Mark R. Watkins
About Mark R. Watkins
Independent director since 2022; age 62. Former Chairman and long-time director of Liberty Bancshares, Inc. and Liberty National Bank prior to their acquisition by Middlefield (Dec 1, 2022). Current MBCN committee memberships: Audit Committee and Corporate Governance & Nominating Committee. Beneficial ownership: 10,709 shares, including 7,139 held jointly with spouse; independence affirmed (all directors except CEO deemed independent). 2023 attendance was 62.5% (below 75% threshold); in 2024 all directors met at least 75% attendance.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liberty Bancshares, Inc. | Chairman; Director | Chairman 2020–Dec 1, 2022; Director 2010–2022 | Led board through sale to Middlefield; local market insight |
| Liberty National Bank | Chairman; Director | Chairman 2020–Dec 1, 2022; Director 2010–2022 | Customer base/market knowledge |
| Watkins Farm; Watkins Farmland Stewardship, LLC; Rushwood Farms, LLC | Partner/Owner | Watkins Farm since 1985; LLCs since 1997 | Operates crop/livestock enterprises; business leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Heartland Agdeaver | Director | Not disclosed | Agricultural sector governance experience |
Board Governance
- Committee assignments: Audit Committee (member; Chair is Carolyn J. Turk effective May 15, 2024) and Corporate Governance & Nominating Committee (member; Chair is Thomas W. Bevan effective May 15, 2024). Not on Executive Committee; no chair roles.
- Independence: Board determined all directors other than CEO Zimmerly are independent; Audit Committee members meet NASDAQ/SEC independence; Audit Committee financial experts include Directors Jones and Turk.
- Attendance: Board met 9 times in 2023; Watkins attended 62.5% of board+committee meetings (below 75% threshold). In 2024, board met 6 times; all directors met at least 75% attendance; 11 of 12 directors attended the 2024 annual meeting.
- Stock ownership guidelines: Directors must reach holdings equal to 4× yearly base compensation for service on The Middlefield Banking Company within 4 years of election; as of Mar 14, 2025, directors with ≥4 years’ service met guidelines.
- Insider trading/hedging: Hedging, short selling, derivatives, margin accounts, and pledging MBCN stock prohibited; open-market purchases must be held ≥6 months.
- Related-party transactions: 2024 included a commercial real estate loan >$120,000 to an entity with a director’s material ownership interest, on market terms; specific director not identified.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 9,000 | 9,000 |
| Stock Awards ($) | 0 | 0 |
| Option Awards ($) | 0 | 0 |
| All Other Compensation ($) | 0 | 0 |
| Total ($) | 9,000 | 9,000 |
- Director fee structure: $750 per Middlefield board and committee meeting; Chairman of the Board receives $15,000; Chairs of Audit and Compensation receive $3,000; Chairs of Corporate Governance & Nominating and Executive receive $2,000. The Middlefield Banking Company board pays $750 monthly cash retainer plus two stock grants totaling ≈$15,600/year; $750 per bank committee meeting; select bank committee chairs receive $2,000.
Performance Compensation
| MBCN/Bank Director Equity Grants (reference) | Grant Date | Shares | Price/Share |
|---|---|---|---|
| Bank directors cohort (Jan grant) | Jan 2, 2024 | 240 | $32.37 |
| Bank directors cohort (Jul grant) | Jul 1, 2024 | 324 | $24.05 |
- Watkins did not receive stock awards in 2023–2024 per Director Compensation tables; director equity grants at the bank level are time-based, not performance-based. No director-specific performance metrics disclosed for Watkins.
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Interlock Risk |
|---|---|---|---|
| Heartland Agdeaver | Private | Director | No public-company interlocks disclosed |
| Liberty Bancshares, Inc. | Bank holding company (prior) | Chairman/Director (until Dec 1, 2022) | Historical; integration completed |
| Liberty National Bank | Bank (prior) | Chairman/Director (until Dec 1, 2022) | Historical; integration completed |
Expertise & Qualifications
- Local business owner with agricultural operations; deep familiarity with former Liberty National Bank’s markets and customers; adds community and business leadership perspective to the board.
Equity Ownership
| Metric | Mar 15, 2024 | Mar 14, 2025 |
|---|---|---|
| Beneficial Shares | 10,709 | 10,709 |
| Jointly Held with Spouse | 7,139 | 7,139 |
| Shares Outstanding | 8,067,144 | 8,081,193 |
| Ownership % of Outstanding | ≈0.13% (10,709/8,067,144) | ≈0.13% (10,709/8,081,193) |
| Pledged/Hedged | Prohibited by policy | Prohibited by policy |
Governance Assessment
- Strengths: Independent status; service on Audit and Corporate Governance committees; alignment via meaningful personal shareholdings; robust anti-hedging/anti-pledging policies; director ownership guidelines set clear targets.
- Concerns/RED FLAGS: Sub-75% attendance in 2023 (62.5%) is a governance red flag; limited director equity awards in 2023–2024 could reduce ongoing ownership-based alignment relative to bank directors receiving RSUs; presence of an undisclosed related-party loan to an entity with a director’s material interest (though on market terms) warrants monitoring.
- Engagement signals: Improved board-wide attendance in 2024; committee participation indicates continued engagement; not listed among delinquent Section 16 filers for 2024.