Spencer T. Cohn
About Spencer T. Cohn
Spencer T. Cohn (age 37) is an independent director at Middlefield Banc Corp. (MBCN) since 2022; he was nominated for re‑election at the 2025 annual meeting with his current term expiring in 2025 . He is a director at Castle Creek, which focuses on community banks; prior experience includes investment banking at Keefe, Bruyette & Woods (KBW). Education: dual BS in Finance and Accountancy from University of Illinois at Urbana‑Champaign, and graduate/Capstone Advisor, ABA Stonier Graduate School of Banking at Wharton .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Keefe, Bruyette & Woods (KBW) | Investment Banking Associate, FIG (M&A, capital markets) | Pre‑2014 | Transaction advisory for financial institutions |
| Aquesta Financial Holdings, Inc. (OTC Pink: AQFH) and Aquesta Bank | Director | 2019–Oct 1, 2021 (acquired by United Community Banks) | Governance through sale to UCBI |
| Citizens Bancshares Company and Citizens Bank & Trust | Director | 2019–Jan 1, 2023 (acquired by Southern Missouri Bancorp) | Board role through sale to SMBC |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Castle Creek | Director | 2014–present | Asset manager focused on community banks |
| Tri‑County Financial Group, Inc. & First State Bank (Mendota, IL) | Director | Since Aug 2023 | Community bank board service |
| Bancorp 34, Inc. (OTCQX: BCTF) & Southwest Heritage Bank (Scottsdale, AZ) | Director | Since Jan 27, 2023 | Bank renamed Mar 25, 2024 |
| Lincoln Bancorp & Lincoln Savings Bank (Reinbeck, IA) | Director | Since Aug 2022 | Community bank board service |
| CNB Bank Shares, Inc. (OTCQX: CNBN) | Director | Since Jan 2022 | Public community bank board |
| Cystic Fibrosis Foundation (San Diego Chapter) | Director; Co‑Chair, Tomorrow’s Leaders | Since Apr 2019 | Non‑profit governance |
| Wall Street Oasis | Senior Mentor and Resume Reviewer | Ongoing | Mentorship role |
Board Governance
- Independence: The board determined all directors other than the CEO (Mr. Zimmerly) are independent under Nasdaq Rule 5605 and SEC Rule 10A‑3; this includes compensation committee members such as Mr. Cohn .
- Committee assignments (2024–2025):
- Compensation Committee: Member (Spencer T. Cohn listed)
- Executive Committee: Member; service began May 15, 2024
- Not listed for Audit or Corporate Governance & Nominating
- Attendance: The board held six meetings in 2024; each director attended at least 75% of board and committee meetings; 11 of 12 directors attended the 2024 annual meeting .
| Committee | Membership | Chair |
|---|---|---|
| Compensation | Spencer T. Cohn; Thomas W. Bevan; Kenneth E. Jones; Jennifer L. Moeller; Michael C. Voinovich | Michael C. Voinovich |
| Executive | Spencer T. Cohn; Darryl E. Mast; James J. McCaskey; William J. Skidmore; Michael C. Voinovich; Ronald L. Zimmerly, Jr. | William J. Skidmore |
| Audit | DiGeronimo; Jones; Mast; Turk; Watkins | Jones (chair service ended May 15, 2024); Turk and Jones are “financial experts” |
| Corporate Governance & Nominating | Bevan (chair from May 15, 2024); Jones; Turk; Watkins | Bevan |
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| 2024 Fees Earned (Cash) – Spencer T. Cohn | $13,500 | Board fees and travel reimbursement paid directly to Castle Creek Capital VI LLC |
| 2024 Stock Awards – Spencer T. Cohn | $0 | No director stock awarded to Cohn in 2024 |
| Per‑meeting fees (Middlefield Banc Corp.) | $750 | For each board and committee meeting attended |
| Chairman of the Board annual stipend | $15,000 | Applied to Mr. Skidmore |
| Committee chair stipends (Audit, Compensation) | $3,000 | Annual |
| Committee chair stipends (CG&N, Executive) | $2,000 | Annual |
| The Middlefield Banking Company director monthly cash retainer | $750 | Approx. $2,050/month incl. equity grants (see next rows) |
| Bank director stock grants | 240 shares @ $32.37 (Jan 2, 2024); 324 shares @ $24.05 (Jul 1, 2024) | Granted to each bank director; Cohn had no stock award in 2024 |
Performance Compensation
Cohn, as a director, does not receive performance‑based pay; however, as a Compensation Committee member, he oversees the executive incentive framework. The 2024 executive Annual Incentive Plan metrics and weightings:
| Metric | Weight | Design Detail |
|---|---|---|
| Pre‑tax, pre‑provision net income | 50% | Bank‑wide performance goal |
| Net overhead ratio | 20% | Efficiency/control metric |
| Classified asset ratio | 10% | Credit quality target |
| Strategic goals (qualitative) | 20% | Annual strategic objectives |
- Clawbacks: Rescission and recovery provisions allow non‑payment or recovery for underperformance, misconduct, or financial reporting errors .
