Ronald L. Zimmerly, Jr.
About Ronald L. Zimmerly, Jr.
Ronald L. Zimmerly, Jr. is President & Chief Executive Officer of Middlefield Banc Corp. (MBCN) and The Middlefield Banking Company, effective January 1, 2024; he was President from December 1, 2022 through year-end 2023 and has served as a director since 2022 . He is 60 years old; he holds a B.S. in Agricultural Economics (Finance) from The Ohio State University (1986) and completed the Graduate School of Banking (Madison, WI) in 2010 . Under his tenure as CEO, proxy “Pay vs. Performance” disclosures show company net income of $15.5 million in 2024 with a TSR index value of 123; prior years show $17.4 million in 2023 with TSR 137 and $15.7 million in 2022 with TSR 114 .
Company performance snapshot (per proxy Pay vs Performance):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($ thousands) | 15,673 | 17,368 | 15,519 |
| TSR Index (Value of initial $100) | 114 | 137 | 123 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Liberty Bancshares, Inc. / Liberty National Bank | President & CEO; Director | 2010–Dec 1, 2022 | Led institution until acquisition by Middlefield on Dec 1, 2022, bringing leadership continuity and market presence into MBCN . |
| Middlefield Banc Corp. | President | Dec 1, 2022–Dec 31, 2023 | Managed integration and operations post-Liberty merger ahead of appointment as CEO . |
External Roles
| Organization | Role | Timing | Notes |
|---|---|---|---|
| Hardin County Community Foundation | Director | Current (as of 2025 proxy) | Community board service . |
| Ohio Bankers League | Vice Chair | As of 2024 proxy | Industry leadership role noted in prior proxy . |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 340,000 | 475,000 |
| Director Fees included in “All Other” ($) | 47,700 | 29,100 |
| 401(k) Employer Contribution ($) | 13,187 | 13,786 |
Notes: Perquisites were under $10,000 in reported years .
Performance Compensation
Annual Incentive Plan (AIP) design and outcomes
- 2024 metric weights: Pre-tax, pre-provision net income (50%); Net overhead ratio (20%); Classified asset ratio (10%); Strategic goals (20%) .
- CEO bonus opportunity (as amended 2024): 20% of base at threshold, 40% at target, up to 60% at max .
- 2024 payout: $192,913; narrative cites achievement of 104.4% of target pre-tax pre-provision income and other mixed results; disclosure contains an apparent inconsistency referencing both 150% and failing to meet the classified asset ratio target within the same sentence .
- 2023 payout: $55,360; metrics included net income, efficiency ratio, ROA, and asset quality goals; mixed achievement .
AIP outcomes
| Year | Base Salary ($) | AIP Payout ($) | Selected Performance Notes |
|---|---|---|---|
| 2023 | 340,000 | 55,360 | Bank achieved 87% of net income target, 76% efficiency ratio target, 46% ROA target; classified asset ratio target not achieved . |
| 2024 | 475,000 | 192,913 | 104.4% of pre-tax, pre-provision income target; narrative inconsistently references both 150% and failing target for classified asset ratio; strategic goals exceeded . |
Long-Term Incentives (equity)
- Shifted in 2024 to a mix of PSUs (performance-based) and RSUs (time-based) to balance relative performance/retention; PSUs tied to 3-year average ROAA vs custom 1–5bn asset peer index with TSR modifier; up to 187.5% of target; capped at target if TSR is negative; minimum 50% of target if top-quartile TSR rank; vests after the 3-year period (through Dec 31, 2026) .
- RSUs vest in equal thirds on each anniversary of grant; accelerate for death/disability/termination without cause or for good reason; retirement continues vesting on schedule .
Select 2024 grants (Aug 6, 2024)
| Award Type | Grant Date | Threshold (#) | Target (#) | Max (#) | Grant Date FV ($) | Vesting / Performance |
|---|---|---|---|---|---|---|
| PSUs | 8/6/2024 | 7,909 | 15,819 | 29,661 | 353,555 | 3-yr ROAA vs peer with TSR modifier; cliff vest after 3-year period . |
| RSUs | 8/6/2024 | — | — | — | 159,737 | Time-based; equal annual vesting over 3 years . |
Outstanding equity (as of Dec 31, 2024)
| Category | Shares/Units | Market/Grant Valuation Context |
|---|---|---|
| PSUs (2024 grant, target) | 15,819 | $443,723 at $28.05 share price (12/31/24) . |
| RSUs (2024 grant) | 6,780 | $190,179 at $28.05 share price (12/31/24) . |
| Performance-based shares (3/10/2023 grant, target) | 3,722 | Vests at 3rd anniversary if 3-yr TSR hurdle met; pro rata if positive but below 10% avg; up to 125% max; terms per 3/17/2023 8-K . |
| Restricted stock (12/1/2022 grant; remaining unvested) | 3,788 | Original 11,364 shares, 3-year equal annual vesting; accelerates on good reason or involuntary termination without cause . |
Notes: No stock options have been granted since 2011 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 42,961 shares as of March 14, 2025; includes 8,786 shares in an IRA . |
| Ownership as % outstanding | Under 1% (based on 8,081,193 shares outstanding as of March 14, 2025) . |
| Executive stock ownership guideline | Must own MBCN stock equal in value to 1x base salary; new appointees after Jan 1, 2023 have 3 full years to comply . |
| Hedging/derivatives | Prohibited (no puts, calls, zero-cost collars, forwards) . |
| Pledging/margin | Prohibited to hold MBCN in margin accounts or pledge as loan collateral . |
| Clawback | Company-wide compensation recovery policy aligned with SEC Rule 10D and Nasdaq 5608; AIP also includes clawback for financial reporting errors and misconduct . |
Vesting calendar considerations (potential supply around vest dates)
- RSUs (6,780 units) vest in equal thirds on each anniversary of 8/6/2024, subject to continued employment or specified accelerators .
