Middlefield Banc Corp. Annual Report 2023

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FY2023 Annual Report · Middlefield Banc Corp.

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Investing
In the future

2023 Summary
Annual Report

$2.14
EARNINGS
PER SHARE

FOR BOTH BASIC
AND DILUTED EPS

TOTAL ASSETS
(in thousands)

NET INCOME
(in thousands)

$
$
1
1
,
,
8
8
2
2
2
2
8
8
8
8
3
3

,
,

$
$
1
1
,
,
6
6
8
8
7
7
6
6
8
8
2
2

,
,

$
$
1
1
,
,
3
3
9
9
11
1
,
,
9
9
7
7
9
9

$
$
1
1
,
,
3
3
33
3
1
1
,
,
0
0
0
0
6
6

$
$
11
1
,
,
1
1
8
8
2
2
4
4
7
7
5
5

,
,

$
1
8
6
3
3

$
1
7
3
6
8

$
1
5
6
7
3

$
1
2
7
1
1

$
8
3
4
9

2019

2020

2021

2022

2023

2019

2020

2021

2022

2023

RETURN ON AVERAGE EQUITY

DIVIDENDS DECLARED PER SHARE

.
.

1
1
2
2
7
7
4
4
%
%

.
.

1
1
1
1
2
2
5
5
%
%

(
(
1
1
)
)

.
.

8
8
8
88
3
3
%
%

$
$
0
0
8
8
1
1

.
.

$
$
0
0
8
8
5
5

.
.

$
$
0
0
6
6
9
9

.
.

$
$
0
00
5
5
7
7

.
.

$
$
0
0
6
66
0
0

.
.

9
9
3
3
5
5
%%
%

.
.

6
6
0
0
7
7
%
%

2019

2020

2021

2022

2023

2019

2020

2021

2022

2023

(1) 2022 includes $2.3 million in one-time merger expenses.

20000

15000

10000

5000

2000000

1500000

1000000

500000

1.0

0.8

0.6

0.4

0.2

0.0

CHAIRMAN’S LETTER TO SHAREHOLDERS:

On behalf of the Middlefield Banc Corp. Board of Directors, I am
pleased to report that 2023 was a year of solid operating performance
for our Company. Despite the challenges posed by the ever-changing
business and economic landscape, we remained steadfast in our
commitment to excellence, achieving key milestones and delivering
value to our shareholders, customers, and communities.

One of the defining moments of the year was the successful
integration of the Liberty Bancshares, Inc. (“Liberty”) merger.
This strategic merger has significantly strengthened our
position across several compelling Western and Central
Ohio markets, expanded our reach to more communities,
and unlocked new growth opportunities. On behalf of the
entire Board of Directors, I would like to extend my gratitude
to all our employees who worked tirelessly to ensure
a smooth transition and maximize the synergies resulting
from this merger.

Recognizing the importance of continuity and leadership
development at Middlefield, succession planning has been
a key area of focus for our Board of Directors. Most notably,
two long-standing members of Middlefield’s executive team
retired this year. James R. Heslop, II retired as Chief Executive
Officer on December 31, 2023, and Donald L. Stacy retired
as Chief Financial Officer on April 30, 2023. After decades
of service to Middlefield, both Jim and Don played critical
roles in Middlefield’s evolution, developing successful business
strategies, and ensuring our long-term financial excellence.
On behalf of everyone at Middlefield, I wish Jim and Don the
very best in their retirements.

As a part of the Company’s comprehensive succession plan,
on January 1, 2024, Ronald L. Zimmerly, Jr. assumed the role
of Chief Executive Officer. As President of Middlefield and
the former Chief Executive Officer of Liberty Bancshares, Ron
brings over 35 years of Ohio community banking experience
to Middlefield that will continue to drive the Company’s legacy
of strong financial and operating performance. In addition,
Michael C. Ranttila was elected Chief Financial Officer of the
Company on May 1, 2023, after serving in several financial
and leadership roles at Middlefield. Mike is a proven leader
with strong financial acumen and a deep understanding of
Middlefield’s competitive growth strategies, M&A activities,
and the key drivers of our financial performance.

In addition to Ron and Mike’s appointments, we have made
several other changes to our executive leadership team,
which includes leaders developed from within the Bank and
proven bankers attracted from outside our Company. Overall,
we have assembled an experienced executive team to drive
the next phase of Middlefield’s growth. I am also pleased
to report that of the top seven executives of the bank, 43%
are women reflecting our commitment to building a diverse
management team.

50% have joined the Board since 2020, which has added highly
qualified professionals and fresh perspectives.

A new three-year strategic plan is being developed to align
with Middlefield’s evolution, the success of the Liberty merger,
a new executive team, and an updated Board. While details
of the strategy are being finalized, key elements of the plan
are focused on increasing revenue opportunities, improving
Middlefield’s customer experience, and advancing our
operational performance. I am proud to report that under
our 2020-2023 strategic plan, assets increased 31% to
$1.8 billion, earnings increased 108% to $17.4 million, and
pre-tax pre-provision earnings increased 21% to $23.8 million.
In addition, from January 1, 2020, to December 31, 2023,
a $100 investment in Middlefield’s stock has produced a
total shareholder return of $140, compared to $107 for the
Nasdaq Bank Index and $116 for the KBW Regional Bank Index.

