Middlefield Banc : 2024 Proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

• Preliminary Proxy Statement
• Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

• Definitive Proxy Statement

• Definitive Additional Materials
• Soliciting Material Pursuant to §240.14a-12

MIDDLEFIELD BANC CORP.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

• No fee required.

• Fee paid previously with preliminary materials.
• Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 5, 2024

Dear Fellow Shareholders:

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 adopted a virtual format for our Annual Meeting. We will provide a live webcast of the Annual Meeting at www.meetnow.global/MFDL4CJwhere you will be able to vote electronically and submit questions during the meeting. There will be no physical location for the meeting.

The three items to be considered at the meeting involve the election of directors, a non-binding"say-on-pay" vote concerning the company's executive compensation programs, and a non-binding vote on the ratification of the appointment of auditors.

Your vote on these matters is important, regardless of the number of shares you own, and all shareholders are encouraged to participate in the live webcast of the Annual Meeting. However, it is important that your shares be represented regardless of whether you plan to participate in the live webcast of the Annual Meeting. In order to ensure that your shares are represented, I urge you to go to www.investorvote.com/MBCNand log in to vote by entering the 15-digit code found on the enclosed proxy card or, if you hold your shares in a brokerage account, by following the voting instructions of your bank or broker. You may also execute and return the enclosed proxy card or submit your proxy by telephone.

If your shares are not registered in your own name, please follow the voting instructions from your bank, broker, or other shareholder of record to vote your shares.

Sincerely,

William J. Skidmore

Chairman of the Board

15985 East High Street, P.O. Box 35 • Middlefield, Ohio 44062 • 440/632-1666 • 888/801-1666 • 440/632-1700 (FAX) •

www.middlefieldbank.bank

MIDDLEFIELD BANC CORP.

15985 East High Street

P.O. Box 35

Middlefield, Ohio 44062

(440) 632-1666

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of Shareholders of Middlefield Banc Corp. will be held on May 15, 2024 at 1:00 p.m., Eastern Time. We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all shareholders regardless of location. We will provide a live webcast of the Annual Meeting at www.meetnow.global/MFDL4CJ,where you will be able to vote electronically and submit questions during the meeting. There is no physical location for the Annual Meeting.

A proxy and a proxy statement for the 2024 Annual Meeting of Shareholders are enclosed. The purpose of the Annual Meeting is to consider and

act upon -

1. election of four directors to serve until the 2027 annual meeting of shareholders or until their successors are elected and qualified,
2. a non-binding advisory proposal to approve the compensation of Middlefield Banc Corp.'s named executive officers, and
3. ratification of the appointment of S.R. Snodgrass, P.C. as independent auditor for the fiscal year ending December 31, 2024.

The Board of Directors is not aware of any other business to be presented at the Annual Meeting. Any action may be taken on the foregoing proposals at the 2024 Annual Meeting on the date specified or on any date or dates to which the Annual Meeting is adjourned or postponed. The record date for determining shareholders of record entitled to vote at the meeting is March 15, 2024.

Your vote is important. We urge you to vote promptly by using the internet, by telephone, or by signing, dating, and returning the enclosed proxy card in the postage-paid return envelope provided, regardless of whether you expect to participate in the live webcast of the Annual Meeting. If you vote by internet, or by telephone, you do not need to return the proxy card. Internet and telephone voting information is provided on the proxy card.

Shareholders whose shares are held in the name of a broker, bank or other holder of record must vote in the manner directed by such holder. Check your proxy card or the information forwarded by your broker, bank or other holder of record to see which options are available to you.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 15, 2024. This Proxy Statement, the Chairman's letter, and the Annual Report on Form 10-K are available at www.edocumentview.com/MBCN.

By Order of the Board of Directors,

William J. Skidmore

Chairman of the Board

Middlefield, Ohio

April 5, 2024

THANK YOU FOR ACTING PROMPTLY

MIDDLEFIELD BANC CORP.