- Long‑term equity design oversight: In 2024 the committee introduced PSUs tied to three‑year average ROAA vs. a custom bank peer set with TSR modifiers, plus time‑based RSUs to balance performance and retention .
Other Directorships & Interlocks
| Connection | Detail | Governance Consideration |
|---|---|---|
| Castle Creek designation right | Castle Creek Capital Partners VI, LP may designate a board representative while owning ≥4.9% of outstanding shares; Cohn serves under this agreement | |
| 5% holders | BlackRock: 6.15% (sole voting 488,880; sole dispositive 497,364); Castle Creek Partners VI, LP: 6.94% (shared voting 560,500; sole dispositive 560,500 with Castle Creek Capital VI LLC) | |
| Cohn’s fees paid to Castle Creek VI LLC | Board fees and travel for Cohn paid directly to Castle Creek Capital VI LLC |
Expertise & Qualifications
- Community banking investment and governance through Castle Creek; multiple public/community bank boards across geographies, M&A integration exposure .
- Prior FIG investment banking at KBW focusing on M&A and capital markets for banks .
- Technical/education: Finance and Accountancy BS; ABA Stonier Graduate School of Banking (Wharton) graduate/Capstone Advisor .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Stock | Notes |
|---|---|---|---|
| Spencer T. Cohn | 0 | ≤1% | Disclaims beneficial ownership of shares held by Castle Creek Partners VI, LP except to extent of pecuniary interest |
| Directors & officers as a group (18 people) | 327,027 | 4.05% | Group total |
| Stock ownership guidelines (directors) | 4× annual base compensation (within 4 years of election) | Applies to bank directors; as of Mar 14, 2025, directors with ≥4 years of service met the guidelines | |
| Hedging & pledging | Prohibited: short sales, derivatives (puts/calls), zero‑cost collars; pledging and margin accounts prohibited |
Governance Assessment
- Independence and Committees: Cohn is classified independent under Nasdaq/SEC rules and sits on the Compensation and Executive Committees; no chair roles cited. Attendance thresholds met at the board level in 2024 .
- Shareholder Support: Cohn received 4,567,808 “For” and 282,369 “Withheld” votes in 2025 (broker non‑votes 1,055,577), indicating strong support relative to peers on the slate; Say‑on‑Pay passed with 4,171,757 “For” vs. 496,596 “Against” and 182,110 “Abstain”; shareholders favored annual Say‑on‑Pay (1 Year: 4,547,161) .
- Alignment and Ownership: Cohn holds no shares directly; his board fees are paid to Castle Creek VI LLC. Castle Creek is a 6.94% holder with a contractual board seat right, and Cohn serves under this arrangement—this is a notable interlock requiring ongoing oversight for conflicts, but the board maintains independence determinations and robust anti‑hedging/pledging policies .
- Director Pay Structure: Cash fee‑based pay with no equity for Cohn in 2024; broader program pays per‑meeting fees, chair stipends, and bank director stock grants. Pay appears modest and meeting‑linked, supporting independence and engagement incentives; no director‑specific performance pay .
RED FLAGS / Watch items:
- Investor‑appointed director with fees paid to Castle Creek VI LLC and designation rights tied to ≥4.9% ownership—monitor for related‑party considerations and voting/recusal protocols on matters involving Castle Creek or capital transactions .
- Proxy notes a commercial real estate loan >$120k to an entity with a director’s material ownership; although terms were ordinary course, the director is unnamed—track future Item 404 disclosures for specificity .
Appendix: Voting Results (2025)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Election – Spencer T. Cohn | 4,567,808 | 282,369 | — | 1,055,577 |
| Election – William J. Skidmore | 4,184,370 | 665,807 | — | 1,055,577 |
| Election – Carolyn J. Turk | 4,296,565 | 553,612 | — | 1,055,577 |
| Say‑on‑Pay | 4,171,757 | 496,596 | 182,110 | 1,055,577 |
| Say‑on‑Frequency | 4,547,161 (1 Yr) | 36,594 (2 Yrs) | 178,181 (3 Yrs) | — |
| Auditor Ratification | 5,577,539 | 234,640 | 93,861 | 0 |
Sources
- Proxy statement (DEF 14A, Apr 4, 2025): Governance, committees, independence, director compensation, ownership, and Cohn biography .
- 8‑K, Submission of Matters to a Vote of Security Holders (May 19, 2025): Annual meeting results, including Cohn’s election vote tallies and Say‑on‑Pay/frequency outcomes .