A diverse capital allocation plan drives our efforts to create
value for our shareholders by supporting our growth and
our long-standing commitment to return excess capital to
our shareholders through opportunistic stock repurchase
programs and a legacy of dividend growth. Since 2020, our
annual dividend has increased from $0.60 to $0.85 in 2023.
The 42% improvement in our annual dividend includes a
33% increase in our regular quarterly dividend over this period
and a $0.05 per share special dividend that was paid in the
2023 fourth quarter. This represents the third consecutive year
Middlefield has paid a special cash dividend to shareholders.

I am proud to reflect on Middlefield’s remarkable journey
over the past year. Through the strategic merger, infusion
of new leadership, and steadfast commitment to our Ohio
communities, we have weathered challenges and emerged
stronger than ever before. Our unwavering dedication to
providing unparalleled value to our shareholders, customers,
team members, and communities has been the cornerstone
of our success. As we continue to navigate an ever-evolving
economic and banking landscape, I am confident in
Middlefield’s ability to adapt, innovate, and thrive—just like
our Bank has done for over 120 years.

On behalf of the Middlefield Banc Corp. Board of Directors
and our employees, we thank you for your continued support.

We also continue to update our Board of Directors, and
during 2023, we proactively reduced the size of our Board
from 13 to 12 members. Of Middlefield’s 12 current directors,

WILLIAM J. SKIDMORE
Chairman, Board of Directors

Middlefield Banc Corp. 2023 Summary Annual Report 1

TO OUR SHAREHOLDERS:

I am proud to present our first annual report under my leadership as
President and Chief Executive Officer of Middlefield Banc Corp. 2023
was an eventful year, marked by significant challenges within the
banking industry, but also remarkable achievements at our Company.
Despite operating in a more uncertain economic environment, we
have made substantial progress in positioning Middlefield for sustained
value creation, and the Company ended the year with record total
assets, stockholders’ equity, and annual net income.

For the year ended December 31, 2023, net income was a
record $17.4 million. The 10.8% increase in net income
over the prior year was due to record net interest income
after the provision for credit losses, and stable noninterest
income, partially offset by higher noninterest expense,
primarily associated with the Liberty Bancshares, Inc.
(“Liberty”) merger. Profitability this year was especially
encouraging as we navigated rapid increases in interest
rates by the Federal Reserve, growing competition for
deposits and increased economic uncertainty. In fact, for
2023 our net interest margin was 4.04%, compared to
4.08% last year, despite continued rate increases from
the Federal Reserve throughout the year.

Our performance in 2023 reflects the successful integration
of the December 2022 merger with Liberty as we focused
on blending our corporate cultures, eliminating redundant
costs and systems, and adding additional members to
Middlefield’s leadership team. In addition, the merger
increased Middlefield’s scale, strengthened its financial
position, and expanded the Company’s services and
offerings in both the Central and Western Ohio markets.
With the addition of Liberty’s six branches, Middlefield
currently operates 21 full-service banking centers across
a 13-county operating footprint and a loan production
office in Mentor, Ohio.

The Ohio economy remained resilient throughout 2023
and benefited from a strong labor market and multiple
large-scale development projects. Ohio was named
the number one state and Columbus was named the
number two metro area in Site Selection Magazine’s 2023
Global Groundwork Index. Compelling economic trends

throughout the state, and especially in Central Ohio, are
expected to continue in 2024 and Middlefield is well
positioned to support this growth. In the Columbus
region alone, historic development projects are underway.
Highlights include Intel’s $100 billion manufacturing
campus in Licking County, Amazon’s $8 billion in investments
to expand its data operations in Central Ohio, Honda
and LG’s $3.5 billion EV battery plant in Fayette County,
and Nationwide Children’s Hospital’s $3+ billion expansion
in Columbus.

We invested strategically in our leadership team in 2023 to
ensure local support, community involvement, and quick
decision making across our three distinct Ohio markets.
We added seasoned Ohio bankers with deep expertise
across Commercial, Business, and Consumer Banking as
we remain focused on developing talent from within the
Company and attracting leading bankers from outside our
organization. In 2023, Mike Cheravitch was named Chief
Banking Officer, Josh Riley was named Chief Commercial
Market Executive—Central Ohio, Jerry Benko was named
Chief Commercial Market Executive—Northeast Ohio,
Anna Maria Brenneman was named Western Regional
President, and Brett Baumeister was named Senior Vice
President—Commercial Lending Western Region.

As part of Middlefield’s long-standing succession plan,
Mike Ranttila was named Chief Financial Officer, Sarah
Winters was named Senior Vice President/Chief Human
Resources Officer, and Rebecca Noblit was promoted to
Executive Vice President/Chief Credit Officer, succeeding
Alfred F. Thompson Jr. who retired from the Company on
February 1, 2024. As you can see, we have built a solid
team with a deep bench of experienced leaders. I am
excited by the prospects of what our team can do together

2 Middlefield Banc Corp. 2023 Summary Annual Report

to drive Middlefield’s record of generating long-term
shareholder value. In addition, we believe we have the
infrastructure to manage a much larger bank, and we are
following a strategic plan focused on growth, profitability,
and returning capital to our shareholders.

Throughout 2023, we enhanced the value we provide our
communities by creating new deposit products, improving
small business lending capabilities, and developing new
retail customer banking resources. We have aligned our
culture, incentive and compensation programs, and go-
to-market strategies in order to successfully support these
initiatives in 2024 and beyond.