15985 East High Street

P.O. Box 35

Middlefield, Ohio 44062

(440) 632-1666

PROXY STATEMENT

Middlefield Banc Corp., an Ohio corporation, is furnishing this proxy statement to you on behalf of the board of directors to solicit your proxy for use at the 2024 Annual Meeting of Shareholders and during any adjournment or postponement thereof. The Annual Meeting will be held on Wednesday, May 15, 2024, at 1:00 p.m. Eastern Time. We have adopted a virtual format for our Annual Meeting. We will provide a live webcast of the Annual Meeting at www.meetnow.global/MFDL4CJwhere you will be able to vote electronically and submit questions during the meeting. The accompanying Notice of Meeting and this Proxy Statement are first being mailed to shareholders on or about April 5, 2024.

References in this proxy statement to "Middlefield," "we," "us," "Company," and "our" mean Middlefield Banc Corp. alone or Middlefield Banc Corp. and its subsidiaries, depending on the context. The subsidiaries of Middlefield Banc Corp. are The Middlefield Banking Company and EMORECO, Inc.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

Purpose of the Meeting. At the Annual Meeting we will ask Middlefield shareholders (1) to elect four directors to serve until the 2027 annual meeting of shareholders or until their successors are elected and qualified, (2) to act on a non-binding, advisory proposal to approve the named executive officer compensation disclosed in this proxy statement in accordance with rules of the Securities and Exchange Commission (the "SEC"), and (3) to ratify the appointment of S.R. Snodgrass, P.C. as Middlefield's independent auditor.

How to Attend the Virtual Annual Meeting. The Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. No physical meeting will be held.

You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.meetnow.global/MFDL4CJ. You also will be able to vote your shares online at the virtual Annual Meeting.

To participate in the Annual Meeting, you will need to review the information included on your proxy card or on the instructions that accompanied your proxy materials. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.

The virtual Annual Meeting will begin promptly at 1:00 p.m., Eastern Time, on May 15, 2024. We encourage you to access the meeting prior to the start time leaving ample time for check-in. Please follow the registration instructions as outlined in this proxy statement.

The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Please note that Internet Explorer is not a supported browser. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. A link on the meeting page will provide further assistance should you need it. Should you need further assistance, you may call Local 1-888-724- 2416 or International +1 781-575-2748.

You may submit questions during the Annual Meeting. If you wish to submit a question, you may do so by logging into the virtual meeting platform at www.meetnow.global/MFDL4CJ, entering the 15-digit control number found on your proxy card, typing your question into the "Question" field, and clicking "Send". Additional information regarding the ability of shareholders to ask questions during the Annual Meeting will be set forth in the meeting's Rules of Conduct, which will be made available within the virtual Annual Meeting platform.

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How to Register to Attend the Virtual Annual Meeting. If you are a registered shareholder (i.e., you hold shares as reflected by the records of our transfer agent), you do not need to register to attend the virtual Annual Meeting. Please follow the instructions on the proxy card that you received.

If you hold your shares through an intermediary, such as a bank, broker or other shareholder of record, you must register in advance to attend the virtual Annual Meeting. To register to attend the Annual Meeting online by webcast, you must submit proof of your proxy power (legal proxy) reflecting your Middlefield holdings along with your name and email address to our transfer agent, Computershare.

Requests for registration should be directed to Computershare by forwarding the email you received from your bank, broker or other shareholder of record, or an image of your legal proxy, to legalproxy@computershare.com. Requests for registration must be labeled as "Legal Proxy" and be received no later than 5:00 p.m., Eastern Time, on May 10, 2024. You will receive a confirmation of your registration by email after your registration materials have been received.

Voting Procedures. If you were a shareholder of record at the close of business on March 15, 2024, you are entitled to vote at the Annual Meeting. As of March 15, 2024, there were 8,067,144 shares of Middlefield common stock outstanding.

The enclosed proxy is for use if you are unable to participate in the live webcast of the Annual Meeting or if you wish to have your shares voted by proxy even if you participate in the live webcast of the Annual Meeting. We will provide a live webcast of the Annual Meeting at www.meetnow.global/MFDL4CJwhere you will be able to vote electronically. Please vote your shares by (1) the internet, (2) telephone or (3) completing, signing, dating, and returning the enclosed proxy as soon as possible in the postage-paid envelope provided. If you hold your shares in the name of a bank, broker or other shareholder of record, the availability of internet and telephonic voting will depend on the voting processes of the bank, broker or other shareholder of record.

