Michael C. Voinovich
About Michael C. Voinovich
Michael C. Voinovich, age 50, has served as an independent director of Middlefield Banc Corp. since 2020 (current term expires at the 2026 annual meeting). He is Executive Vice President and Chief Investment Officer of ECHO Health, Inc. and holds a B.S. in Business Administration from John Carroll University . He was an investment banker for 19 years and served as Managing Director (2013–2019) at Boenning & Scattergood, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boenning & Scattergood, Inc. | Managing Director; member, Firm Commitment Committee | 2013–2019 | Led capital markets/M&A advisory for financial institutions |
| Investment banking (various) | Investment banker | 19 years (prior to 2019) | Advised on debt/equity, strategic alternatives, bank M&A execution |
| ECHO Health, Inc. | EVP & Chief Investment Officer | January 2019–present | Oversees venture capital and corporate investment portfolios |
External Roles
| Company/Organization | Role | Since | Notes |
|---|---|---|---|
| GBank (Bank of George) | Director | March 2015 | Las Vegas, NV bank; gaming fintech division since 2016 |
| GBank Financial Holdings, Inc. (OTCQX: GBFH) | Director | December 2017 | Holding company of GBank |
| Anchor Bancorporation, Inc. / Anchor State Bank | Director; Chair | Director since Aug 2020; Chair since June 2021 | Illinois community bank holding company and bank |
| DPX Payments, LLC | Board of Managers | February 2023 | Digital payment solutions |
| RSI Solutions, LLC | Director | November 2019 | Specialized employment search firm |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined all directors other than the CEO (Mr. Zimmerly) are independent; includes Mr. Voinovich |
| Committee assignments | Compensation Committee (Chair); Corporate Governance & Nominating Committee (Member); Executive Committee (Member) |
| Committee chair fees (structure) | Compensation Committee Chair annual fee: $3,000 (Middlefield); Corporate Governance & Nominating Chair fee: $2,000; Executive Committee Chair fee: $2,000 (structure disclosure) |
| Board meetings and attendance | 6 board meetings in 2024; each director attended at least 75% of combined board/committee meetings; 11 of 12 directors attended 2024 annual meeting |
| Leadership structure | Independent Chairman separate from CEO |
| Anti-hedging/pledging | Insider Trading Policy prohibits hedging, short sales, derivatives (other than company option exercises), margin accounts, and pledging of company securities |
Fixed Compensation
| Director | 2024 Cash Fees ($) | 2024 Stock Awards ($) | Total 2024 ($) |
|---|---|---|---|
| Michael C. Voinovich | 33,750 | 15,600 | 49,350 |
Director compensation structure (for 2024):
- Middlefield board/committee meeting fee: $750 per meeting; Chairman of the Board: +$15,000 annual; Compensation and Audit Committee Chairs: +$3,000 annual; Corporate Governance & Nominating and Executive Committee Chairs: +$2,000 annual .
- The Middlefield Banking Company (subsidiary) directors: monthly cash retainer $750; two Middlefield stock grants totaling ~ $15,600 annually; subsidiary committee meeting fee $750; ALCO and Risk/Compliance Chairs: +$2,000 annual .
Performance Compensation
| Grant Date | Instrument | Shares | Grant-Price Basis | Notes |
|---|---|---|---|---|
| Jan 2, 2024 | Stock grant (Bank board) | 240 | $32.37/share | Each director of The Middlefield Banking Company received this grant |
| Jul 1, 2024 | Stock grant (Bank board) | 324 | $24.05/share | Each director of The Middlefield Banking Company received this grant |
- Non-employee director equity for 2024 was delivered as stock grants; the 2017 Omnibus Equity Plan permits director RSUs and other awards, but no director options were granted in 2024 disclosures (plan allows NQSOs/RSUs for directors) .
- Company-wide clawback policy applies to awards under the 2017 Omnibus Equity Plan (Section 10D/Rule 10D-1/Nasdaq 5608 compliant) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Other public company board | GBank Financial Holdings, Inc. (OTCQX: GBFH), Director |
| Banking boards | GBank (director); Anchor Bancorporation/Anchor State Bank (director; Chair) |
| Fintech/payments | DPX Payments, LLC (Board of Managers) |
| Other private company | RSI Solutions, LLC (Director) |
Expertise & Qualifications
- Deep financial services expertise (banking/fintech), corporate finance, and transaction execution (debt/equity offerings, bank M&A, strategic alternatives) .
- Investment oversight as CIO (venture/corporate investments) at ECHO Health, Inc. .