Maintaining excellent asset quality and strong liquidity
levels remains a focus of our leadership team. Our
conservative underwriting philosophy, and “quick to
downgrade, slow to upgrade” credit approach continue to
demonstrate our ability to manage risk throughout various
economic cycles. Over the past ten years, Middlefield’s
net charge-offs have averaged 0.10%, and over the past
three years, annual recoveries have exceeded charge-
offs, reflecting outstanding asset quality. Limited credit
losses and our highly profitable financial model have also
helped support robust liquidity levels. At December 31,
2023, we had $60.8 million in cash and cash equivalents,
$170.8 million in available-for-sale investment securities,
and $618.1 million of maximum borrowing capacity at the
Federal Home Loan Bank, demonstrating ample liquidity.

Balancing the retention of capital for growth and financial
stability with the desire to return capital to our shareholders
remains a key component of our strategic plan. For 2023,
we repurchased 164,221 shares of Company stock for
$4.5 million. We also paid a record $6.9 million in dividends,
reflecting an increase of 25.0% over the prior year. On a
per-share basis, Middlefield declared cash dividends of
$0.85, an increase of 4.9% from $0.81 per share last year.
Dividends in 2023 included a $0.05 per share special
dividend payment declared in the fourth quarter. This was
the third consecutive year Middlefield has paid a special
dividend to shareholders.

The Company
ended the year with
record total assets,
stockholders’
equity, and annual
net income.

As you can see, during 2023, we focused on integrating the
merger and building a proper foundation to drive long-
term growth and sustainable value. As we look to 2024, we
are focused on executing against our long-term strategic
plan, benefiting from the synergies of the Liberty merger,
and realizing the value from the investments we have
made across our business this past year. While we expect
uncertainty related to Federal Reserve monetary policies
and their impact on national economic conditions in 2024,
economic activity and employment within our Ohio markets
are expected to remain stable.

Middlefield has a legacy of success as a result of its
commitment to the communities, customers, employees,
and shareholders the Bank serves. This dedication
supports a powerful foundation that will drive our future
performance. I am honored to lead this strong team of
proven bankers. The opportunities to create value for
Middlefield are immense as we bring our community-
oriented banking approach to more customers across our
Northeast, Central and Western Ohio markets.

On behalf of everyone at the Middlefield Banc Corp., thank
you for your continued support.

Sincerely,

RONALD L. ZIMMERLY, JR.

President and Chief Executive Officer

Middlefield Banc Corp. 2023 Summary Annual Report 3

DECADE OF PROGRESS

(Dollar amounts in thousands, except earnings per share data)

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

Interest income

Interest expense

Net interest income

Provision for credit losses(1)

Net interest income after provision for credit losses

Noninterest income, including security gains/losses

Noninterest expense

Income before income taxes

Income taxes

Net income

Total assets

Deposits

Equity capital

Loans outstanding, net

Allowance for credit losses(1)

Net (recoveries) charge-offs

Full time employees (average equivalents)

Number of offices

Earnings per share

Dividends per share

Book value per share

Dividends payout ratio

Cash dividends paid

Return on average assets

Return on average equity

$ 27,874

$ 28,595

$ 29,994

$ 43,995

$ 50,357

$ 54,525

4,070

23,804

370

23,434

3,588

17,850

9,172

1,992

3,820

24,775

315

24,460

4,044

20,077

8,427

1,562

4,190

25,804

570

25,234

3,959

20,872

8,321

1,905

$ 7,180

$ 6,865

$ 6,416

$ 9,455

$ 12,431

$ 12,711

$677,531

$735,139

$787,821

$1,106,336

$1,248,398

$1,182,475

586,112

624,447

629,934

63,867

62,304

76,960

463,738

527,325

602,542

6,846

6,385

6,598

570

139

776

143

357

139

$ 1.76

$ 1.71

$ 1.52

$ 1.56

$ 1.92

$ 1.96

0.52

15.56

0.54

16.59

0.54

17.07

0.54

17.07

0.54

18.63

0.59

19.77

29.54%

30.90%

36.13%

35.52%

30.40%

28.99%

$ 2,121

$ 2,153

$ 2,318

$ 3,358

$ 3,779

$ 3,685

1.07%

12.17%

0.97%

10.62%

0.85%

9.33%

0.85%

9.33%

0.88%

8.52%

1.09%

9.94%

1.05%

9.35%

4,190

25,804

570

25,234

3,959

20,872

8,321

1,905

629,934

76,960

602,542

6,598

357

139

6,647

37,348

1,045

36,303

4,859

27,485

13,677

4,222

119,863

916,023

7,190

453

190

9,909

40,448

840

39,608

3,728

28,743

14,593

2,162

128,290

984,681

7,428

602

200

878,194

1,016,067

1,020,843

13,140

41,385

890

40,495

4,841

30,033

15,303

2,592

137,775

977,490

6,768

1,550

189

0.57

21.45

(1) On January 1, 2023, we adopted ASU 2016-13, Financial Instruments—Credit Losses—Topic (326): Measurement of Credit Losses on Financial Instruments.
This methodology for calculating the allowance for credit losses considers the possibility of expected loss over the life of the loan. Prior to January 1,
2023, the calculation of the allowance for loan losses was based on an incurred loan loss methodology.