Proxies solicited hereby may only be used at the Annual Meeting and any adjournment thereof, and will not be used for any other meeting. Proxies solicited by the board will be voted in accordance with the directions given. If no instructions are given, proxies will be voted in favor of the proposals set forth in this proxy statement.

If your shares are registered directly in your name with our transfer agent, you are a "shareholder of record" or registered holder. If your shares are held through a bank, broker or other shareholder of record, you are considered the "beneficial owner" of those shares. If your shares are held by a bank, broker or other shareholder of record, that entity or person will provide separate voting instructions. If you as beneficial owner provide specific voting instructions to your bank, broker or other shareholder of record by mail, telephone, or internet, your bank, broker or other shareholder of record will vote your shares as you have directed.

Revocation of Proxies. Shareholders who execute proxies retain the right to revoke them at any time before completion of the Annual Meeting, but revocation will not affect a vote previously taken. If your common stock is held in street name, you must follow the instructions of your bank, broker or other shareholder of record to revoke your proxy instructions. If you are a holder of record and wish to revoke your proxy instructions, you may revoke a proxy by:

• participating in the live webcast of the Annual Meeting at www.meetnow.global/MFDL4CJwhere you will be able to vote electronically (Simply attending the virtual Annual Meeting without voting will not revoke an earlier proxy),
• giving a subsequent proxy relating to the same shares,
• casting a later internet or telephone vote relating to the same shares, or
• filing with the Secretary at or before the Annual Meeting a written revocation notice bearing a later date than the proxy.

A written notice revoking a proxy should be delivered to Ms. Julie E. Shaw, Secretary, Middlefield Banc Corp., 15985 East High Street, P.O. Box 35, Middlefield, Ohio 44062. Unless revoked, the shares represented by proxies will be voted at the Annual Meeting.

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Expense of Soliciting Proxies. Middlefield will bear the cost of soliciting proxies. In addition to solicitation by mail, directors, officers, and employees of Middlefield and its subsidiaries may solicit proxies personally or by telephone, but they will receive no additional compensation for doing so.

Middlefield will pay the standard charges and expenses of brokerage houses, voting trustees, banks, associations, and other custodians, nominees, and fiduciaries who are record holders of Middlefield common stock not beneficially owned by them for forwarding this proxy statement and other proxy solicitation materials to and obtaining proxies from the beneficial owners of Middlefield common stock.

Quorum and Vote Required. A quorum will exist at Middlefield's Annual Meeting if a majority of the outstanding common stock is represented in person or by proxy. A quorum must be present in person or by proxy at the meeting before any action other than adjournment can be taken. A properly executed proxy card marked "ABSTAIN" will be counted for purposes of determining whether a quorum is present.

Shareholders are entitled to one vote for each share held. Shareholders are not entitled to cumulate their votes in the election or removal of directors or otherwise. Our Regulations provide in Article III, section 2 that directors are elected by a plurality vote of votes cast, meaning the nominees receiving the greatest numbers of votes will be elected. Our Regulations provide in Article I, section 7 that a majority of votes cast is sufficient to constitute the act of shareholders, except as otherwise expressly required by law, our Articles of Incorporation or the Regulations. We will consider the non-binding proposal to approve the compensation of Middlefield's named executive officers ("say-on-pay") to be approved if the proposal receives the affirmative vote of a majority of the votes cast on the proposal. We will consider the proposal to ratify the appointment of S.R. Snodgrass, P.C. as independent auditor to be approved if the proposal receives the affirmative vote of a majority of the votes cast on the proposal.

Abstentions and Broker Non-Votes. Abstention may be specified on all proposals except the election of directors. Abstentions and broker non- votes will be counted for purposes of establishing that a quorum is present at the meeting. A broker non-vote arises when shares held by a broker nominee for a beneficial owner are not voted because the broker nominee does not receive voting instructions from the broker's customer for non-routine proposals and lacks discretionary authority to vote the shares without instructions.

