Rebecca A. Noblit
About Rebecca A. Noblit
Rebecca A. Noblit is Executive Vice President and Chief Credit Officer of The Middlefield Banking Company (subsidiary of MBCN). She joined Middlefield on December 1, 2022 through the Liberty National Bank merger, having served as SVP & Chief Credit Officer at Liberty National Bank from September 2017 to December 1, 2022. She holds a finance degree from The Ohio State University and an MBA from Ohio Dominican University; age 43 as of the 2025 proxy . Company-level performance during her tenure shows cumulative TSR values of $114 (2022), $137 (2023), and $123 (2024) per initial $100 investment, and net income of $15,673k (2022), $17,368k (2023), $15,519k (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Liberty National Bank | SVP & Chief Credit Officer | 2017–2022 | Led credit function prior to Liberty’s merger into Middlefield; continuity into CCO role post-merger |
External Roles
No public company directorships or external board roles disclosed for Noblit .
Fixed Compensation
- Base salary, target bonus %, and actual bonus for Rebecca A. Noblit are not itemized in the Summary Compensation Table (NEOs are Zimmerly, Ranttila, Cheravitch) .
- Annual Incentive Plan (AIP) design for 2024 sets non-CEO executive eligibility at 15% threshold, 30% target, 45% maximum of base salary; CEO at 20%/40%/60% respectively . Participation for specific executives beyond the named examples is not individually disclosed .
Performance Compensation
Annual Incentive Plan (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Pre-tax, pre-provision net income | 50% | Board-approved target | 104.4% of target | Not disclosed by executive | Cash paid March 2025 |
| Net overhead ratio | 20% | Board-approved target | Not disclosed | Not disclosed | Cash paid March 2025 |
| Classified asset ratio | 10% | Board-approved target | Document notes 150% of targeted objective and also notes failure to achieve target (text inconsistent) | Not disclosed | Cash paid March 2025 |
| Strategic goals (qualitative) | 20% | Committee-established goals | Exceeded | Not disclosed | Cash paid March 2025 |
Notes:
- AIP was amended/restated effective June 10, 2024 (exhibit filed June 13, 2024) .
- AIP includes clawback for awards linked to financial reporting error and rescission for misconduct/policy violations .
Long-Term Equity Incentives (Omnibus Equity Plan)
- 2017 Omnibus Equity Plan authorizes multiple award types including PSUs and RSUs; executive officers received PSUs/RSUs in 2024 with design changes to a balanced mix of performance-based (relative ROAA and TSR adjustment vs 1–5bn peer index) and time-based RSUs .
- PSUs: Earned based on three-year average ROAA vs custom peer index; adjusted by TSR percentile vs same index; up to 187.5% of target. If TSR is negative, earned PSUs cannot exceed target. Vests after 3-year performance period if employment conditions met .
- RSUs: Time-based, vest in equal tranches over 3 years from grant date; immediate vesting upon death/disability/termination without cause or for good reason; continued vesting upon “retirement” as defined .
- Equity awards subject to Middlefield’s Compensation Recovery Policy compliant with Exchange Act §10D/Nasdaq Rule 5608 .
- Restricted covenants associated with stock awards: 12-month post-employment non-solicit of customers/employees and providing banking services in selected Ohio geographies within 25 miles of any Middlefield office .
Specific award amounts for Noblit (PSUs/RSUs) are not listed; 2024 Grants table enumerates Zimmerly, Ranttila, Cheravitch only .
Equity Ownership & Alignment
- Beneficial ownership table does not list Noblit individually; aggregate “other executive officers (4 people)” shows 29,870 shares, with total group (18 people) at 327,027 shares (4.05%) as of March 14, 2025 .
- Insider Trading Policy: Hedging prohibited (no shorts, derivatives, zero-cost collars, forward sales), minimum six-month holding period for open-market purchases; transactions only in open window periods .
- Pledging/margin accounts prohibited for directors, officers, employees .
- Executive stock ownership guidelines apply to CEO, President, COO, CFO (1× base salary) with three years to comply for new appointees; not explicitly applicable to Chief Credit Officer .
Employment Terms
- Change-in-Control Agreement (effective Feb 12, 2024): Lump-sum severance of 2× compensation (greater of base salary at CIC/termination plus 3-year average cash bonus & incentive) if terminated involuntarily without cause or voluntarily for good reason within 24 months post-CIC; payment timing subject to 409A six-month delay if applicable .
- Good Reason includes material diminution of salary/authority/budget, material geographic relocation, or material breach; requires notice within 90 days and 30-day cure; termination within 24 months of the condition .
- Insurance continuation: Life, health, disability benefits continued for up to 24 months post-termination (or cash equivalent lump sum if continuation not possible/subject to 409A delay) .
- Auto-renewal: Initial 3-year term, automatically extends annually unless board provides 90-day notice; not an employment contract; successors must assume obligations .
- Legal fees: Up to $100,000 reimbursable to enforce agreement post-CIC, subject to FDIA §18(k)/FDIC Rule 359.3 limitations .
- Split-Dollar Life Insurance Agreement: $100,000 pre-retirement death benefit to designated beneficiary if death occurs prior to separation from service; no benefit after separation. Employer owns policy and pays premiums .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($USD thousands) | 15,673 | 17,368 | 15,519 |
| Cumulative TSR – Value of initial $100 | $114 | $137 | $123 |
Additional context:
- Shares outstanding: 8,081,193 as of March 14, 2025 record date .
Compensation Peer Group (2024, for benchmarking)
Peer group of ~15 publicly traded banks (Midwest/Northeast/Mid-Atlantic; assets 0.5–3× Middlefield): BankFinancial, BCB Bancorp, Capital Bancorp, CF Bankshares, Enterprise Bancorp, Farmers National Banc, Farmers & Merchants Bancorp, First Savings Financial Group, Franklin Financial Services, HBT Financial, LCNB Corp., Meridian, Peoples Financial Services, Primis Financial, SB Financial Group .
Risk Indicators & Red Flags
- Anti-hedging and anti-pledging policies reduce misalignment risk .
- Equity award non-solicit/non-compete (geographic) covenants support post-termination risk control .
- Company disclosures indicate no material legal proceedings against current/former directors or executive officers likely to materially restrict business (merger-related filing) .
- Clawbacks for AIP and equity awards enhance pay-for-performance discipline .
Investment Implications
- Alignment: Noblit’s CIC agreement (2× compensation plus 24 months benefits) incentivizes leadership stability through potential control transactions; combined with clawbacks and anti-hedging/pledging, alignment appears reasonable for a risk‑sensitive CCO role .
- Selling pressure: Lack of disclosed individual RSU/PSU grants or beneficial ownership limits visibility into personal vesting/sale overhang; monitor future proxies and Form 4s for award sizes and vesting cliffs .
- Execution risk: Credit leadership continuity from Liberty merger and defined AIP metrics around profitability/efficiency/asset quality suggest focus on underwriting discipline; company net income dipped in 2024 and TSR retraced vs 2023, warranting continued oversight on credit outcomes and capital efficiency .
- Retention/transition: Auto-renewing CIC agreement, legal fee reimbursement, and split-dollar benefit enhance retention; non-solicit/geographic restrictions mitigate competitive leakage if departure occurs .