4 Middlefield Banc Corp. 2023 Summary Annual Report

2016

2017

2018

2019

2020

2021

2022

2023

$ 29,994

$ 43,995

$ 50,357

$ 54,525

$ 52,638

$ 52,335

$ 54,906

$ 90,301

4,190

25,804

570

25,234

3,959

20,872

8,321

1,905

6,647

37,348

1,045

36,303

4,859

27,485

13,677

4,222

9,909

40,448

840

39,608

3,728

28,743

14,593

2,162

13,140

41,385

890

40,495

4,841

30,033

15,303

2,592

9,250

43,388

9,840

33,548

5,990

29,788

9,750

1,401

4,195

48,140

700

47,440

7,249

31,991

22,698

4,065

4,729

50,177

—

50,177

6,746

38,030

18,893

3,220

25,098

65,203

3,002

62,201

6,691

48,137

20,755

3,387

$ 6,416

$ 9,455

$ 12,431

$ 12,711

$ 8,349

$ 18,633

$ 15,673

$ 17,368

$787,821

$1,106,336

$1,248,398

$1,182,475

$1,391,979

$1,331,006

$1,687,682

$1,822,883

629,934

76,960

602,542

6,598

357

139

878,194

1,016,067

1,020,843

1,225,200

1,166,610

1,402,019

1,426,602

119,863

916,023

7,190

453

190

128,290

984,681

7,428

602

200

137,775

977,490

6,768

1,550

189

143,810

145,335

197,691

205,681

1,090,626

967,349

1,338,434

1,456,437

13,459

3,149

184

14,342

14,438

21,693

(183)

185

(96)

238

(31)

256

$ 1.52

$ 1.56

$ 1.92

$ 1.96

$ 1.31

$ 3.01

$ 2.60

$ 2.14

0.54

17.07

0.54

18.63

0.59

19.77

0.57

21.45

0.60

21.86

0.69

24.68

0.81

23.98

0.85

25.41

36.13%

35.52%

30.40%

28.99%

45.92%

22.76%

37.23%

39.52%

$ 2,318

$ 3,358

$ 3,779

$ 3,685

$ 3,834

$ 4,240

$ 5,490

$ 6,864

0.85%

9.33%

0.88%

8.52%

1.09%

9.94%

1.05%

9.35%

0.64%

6.07%

1.36%

12.74%

1.17%

11.25%

0.99%

8.83%

Middlefield Banc Corp. 2023 Summary Annual Report 5

CONSOLIDATED BALANCE SHEET

(Dollar amounts in thousands, except shares)

2023

2022

ASSETS
Cash and due from banks
Federal funds sold

Cash and cash equivalents
Investment securities available for sale, at fair value

Other investments
Loans:

Commercial real estate:

Owner occupied
Non-owner occupied
Multifamily

Residential real estate

Commercial and industrial
Home equity lines of credit
Construction and other
Consumer installment

Total loans

Less: allowance for credit losses(1)

Net loans

Premises and equipment, net
Goodwill
Core deposit intangibles
Bank-owned life insurance
Other real estate owned
Accrued interest receivable and other assets

TOTAL ASSETS

LIABILITIES
Deposits:

Noninterest-bearing demand
Interest-bearing demand

Money market
Savings
Time

Total deposits

Federal Home Loan Bank advances
Other borrowings
Accrued interest payable and other liabilities

TOTAL LIABILITIES

STOCKHOLDERS’ EQUITY
Common stock, no par value; 25,000,000 shares authorized, 9,930,704 and 9,916,466

shares issued; 8,095,252 and 8,245,235 shares outstanding

Retained earnings
Accumulated other comprehensive loss
Treasury stock, at cost; 1,835,452 and 1,671,231 shares

TOTAL STOCKHOLDERS’ EQUITY

$ 56,397
4,439

$ 51,404
2,405

60,836
170,779
955

183,545
401,580
82,506
328,854
221,508
127,818
125,105
7,214

1,478,130
21,693

1,456,437
21,339
36,356
6,642
34,349
—
35,190

53,809
164,967
915

191,748
380,580
58,251
296,308
195,602
128,065
94,199
8,119

1,352,872
14,438

1,338,434
21,961
31,735
7,701
33,811
5,821
28,528

$1,822,883

$1,687,682

$ 401,384
205,582
274,682
210,639
334,315

1,426,602
163,000
11,862
15,738

1,617,202

161,388
100,237
(16,090)
(39,854)

205,681

$ 503,907
164,677
187,498
307,917
238,020

1,402,019
65,000
12,059
10,913

1,489,991

161,029
94,154
(22,144)
(35,348)

197,691

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$1,822,883

$1,687,682

See accompanying notes to the consolidated financial statements.

6 Middlefield Banc Corp. 2023 Summary Annual Report

CONSOLIDATED STATEMENT OF INCOME

(Dollar amounts in thousands, except per share data)

2023

2022

INTEREST AND DIVIDEND INCOME

Interest and fees on loans
Interest-earning deposits in other institutions

Federal funds sold

Investment securities:
Taxable interest
Tax-exempt interest

Dividends on stock

Total interest and dividend income

INTEREST EXPENSE
Deposits
Short-term borrowings
Other borrowings

Total interest expense

NET INTEREST INCOME
Provision for credit losses(1)

NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES

NONINTEREST INCOME
Service charges on deposit accounts
Loss on other investments
Loss on sale of other real estate owned
Earnings on bank-owned life insurance
Gain on sale of loans
Revenue from investment services
Gross rental income
Other income

Total noninterest income

NONINTEREST EXPENSE
Salaries and employee benefits
Occupancy expense
Equipment expense
Data processing costs
Ohio state franchise tax
Federal deposit insurance expense
Professional fees
Other real estate owned writedowns
Advertising expense
Software amortization expense
Core deposit intangible amortization
Gross other real estate owned expenses
Merger-related costs
Other expense

Total noninterest expense

Income before income taxes
Income taxes

NET INCOME

EARNINGS PER SHARE
Basic
Diluted

$81,963
1,289
771

1,893
3,914
471

90,301

18,995
5,386
717

25,098

65,203
3,002

62,201

3,878
(161)
(170)
823
97
743
421
1,060

6,691

24,511
2,566
1,241
4,764
1,578
861
2,293
—
1,477
95
1,059
510
473
6,709

48,137

20,755
3,387

$ 17,368

$ 2.14
2.14

$ 48,513
472
219

1,811
3,707
184

54,906

4,018
307
404

4,729

50,177
—

50,177

3,850
(173)
—
459
24
674
951
961

6,746

17,548
2,033
1,074
3,701
1,157
329
1,500
1,200
1,033
143
372
707
2,382
4,851

38,030

18,893
3,220

$ 15,673

$ 2.60
2.59

See accompanying notes to the consolidated financial statements.