Brokers normally have authority to vote on routine matters, such as the ratification of independent registered public accounting firms, but not on non-routine matters such as the election of directors. Proposal 3, the proposal to ratify the appointment of S.R. Snodgrass, P.C. as independent auditor, is the only routine matter to be voted upon at the Annual Meeting.

The election of directors and the advisory vote on executive compensation are not considered routine matters, and therefore broker non-votes may exist in connection with these proposals. We urge you to provide instructions to your broker or nominee so that your vote may be counted on these important matters. Brokers are not allowed to vote uninstructed shares in regard to the election of directors and the advisory approval of Middlefield's executive compensation. You should direct the vote of your shares by following the instructions provided on the voting instructions card you receive from your broker and return the voting instructions card to your broker in a timely manner to ensure that your shares are voted on your behalf.

Board Recommendations. The board of directors recommends that you vote FOR election of the director nominees identified in this proxy statement, FOR the say-on-pay proposal, and FOR ratification of the appointment of S.R. Snodgrass, P.C. as auditor for the fiscal year ending December 31, 2024.

CORPORATE GOVERNANCE

Director Independence. A majority of Middlefield's directors are independent, as the term independence is defined in Rule 5605(a)(2) of the NASDAQ Stock Market listing rules and as defined by Rule 10A-3(b)(1)(ii) of the SEC. The board has determined that all of the current directors other than Mr. Zimmerly are independent directors, including all directors serving on the Corporate Governance and Nominating Committee, the Audit Committee, and the Compensation Committee. In determining independence, the board of directors considers loan and deposit relationships with each director or with persons related to or affiliated with the director. The NASDAQ Stock Market listing rules do not disqualify a director from being deemed independent based on loan and deposit relationships.

Leadership Structure of the Board. The office of Chairman of the Board and the position of Chief Executive Officer have traditionally been separated at Middlefield. Middlefield believes that separation of these two offices is consistent

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with the board's responsibility for oversight of management and of Middlefield's affairs generally. The time, effort, and energy that the Chief Executive Officer must devote to that position, as well as the commitment required to serve as Chairman of the Board, make it impractical for one person to serve in both roles. The board believes that an independent director serving as Middlefield's Chairman of the Board is the appropriate leadership structure at this time, demonstrating Middlefield's commitment to good corporate governance.

Risk Oversight. The board is actively involved in oversight of the risks that could affect Middlefield. The board's oversight is conducted primarily through committees, but the full board retains responsibility for general oversight of risks. Board committees exercising oversight of risks include (1) an Audit Committee that oversees financial reporting and legal and compliance risks, (2) a Compensation Committee that is responsible for risks relating to Middlefield's employment policies and compensation and benefits systems, (3) a Corporate Governance and Nominating Committee that oversees risks relating to management and board succession planning, Middlefield's ethics and business practices, and the Company's corporate social responsibility and

1. other bank committees, such as the loan and asset/liability management committees, that are responsible for exercising oversight of the risks associated with the business of banking. The board satisfies its risk oversight responsibility through full reports by each committee chair regarding the committee's considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within Middlefield and The Middlefield Banking Company.

The board recognizes that management succession planning is an ongoing part of its responsibilities. The full board is responsible for overseeing CEO succession planning and assesses both expected and emergency CEO succession at least annually. The board regularly works with its committees and members of management to evaluate potential successors to the CEO. The board discusses potential successors with the CEO and together with the CEO reviews any development plans recommended for such individuals. A similar process is also followed with regard to the other executive officers.

Code of Ethics. Our Code of Ethics requires that directors, executive officers, and employees avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner, and otherwise act with integrity and in Middlefield's best interests. Directors, executive officers, and employees must report any conduct they believe in good faith to be an actual or apparent violation of the Code of Ethics. Middlefield's Code of Ethics includes a Code of Ethics for Financial Professionals, which applies to the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The goal of the Code of Ethics for Financial Professionals is to promote integrity in the preparation and reporting of financial information and to assure full, fair, accurate, timely, and understandable disclosure in SEC reports and other public communications. The Code of Ethics is available at www.middlefieldbank.bank.

