Courtney M. Erminio
About Courtney M. Erminio
Executive Vice President – Chief Risk Officer at Middlefield Banc Corp. (MBCN); age 43 as of the 2025 proxy. Joined The Middlefield Banking Company in June 2010 after serving on Crowe Horwath LLP’s internal audit staff; holds a B.S. in Business Administration/Finance from the University of Akron and is a Certified Internal Auditor (CIA) and Certified Financial Services Auditor (CFSA); completed the ABA Stonier Graduate School of Banking in 2023 . Company context for pay-versus-performance: a $100 initial investment in MBCN equated to 123 in 2024, 137 in 2023, and 114 in 2022; reported net income of $15.5 million (2024), $17.4 million (2023), and $15.7 million (2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Crowe Horwath LLP | Internal audit staff | Prior to June 2010 | Foundation in financial controls and audit relevant to bank risk oversight |
External Roles
- No external public company board roles disclosed in the executive biography sections reviewed for Erminio .
Fixed Compensation
- Detailed base salary and cash compensation for Erminio are not disclosed because she was not a named executive officer (NEO) in the Summary Compensation Table, which lists Zimmerly, Ranttila, and Cheravitch only .
Performance Compensation
Annual Incentive Plan (AIP) Design and 2024 Results
| Metric | Weighting | Target Definition | Actual (2024) | Payout Timing | Vesting |
|---|---|---|---|---|---|
| Pre-tax, pre-provision net income (PTPPNI) | 50% | Compensation Committee-approved annual target | 104.4% of target achieved | March 2025 cash payout for 2024 performance | Cash bonus; subject to clawback |
| Net overhead ratio | 20% | Committee-set annual efficiency target | Not separately quantified in proxy | March 2025 cash payout | Cash bonus; subject to clawback |
| Classified asset ratio | 10% | Committee-set credit quality target | The proxy text notes 150% of target and also cites failure to achieve targeted performance (as disclosed) | March 2025 cash payout | Cash bonus; subject to clawback |
| Strategic goals (qualitative) | 20% | Committee-established qualitative objectives | Exceeded qualitative performance measure | March 2025 cash payout | Cash bonus; subject to clawback |
- Eligibility calibration: Executive management team other than the CEO is eligible for 15% (threshold), 30% (target), 45% (maximum) of base salary under the AIP; CEO is eligible for 20%/40%/60% bands .
Annual Incentive Plan – 2023 Performance Reference
| Metric | Weighting | Actual (2023) | Payout Timing |
|---|---|---|---|
| Net income | Not disclosed | 87% of target | March 10, 2024 cash payout |
| Efficiency ratio | Not disclosed | 76% of target | March 10, 2024 |
| Return on assets (ROA) | Not disclosed | 46% of target | March 10, 2024 |
| Classified asset ratio | Not disclosed | Failed to achieve target | March 10, 2024 |
Long-Term Equity Incentive Design (2024 grants to executive officers)
| Vehicle | Performance Metric(s) | TSR Modifier | Target/Maximum | Vesting Terms | Notes |
|---|---|---|---|---|---|
| Performance Stock Units (PSUs) | Three-year average ROAA vs custom index of U.S. banks ($1–$5B assets) | Earned PSUs adjusted by percentile rank of MBCN’s TSR vs same index; negative TSR caps payout at target | Up to 187.5% of target opportunity | Vests after three-year performance period; certain terminations (death/disability/without cause/good reason/defined retirement) treated as if employed through period | Relative metrics adopted to better align with shareholder value; transition away from prior TSR-only design |
| Restricted Stock Units (RSUs) | Time-based | n/a | n/a | Vests equally over three years on grant anniversary; immediate vesting upon death/disability/without cause/good reason; continued vesting upon defined retirement | Adopted to balance performance alignment and executive retention |
-
Equity award agreements include post-employment restrictive covenants for 12 months (non-solicit of customers within 25 miles of MBCN offices; non-compete in defined activities) and two-year hiring restrictions tied to the award terms .
-
Clawbacks: All awards under the 2017 Omnibus Equity Plan are subject to Middlefield’s Compensation Recovery Policy compliant with Exchange Act Section 10D, Rule 10D‑1, and Nasdaq Rule 5608; AIP cash awards can be rescinded or recovered for significant failure to meet expectations, fraud/ethical violations, policy breaches, or if awards are attributable to financial reporting errors .
Equity Ownership & Alignment
-
Beneficial ownership: The proxy aggregates “other executive officers (4 people)” at 29,870 shares; individual breakdown for Erminio is not provided in the table (total group holdings for all directors and executive officers is 327,027 shares, or 4.05%) .
-
Hedging and pledging: Insider Trading Policy prohibits hedging/monetization transactions (short sales; puts/calls or other derivatives; zero-cost collars; forward sales), requires minimum six-month holding of open-market purchases, and bans holding Middlefield securities in margin accounts or pledging shares as collateral .
-
Stock ownership guidelines: Executive officer guidelines apply to CEO, President, COO, and CFO (1x base salary ownership within three years of appointment); director guidelines require ≥4x annual director compensation within four years. The policy does not list the CRO among positions covered by the executive ownership guideline .
-
Section 16 compliance: One Form 4 relating to a stock award for Erminio was not timely filed, as disclosed in the delinquent Section 16(a) reporting section .
Employment Terms
-
Employment agreement status: Middlefield does not maintain written employment agreements with officers; severance/change-in-control agreements are disclosed for certain executives (CEO Zimmerly and CFO Ranttila at 2.5x salary+bonus+cash incentive; Chief Banking Officer Cheravitch at 2.0x), plus two years of continued benefits and legal fee reimbursement—no such agreement is disclosed for Erminio .
-
Change-in-control treatment in equity plans: Compensation Committee has broad authority to take actions to preserve award value; change-in-control generally defined via board composition changes, 25%+ beneficial ownership, certain mergers/consolidations, or liquidation/sale of substantially all assets .
-
Post-employment covenants tied to equity awards: 12-month non-solicitation and competitive activity restrictions in specified Ohio geographies within 25 miles of Middlefield offices; 12-month non-solicit of employees/business partners and two-year hiring restrictions for prior employees as defined in award agreements .
Investment Implications
-
Pay-performance alignment: AIP calibrates payouts to PTPPNI, efficiency/overhead, classified assets, and strategic goals; 2024 results show above-target PTPPNI and qualitative execution, indicating incentive exposure to both profitability and asset quality. If Erminio participates in the AIP as part of executive management, her cash incentives would be structured within the 15%/30%/45% bands like other non-CEO executives .
-
Retention and selling pressure: Anti-hedging and anti-pledging rules reduce near-term selling pressure and leverage-related risk; RSUs’ three-year vesting and PSUs’ three-year performance horizon support retention and alignment, with PSUs capped when TSR is negative and levered up to 187.5% with strong relative performance .
-
Disclosure gap: As a non-NEO, Erminio’s individual compensation amounts, grant sizes, and personal share ownership are not itemized in the proxy, limiting precision in pay-for-performance calibration and skin-in-the-game analysis; however, her untimely Form 4 related to a stock award confirms participation in equity programs .
-
CIC economics: Absence of a disclosed severance/change‑in‑control agreement for the CRO suggests lower explicit CIC cash cost for this role relative to CEO/CFO/Chief Banking Officer, though equity plan mechanics and restrictive covenants still govern treatment upon corporate events .