Sarah A. Winters
About Sarah A. Winters
Executive Vice President/Chief Human Resources Officer at Middlefield Banc Corp., age 50; appointed July 11, 2023 after 24 years of human resources strategy, talent management, and business experience at KeyCorp. She leads talent management, succession planning, and organizational development; holds a B.A. in Communications and International Affairs (University of New Hampshire) and an MBA (Case Western Reserve University) . Company performance context during her tenure: net income was $17.4 million in 2023 and $15.5 million in 2024; cumulative TSR value of an initial $100 investment measured per SEC rules was 137 (2023) and 123 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KeyCorp | Human resources strategy, talent management, and business experience | 24 | Deep HR strategy and talent/talent management experience |
External Roles
- Not disclosed in company filings reviewed .
Fixed Compensation
- Not disclosed individually for Ms. Winters in the Summary Compensation Table; only CEO/CFO/Chief Banking Officer were NEOs with detailed pay .
Performance Compensation
Annual Incentive Plan (AIP) Structure and 2024 Outcomes
| Item | Detail |
|---|---|
| Eligibility | Executive management team members other than the CEO are eligible under the AIP |
| Target bonus opportunity | 30% of base salary (threshold 15%, max 45%) for executive management team other than CEO |
| 2024 performance metrics & weights | Pre-tax, pre-provision net income (50%); net overhead ratio (20%); classified asset ratio (10%); strategic goals (20%) |
| 2024 achievement vs targets | Achieved 104.4% of targeted pre-tax pre-provision net income; 150% of targeted classified asset ratio; exceeded qualitative strategic goals; one classified asset ratio target not achieved (as disclosed) |
Long-Term Incentives (2017 Omnibus Equity Plan) – Design and Vesting
| Award Type | Performance Measures | Vesting | Payout Range | Acceleration / Conditions |
|---|---|---|---|---|
| PSUs (granted to executive officers in 2024) | 3-year average ROAA vs custom index of $1–$5B asset banks; adjusted by relative TSR percentile; if TSR negative, payout capped at target | Vest after 3-year performance period (Dec 31, 2026) if performance achieved and continuous employment; death vests at target; disability/termination without cause/good reason/retirement treated as if continuously employed to end of period | ||
| Time-based RSUs (granted to executive officers in 2024) | N/A | Vest equally over 3 years on grant anniversary; immediate vest on death, disability, termination without cause or for good reason; retirement continues vesting on schedule | ||
| Plan oversight in change-in-control | Compensation Committee has broad authority to preserve award value upon change-in-control; change-in-control defined per plan including 25%+ voting power acquisition, certain business combinations, liquidation/asset sale |
Note: Individual grant quantities and fair values for Ms. Winters are not disclosed; grants and vesting terms above apply to executive officers generally under the plan .
Equity Ownership & Alignment
| Metric | Figure | As of | Notes |
|---|---|---|---|
| Other executive officers (4 people) – total beneficial ownership | 29,870 shares | Mar 14, 2025 | Individual holdings for Ms. Winters were not separately disclosed; total executives and directors as a group (18 people) owned 327,027 shares (4.05%) |
| Executive stock ownership guidelines | CEO/President/COO/CFO required to own 1x base salary; 3-year compliance window for new appointees | Policy in effect | CHRO role not specified within positions subject to executive ownership guidelines |
| Hedging, short sales, derivatives | Prohibited by Insider Trading Policy; minimum 6-month holding for open-market purchases | Policy in effect | Enhances alignment and discourages speculative transactions |
| Pledging/margin accounts | Prohibited (no pledging of Middlefield shares as collateral; no margin accounts) | Policy in effect | Reduces forced-sale/pledging risk |
Employment Terms
- Employment agreements: Middlefield does not maintain written employment agreements with officers .
- Severance/change-in-control: Agreements exist for certain executives (Zimmerly, Ranttila, Cheravitch) with 2.5x or 2.0x multiples of salary+bonus and two years of benefits; Ms. Winters is not listed among executives with disclosed agreements .
- Clawback: All awards under the 2017 Omnibus Equity Plan subject to Compensation Recovery Policy compliant with Exchange Act Section 10D, Rule 10D-1, and Nasdaq Listing Rule 5608 .
- Post-employment restrictive covenants (for equity award recipients): 12-month non-solicitation of customers/employees and restrictions on providing banking services within 25 miles of Middlefield offices in selected Ohio geographies .
- Merger context: Middlefield agreed to merge into Farmers National Banc Corp. in an all-stock transaction expected to close by end of Q1 2026, which constitutes a potential change-in-control event for plan/award administration .
Investment Implications
- Alignment: Prohibition on hedging and pledging, plus clawback policy, supports shareholder alignment and mitigates risk of opportunistic trading or forced sales .
- Pay-for-performance: AIP places 70% weight on hard financial metrics (PTPPNI 50%, net overhead 20%) and 30% on risk/strategic metrics (classified assets 10%, strategic 20%); 2024 results show above-target performance on key measures, supporting incentive funding consistency for eligible executives .
- Retention risk and merger overhang: With change-in-control anticipated in Q1 2026, Committee retains broad authority over equity awards; specific severance economics for Ms. Winters are not disclosed, which could indicate higher retention risk versus peers with defined CIC protections; RSU/PSU terms provide protective vesting for certain terminations (death/disability/no cause/good reason/retirement) .
- Ownership signal: Individual share ownership for Ms. Winters is not disclosed; executive ownership guidelines apply to CEO/President/COO/CFO positions (CHRO not specified), limiting visibility into her “skin-in-the-game” versus roles covered by guidelines .