Senior Internal Auditor; she is a licensed CPA (Ohio) with a B.S. in Accountancy from Youngstown State University . She is designated by the board as an “audit committee financial expert” under SEC rules and is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Molded Fiber Glass Companies | CFO; Controller; Senior Internal Auditor | 29 years; retired 2022 | Senior finance leadership and internal audit experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ashtabula Foundation (non-profit) | Director | Current | Local grant-making foundation; community service role |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined independent; all directors other than the CEO (Mr. Zimmerly) are independent; independence considered inclusive of customary banking relationships under Nasdaq rules . |
| Committee Assignments | Audit Committee (Chair since May 15, 2024); Corporate Governance & Nominating Committee (Chair through May 15, 2024) . |
| Audit Committee Financial Expert | Yes (designated by the board) . |
| Audit Committee Composition (2024) | Kevin A. DiGeronimo; Kenneth E. Jones; Darryl E. Mast; Carolyn J. Turk; Mark R. Watkins . |
| Board & Committee Attendance (2024) | Board met 6 times; each director attended ≥75% of combined board and committee meetings during their tenure; 11 of 12 directors attended the 2024 annual shareholder meeting . |
| Board Leadership | Independent Chair; Chair and CEO roles are separated . |
| Term/Classification | Director since 2004; Class III director with term expiring at 2025 annual meeting; nominated for new term ending 2028 . |
| Age/Retirement Policy | Directors may not stand for election after age 75; may complete current term . |
Fixed Compensation
| Year | Component | Amount |
|---|---|---|
| 2024 | Fees Earned or Paid in Cash | $31,875 |
| 2024 | Director Equity (Stock Awards) | $15,600 (aggregate grant-date fair value) |
| 2024 Program Details | Meeting Fees | $750 per board/committee meeting (Company and Bank) |
| 2024 Program Details | Chair Stipends (Company) | Audit Chair: $3,000; Compensation Chair: $3,000; Corporate Governance & Nominating Chair: $2,000; Executive Committee Chair: $2,000 |
| 2024 Program Details | Bank Board Monthly Retainer | $750 per month; plus two stock grants with aggregate target annual value ~$15,600 (half in January, half in July) |
Note: The Company’s published 2024 director compensation table shows Ms. Turk’s total at $47,475 (cash plus stock). The stock awards reflect grants described below .
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant-Price or Terms | Notes / Fair Value |
|---|---|---|---|---|
| Jan 2, 2024 | Stock grant (Bank director) | 240 shares | $32.37/share | Part of 2024 director stock awards totaling $15,600 for the year . |
| Jul 1, 2024 | Stock grant (Bank director) | 324 shares | $24.05/share | Part of 2024 director stock awards totaling $15,600 for the year . |
- Directors receive cash meeting fees and equity grants; no director performance metrics are used for director pay (AIP/PSU metrics apply to executives, not directors) .
- For context, the executive Annual Incentive Plan metrics in 2024: 50% pre-tax pre-provision net income; 20% net overhead ratio; 10% classified asset ratio; 20% strategic goals; threshold/target/max payout ranges set by role and performance (CEO 20/40/60% of salary; other execs 15/30/45%) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Ms. Turk in Company proxy biography . |
| Private/Non-profit boards | Director, Ashtabula Foundation . |
| Disclosed interlocks/conflicts | None disclosed for Ms. Turk. Company notes one commercial real estate loan >$120,000 to an entity with a director’s material ownership interest (not identified), made on market terms . |
Expertise & Qualifications
- Licensed CPA (Ohio); deep finance and audit background (CFO/Controller/Internal Auditor) .
- Audit Committee Chair (since May 15, 2024) and prior Chair of Corporate Governance & Nominating; strong governance oversight experience .
- Audit Committee Financial Expert designation by the board .
- Independent director under Nasdaq and SEC 10A-3 rules .
Equity Ownership
| Holder | Shares Beneficially Owned | Exercisable Options (60 days) | % of Shares Outstanding |
|---|---|---|---|
| Carolyn J. Turk (Director) | 32,155 | — | Does not exceed 1% |
| Ownership Policy/Practice | Detail |
|---|---|
| Director Stock Ownership Guidelines | Within 4 years of election, directors must hold Middlefield stock equal to ≥4x yearly base compensation for Bank board service; as of Mar 14, 2025, directors with ≥4 years of service met guidelines . |
| Anti-hedging / Anti-pledging | Hedging (short sales, options, collars) prohibited; minimum 6-month holding of open-market purchases; no margin accounts or pledging allowed . |
| Section 16(a) compliance (2024) | Company reported certain late filings (CEO/other exec and one director—Moeller), but no late filings referenced for Ms. Turk . |
Insider Trading & Filings
| Item | Status |
|---|---|
| Form 4 activity disclosed (2024 proxy) | No specific Form 4 transactions for Ms. Turk are disclosed in the proxy; Section 16(a) discussion lists late filings for others, not Ms. Turk . |
| Policy constraints | Hedging and pledging prohibited; trading permitted only in open windows (subject to exceptions) . |
Governance Assessment
-
Strengths
- Independent Audit Chair with CPA background and SEC “financial expert” designation—supports robust financial reporting oversight .
- Independence affirmed; board leadership separated with an independent Chair .
- Satisfactory attendance disclosure (≥75% for all directors) and active committee structure; audit committee met 4 times in 2024 .
- Alignment via direct stock ownership (32,155 shares) and mandatory ownership guidelines; anti-hedging and anti-pledging guardrails reduce misalignment risk .
-
Watch items
- Long tenure (director since 2004) is a refreshment consideration for some investors, though the Company maintains age-based retirement at 75 and continues to nominate her (2028 term) .
- The Company disclosed a related-party loan to an entity with a director’s material ownership interest (not named); loan made on market terms—no indication it involves Ms. Turk .
Overall signal: Ms. Turk brings strong financial oversight credentials and chairs the audit committee with “financial expert” designation, bolstering board effectiveness and investor confidence. Her ownership, independence, and the Company’s anti-hedging/pledging policies support alignment, while her long service is a typical refreshment consideration for governance-focused investors .