(Amendment No. )
required
March 20, 2018
17, 2023
You are cordially invited to attend the
Meeting activities will be limited to the Proposals set forth in the Notice of Annual Meeting of Shareholders.
19, 2023
19, 2023
17, 2023.
proposal 2.
Each share of the Corporation’s common stock is entitled to one vote.
Person | | | Shares of Common Stock Owned | | | Percent of Class | | ||||||
United Bancorp, Inc. Employee | | | | | 384,404 | | | | | | 6.7% | | |
Stock Ownership Plan(1) | | | | | | | | | | | | | |
201 South Fourth Street, | | | | | | | | | | | | | |
Martins Ferry, OH 43935 | | | | | | | | | | | | | |
Person | Shares of Common Stock Owned | Percent of Class | ||||||
United Bancorp, Inc. Employee Stock Ownership Plan(1) 201 South Fourth Street, Martins Ferry, OH 43935 | 407,268 | 7.5 | % |
Name of Beneficial Owner | | | Common Shares Owned(1) | | | Percent of Class | | ||||||
Gary W. Glessner | | | | | 73,655 | | | | | | 1.25% | | |
John M. Hoopingarner | | | | | 35,551 | | | | | | * | | |
Richard L. Riesbeck | | | | | 47,428 | | | | | | 0.80% | | |
Scott A. Everson | | | | | 126,768 | | | | | | 2.13% | | |
Matthew F. Branstetter | | | | | 44,033 | | | | | | * | | |
Randall M. Greenwood | | | | | 76,057 | | | | | | 1.29% | | |
All Directors and Executive Officers as a Group | | | | | 678,682 | | | | | | 11.47% | | |
Name of Beneficial Owner | Common Shares Owned(1) | Percent of Class | ||||||
Gary W. Glessner | 27,365 | * | ||||||
John M. Hoopingarner | 24,947 | * | ||||||
Richard L. Riesbeck(2) | 46,127 | * | ||||||
Scott A. Everson | 87,562 | 1.6 | % | |||||
Matthew F. Branstetter | 19,224 | * | ||||||
Randall M. Greenwood | 50,097 | * | ||||||
All Directors and Executive Officers as a Group | 480,301 | 8.6 | % |
Name | | | Age | | | Principal Occupation for Past Five Years | | | Positions and Offices Held with United Bancorp | | | Director Since | |
Scott A. Everson | | | 55 | | | Chairman, President and Chief Executive Officer, Unified Bank | | | President, Chief Executive Officer, United Bancorp, Director | | | 2009 | |
Gary W. Glessner | | | 56 | | | Certified Public Accountant; President, Glessner & Associates, PLLC; Managing Member Glessner Wharton Andrews LLC; Trustee Windmill Truckers Center, Inc.; Managing Member Tiffany’s LLC; Managing Member GWA Realty, LLC; Owner G. W. Rentals, LLC | | | Director | | | 2013 | |
John M. Hoopingarner | | | 68 | | | Of Counsel, McMahon DeGulis, LLP | | | Director | | | 1992 | |
Richard L. Riesbeck | | | 73 | | | President, Riesbeck Food Markets, Inc., a regional grocery store chain. Chairman of the Board United Bancorp, Inc. | | | Director Chairman | | | 1984 2014 | |
Name | Age | Principal Occupation for Past Five Years | Positions and Offices Held with United Bancorp | Director Since | ||||
Scott A. Everson | 50 | Chairman, President and Chief Executive Officer, Unified Bank | President, Chief Executive Officer, United Bancorp, Director | 2009 | ||||
Gary W. Glessner | 51 | Certified Public Accountant; Managing member of Glessner & Associates, PLLC; Managing member of Glessner Wharton & Andrews Insurance Group, LLC; Managing member of Wheeling Coin, LLC; Vice President of Windmill Truckers Center, Inc.; Vice President of Glessner Enterprises, Inc.; Managing member of GW Rentals, LLC; | Director | 2013 | ||||
John M. Hoopingarner | 63 | Executive Director & Secretary, Muskingum Watershed Conservancy District | Director | 1992 | ||||
Richard L. Riesbeck | 68 | President, Riesbeck Food Markets, Inc., a regional grocery store chain. Chairman of the Board United Bancorp, Inc. | Director | 1984 | ||||
Chairman | 2014 |
There are no family relationships among any of the directors, nominees for election as directors and executive officers of the Corporation.