Anti-HedgingPolicy. Middlefield's Insider Trading Policy prohibits hedging transactions involving Middlefield's securities by directors, executive officers and employees of Middlefield or The Middlefield Banking Company. The anti-hedging policy: (i) requires that Middlefield securities purchased by a director, officer or employee in the open market must be held for a minimum of six months and preferably longer; (ii) prohibits direct and indirect short selling of Middlefield securities by directors, officers or employees; (iii) prohibits transactions by directors, officers or employees in puts, calls or other derivative transactions involving Middlefield's securities, other than the exercise of options issued by Middlefield to its employees or directors; and

1. prohibits other forms of hedging or monetarization transactions by directors, officers or employees, such as zero-cost collars and forward sales transactions, involving Middlefield's securities.

Margin Accounts and Pledged Securities. Directors, officers and other employees are prohibited from holding Middlefield securities in a margin account or otherwise pledging Middlefield shares as collateral for a loan or other financial obligation.

Shareholder Communications. A shareholder who wishes to communicate with the board or with individual directors concerning Middlefield's financial statements, accounting practices, or internal controls should write to the chairman of the Audit Committee in care of Ms. Julie E. Shaw, Secretary, at Middlefield Banc Corp., 15985 East High Street, P.O. Box 35, Middlefield, Ohio 44062. If the shareholder's concern relates to Middlefield's governance practices, business ethics, or corporate conduct, the concern should be submitted in writing to the chairman of the Corporate Governance and Nominating Committee in care of Ms. Julie E. Shaw, Secretary, at the preceding address. Other concerns may be submitted to any of the independent directors at that address.

Board Meetings and Committees. Middlefield's board held nine meetings in 2023. With the exception of director Watkins, who attended 62.5% of the meetings, each individual who served in 2023 as a director of Middlefield attended at least

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75% of the sum of the total number of board meetings and the total number of meetings held by all committees on which he or she served during the tenure of his or her service. The board encourages directors to attend the annual meeting of shareholders. Nine of Middlefield's twelve directors attended the 2023 annual shareholder meeting. Directors serving on the Audit Committee, the Corporate Governance and Nominating Committee, the Compensation Committee, and the Executive Committee are -

• Mr. Voinovich became Committee Chairman on May 10, 2023.
  2 Ceased to be Committee Chairman on May 10, 2023. 3 Committee Chairman

Audit Committee. The Audit Committee appoints Middlefield's independent public auditor, reviews and approves the audit plan and fee estimate of the independent public auditor, appraises the effectiveness of the internal and external audit efforts, evaluates the adequacy and effectiveness of accounting policies and financial and accounting management, supervises the internal auditor, and reviews and approves the annual financial statements. On an annual basis, the Audit Committee evaluates the qualifications, performance, tenure and independence of S.R. Snodgrass, P.C. and determines, after also considering the impact of a change in Middlefield' s independent registered public accounting firm, whether to re-engage S.R. Snodgrass, P.C. S.R. Snodgrass, P.C., together with its predecessors, has served as Middlefield's independent registered public accounting firm since 1986. S.R. Snodgrass, P.C. rotates its lead audit engagement partner every five years and the Audit Committee takes a lead role in the process of evaluating and selecting the new lead audit engagement partner. The Audit Committee believes there are benefits to having an independent registered public accounting firm with an extensive history with Middlefield, including higher quality audit work and accounting advice due to S.R. Snodgrass, P.C.'s institutional knowledge of Middlefield's business and operations, accounting policies and financial systems, and internal control framework, as well as operational efficiencies. S.R. Snodgrass, P.C. is subject to independence controls that mitigate the risks that may be associated with long auditor tenure.

