James K. McCaskey
About James K. McCaskey
Independent director since 2004; age 61. President of McCaskey Landscape & Design, LLC; previously Vice President of Sales at The Pattie Group for 17 years. Holds dual Bachelor’s degrees in Agricultural Production and Biology from Wilmington College (1985); extensive local civic roles as Munson Township Trustee (since Jan 2, 2014), Geauga County Planning Commission member (since Jan 2019), and Advisory Board member at Kent State University (Geauga). Independence affirmed by the board for all directors except the CEO; McCaskey is independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Pattie Group (design-build landscape) | Vice President of Sales | 17 years (prior to McCaskey Landscape & Design) | Sales leadership in regional landscape development |
| Ohio Landscape Association | Board member; Past President | Not disclosed | Industry governance and standards |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kent State University (Geauga) | Advisory Board member | Not disclosed | Community academic advisory |
| Geauga County Planning Commission | Commissioner | Since January 2019 | County planning oversight |
| Munson Township | Trustee | Since January 2, 2014 | Local government leadership |
Board Governance
- Committee assignments: Executive Committee member; not identified as chair.
- Independence: Board determined all directors other than the CEO are independent; McCaskey is independent.
- Attendance: Board met 6 times in 2024; every director attended at least 75% of board and committee meetings; 11 of 12 directors attended the 2024 annual meeting. In 2023, the board met 9 times; all directors except Watkins met at least 75% attendance.
| Governance Metric | 2023 | 2024 |
|---|---|---|
| Board meetings held | 9 | 6 |
| McCaskey attendance disclosure | ≥75% threshold met (board-wide) | ≥75% threshold met (board-wide) |
| Annual meeting attendance (board-wide) | 9 of 12 directors | 11 of 12 directors |
| Committee role | Executive Committee member | Executive Committee member |
Fixed Compensation
- Structure: $750 per Middlefield board or committee meeting; Chairman receives $15,000; Audit/Compensation chairs $3,000; Governance/Executive chairs $2,000. Bank board directors receive ~$2,050/month (including $750 cash retainer) plus two stock grants totaling ~$15,600 annually; bank committee meetings pay $750; certain bank committee chairs receive $2,000.
| Director Compensation (USD) | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash (McCaskey) | $29,750 | $26,500 |
| Stock awards (McCaskey) | $15,600 | $15,600 |
| Total (McCaskey) | $45,350 | $42,100 |
Performance Compensation
- Non-employee directors receive equity grants; no performance metrics are tied to director equity awards (time-based grants at the bank board).
| Director Equity Grants (Bank Board) | Grant date | Shares | Grant price | Grant value |
|---|---|---|---|---|
| Annual stock grant (each director) | Jan 2, 2024 | 240 | $32.37 | $7,769 |
| Semiannual stock grant (each director) | Jul 1, 2024 | 324 | $24.05 | $7,792 |
| Annual stock grant (each director) | Jan 3, 2023 | 284 | $27.40 | $7,782 |
| Semiannual stock grant (each director) | Jul 3, 2023 | 291 | $26.80 | $7,799 |
Expertise & Qualifications
- Business management: Long-tenured operator in regional design-build landscape sector; past industry association president.
- Community/governance: Township trustee and county planning commissioner; university advisory board engagement.
- Tenure: Director since 2004, providing continuity and institutional knowledge.
Equity Ownership
| Beneficial Ownership | 2024 | 2025 |
|---|---|---|
| Shares beneficially owned (McCaskey) | 10,171 | 11,602 |
| Ownership as % of shares outstanding | <1% | <1% |
| Notable holdings detail | Includes 4,992 shares jointly with spouse; 1,372 in spouse retirement account | Includes 4,706 shares jointly with spouse; 1,372 in spouse retirement account |
- Stock ownership guidelines: Directors must reach and maintain ownership equal to at least 4x yearly base compensation within 4 years; directors with ≥4 years of service (includes McCaskey) met guidelines as of record dates.
- Hedging/pledging: Company policy prohibits hedging and pledging of company shares; margin accounts also prohibited.
Governance Assessment
- Strengths: Independence; consistent attendance; meaningful local governance experience; alignment via recurring director equity grants and adherence to ownership guidelines.
- Compensation mix: Modest cash plus equity grants; YoY decline in cash fees ($29,750 → $26,500) while equity remained constant ($15,600), supporting steady alignment with shareholders.
- Committee contribution: Participation on Executive Committee enhances engagement with board actions between meetings; no chair role reduces concentration of power.
- Policy safeguards: Anti-hedging/anti-pledging; clawback policies (applies to awards under Omnibus Equity Plan, primarily for executives); board-level independence and risk oversight structures.
- Potential conflict monitoring: Company disclosed one commercial real estate loan to an entity with a director’s material ownership, originated on market terms; no director-specific related-party transactions are attributed to McCaskey. RED FLAG only in aggregate if patterns emerge or terms deviate; none indicated.
- Section 16 compliance: 2024 report notes some late filings by certain insiders, not including McCaskey; improves confidence regarding his compliance posture.
Overall, McCaskey presents as a long-tenured, independent director with consistent engagement and local governance expertise; compensation and ownership practices align with shareholder interests, and no director-specific conflicts are disclosed.