Middlefield Banc Corp. 2023 Summary Annual Report 7

MIDDLEFIELD
BANC CORP.
BOARD OF
DIRECTORS

WILLIAM J. SKIDMORE
2007
Chairman, Board of Directors
Middlefield Banc Corp.
The Middlefield Banking Company
Retired Ohio Senior District Manager
Waste Management of Ohio, Inc.

RONALD L. ZIMMERLY, JR.
2022
President and Chief Executive Officer
Middlefield Banc Corp.
The Middlefield Banking Company

JAMES J. McCASKEY
2004
Vice Chairman, Board of Directors
Middlefield Banc Corp.
The Middlefield Banking Company
President
McCaskey Landscape and Design, LLC

CAROLYN J. TURK, C.P.A.
2004
Retired Financial Executive
Molded Fiber Glass Companies

KENNETH E. JONES
2008
Retired Financial Executive
Chesapeake Financial Advisors

DARRYL E. MAST
2013
Retired: Hattie Larlham Care Group and
Hattie Larlham Foundation

THOMAS W. BEVAN
2017
Chief Executive Officer
Bevan & Associates, LPA, Inc.

8 Middlefield Banc Corp. 2023 Summary Annual Report

MICHAEL C. VOINOVICH
2020
Executive Vice President and
Chief Investment Officer of
ECHO Health, Inc.

KEVIN A. DiGERONIMO
2021
Principal
DiGeronimo Companies

JENNIFER L. MOELLER
2023
Angel Investor

THOMAS E. “TED” GRIFFITH*
2022
Partner
Powell Seeds, LLC

THOMAS J. SIMON*
2022
Chairman of the Board
Coverlink Insurance

SPENCER T. COHN
2022
Director
Castle Creek Capital LLC

MARK R. WATKINS
2022
Partner
Watkins Farm

Central Ohio Region
Advisory Board:
JEFFREY A. GONGWER;
GEORGE J. KONTOGIANNIS, AIA;
TIMOTHY C. LONG;
MICHAEL J. MORAN

*Director of The Middlefield Banking Company

Middlefield Banc Corp. 2023 Summary Annual Report 9

MIDDLEFIELD
BANC CORP.
OFFICERS

THE MIDDLEFIELD
BANKING COMPANY
EXECUTIVE OFFICERS

THE MIDDLEFIELD
BANKING COMPANY
OFFICERS

RONALD L. ZIMMERLY, JR.
President and Chief Executive Officer

RONALD L. ZIMMERLY, JR. 1999
President and Chief Executive Officer

ANNA MARIA BRENNEMAN 2009
President, Western Ohio Region

MICHAEL C. RANTTILA
Senior Vice President and Chief
Financial Officer

COURTNEY M. ERMINIO 2010
Executive Vice President
Chief Risk Officer

JULIE E. SHAW
Corporate Secretary

REBECCA NOBLIT 2017
Executive Vice President
Chief Credit Officer

MICHAEL C. RANTTILA 2017
Executive Vice President
Chief Financial Officer

THOMAS WILSON, CFA 2020
Executive Vice President
Chief Strategy and Innovation Officer

MICHAEL CHERAVITCH 2023
Executive Vice President
Chief Banking Officer

SARAH WINTERS 2023
Senior Vice President
Chief Human Resources Officer

10 Middlefield Banc Corp. 2023 Summary Annual Report

PATRICIA ARNETT 1987
Senior Vice President
Treasury Management
Director

THOMAS R. NEIKIRK 1994
Senior Vice President
Commercial Relationship Manager

MATTHEW E. BELLIN 2006
Senior Vice President
Commercial Relationship Manager

ADAM T. COOK 2006
Senior Vice President
Project Manager

FELICIA M. HOUGH 2009
Senior Vice President
Branch Administration

CRAIG E. REAY 2011
Senior Vice President
Credit Administration

LORI A. GRAHAM 2013
Senior Vice President
Compliance and CRA Officer

DANIEL B. PLANT 2014
Senior Vice President
Mortgage Lending

STANLEY GREGORIN, JR. 2018
Senior Vice President
Commercial Relationship Manager

GREG T. YURCO 2019
Senior Vice President
Commercial Relationship Manager

GARY C. KERN 2020
Senior Vice President
Chief Information Officer

BRETT BAUMEISTER 2023
Senior Vice President
Commercial Relationship Manager

AMANDA HOYT 2016
Vice President
Abrigo Product Owner

JERRY BENKO 2023
Senior Vice President
Senior Commercial Market Executive

THOMAS PARKER 2016
Vice President
Commercial Relationship Manager

JOSHUA RILEY 2023
Senior Vice President
Senior Commercial Market Executive

NICOLE MARCHIO 2017
Vice President
Deposit Operations Officer

JULIE E. SHAW 2019
Executive Assistant
Corporate Secretary/Training and
Development Coordinator