The Audit Committee has the authority to engage separate legal counsel and other advisors, as necessary, to execute its duties. The Audit Committee met five times in 2023. A copy of the Audit Committee charter is available at www.middlefieldbank.bank. A copy of the charter is also available in print to shareholders upon request, addressed to Ms. Julie E. Shaw, Secretary, at Middlefield Banc Corp., 15985 East High Street, P.O. Box 35, Middlefield, Ohio 44062.

Middlefield believes that the directors serving on the Audit Committee do not have a relationship with Middlefield or its subsidiaries that would interfere with the exercise of independent judgment as directors. The board believes that all members of the Audit Committee satisfy the current independence requirements of the NASDAQ Stock Market and applicable rules and regulations of the SEC, and that Director Jones and Director Turk are audit committee financial experts, as that term is defined in SEC rules.

Audit Committee Report. The Audit Committee reviewed and discussed the audited financial statements for the year ended December 31, 2023 and discussed the audited financial statements with management. The Audit Committee has also discussed with S.R. Snodgrass, P.C., Middlefield's independent auditor, the matters required to be discussed by PCAOB Auditing Standard No. 1301 (Communication with Audit Committees). The Audit Committee received the written disclosures and the letter from S.R. Snodgrass, P.C. required by PCAOB Rule 3526 (Communications with Audit Committees Concerning Independence), and discussed with S.R. Snodgrass, P.C. its independence. Based on this, the Audit Committee recommended to the board that the audited financial statements be included in Middlefield's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for filing with the SEC.

Submitted by the Audit Committee:

Kevin A. DiGeronimo, Kenneth E. Jones, Darryl E. Mast, Carolyn J. Turk, and Mark R. Watkins.

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Compensation Committee. The Compensation Committee establishes the base salary of each executive officer other than the Chief Executive Officer and makes recommendations for the Chief Executive Officer's compensation to the full board. The Middlefield Banking Company's Compensation Committee establishes the executives' award levels under the Annual Incentive Plan and administers the executive variable benefit deferred compensation agreements and supplemental executive retirement plans maintained by The Middlefield Banking Company. Middlefield's Compensation Committee is responsible for administration of other executive benefits and plans including the 2017 Omnibus Equity Plan. The Compensation Committee's performance review of the Chief Executive Officer takes into account reports submitted by each director. Performance reviews of other executives are the primary responsibility of the Chief Executive Officer. The Compensation Committee met six times in 2023. A copy of the Compensation Committee charter is available at www.middlefieldbank.bank. A copy of the charter is also available in print to shareholders upon request, addressed to Ms. Julie E. Shaw, Secretary, at Middlefield Banc Corp., 15985 East High Street, P.O. Box 35, Middlefield, Ohio 44062.

The Compensation Committee has sought input on both board and executive compensation issues from compensation consultants. The committee sometimes engages consultants to conduct periodic comprehensive total compensation studies or to advise about compensation practices generally. The Compensation Committee retains the right to hire, fire, and obtain advice and assistance from legal counsel or other experts or consultants, consistent with its charter. In 2023, Newcleus Compensation Advisors reviewed Middlefield's management compensation practices and provided surveys of management compensation practices for a peer group of financial institutions.

Total compensation for the named executive officers is comprised of base salaries, annual cash incentive awards, retirement plan contributions, equity awards and other benefits and perquisites. To determine compensation levels for the named executive officers, as well as other officers, the Compensation Committee reviews compensation survey data from independent sources to ensure that the total compensation program is competitive. In making determinations on the mix and amount of executive compensation, the Compensation Committee reviews all components of executive compensation for each executive. The Compensation Committee has no mandatory policy for the allocation among base salary, short-termperformance-based cash bonuses, long-term incentives, and retirement benefits. The Compensation Committee considers Middlefield's performance, industry comparative data, experience, tenure, and responsibilities in recommending compensation for each position. Executive and officer compensation is weighted toward Middlefield's performance and achievement of annual and long-term objectives. In general, Middlefield attempts to target total compensation for named executive officers at market competitive levels of peer financial companies.

The Compensation Committee and the compensation consultant evaluate Middlefield pay practices for the named executive officers with comparison to similarly situated banking organizations. Based on Newcleus Compensation Advisors' survey delivered to Middlefield, the peer group most recently reviewed by the Compensation Committee included the following similarly situated banking organizations.