election of directors, such as broker nonvotes, will have no impact on the outcome of the election of directors. Where properly executed proxy cards are returned but no voting
| | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS | | |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”EACH OF THE NOMINEES FOR ELECTIONTO THE BOARD OF DIRECTORS
The Board, through its Executive Committee, is responsible for monitoring interest rate risk within an overall asset/liability management framework, including monitoring the effectiveness of the processes and control procedures used by the Bank to monitor the relative mix of assets and liabilities. The principal components of asset/liability management include, but are not limited to liquidity planning, capital planning, gap management and spread management.
and reviewing the results of the procedures for internal auditing, reviewing the independence of the independent auditors, reviewing the Corporation’s financial results and Securities and Exchange Commission filings, reviewing the effectiveness of the Corporation’s internal controls and similar functions and approving all auditing and non-auditing services performed by its independent auditors. The Board of Directors has adopted a written charter for the Audit Committee which may be found on the Corporation’s website atwww.unitedbancorp.com. www.unitedbancorp.com. All members of the Audit Committee meet the independence standards of the NASDAQ Marketplace listing standards. The Board of Directors has determined that Gary W. Glessner is an audit committee financial expert for the Corporation and is independent as described in the preceding sentence. The report of the Audit Committee for 20172022 appears under the caption “Report of the Audit Committee”.
2022.
met the candidate and then determine whether or not to recommend the candidate to the Board of Directors for nomination.
the Executive Banking Institute in Austin, Texas. In addition, he also serves on the Government Relations Council of the Ohio Banker’s League, and the Wheeling Business Advisory Council of the Federal Reserve Bank of Cleveland keeping abreast of the many legislative issues that confront the banking industry.
Directors/Trustees of the Linsly School.
Mr. Hoopingarner, prior
Mr. Hoopingarner has extensive experience serving on boards of local and regional nonprofit and other organizations including prior service on the boards of the Muskingum Lakes Chapter of the American Red Cross,Dover Public Library, the Tuscarawas County YMCA, the Tuscarawas County Board of Mental Retardation and Developmental Disabilities, the Ohio Association of County Boards of Mental Retardation and Developmental Disabilities, and the Muskingum River Advisory Council. He currently serves as a board member for the Dover Public Library,Council, the Water Management Association of Ohio, the Ohio Water Advisory Council (Appointed by Governor John Kasich, 2011), the Water Research Foundation of Ohio, the Ohio Water Resources Council Advisory Group, and the Foundation for Appalachian Ohio . He currently serves as a member of the Board of Trustees of the Tuscarawas County YMCA and as President of the Board of the Muskingum Watershed Conservancy Foundation. In 2015, Hoopingarner was appointed by Governor Kasich to the Ohio River Valley Water Sanitation Commission (ORSANCO). In 2021, he was re-appointed to ORSANCO by Governor DeWine and continues to serve on the commission. Mr. Hoopingarner is also active in numerous professional associations.
Mr. certificate from Cornell University.
retailers.
resides on Seneca Lake Ohio with his wife, Michelle.
may propose nominees by submitting the names and qualifications of such persons to the Chairman of the Nominating and Governance Committee. Submissions are to be addressed to the Chairman of the Nominating and Governance Committee at the Corporation’s executive offices, which submissions will then be forwarded to the Chairman. The Nominating and Governance Committee would then evaluate the possible nominee using the criteria outlined above and would consider such person in comparison to all other candidates. The submission should be made no later than December 31st of each year for consideration in regard to the next annual meeting of shareholders. The Nominating and Governance Committee is not obligated to recommend to the Board, nor the Board to nominate any such individual for election.
