Thomas W. Bevan
About Thomas W. Bevan
Independent director of Middlefield Banc Corp. (MBCN), age 59, serving since 2017 with current term expiring in 2027. Bevan is a founding shareholder and CEO of Bevan & Associates, LPA, Inc., licensed to practice law in Ohio since 1991, admitted to the U.S. District Court (N.D. Ohio) and the U.S. Supreme Court; he is also principal of Liberty Capital, LLC (real estate development/management) and formerly served on Liberty Bank, N.A.’s board (2011–2017) . The board has determined he is independent under NASDAQ and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liberty Bank, N.A. | Director | 2011–2017 | Banking experience; customer base and market knowledge |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bevan & Associates, LPA, Inc. | Founding Shareholder & CEO | Ongoing | Ohio attorney since 1991; admitted to U.S. District Court (N.D. Ohio) and U.S. Supreme Court |
| Liberty Capital, LLC | Principal | Ongoing | Commercial/residential real estate development and management |
| Professional associations | Member | Ongoing | Ohio State Bar Association; Akron Bar Association (Foundation Fellow); Ohio Association for Justice; Public Justice Foundation |
Board Governance
- Committee memberships and chair roles:
- Chair, Corporate Governance & Nominating Committee (chair service began May 15, 2024) .
- Member, Compensation Committee .
- Not listed as member of Audit Committee or Executive Committee in 2024 .
- Independence: Board determined all directors other than CEO Ronald L. Zimmerly are independent; Bevan is independent .
- Attendance and engagement: Board met six times in 2024; each director attended at least 75% of combined board/committee meetings; 11 of 12 directors attended the 2024 annual meeting .
- Board leadership: Independent Chairman (William J. Skidmore); CEO and Chair roles separated .
- Governance focus: Corporate Governance & Nominating Committee oversees director nominations, committee composition/chair assignments, succession, ethics, and governance; met four times in 2024 .
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 29,250 | 15,600 | 0 | 0 | 44,850 |
| Grant Date | Shares | Price/Share ($) | Instrument |
|---|---|---|---|
| Jan 2, 2024 | 240 | 32.37 | Middlefield stock grant to bank directors |
| Jul 1, 2024 | 324 | 24.05 | Middlefield stock grant to bank directors |
- Director fee structure: $750 per board/committee meeting; Corporate Governance & Nominating Committee chair receives $2,000 annual chair fee (applies to committee chairs); additional chair fees for Audit ($3,000) and Compensation ($3,000); Middlefield Banking Company directors also receive monthly cash retainer ($750) and semiannual equity grants totaling ~$15,600 annually .
Performance Compensation
- No performance-based compensation for non-employee directors disclosed; option awards not granted to directors (option awards $0 in 2024) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Tenure |
|---|---|---|---|
| Liberty Bank, N.A. | Private | Director | 2011–2017 |
| Current public company boards | n/a | n/a | None disclosed |
- Related-party banking: In 2024, the bank had a commercial real estate loan >$120,000 to an entity in which a Middlefield director has a material ownership interest; loan made on customary terms; director not identified by name .
Expertise & Qualifications
- Legal credentials: Ohio attorney since 1991; admitted to U.S. District Court (N.D. Ohio) and U.S. Supreme Court .
- Business/finance: Principal of Liberty Capital (real estate); years of banking experience and community ties from prior Liberty Bank, N.A. board service .
- Governance: Chair of Corporate Governance & Nominating Committee; contributes to director selection, board composition, and governance oversight .
Equity Ownership
| Holder | Beneficial Ownership (shares) | Notes | % of Outstanding |
|---|---|---|---|
| Thomas W. Bevan | 52,683 | Includes 26,530 shares held jointly with spouse | ~0.65% (52,683/8,081,193) using shares outstanding as of Mar 14, 2025 |
- Stock ownership guidelines: Directors must own ≥4x annual director base compensation (bank director cash retainer + equity grants) within four years; all directors with ≥4 years of service met guidelines as of Mar 14, 2025 (Bevan has served since 2017) .
- Hedging/pledging: Prohibited; no margin accounts or pledging of Middlefield shares allowed; short sales and derivative trading prohibited .
Insider Filings and Trades
| Item | Status |
|---|---|
| Section 16(a) compliance | Proxy reports all directors/officers complied in 2024 except specified individuals (Zimmerly, Ranttila, Cheravitch, Moeller); no exception listed for Bevan |
| Hedging/Pledging | Prohibited by policy |
Governance Assessment
- Strengths:
- Independence and significant equity ownership aligned with director ownership guidelines; prohibitions on hedging/pledging support alignment .
- Chair of Corporate Governance & Nominating Committee, indicating influence over board composition and governance practices; board adheres to independent chair structure .
- Consistent attendance standards met at the board level; active committee engagement .
- Watch items / RED FLAGS:
- Related-party exposure: A 2024 commercial real estate loan to an entity with a director’s material ownership interest (director unnamed) represents a potential conflict; disclosed as customary terms and normal risk, but merits monitoring for continued arms-length treatment .
- No individual attendance percentages disclosed; only ≥75% threshold at board level—monitor for sustained participation .
Overall, Bevan appears to be an engaged, independent director with governance influence (committee chair), meaningful share ownership, and no disclosed Section 16 reporting issues, supporting investor confidence; related-party lending at the board level warrants continued oversight to ensure independence and fair dealing .