Located in Illinois, Indiana, Ohio, and Pennsylvania, the peer group is comprised of 17 banking organizations reporting assets between $1 billion and $5 billion as of the third quarter of 2022. The executive compensation information for the peer banks was reported in 2022 proxy statements. The peer financial institutions were publicly traded holding companies that ranged in size from approximately 57% of Middlefield's asset size to approximately 279% of Middlefield's asset size.

Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee recommends to the board the slate of director nominees to be proposed by the board for election by the shareholders, any

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director nominees to be elected by the board to fill interim director vacancies, and the directors to be selected for membership on and chairmanship of the committees of the board. In addition, the committee considers general corporate governance matters on behalf of the board and annually reviews with the board the requisite skills and criteria for new members. The committee also reviews the composition and function of the board as a whole and is responsible for assisting the board in overseeing Middlefield's practices and reporting with respect to corporate social responsibility. The committee met four times in 2023.

To identify nominees, the committee relies on personal contacts as well as its knowledge of members of the local communities. The committee maintains a commitment to diversity (including age, gender, race, ethnicity, and experience) with respect to the identification of potential candidates for board membership. When seeking potential candidates for directorship, the committee will include highly qualified candidates who reflect diverse backgrounds (including diversity of gender, race and ethnicity) in the initial pool from which nominees are chosen. In its deliberations, the committee takes into account all facets of a potential nominee's background, including the following -

• personal qualities and characteristics,
• accomplishments and reputation in the business community,
• financial, regulatory, and business experience,
• current knowledge and contacts in the communities in which Middlefield does business,
• ability and willingness to commit adequate time to board and committee matters,
• fit of the individual's skills with those of other directors and potential directors in building a board that is effective and responsive to Middlefield's needs, independence, and
• any other factors the board deems relevant, including diversity of viewpoints, background, experience, and other demographics.

The committee also considers and reviews the director's board and committee attendance and performance, length of board service, experience, skills, the contributions that the director brings to the board, and independence. The committee's goal is to identify individuals who will enhance and add valuable perspective to the board's deliberations and who will assist Middlefield in its efforts to capitalize on business opportunities in a challenging and highly competitive market.

A copy of the Corporate Governance and Nominating Committee charter is available at www.middlefieldbank.bank, along with a copy of our Corporate Governance Guidelines. The charter and guidelines are also available in print to shareholders upon request, addressed to Ms. Julie E. Shaw, Secretary, at Middlefield Banc Corp., 15985 East High Street, P.O. Box 35, Middlefield, Ohio 44062.

The committee will consider director nominees recommended by shareholders. A shareholder may submit a nomination for director by following the procedures specified in Article III, section 4, of Middlefield's Regulations. These procedures require that the shareholder deliver to Middlefield's Secretary a written notice stating the following:

1. the name and address, as they appear on Middlefield's books, of the shareholder giving the notice and of the beneficial owner, if any, on whose behalf the nomination is made, as well as the name and address of each person(s) nominated by the shareholder;
2. a representation that the shareholder giving the notice is a holder of record of stock of Middlefield entitled to vote at the annual meeting and that the shareholder intends to appear in person or by proxy at the annual meeting to nominate the person(s) specified in the notice;
3. the class and number of shares of stock of Middlefield owned beneficially and of record by the shareholder giving the notice and by the beneficial owner, if any, on whose behalf the nomination is made;
4. a description of all arrangements or understandings between or among any of (A) the shareholder giving the notice, (B) the beneficial owner on whose behalf the notice is given, (C) each nominee, and (D) any other person(s) (naming such person(s)) pursuant to which the nomination or nominations are to be made by the shareholder giving the notice; and
5. such other information regarding each nominee proposed by the shareholder giving the notice as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC.

The written consent of the nominee to serve as a director must also be provided by the shareholder making the nomination. The information must be provided to the Secretary at least 60 days before the date corresponding to the date on which Middlefield's proxy materials were mailed to shareholders for the previous year's annual meeting, and no more than 120

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