Jennifer L. Moeller
About Jennifer L. Moeller
Jennifer L. Moeller, 61, is an independent director of Middlefield Banc Corp. (MBCN) serving since 2023 (Class II; current term expires at the 2027 annual meeting). She brings strategic planning, marketing, consumer finance software, and retail banking operating experience, and is an angel investor; she serves on MBCN’s Compensation Committee. The board has determined all directors other than the CEO are independent under Nasdaq rules, which includes Ms. Moeller .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Procter & Gamble | Brand Management | Not disclosed | Consumer-packaged goods brand leadership . |
| MECA Software | Senior Vice President | Not disclosed | Personal financial software operator/strategist . |
| Block Financial Corporation | Director of Electronic Services | Not disclosed | Led electronic services in personal finance domain . |
| Connecticut mutual savings bank (name not disclosed) | Senior Vice President & Retail Banking Director | Not disclosed | Retail banking leadership . |
| Cut flower farm (supplier to Whole Foods, Heinen’s, Mayesh Wholesale) | Founder/Operator | ~10 years | Entrepreneurial small business operations . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| North Coast Ventures | Chairperson, Investment Screening Committee | Not disclosed | Early-stage investing oversight . |
| The Shanahan Law Firm’s Economic Development and Job Creation Initiative | Senior Business Advisor to startups | Not disclosed | Startup advisory . |
| Angel Investor | Investor | Ongoing | Focus on tech/small business per biography . |
Board Governance
| Governance Item | 2023 | 2024 | Notes |
|---|---|---|---|
| Committee assignment | Compensation Committee – Member | Compensation Committee – Member | Not a committee chair . |
| Meeting attendance threshold (≥75% of board + committees) | Met (exception named in 2023 was Director Watkins, not Moeller) | Met by all directors in 2024 | Indicates adequate engagement. |
| Annual shareholder meeting attendance | 9 of 12 directors attended 2023 meeting | 11 of 12 attended 2024 meeting | Individual attendance not separately disclosed. |
| Independence status | Independent (all except CEO) | Independent (all except CEO) | Board majority independent. |
| Board leadership | Independent Chair (Chair separate from CEO) | Independent Chair (Chair separate from CEO) | Supports independent oversight. |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash (USD) | $24,500 | $26,250 |
| Stock awards (grant-date fair value, USD) | $15,600 | $15,600 |
| Total (USD) | $40,100 | $41,850 |
| Per-meeting fees (holding company) | $750 per meeting | $750 per meeting |
| Chair retainers (holding company) | Chair of Board $15,000; Audit/Comp Chairs $3,000; Gov/Exec Chairs $2,000 | Chair of Board $15,000; Audit/Comp Chairs $3,000; Gov/Exec Chairs $2,000 |
| Bank board monthly retainer | $750/month plus equity grants (~$15,600/yr) | $750/month plus equity grants (~$15,600/yr) |
Director equity grant detail (bank board):
- 2023: 284 shares on Jan 3, 2023 at $27.40; 291 shares on Jul 3, 2023 at $26.80 .
- 2024: 240 shares on Jan 2, 2024 at $32.37; 324 shares on Jul 1, 2024 at $24.05 .
Performance Compensation
| Performance Metric | Target/Weight | Applicability to Directors |
|---|---|---|
| Performance-based metrics (TSR/ROAA, etc.) | Not disclosed for directors | Director pay is cash retainers/meeting fees and time-based stock grants; non-employee directors are eligible for restricted stock/RSUs/NQSOs under the 2017 Omnibus Equity Plan; no director-specific performance metrics disclosed . |
Other Directorships & Interlocks
| Company | Role | Exchange | Committee roles | Notes |
|---|---|---|---|---|
| None disclosed in proxy biography | — | — | — | No current public company directorships disclosed for Ms. Moeller . |
Expertise & Qualifications
- Strategic planning and operating leadership across CPG, personal finance software, and retail banking; angel investing and venture screening experience (North Coast Ventures) .
- Education: B.S. in Business (Miami University); National School of Banking (Fairfield University); M.A. (John Carroll University) .
- Committee experience: MBCN Compensation Committee member; committee met six times in 2024 .
Equity Ownership
| Item | As of Mar 15, 2024 | As of Mar 14, 2025 | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 3,139 | 4,291 | Increase year over year. |
| Ownership as % of outstanding | Does not exceed 1% | Does not exceed 1% | Threshold disclosure. |
| Options exercisable within 60 days | None disclosed | None disclosed | No options in table. |
| Hedging/pledging | Prohibited by Insider Trading Policy; no margin or pledging allowed | Prohibited; no margin or pledging allowed | Alignment-positive. |
| Director stock ownership guideline | 4x annual bank director base compensation (cash retainer + equity grants) within 4 years of election | Same; directors with 4+ years were in compliance as of Mar 14, 2025 | Ms. Moeller joined in 2023; guideline allows 4 years to comply . |
Insider Trades and Section 16(a) Compliance
| Year | Filing Issue | Details |
|---|---|---|
| 2023 | Late/omitted filings | One Form 3 and two Form 4s failed to report shares acquired before she became a director (catch-up reporting) . |
| 2024 | Late filing | One Form 4 not timely filed relating to a stock purchase . |
RED FLAG: Repeated Section 16(a) reporting deficiencies (late/missed filings) can signal administrative control gaps; while common in small-caps, they merit monitoring for remediation and process strengthening .
Governance Assessment
- Independence and alignment: Independent director; board structure separates Chair and CEO; anti-hedging and no-pledging policies support alignment; director stock ownership guidelines target 4x base compensation within four years (Moeller is still within this window) .
- Committee influence: Compensation Committee member during 2023–2024; committee engaged independent consultants (Newcleus in 2023; Meridian in 2024) and met six times in 2024, indicating active oversight of pay design and benchmarking .
- Attendance and engagement: Met ≥75% attendance thresholds; majority of directors attended annual meetings (11/12 in 2024), supporting board effectiveness .
- Compensation structure: Director pay is modest and balanced between cash and time-based equity, with transparent per-meeting fees and chair retainers; no performance-linked director equity disclosed—reduces potential short-term risk-taking incentives but may weaken explicit performance linkage at the board level .
- Conflicts/related parties: Proxy discloses ordinary-course related-party lending to an entity with a director’s material interest (unnamed), made on market terms; no specific related-party transactions or interlocks disclosed for Ms. Moeller .
Overall: Strengths include independence, active compensation oversight, and alignment policies; watchlist items are Section 16(a) reporting lapses and continued monitoring of ownership guideline progress within the four-year window .