- PSUs (target 15,819 units) eligible to vest after 3-year performance period ending 12/31/2026, subject to relative ROAA and TSR modifier .
- 2023 performance award (3,722 shares) scheduled to vest on third anniversary (if performance met) with three-year TSR framework through 12/31/2025 .
- 2022 restricted stock (original 11,364 shares) vests in equal annual installments over three years (remaining 3,788 unvested as of 12/31/2024) .
Employment Terms
| Term | Zimmerly-specific Economics / Terms |
|---|---|
| Employment agreement | No fixed-term employment agreement disclosed . |
| Severance / CIC | 2.5× multiple of salary plus cash bonus/incentive if involuntarily terminated without cause or resigns for good reason within 24 months after a change in control; continued life, health, disability benefits for two years; legal fee reimbursement if agreement challenged post-CIC . |
| Non-compete / Non-solicit (equity agreements) | 12-month post-employment restrictions within 25 miles of company markets: customer solicitation, inducing business changes, and providing banking services to customers for competitors; 12-month employee/business partner non-solicit and hiring restrictions . |
| Executive deferred compensation | Annual contribution 5%–15% of base salary; contributions >5% tied to annual net income goal and UBPR-based peer ranking; distributions generally paid over 180 months post-65 . |
| SERPs | 2012 frozen SERP pays $1,154.42/month for 180 months starting at/after age 65 or separation (later of the two) . A 2015 secondary SERP financed by annuity (value $141,036.38 at 12/31/2024) provides a monthly lifetime benefit equal to the annuity payout less the frozen SERP payout (monthly benefit noted as $1,154.42 if benefits commence at age 65) . LINQS+ SERP financed by six annuities (aggregate $694,790.66 at 12/31/2024) transfers ownership of annuities upon separation after age 60 . |
| Split-dollar life insurance | $100,000 pre-retirement death benefit . |
Board Governance and Director Service
- Board structure and independence: Zimmerly serves as a director; all directors other than Zimmerly are deemed independent under Nasdaq/SEC rules .
- Leadership structure: roles of Chairman and CEO are separated; independent director serves as Chairman (William J. Skidmore) .
- Committee roles: He serves on the Executive Committee of the Board (Middlefield and bank-level committee listings show him on the Executive Committee) .
- Board attendance: In 2024, the board held six meetings; each director attended at least 75% of board and assigned committee meetings; eleven of twelve directors attended the 2024 annual shareholder meeting .
- Director compensation for employees: Zimmerly’s director fees were $29,100 (2024), included in All Other Compensation; proxy adds director equity grant fair value to “compensation actually paid” calculations .
Compensation Peer Group (for benchmarking)
For 2024 compensation review, the Compensation Committee (with Meridian) used a 15-bank peer group of publicly traded banks with similar business mix, assets 0.5–3× MBCN, headquartered in Midwest/Northeast/Mid-Atlantic; peers include BankFinancial, BCB Bancorp, Capital Bancorp, CF Bankshares, Enterprise Bancorp, Farmers National Banc Corp., Farmers & Merchants Bancorp, First Savings Financial Group, Franklin Financial Services, HBT Financial, LCNB, Meridian, Peoples Financial Services, Primis Financial, SB Financial Group . The Committee targets market-competitive total compensation, weighted to performance .
Performance & Track Record
- Pay-versus-performance: In 2024, “compensation actually paid” to the PEO (Zimmerly) was $1,874,321; proxy shows net income of $15.5 million and TSR index of 123 for the year; 2023 PEO numbers reflect the predecessor CEO with net income $17.4 million and TSR 137 .
- Merger execution: On Oct 22, 2025, Middlefield announced a definitive all-stock merger with Farmers National Banc Corp. (FMNB), whereby each MBCN share will convert into 2.6 FMNB shares, valuing the deal at ~$299 million based on FMNB’s 10/20/2025 close; expected closing by end of Q1 2026; Zimmerly stated the combination expands product breadth, digital capabilities, and market reach while preserving localized service .
