Kevin A. DiGeronimo
About Kevin A. DiGeronimo
Independent director of Middlefield Banc Corp. (MBCN); age 40; Principal of DiGeronimo Companies and Executive Principal of Independence Construction. He has served on The Middlefield Banking Company board since January 2020 and on Middlefield Banc Corp.’s board since November 8, 2021; current MBCN board term expires in 2027. He serves on the Audit Committee and is deemed independent by the board’s NASDAQ/SEC standards. Attendance met the ≥75% threshold in 2024 (and all directors except one met it in 2023).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DiGeronimo Companies | Principal | Not disclosed | Leads family companies across commercial construction, real estate development, and remediation; business management experience cited as board-relevant. |
| Independence Construction | Executive Principal | Not disclosed | Operational leadership in construction; provides business/leadership expertise to the board. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed in proxy | — | — | No other public company directorships or external board roles are listed for Mr. DiGeronimo. |
Board Governance
- Independence: Board determined all directors other than the CEO (Zimmerly) are independent; Audit, Compensation, and Corporate Governance & Nominating committees are fully independent.
- Committees (2024 service year): Audit Committee member (not chair). Audit Committee report lists him among signatories.
- Attendance: Board met 6 times in 2024; every director met ≥75% board+committee attendance. In 2023, all directors except one (Watkins) met ≥75%.
- Leadership structure: Independent Chair (William J. Skidmore); CEO and Chair roles separated.
- Director age & tenure: Age 40; director since 2021 (MBCN), bank director since 2020; current term ends 2027.
| Committee | Role | Chair? | Evidence |
|---|---|---|---|
| Audit Committee | Member | No | Listed as member; signatory to Audit Committee Report. |
| Compensation Committee | Not listed | — | Not shown as member in committee matrix. |
| Corporate Governance & Nominating | Not listed | — | Not shown as member in committee matrix. |
| Executive Committee | Not listed | — | Not shown as member in committee matrix. |
Fixed Compensation
- Structure (directors): $750 per Middlefield board/committee meeting; Chair of Board $15,000; Audit/Comp Chairs +$3,000; Gov/Nom & Executive Chairs +$2,000. Bank (subsidiary) directors receive ~$2,050 per month (includes $750 monthly cash retainer) and two stock grants totaling ~$15,600 annually (half in January, half in July); bank committee meeting fees $750; certain bank committee chairs +$2,000.
- Kevin A. DiGeronimo – Director Fees and Equity Value Received:
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 28,750 | 15,600 | 44,350 |
| 2024 | 22,250 | 15,600 | 37,850 |
Performance Compensation
- Directors receive equity grants as part of bank board compensation; these are time-based stock grants (not performance-conditioned). 2024 grants: 240 shares on Jan 2, 2024 at $32.37; 324 shares on Jul 1, 2024 at $24.05. 2023 grants: 284 shares on Jan 3, 2023 at $27.40; 291 shares on Jul 3, 2023 at $26.80.
| Program Year | Grant 1 (shares @ price) | Grant 2 (shares @ price) | Annual Indicative Value |
|---|---|---|---|
| 2023 | 284 @ $27.40 | 291 @ $26.80 | ~$15,600 (program design) |
| 2024 | 240 @ $32.37 | 324 @ $24.05 | ~$15,600 (program design) |
Notes: Director equity grants above are for each The Middlefield Banking Company director; Mr. DiGeronimo serves on that board. No director stock options are disclosed.
Other Directorships & Interlocks
- Current public company boards: None disclosed for Mr. DiGeronimo.
- Interlocks: None disclosed; the board considers loan/deposit relationships in independence determinations and notes such relationships do not preclude independence under NASDAQ rules.
Expertise & Qualifications
- Core expertise: Commercial construction, real estate development, and enterprise leadership through DiGeronimo Companies and Independence Construction; cited by the company as bringing “business and leadership expertise” to the board.
- Financial expert designation: Not identified as an “audit committee financial expert” (designated members are Jones and Turk).
Equity Ownership
- Beneficial ownership increased from 2,114 shares (as of March 15, 2024) to 4,666 shares (as of March 14, 2025); ownership level for each named director “does not exceed 1%.”
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Mar 15, 2024 | 2,114 | <1% (does not exceed 1%) |
| Mar 14, 2025 | 4,666 | <1% (does not exceed 1%) |
- Ownership alignment: Director stock ownership guideline requires within four years of election, ownership ≥4x bank director yearly base compensation; as of Mar 14, 2025, all directors with ≥4 years of service met the guideline. Mr. DiGeronimo has served since 2020 on the bank board, so he is within that group per the company’s statement.
- Hedging/pledging: Hedging transactions and pledging of company shares are prohibited by policy; margin accounts are prohibited.
Governance Assessment
Strengths and positive signals:
- Independent status; service on key Audit Committee; full committee independence and strong separation of Chair/CEO roles.
- Attendance above governance threshold; virtual annual meeting accessibility and regular risk oversight structure.
- Director pay structure balances cash and equity; transparent grant dates/share counts and consistent program value.
- Robust insider trading, anti-hedging, anti-pledging policies; stock ownership guidelines in place and met by directors with ≥4 years of service.
Potential risk indicators to monitor:
- Related-party exposure: The bank disclosed in 2024 a commercial real estate loan (> $120,000) to an entity in which “a director” has a material ownership interest; made on market terms and not unfavorable. The director is not named; the board explicitly considers loan/deposit relationships in independence assessments and NASDAQ does not automatically disqualify for such relationships. Continue to monitor for any director-specific deals or concentrations.
- Concentration risk: Mr. DiGeronimo’s primary business in construction/real estate could create perception risks if the bank lends to those sectors or related entities—no specific related-party transaction is disclosed for him.
Director compensation benchmarking and committee process:
- Compensation Committee uses independent consultants (Meridian in 2024) for executive and director compensation reviews, peer group calibration, and program design; earlier work by Newcleus in 2023. This supports independence and best practices in pay governance.
Executive-session frequency, say-on-pay results, and director-specific hedging/pledging disclosures are not explicitly provided in the proxy; policies prohibit hedging/pledging, and say-on-pay proposals are presented annually.