MELISSA M. MAKI 2018
Vice President
Marketing Communications
Director

MOLLY MILLER 2023
Vice President
Project Manager

KIMBERLY SARK 2023
Vice President
Chief Accounting Officer

PRESTON STAPLETON 2023
Vice President
Commercial Relationship Manager

RACHEL DEAN 1985
Assistant Vice President
Regional Branch Administrator
Northeast Ohio Region

DAVID KUCERA 2004
Vice President
Controller

BRETT A. RICHEY 2010
Vice President
Special Assets Manager

KEVIN SERNA 2019
Vice President
Commercial Relationship Manager

KATHLEEN M. VANEK 1998
Assistant Vice President
Mortgage and Consumer Loan Originator

VANCE STEELE 2022
Vice President
Commercial Relationship Manager

MARLIN J. MOSCHELL 2000
Assistant Vice President
Lending Officer

VALERIE MULLHOLAND 2011
Vice President
Loan Administration

JAMESON CURRY 2023
Vice President
Commercial Relationship Manager

HEATHER ALTSTAETTER 2002
Assistant Vice President
Public Relations Manager

BRANDON BUCKNELL 2015
Vice President
Commercial Relationship Manager

JOHN SOLICH 2015
Vice President
Commercial Relationship Manager

AIMEE GILLILAND 2023
Vice President
Treasury Management Sales Officer

CORSIE ARN 2003
Assistant Vice President
Branch Operations Manager

MARIA HYDELL 2024
Vice President
Credit Manager

ALICE MCINTOSH 2023
Vice President
Controller

NANETTE PFEIFFER 2003
Assistant Vice President
Commercial Loan Specialist

Middlefield Banc Corp. 2023 Summary Annual Report 11

KRISTINA STEPHENS 2006
Banking Officer
Account Processing Manager

MICHELLE BAHLEDA 2014
Banking Officer
MLO III

JAMIE GENOVESE 2016
Banking Officer
Support Center Manager

THE MIDDLEFIELD
BANKING COMPANY
OFFICERS (continued)

KEVIN J. MITCHELL 2007
Assistant Vice President
Lender II

MELISSA K. GAY 2008
Assistant Vice President
BSA Officer

JEAN M. CARTER 2009
Assistant Vice President
Branch Manager

KELLY HECKMAN 2009
Assistant Vice President
Compliance Assistant

DALE MOORE 2009
Assistant Vice President
Project Manager and
Bank Security Officer

DERRICK HAYNES 2011
Assistant Vice President
Manager of Tech Support

ERNA LEAGAN-MABEL 2015
Assistant Vice President
Loan Servicing Manager

WARREN R. COX, II 2016
Assistant Vice President
Branch Manager

CORRINE MITCHELL 2016
Assistant Vice President
Regional Branch Administrator
Western Ohio Region

LAURA STIMMEL 2017
Assistant Vice President
Branch Manager

CHRISTOPHER J. HESS 2018
Assistant Vice President
Branch Manager

NICHOLAS GRAND 2019
Assistant Vice President
Underwriting Manager

LISABETH A. MULDOWNEY 2012
Assistant Vice President
Market Manager/Portage County

RYAN LANE 2019
Assistant Vice President
Mortgage and Consumer Lender

JENNI UNDERWOOD 2013
Assistant Vice President
Mortgage Loan Operations Manager

JAMES LONG 2019
Assistant Vice President
Risk Management and CRA Coordinator

STEPHEN J. LEBOLD 2014
Assistant Vice President
Branch Manager

COLLEEN PIRRMANN 2014
Assistant Vice President
Regional Branch Administrator
Central Ohio Region

KIMBERLY UTTERBACK 2014
Assistant Vice President
Compliance Manager

BRIAN MOORE 2019
Assistant Vice President
Mortgage and Consumer Lender

DAVID WILLOBY 2019
Assistant Vice President
Commercial Relationship Manager

JUSTIN FERGUSON 2024
Assistant Vice President
Loan Documentation Manager

12 Middlefield Banc Corp. 2023 Summary Annual Report

“ Customer service is the experience we
deliver to our customer. It’s the promise
we keep to the customer. It’s how we
follow through for the customer. It’s how
we make them feel when they do business
with us.”

— Shep Hyken

ASHTABULA

CLEVELAND

GEAUGA

TRUMBULL

PORTAGE

KENTON
KENTON

HARDIN

BELLEFONTAINE
BELLEFONTAINE

MARYSVILLE
MARYSVILLE

DELAWARE

UNION

LOGAN

FRANKLIN

COLUMBUS

14 Middlefield Banc Corp. 2023 Summary Annual Report

CORTLANDGARRETTSVILLENEWBURYSOLONTWINSBURGBEACHWOODORWELLCHARDONDUBLINPOWELLPLAIN CITYWESTERVILLEMANTUAMIDDLEFIELDMENTOR (LPO)SUNBURYADABELLEFONTAINEMARYSVILLEKENTONCORTLANDGARRETTSVILLENEWBURYSOLONTWINSBURGBEACHWOODORWELLCHARDONDUBLINPOWELLPLAIN CITYWESTERVILLEMANTUAMIDDLEFIELDMENTOR (LPO)SUNBURYADABELLEFONTAINEMARYSVILLEKENTONASHTABULA