- Governance compliance: Proxy notes Section 16(a) reporting exceptions for Zimmerly (one untimely Form 4 and understatements in Form 3/Form 4s in 2023–2024) .
Risk Indicators & Red Flags
- Hedging/pledging: Company policy prohibits hedging, short sales, derivatives, and pledging/margin accounts—mitigating alignment risk from collateralized shares or hedges .
- Section 16 reporting: Noted late/incorrect beneficial ownership reports by Zimmerly in 2023–2024—a governance process caution, though subsequently addressed per disclosure .
- Options practices: No option grants since 2011; reduces repricing risk; current equity is RSU/PSU based .
- CIC incentives: 2.5× CIC multiple with double-trigger could influence retention/transition dynamics through 24 months post-close of a change in control .
- Related party/loans: Routine insider banking relationships disclosed at market terms; 2024 loan to an entity with a director interest made at standard terms; no specific related-party transactions attributed to Zimmerly .
Equity Ownership & Vesting Detail (summary table)
| Item | Amount/Terms |
|---|---|
| Beneficially owned shares | 42,961; includes 8,786 in IRA; under 1% of outstanding . |
| 2024 PSUs (target) | 15,819; 3-year ROAA vs peer with TSR modifier; vests post 12/31/2026; up to 187.5% . |
| 2024 RSUs | 6,780; time-based, 1/3 annual vesting on each anniversary of 8/6/2024 . |
| 2023 performance shares | 3,722 (target); 3-year TSR performance period through 12/31/2025; vest at 3rd anniversary subject to performance/continuous service . |
| 2022 restricted stock | 11,364 original; equal annual vest over 3 years; 3,788 unvested remaining at 12/31/2024 . |
Employment & Deferred Benefits (detail)
| Program | Key Zimmerly Terms |
|---|---|
| Deferred Compensation | 5%–15% of salary annually; >5% tied to net income and UBPR peer rank; payout over 180 months after age 65; 2024: $28,500 contribution and $497 interest earnings credited . |
| SERPs (2012, 2015, LINQS+) | 2012: $1,154.42/mo for 180 months at/after age 65 or separation; 2015 annuity-backed secondary SERP (annuity value $141,036.38 at 12/31/2024) with lifetime monthly benefit net of frozen SERP; LINQS+ six annuities valued $694,790.66 at 12/31/2024, transferred after separation post-age 60 . |
| Split-Dollar Life | $100,000 pre-retirement benefit . |
Board Service History, Committees, and Dual-Role Implications
- Director since 2022; member of the Executive Committee; not independent (as CEO) .
- Company separates Chair and CEO roles; independent chair (Skidmore), and majority-independent board mitigate typical CEO/Chair concentration risks .
- Board/committee attendance in 2024 met minimum expectations across directors; supports governance continuity during leadership transition .
Investment Implications
- Pay-for-performance alignment improving: 2024 shift to PSU/RSU mix ties long-term equity to relative ROAA and TSR, with negative TSR cap and top-quartile floor—better balancing retention and performance vs prior 100% TSR-linked awards; watch 2026 PSU vest outcomes for alignment validation .
- Vesting supply and selling pressure: Key vest dates cluster around Dec 1, 2025 (remaining 2022 restricted stock), annual RSU anniversaries (Aug 6, 2025/26/27), and PSU performance end (12/31/2026); potential incremental liquidity around those windows .
- Governance safeguards: Prohibitions on hedging/pledging and a formal clawback policy reduce alignment risk, but Section 16 reporting exceptions are a minor governance blemish to monitor .
- Change-in-control optionality: The 2.5× CIC multiple (salary+bonus) with double-trigger could elevate incentive to remain through transaction closing; the announced Farmers National Banc Corp. merger (all-stock, 2.6× exchange ratio) targets closing by end of Q1 2026, implying a 24-month window thereafter for CIC protections—material for retention and succession analysis .
Appendices
Summary Compensation (select years)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 475,000 | 0 | 513,292 | 192,913 | 82,233 | 1,263,438 |
| 2023 | 340,000 | 26,240 | 101,983 | 55,360 | 118,101 | 641,684 |
Beneficial Ownership and Shares Outstanding
| Item | Amount |
|---|---|
| Zimmerly beneficial ownership | 42,961; includes 8,786 in IRA |
| % of outstanding | Under 1% |
| Shares outstanding (record date) | 8,081,193 (as of March 14, 2025) |
Notable Filings and Events
- Item 5.02 8-K: Board change disclosure signed by Zimmerly as CEO on July 12, 2024 .
- Merger press release with Farmers National Banc Corp. (FMNB): Oct 22, 2025; exchange ratio 2.6; ~$299 million deal value at announcement; expected close by end of Q1 2026 .