UNITED STATES
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FORM
CURRENT REPORT
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Item 5.02(e) Compensatory Arrangements of Certain Officers
At a meeting of the Compensation Committee of the Board of Directors of The Middlefield Banking Company (the “Bank”) held on August 6, 2024, the nonemployee directors took action to establish plan performance goals under the Bank’s Annual Incentive Plan for President and Chief Executive Officer President Ronald L. Zimmerly, Jr. and Chief Financial Officer Michael C. Ranttila.
The Annual Incentive Plan is a short-term cash incentive plan that rewards Bank employees with additional cash compensation if specified objectives are achieved. For achievement of the 2024 plan performance goals, distributions under the plan would be made in cash to the executives in the first quarter of 2025. For 2024, the performance measures relate to pre-tax pre-provision net income, achievement of a target net overhead ratio, and a classified asset ratio. The Compensation Committee also established a qualitative performance measure tied to achievement of strategic goals. The qualitative performance measure is a subjective judgment made by the Compensation Committee.
The foregoing description of the Annual Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the Annual Incentive Plan, which is filed as Exhibit 10.22 to the Form 8-K Current Report filed by Middlefield Banc Corp. on June 13, 2024, and is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MIDDLEFIELD BANC CORP. | ||||||
| Date: August 12, 2024 | /s/ Ronald L. Zimmerly, Jr. | |||||
| President and Chief Executive Officer | ||||||