CLEVELAND

GEAUGA

TRUMBULL

PORTAGE

KENTON

HARDIN

BELLEFONTAINE

MARYSVILLE

DELAWARE

UNION

LOGAN

FRANKLIN

COLUMBUS

THE MIDDLEFIELD
BANKING COMPANY
LOCATIONS

Middlefield Banc Corp. 2023 Summary Annual Report 15

Administrative Offices
15200 Madison Road
Middlefield, Ohio 44062
888.801.1666

Ada Office
118 South Main Street
P.O. Box 135
Ada, Ohio 45810
419.634.5015

Beachwood
25201 Chagrin Boulevard
Suite 120
Beachwood, Ohio 44122
216.359.5580

Bellefontaine North Office
1120 North Main Street
P.O. Box 849
Bellefontaine, Ohio 43311
937.592.5688

Bellefontaine South Office
1454 South Main Street
P.O. Box 670
Bellefontaine, Ohio 43311
937.593.9694

Chardon
348 Center Street
P.O. Box 1078
Chardon, Ohio 44024
440.286.1222

Cortland
3450 Niles-Cortland Road
Cortland, Ohio 44410
330.637.3208

Dublin
6215 Perimeter Drive
Dublin, Ohio 43017
614.793.4631

Garrettsville
8058 State Street
Garrettsville, Ohio 44231
330.527.2121

Kenton Office
100 East Franklin Street
P.O. Box 234
Kenton, Ohio, 43326
419.673.1217

Lake County Loan
Production Office
8373 Mentor Avenue
Mentor, Ohio 44060
440.632.8140

Mantua
10691 Main Street
Mantua, Ohio 44255
330.274.0881

Marysville
160 Coleman’s Crossing Boulevard
Marysville, Ohio 43040
937.642.0467

Middlefield Main
15985 East High Street
P.O. Box 35
Middlefield, Ohio 44062
440.632.8115

Middlefield West
15545 West High Street
P.O. Box 35
Middlefield, Ohio 44062
440.632.8113

Newbury
11110 Kinsman Road
Suite 1
P.O. Box 208
Newbury, Ohio 44065
440.564.7000

Orwell
30 South Maple Street
P.O. Box 66
Orwell, Ohio 44076
440.437.7200

Plain City
490 South Jefferson Avenue
Plain City, Ohio 43064
614.689.2622

Powell
10628 Sawmill Parkway
Powell, Ohio, 43065
614.392.5702

Solon
6134 Kruse Drive
Solon, Ohio 44139
440.542.3789

Sunbury
492 West Cherry Street
Sunbury, Ohio 43074
740.913.0632

Twinsburg
2351 Edison Boulevard
P.O. Box 560
Twinsburg, Ohio 44087
330.425.3033

Westerville
17 North State Street
Westerville, Ohio 43081
614.890.7832

16 Middlefield Banc Corp. 2023 Summary Annual Report

COMMUNITY
INVOLVEMENT
2023

As a community bank, The Middlefield Banking
Company strives to be a leader, advocate, and
partner for the communities we serve. We do this
in part through charitable giving, volunteerism, and
strong support for nonprofit and vital community
organizations.

MB team members generously give their time, talent,
and treasure with over 400 hours of volunteering
including serving in leadership roles for 30+
organizations ranging from non-profits, to direct
services, and education. Together, we can continue to
make a positive impact on the lives of those in need
and build stronger, more connected communities!

Here’s a glimpse into the meaningful donations
we’ve proudly contributed in 2023 aiding more
than 350 organizations with overall contributions
nearing $300,000.

Top Gifts:

Corporate): $50,000

· United Way Organizations (Team Members +
· Local Schools: $35,000
· Local Chambers of Commerce: $32,000
· Financial Literacy Programs (Junior Achievement &
· The Salvation Army: over $10,000

EVERFI): over $30,000

Examples of Organizations Include:

(Northeast & Central Region)

· Beatitudes Community Center (Western Region)
· Children’s Hunger Alliance (All Regions)
· Fair Housing (Northeast & Central Region)
· Financial Empowerment (Northeast Region)
· Geauga Growth Partnership (Northeast Region)
· Geauga Park District (Northeast Region)
· Hattie Larlham Center for Children with Disabilities
· Hope Hollow (Central Region)
· Kan Du Group (Western Region)
· Leadership Geauga (Northeast Region)
· Local Fairs and Livestock Purchase (All Regions)
· Memorial Health Foundation (Central Region)
· Next Step (Northeast Region)
· Rotary Clubs (All Regions)
· Women’s Recovery Center (Northeast Region)
· WomenSafe at the Green House (Northeast Region)

Middlefield Banc Corp. 2023 Summary Annual Report 17

COMMUNITY INVOLVEMENT

Main Branch Manager Larry Maniche
presents Cardinal Schools with a
$1,000 check for their student and
staff initiatives.

MB West Branch’s Community
Appreciation Day.

VP, Commercial Relationship Manager
Vance Steele at the Hartfort Fair at
the junior auction with Junior Fair
participant Kelly with her bunny “Oreo”.

Kenton’s Mortgage Lender Elisabeth
Moore poses with Hardin County
Livestock Auction winners.

The Sunbury Team’s Parade Float during the
Christmas on the Square Event.

Tom from IT and Matt from Marketing lend a
hand at the United Way of Geauga Community
Day of Action.

MB’s Tom Parker, VP, Relationship Manager attends the
groundbreaking of the all new Firefly Winery in Hilliard, Ohio.

Members of the Garrettsville
Team grill off for their Community
Appreciation Day.

Govenor DeWine attends the groundbreaking for the West Warren Industrial
Park with President and CEO Ron Zimmerly and SVP, Commercial Relationship
Manager Greg Yurco.

18 Middlefield Banc Corp. 2023 Summary Annual Report

The Chardon Team attends Trunk-or-Treat for St. Mary’s School.

