Kenneth E. Jones
About Kenneth E. Jones
Kenneth E. Jones is an independent director of Middlefield Banc Corp., age 76, serving on the board since 2008 with his current term expiring at the 2026 annual meeting; he is a retired financial executive with a B.S. in Nuclear Engineering (University of Virginia, 1970) and an M.B.A. (University of Virginia, 1972), and is licensed as a CPA in Ohio (inactive) . The board has determined he is independent under Nasdaq Rule 5605(a)(2) and SEC Rule 10A-3(b)(1)(ii), and he is designated an Audit Committee Financial Expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Applied Innovation, Inc. (NASDAQ, Dublin, OH) | Director; Chairman of Audit Committee | Not disclosed | Led audit oversight; contributed financial expertise |
| Middlefield Banc Corp. | Audit Committee Chair | Service ended May 15, 2024 | Chaired audit oversight; transitioned chair role in May 2024 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jefferson Township, Franklin County, Ohio | Elected Fiscal Officer | Since May 2004 | Local government financial stewardship |
Board Governance
- Committee memberships: Audit Committee member; Compensation Committee member; prior Audit Committee Chair (service ended May 15, 2024) .
- Independence: Board determined all directors other than the CEO (Mr. Zimmerly) are independent; Jones is independent; Audit Committee members (including Jones) meet Nasdaq and SEC independence standards .
- Board activity and attendance: The board met six times in 2024; each director attended at least 75% of board and committee meetings during their service; eleven of twelve directors attended the 2024 annual shareholder meeting (individual attendance by director not named) .
- Leadership structure: Independent Chairman of the Board (William J. Skidmore) reflects separation of Chair and CEO roles; risk oversight primarily through committees, including Audit and Compensation .
- Director age policy: Upon attaining age 75, a director may complete the current term but may not stand for election to an additional term; Jones is 76 with term expiring 2026 (implies planned turnover) .
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 29,625 |
| Stock Awards | 15,600 |
| All Other Compensation | 900 (Central Ohio Regional Advisory Board service) |
| Total | 46,125 |
| Director Program Elements (2024) | Detail |
|---|---|
| Board/Committee meeting fees | $750 per meeting (Middlefield and bank) |
| Chairman of Board additional pay | $15,000 annual (company) |
| Committee Chair additional pay | Audit and Compensation: $3,000; Corporate Governance and Nominating and Executive: $2,000 (company) |
| Bank director monthly cash retainer | $750 per month |
| Bank director equity grants | ~$15,600 annual, split Jan/Jul; Jan 2, 2024: 240 shares at $32.37; Jul 1, 2024: 324 shares at $24.05 |
| Other board service fee | $900 for Central Ohio Regional Advisory Board |
| 2024 Director Equity Grants (Jones) | Shares | Price/Share | Grant Date | Fair Value ($) |
|---|---|---|---|---|
| Bank director grant #1 | 240 | 32.37 | Jan 2, 2024 | 7,769 |
| Bank director grant #2 | 324 | 24.05 | Jul 1, 2024 | 7,800 |
| Total annual equity value | — | — | — | 15,600 |
Performance Compensation
| Performance-Linked Components for Directors | Metrics | Vesting/Terms |
|---|---|---|
| None disclosed for non-employee directors’ annual board compensation; director equity grants function as retainer stock (not performance-contingent) | N/A | Grants recorded at grant-date value; no options granted since 2011 (executive context); non-employee directors eligible for certain award types under the 2017 Omnibus Equity Plan |
Other Directorships & Interlocks
| Company | Status | Role | Notes |
|---|---|---|---|
| Applied Innovation, Inc. | Prior public company board | Director; Audit Committee Chair | Former role; technology firm; no current interlocks disclosed |
| Other current public company boards | None disclosed | — | — |
Expertise & Qualifications
- Audit Committee Financial Expert designation; CPA (Ohio, inactive), with deep financial oversight experience .
- Technical and financial education: B.S. Nuclear Engineering (1970) and M.B.A. (1972), both from the University of Virginia .
- Long-standing public sector fiscal role (Jefferson Township Fiscal Officer since May 2004) .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes | Percent of Stock |
|---|---|---|---|
| Kenneth E. Jones | 19,474 | Includes 2,154 shares held by spouse | Does not exceed 1% |
| Shares Outstanding (record date) | 8,081,193 | Record date March 14, 2025 | — |
| Ownership Alignment Policies | Requirement / Status |
|---|---|
| Director stock ownership guideline | ≥4x yearly base compensation (bank director cash retainer + equity grants) within 4 years; directors with ≥4 years of service met the guidelines as of Mar 14, 2025 |
| Hedging/derivatives | Prohibited (no short selling, puts/calls, zero-cost collars, etc.) |
| Pledging/margin | Prohibited (no margin accounts or pledging shares) |
| Insider trading windows | Directors may transact only in open windows, subject to policy |
Insider Trades and Section 16(a) Compliance
| Item | Disclosure |
|---|---|
| Section 16(a) filings for Jones | No delinquencies disclosed for Jones; company noted untimely filings for certain other individuals in 2023–2024, not including Jones |
| Insider trading policy | Prohibits hedging, short-selling, derivatives, margin accounts, and pledging; requires trading only in open windows |
Governance Assessment
- Strengths: Independent director with Audit Committee Financial Expert designation; prior Audit Committee Chair; serves on Audit and Compensation Committees; robust anti-hedging/anti-pledging policy and director ownership guidelines, with directors of ≥4 years in compliance; Compensation Committee engages independent consultant (Meridian) for pay practices and peer group calibration .
- Engagement: Board met six times; each director attended ≥75% of combined board and committee meetings; broad committee-based risk oversight structure .
- Potential conflicts/related-party exposure: Company disclosed a 2024 commercial real estate loan >$120,000 to an entity in which a director had a material ownership interest (terms deemed ordinary course); the specific director was not identified—monitor for any future specificity and recurrence; independence determinations consider loan/deposit relationships consistent with Nasdaq rules .
- Transition risk: Age 75 retirement policy means Jones (age 76) can complete his current term through 2026 but is ineligible for reelection thereafter, implying upcoming loss of seasoned audit expertise and committee continuity; succession planning processes are board-level and ongoing .
- RED FLAGS: None specific to Jones disclosed (no hedging/pledging permitted, no related-party transactions identified for Jones, no Section 16(a) issues reported for him). Company-level watchpoint: unnamed director related-party loan in 2024 warrants continued monitoring for potential conflicts .