- Academic credential: B.S. in Business Administration, John Carroll University .
Equity Ownership
| Holder | Beneficial Ownership (shares) | Ownership % | Notes/Breakdown |
|---|---|---|---|
| Michael C. Voinovich | 50,418 | <1% (individual) | Includes 13,922 shares in four IRAs; 8,965 shares via his employer’s deferred compensation plan (at his direction); and 24,409 shares held by ECHO Health, Inc. over which he holds voting power |
| All directors and officers (18 people) | 327,027 | 4.05% |
Stock ownership guidelines and alignment:
- Directors must own ≥4x annual base compensation for service as a bank director within 4 years of election; as of March 14, 2025, directors with ≥4 years of service met the guideline (Mr. Voinovich joined in 2020) .
- Policy prohibits pledging and hedging of company securities, supporting alignment with shareholders .
Insider Filings and Trades
| Filing | Date | Key Details |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | May 14, 2020 | Reported 5,000 shares held in an IRA at time of appointment to the Middlefield board |
| Section 16(a) compliance (2024) | Proxy disclosure | The company identified certain late filings for other insiders, but no delinquencies were attributed to Mr. Voinovich |
Compensation Committee Oversight (Context for his Chair role)
- Compensation Committee met six times in 2024; it oversees base salaries, incentive opportunities, benefit plans, and the 2017 Omnibus Equity Plan .
- The committee engaged Meridian Compensation Partners, LLC as an independent consultant in 2024 to review management and director compensation, peer group construction (15 banks; Midwest/Northeast/Mid-Atlantic; 0.5–3x Middlefield’s assets), and practices .
- Key executive plan features under committee purview included Annual Incentive Plan performance metrics (pre-tax, pre-provision income; net overhead ratio; classified asset ratio; strategic goals) with clawback provisions, and a reformed long-term incentive mix (PSUs tied to 3-year ROAA vs peer index with TSR modifier; RSUs vesting over 3 years) .
Say‑on‑Pay & Shareholder Feedback (2025)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Say‑on‑Pay (advisory) | 4,171,757 | 496,596 | 182,110 | 1,055,577 |
- Shareholders preferred annual Say‑on‑Pay frequency (1 Year: 4,547,161 votes) and the board adopted annual frequency going forward .
Related‑Party Transactions and Conflict Controls
- The board’s independence determination considers director loan/deposit relationships; NASDAQ rules do not automatically disqualify directors for such relationships .
- In 2024, a commercial real estate loan >$120,000 existed to an entity in which a director had a material ownership interest; it was made on market terms and did not involve abnormal risk (director not named) .
- Insider Trading Policy prohibits hedging, short sales, derivative transactions (other than company option exercises), margin accounts, and pledging, reducing alignment risks .
- Indemnification agreements for directors provide for advancement of expenses and selection of most favorable indemnification regime permitted by charter, law, or insurance .
Governance Assessment
- Strengths: Independent status; Chair of Compensation Committee with use of an independent consultant; strong alignment mechanisms (ownership guidelines met, anti‑hedging/pledging, clawbacks); acceptable attendance levels; clear separation of Chair/CEO roles .
- Watch items: Multiple external directorships (including Chair at another bank) require continued monitoring for time/attention, though no attendance concerns disclosed . Footnote indicates he holds voting power over 24,409 shares owned by his employer (ECHO Health, Inc.); investors may monitor any potential related‑party interactions with Middlefield (none disclosed) .
Appendix: Committee Roster (2024)
| Committee | Members (Chair in parentheses) |
|---|---|
| Compensation | (Michael C. Voinovich), Thomas W. Bevan, Spencer T. Cohn, Kenneth E. Jones, Jennifer L. Moeller |
| Corporate Governance & Nominating | William J. Skidmore, Carolyn J. Turk, Michael C. Voinovich, Mark R. Watkins |
| Executive | William J. Skidmore (Chair), Spencer T. Cohn, Darryl E. Mast, James J. McCaskey, Michael C. Voinovich, Ronald L. Zimmerly, Jr. |
| Audit | Kevin A. DiGeronimo, Kenneth E. Jones, Darryl E. Mast, Carolyn J. Turk, Mark R. Watkins (Jones and Turk are audit committee financial experts) |
Note: On October 22, 2025, Middlefield entered into a merger agreement with Farmers National Banc Corp. that contemplates appointing two Middlefield directors to Farmers’ board and placing them on key committees post‑closing; specific appointees were not named in the agreement excerpt .