Posted 14 November, 2023
MIDDLEFIELD BANC CORP appointed Ronald L. Zimmerly, Jr. as new CEO
Nasdaq:MBCN appointed new Chief Executive Officer Ronald L. Zimmerly, Jr. in a 8-K filed on 14 November, 2023.
On November 14, 2023, Middlefield Banc Corp. (the "Company") announced that the Board of Directors of the Company will appoint Ronald L. Zimmerly, Jr. to serve as Chief Executive Officer of the Company and of The Middlefield Banking Company (the "Bank"), the wholly owned bank subsidiary of the Company, effective January 1, 2024.
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Overview of MIDDLEFIELD BANC CORP
Financial Services • Banking
Middlefield Banc Corp. is a holding company, which engages in the provision of personal and commercial banking solutions. It offers checking, savings, negotiable order of withdrawal accounts, money market accounts, time certificates of deposit, commercial loans, real estate loans, a variety of consumer loans, safe deposit facilities, and travelers’ checks services. It also provides mortgage and investment services. The company was founded in 1988 and is headquartered in Middlefield, OH.Market Cap
$192M
View Company Details
$192M
Relevant filing section
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On November 14, 2023, Middlefield Banc Corp. (the "Company") announced that the Board of Directors of the Company will appoint Ronald L. Zimmerly, Jr. to serve as Chief Executive Officer of the Company and of The Middlefield Banking Company (the "Bank"), the wholly owned bank subsidiary of the Company, effective January 1, 2024. Mr. Zimmerly has been serving as the President of the Company and the Bank since December 1, 2022 and will continue to serve as President of the Company and the Bank when he becomes Chief Executive Officer. Mr. Zimmerly, 59, served as the President and Chief Executive Officer, and as a director, of Liberty Bancshares, Inc. and Liberty National Bank from 2010 to December 1, 2022 when the Company acquired Liberty Bancshares, Inc. and Liberty National Bank. Pursuant to Mr. Zimmerly's December 5, 2022, Severance Agreement, Mr. Zimmerly's appointment as Chief Executive Officer will increase Mr. Zimmerly's change-in-control benefit under the Severance Agreement from 2 times to 2.5 times the sum of Mr. Zimmerly's annual base salary plus average cash incentive plan bonus over the prior two-year period (or such lesser period as Mr. Zimmerly has been employed by the Company). Mr. Zimmerly does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. On November 13, 2023, James R. Heslop, II, Chief Executive Officer and director of the Company and the Bank, notified the Company's Board that he will resign as Chief Executive Officer of the Company and the Bank effective January 1, 2024. Mr. Heslop has served as Chief Executive Officer of the Company and the Bank since December 1, 2022, Executive Vice President and Chief Operating Officer of the Bank since 1996 and Executive Vice President and Chief Operating Officer of the Company since 2000. He has been a director of the Bank since July 1999 and a director of the Company since November 2001. Mr. Heslop also notified the Company's Board that he will resign as a director of the Company and the Bank effective as of 7 p.m. on December 31, 2023. In recognition of Mr. Heslop's long and illustrious record of executive officer service to the Company, the Board will take action necessary to accelerate the vesting of 10,957 shares of Company common stock covered by Mr. Heslop's 2021, 2022, and 2023 restricted stock awards with payment of the shares in 2024 to be effective after Mr. Heslop enters into a separation agreement upon employment termination. The separation agreement will contain a customary, general waiver and release of claims, as well as post-employment covenants with respect to confidential information, noncompetition, and nonsolicitation of customers and employees. In exchange for his agreement to enter into the separation agreement, the Company will pay Mr. Heslop $199,100 in a lump sum and credit $56,250 as the 2023 contribution for Mr. Heslop's Executive Variable Benefit Deferred Compensation Agreement dated as of July 9, 2018. The separation agreement payment will be made on the next business day following the expiration of the revocation period contained in the separation agreement, provided the separation agreement has not been timely revoked by Mr. Heslop. Mr. Heslop's resignation is not the result of any disagreement with the Company. The Company's Board of Directors will reduce the number of members of the Board of Directors from thirteen to twelve directors, effective upon Mr. Heslop's resignation.
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