William J. Skidmore
About William J. Skidmore
William J. Skidmore, age 68, has served as a director of Middlefield Banc Corp. since 2013, is an independent director under NASDAQ and SEC rules, and serves as Chairman of the Board. He spent over four decades at Waste Management, most recently as Northeast Ohio Senior District Manager until December 31, 2019, and holds a Bachelor’s in Sales and Marketing from Bowling Green State University (1978) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Waste Management (NYSE: WM) | Northeast Ohio Senior District Manager; progressive roles since 1978 | 1978–2019 | Key contributor to serial acquisitions in IN/MI/OH (deal sourcing, pricing, negotiations) |
| First County Bank (Chardon, OH) | Director | Not disclosed (prior role) | Local banking board experience |
| Metropolitan National Bank (Youngstown, OH) | Director | Not disclosed (prior role) | Local banking board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Chardon Rotary | Member; past President | Not disclosed | Civic leadership |
| Chardon Chamber of Commerce | Former President | Not disclosed | Business community leadership |
| Chardon Local Schools | Past member, Business Advisory Committee | Not disclosed | Community education advisory |
| Kent State University (Geauga) | Former member, Business Advisory Committee | Not disclosed | Regional business advisory |
| National Solid Waste Management Association (Washington, D.C.) | Past representative to the board | Not disclosed | Industry association engagement |
Board Governance
- Independence: The board determined all directors other than the CEO (Mr. Zimmerly) are independent; Skidmore is independent .
- Leadership: Middlefield separates Chairman and CEO; Skidmore serves as independent Chairman of the Board, reinforcing oversight .
- Committees (2024):
- Corporate Governance and Nominating Committee: Member .
- Executive Committee: Chair .
- Board meetings: 6 in 2024; each director attended ≥75% of combined board and committee meetings during their service .
- Annual meeting attendance: 11 of 12 directors attended the 2024 annual meeting (individual not specified) .
| Committee | Skidmore Role | 2024 Meetings | Chair? |
|---|---|---|---|
| Corporate Governance & Nominating | Member | 4 | No |
| Executive Committee | Member; Chair | 9 | Yes |
| Audit | Not listed as member | 4 | No |
| Compensation | Not listed as member | 6 | No |
Fixed Compensation
| Component (Director Policy – 2024) | Amount | Notes |
|---|---|---|
| Board/Committee meeting fee (Middlefield Banc Corp.) | $750 per meeting | All directors |
| Chairman of the Board retainer | $15,000 annually | Skidmore receives as Chair |
| Committee Chair fees (Audit, Compensation) | $3,000 annually | Not applicable to Skidmore for these committees |
| Committee Chair fees (Corporate Governance & Nominating; Executive) | $2,000 annually | Skidmore receives Executive Committee chair fee |
| Middlefield Banking Company monthly cash retainer | $750 per month | Bank board service |
| Middlefield Banking Company equity grants (annual) | ~$15,600 | Paid in two semiannual stock grants |
| Skidmore – 2024 Director Compensation | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $44,250 |
| Stock Awards | $15,600 |
| Total | $59,850 |
| Stock grant details | 240 sh @ $32.37 (Jan 2, 2024); 324 sh @ $24.05 (Jul 1, 2024) |
Performance Compensation
- Non-employee director award types under the 2017 Omnibus Equity Plan: restricted stock, RSUs, and nonqualified stock options (NQSOs). Directors are not granted performance stock units (PSUs); PSUs are for employees .
- No director-specific performance metrics or bonus plans disclosed; director equity awards are structured as time-based grants via the bank-level program .
Other Directorships & Interlocks
| Company | Exchange | Role | Status |
|---|---|---|---|
| First County Bank (Chardon, OH) | Private/local | Director | Prior role |
| Metropolitan National Bank (Youngstown, OH) | Private/local | Director | Prior role |
- No current public company board roles for Skidmore disclosed. Note: The board includes an investor representative from Castle Creek (Spencer T. Cohn), and Castle Creek holds ~6.94% of MBCN; Skidmore is not affiliated with Castle Creek .
Expertise & Qualifications
- Deep operating leadership and M&A integration experience from Waste Management, including sourcing and negotiating ~12 acquisitions in the Midwest .
- Banking governance experience via prior local bank directorships; extensive community leadership roles .
- Education: Bachelor’s in Sales and Marketing, Bowling Green State University (1978) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 23,894 shares; includes 2,013 shares held jointly with spouse |
| Ownership % of outstanding | ≤1% (per proxy footnote); shares outstanding: 8,081,193 (as of Mar 14, 2025) |
| Vested vs unvested | Not disclosed for directors (unvested award table applies to executives) |
| Pledging/hedging | Prohibited for directors (no margin accounts; no pledging; anti-hedging incl. no derivatives/short selling) |
| Stock ownership guidelines | Directors must own ≥4x annual bank director base compensation within 4 years; as of Mar 14, 2025, all directors with ≥4 years of service met guidelines |
Governance Assessment
-
Strengths
- Independent Chairman structure with Skidmore as Chair supports oversight and board effectiveness .
- Clear anti-hedging and anti-pledging policies reduce alignment risks; margin accounts prohibited .
- Stock ownership guidelines with confirmed compliance for long-tenured directors bolster “skin in the game” .
- Active committee leadership (Executive Committee Chair) and service on Corporate Governance & Nominating indicate engagement .
-
Considerations
- Attendance disclosure is aggregate (≥75% for all directors); individual attendance rates are not provided, limiting director-level assessment .
- Board-level related-party lending occurred to an entity with a director’s material ownership interest (on market terms); specific director not named, but monitor for potential conflicts and recurring exposures .
- Director compensation is largely fixed (meeting fees, retainer, time-based stock) with limited performance linkage; alignments rely on ownership guidelines rather than performance-conditioned director pay .
-
RED FLAGS
- Related-party loan to a director-affiliated entity (amount >$120,000), while stated as ordinary course and market terms; merits ongoing scrutiny for underwriting rigor and frequency of such transactions .
- No disclosure of shares pledged or hedging by Skidmore, but policy prohibits such activities; continue to verify compliance via insider reports and policy enforcement .
Overall, Skidmore’s independent Chair role, committee leadership, and ownership compliance are positive signals for governance quality. Continued monitoring of board-level related party transactions and director-specific attendance detail would enhance investor confidence .