Members of the Ada Team celebrate
their Customer Appreciation Day.

Central Team Commercial lenders attend
The Bill Shantz Memorial Golf Outing put
on by the Powell Chamber of Commerce.

Solon Branch Manager Michelle Burke drops off snacks for the Solon Fire
Department for Random Act of Kindness Day.

Western Ohio Team Members participate
in the United Way of Logan County’s
Community Care Day.

The Mantua Team joins the 2023 Mantua
Potato Festival Parade.

MB Western Teams attend the Bourbon Ball for Hardin County United Way.

NEO Team Members Dana Warren-
Tolios and Melissa Maki received
awards at Untied Way of Trumball
County’s Annual Meeting.

The Garrettsville team is ready to serve peach
pies at the Peach Social and Car Cruise.

MB Team Members taught financial literacy with
Junior Achievement at Pymatuming Valley High.

Members of the NEO Teams visit Chardon Middle
School to teach a lesson by Junior Achievement.

Middlefield Banc Corp. 2023 Summary Annual Report 19

CUSTO

Forging relationships
by adding value
through proactive and
responsive service.

NITY

U
M
M
O
C

Fostering relationships and
maintaining the tradition
of local support by being
a trusted ambassador of
the Bank. Every interaction
within our communities
is an opportunity to
build deeper and
prospective
customers.

CORE
VALUES

T
N
E
M
MIT

Continuously building
shareholder value by
providing prudent and
fiscally responsible
management combined
with effective and
efficient stewardship
of our resources.

S H A R

O L D E R CO

Our team members are our
most valuable asset.
We support one another
through collaboration,
passion, and professionalism.
Our people differentiate us
from our competitors.

20 Middlefield Banc Corp. 2023 Summary Annual Report

SHAREHOLDER INFORMATION

CORPORATE HEADQUARTERS
Middlefield Banc Corp.
15985 East High Street
P.O. Box 35
Middlefield, Ohio 44062
888.801.1666 • 440.632.1666
fax: 440.632.1700

FORM 10-K AND 10-Q AVAILABILITY
A copy of Middlefield Banc Corp.’s
Annual Report on Form 10-K and
Quarterly Reports on 10-Q filed
with the Securities and Exchange
Commission will be furnished to any
shareholder, free of charge, upon
written or e-mail request to:

Michael Ranttila
Executive Vice President and CFO
Middlefield Banc Corp.
P.O. Box 35
Middlefield, Ohio 44062
or mranttila@middlefieldbank.com

MARKET MAKER
The symbol for Middlefield Banc
Corp. common stock is MBCN and
the CUSIP is 596304204.

Keefe, Bruyette & Woods
800.342.5529
www.kbw.com

NOTICE OF ANNUAL MEETING
The 2024 Annual Meeting of
Shareholders of Middlefield Banc
Corp. will be held on Wednesday,
May 15, 2024 at 1:00 p.m. Eastern
Time. We have adpoted a virtual
format for our Annual Meeting.
We will provide a live webcast
of the Annual Meeting at
www.meetnow.global/MFDL4CJ

You will need the control number
located on your proxy card to
participate.

TRANSFER AGENT AND REGISTRAR
Computershare
P.O. Box 505000
Louisville, KY 40233-5000
1.800.736.3001

INDEPENDENT AUDITORS
S.R. Snodgrass, P.C.
2009 Mackenzie Way, Suite 340
Cranberry Township, PA 16066
724.934.0344

INTERNET INFORMATION
Information on the Company
and its subsidiary bank is
available on the Internet at
www.middlefieldbank.bank.

DIVIDEND PAYMENT DATES
Subject to action by the Board of
Directors, Middlefield Banc Corp.
will pay dividends in March, June,
September, and December.

DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
Shareholders may elect to reinvest
their dividends in additional shares
of Middlefield Banc Corp.’s common
stock through the Company’s
Dividend Reinvestment Plan. To
arrange automatic purchase of
shares with quarterly dividend
proceeds, please call 1.800.736.3001.

DIRECT DEPOSIT OF DIVIDENDS
The direct deposit program, which
is offered at no charge, provides
for automatic deposit of quarterly
dividends directly to a checking or
savings account with The Middlefield
Banking Company. For information
regarding this program, please call
888.801.1666.

RELATED STOCKHOLDER MATTERS
Middlefield Banc Corp. had
approximately 1,200 shareholders
of record as of March 7, 2024. Our
common stock trades on the NASDAQ
Capital Market under the ticker
symbol MBCN. The table below shows
the high and low bid prices of and
cash dividends paid on the Company’s
common stock during the periods
indicated. The high and low bid prices
are compiled from data available
through NASDAQ. This information
does not reflect retail mark-up,
markdowns or commissions, and does
not necessarily represent actual
transactions.

2023
First Quarter
Second Quarter
Third Quarter
Fourth Quarter

2022
First Quarter
Second Quarter
Third Quarter
Fourth Quarter

HIGH
CLOSE

LOW
CLOSE

CASH
DIVIDENDS
PER SHARE

$ 29.43
$29.24
$30.20
$ 36.70

$26.08
$ 26.86
$ 28.38
$29.60

$ 26.00
$ 22.33
$ 24. 7 1
$ 25.19

$ 24.10
$ 24.35
$ 25.03
$ 27.36

$0.20
$0.20
$0.20
$0.25

$0. 1 7
$0. 1 7
$0. 1 7
$0.30

Middlefield Banc Corp.

15985 East High Street, Middlefield, Ohio 44062

888.801.1666