Thomas M. Wilson

About Thomas M. Wilson

Thomas M. Wilson is Executive Vice President at Middlefield Banc Corp., appointed EVP/Corporate Development on May 10, 2023, and shown as EVP/Chief Strategy and Innovation Officer in the company’s July 2025 investor materials . He has over 25 years of investment banking, consulting, and investment experience, including COO of Liberty National Bank (Feb 2020–Dec 1, 2022), and Director—Investment Banking at Hovde Group (Mar 2015–Jan 2020) . Wilson holds a finance degree from The Ohio State University and is a Chartered Financial Analyst (CFA) . Company-level performance during his tenure: net income of $15.5 million in 2024, $17.4 million in 2023, and $15.7 million in 2022, with cumulative TSR benchmarks of $123, $137, and $114 per $100 initial investment in those years, respectively .

Company Performance Snapshot during Wilson’s tenure

Past Roles

External Roles

Fixed Compensation

• Base salary and bonus details for Wilson are not disclosed in the Summary Compensation Table, which lists only the CEO (Zimmerly), CFO (Ranttila), and Chief Banking Officer (Cheravitch) for 2024 and 2023 .
• Wilson’s change-in-control agreement defines “compensation” for severance calculation purposes as base salary (at change-in-control or termination, whichever is greater) plus the average cash bonus/incentive over the prior three years, but specific salary and bonus amounts for Wilson are not disclosed .

Performance Compensation

Annual Incentive Plan structure (company program)

• The bank’s Annual Incentive Plan uses weighted metrics: pre-tax, pre-provision net income (50%), net overhead ratio (20%), classified asset ratio (10%), and strategic goals (20%) for executive awards approved for 2024; eligibility is stated for executives (e.g., CFO and CBO); Wilson’s specific participation is not disclosed .
• CEO target/threshold/max bonus opportunities under the amended plan are 40%/20%/60% of base salary; other executive management are 30%/15%/45% of base salary. Wilson’s eligibility and individual targets are not disclosed .

Long-term incentives (equity plan design)

• 2017 Omnibus Equity Plan authorizes RSUs and PSUs; August 2024 redesign uses three-year ROAA vs $1–$5B peer index with TSR modifier; earned PSUs range 0–187.5% of target, capped at target if TSR is negative; RSUs vest in equal annual tranches over three years. Company disclosed awards for CEO and CFO; Wilson’s grants are not disclosed .

Equity Ownership & Alignment

• Beneficial ownership for individual executives beyond the named officers was not itemized; “other executive officers (4 people)” collectively held 29,870 shares as of March 14, 2025; Wilson’s individual share count and vested/unvested breakdown are not disclosed .
• Hedging (puts/calls/derivatives, short selling, collars) and pledging/margin accounts are prohibited for directors, officers, and employees, reducing misalignment risk .
• Executive stock ownership guidelines require CEO, President, COO, and CFO to own shares equal to one times base salary, with three years for new appointees post-Jan 1, 2023; Wilson’s role is EVP and specific guideline applicability or compliance status is not disclosed .
• Options have not been granted to executives since 2011, limiting option-related selling pressure; no options outstanding were reported in the 2025 proxy .

Employment Terms

• Change-in-Control Agreement (Wilson):

  • Cash severance: 2x “compensation” (base salary greater of at CIC or termination date + average cash bonus/incentive over prior three years), payable upon involuntary termination without Cause or voluntary termination with Good Reason within 24 months after a CIC; 409A six-month delay applies if required .
  • Benefits: full vesting in non-qualified plans not addressing CIC; continued life, health, disability coverage for up to 24 months (or lump-sum present value if continuation not possible or 409A requires delay) .
  • Good Reason includes material diminution of salary, authority/duties, budget, location, or material breach; notice and cure periods apply; Cause includes fraud, dishonesty, policy violations, competitive activity, regulatory removal, or bond coverage issues .
  • Term: initial 3 years from Feb 12, 2024, auto-renewing annually unless notice given; agreement is not an employment contract .
  • Legal fee reimbursement up to $100,000 to enforce rights post-CIC, subject to FDIA §18(k) constraints .

• Split-Dollar Life Insurance (legacy Liberty arrangement):

  • Employer-owned policy promises $100,000 pre-retirement death benefit to Wilson’s beneficiary if death occurs prior to separation from service; no benefit after separation; employer pays premiums .

• Equity award covenants (plan design):

  • Recipients of restricted stock awards agree for 12 months post-employment not to solicit customers/employees or provide competing financial services within 25 miles of any branch; similar non-solicit and non-disparagement covenants apply; enforcement via injunctive relief .

• Clawbacks:

  • Company-wide Compensation Recovery Policy intended to comply with Exchange Act §10D / Rule 10D-1 and Nasdaq Listing Rule 5608 .

• Potential CIC context:

  • On October 22, 2025, Middlefield entered an Agreement and Plan of Merger with Farmers National Banc Corp.; the agreement provides that outstanding restricted shares fully vest immediately prior to the effective time (performance-based awards deemed achieved at maximum) and are converted to merger consideration, with no outstanding stock options reported; completion and individual executive outcomes are subject to closing conditions .

Investment Implications

• Alignment: Prohibitions on hedging/pledging and clawback policy reduce misalignment; executive ownership guidelines exist, though Wilson’s compliance is not disclosed .
• Retention and payout risk: Wilson’s CIC economics (2x compensation plus up to 24 months of benefits and vesting provisions) indicate meaningful protection and potential payout upon a qualifying CIC termination; the announced merger elevates near-term CIC/retention considerations, though outcomes hinge on deal closure and employment status post-close .
• Disclosure gaps: Absence of Wilson-specific base salary, annual bonus targets/actuals, and equity grant detail limits precision in pay-for-performance and vesting-driven selling pressure assessment; reliance is on company-wide plan design rather than individual metrics .
• Execution profile: Prior M&A advisory and COO experience signal competence in transaction execution and operational scaling; governance covenants in equity awards and CIC agreements reduce post-termination competitive risk .