| | | 2021 | | | 2022 | | ||||||
Audit Fees | | | | $ | 165,700 | | | | | $ | 160,826 | | |
Audit related | | | | | — | | | | | | — | | |
Tax Fees | | | | | 17,000 | | | | | | 17,000 | | |
Total | | | | $ | 182,700 | | | | | $ | 177,826 | | |
2017 | 2016 | |||||||
Audit Fees | $ | 140,800 | $ | 136,700 | ||||
Tax Fees | 14,700 | (a) | 14,300 | (a) | ||||
Total | $ | 155,500 | $ | 151,000 |
The Audit Committee is responsible for pre-approving all auditing services and permitted non-audit services to be performed by its independent auditors, except as described below. The Audit Committee will establish general guidelines for the permissible scope and nature of any permitted non-audit services in connection with its annual review of the audit plan and will review such guidelines with the Board of Directors. Pre-approval may be granted by action of the full Audit Committee or, in the absence of such Audit Committee action, by the Audit Committee Chair whose action shall be considered to be that of the entire Committee. Pre-approval shall not be required for the provision of non-audit services if (1) the aggregate amount of all such non-audit services constitute no more than 5% of the total amount of revenues paid by the Corporation to the auditors during the fiscal year in which the non-audit services are provided, (2) such services were not recognized by the Corporation at the time of engagement to be non-audit services, and (3) such services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit. No services were provided during 20172022 by either BKD, LLP or Snodgrass pursuant to these exceptions.
The Board of Directors of the Corporation has adopted the United Bancorp, Inc. 2018 Stock Incentive Plan (the “Plan”) upon the recommendation of the Corporation’s Compensation Committee and recommends that shareholders approve the Plan at the Annual Meeting. The Plan is intended to replace the Corporation’s 2008 Stock Incentive Plan (the “2008 Plan”), which will expire by its terms on April 15, 2018, ten years after adoption of the 2008 Plan by the Corporation’s shareholders.
The Board believes the Plan is an integral part of its compensation programs and strategies. It is the Board’s belief that the Plan provides the Corporation and the Bank with an effective tool for recruiting, motivating, and retaining the quality of employees and directors that are key to the achievement of the success of the Bank and the Corporation.
The Plan permits the grant of incentive awards in the form of options, stock appreciation rights, restricted share and share unit awards, and performance share awards. Under the terms of the Plan a portion of a participant’s compensation otherwise payable in cash may be paid in common shares of the Corporation. A summary of the principal provisions of the Plan appears below. The summary is qualified in its entirety by reference to the complete text of the Plan that is attached to this proxy statement as Exhibit A.
Administration: The Plan provides that it will be administered by a committee of the Board of Directors that is comprised of at least two non-employee Directors. The committee must be comprised of “Outside Directors” within the definitions of the terms “independent director” set forth in The Nasdaq Stock Market rules, and “non-employee director” set forth in Rule 16b-3, or any successor definitions adopted by The Nasdaq Stock Market and Securities and Exchange Commission, respectively, and similar requirements under any other applicable laws and regulations. The Board’s Compensation Committee (the “Committee”), which meets all of the foregoing criteria, has been appointed to administer the Plan.
The Committee selects participants from among eligible persons and, subject to the terms of the Plan, determines the type, size and time of grant of stock incentive awards, determines the terms and conditions of awards and makes all other determinations necessary or advisable for the administration of the Plan. Each award under the Plan will be evidenced by a written award agreement approved by the Committee (the “Award Agreement”).
Eligibility: The Committee may make awards to any person who is an officer, director or key employee of the Corporation or a subsidiary.
Shares Available for Awards: No more than 500,000 shares of the Corporation’s common stock may be issued under the Plan. The shares that may be issued under the Plan may either be authorized but unissued shares or treasury shares. If there is a stock split, stock dividend or other relevant change affecting the common shares, the Committee will make appropriate adjustments in the maximum number of shares issuable under the Plan and subject to outstanding incentive awards. Shares that were subject to an incentive award under the Plan but which were not ultimately issued for any reason and are no longer subject to award or were issued and reacquired by the Corporation because of a participant’s failure to comply with the terms of an award are again available for award under the Plan.
Types of Awards and Annual Award Limits: Share incentives that may be issued under the Plan consist of options, shares appreciation rights, restricted share and share unit awards, and performance share awards. In addition, under the terms of the Plan, a portion of a participant’s compensation otherwise payable in cash may be paid in common shares of the Corporation. The Plan contains annual limits on certain types of awards to individual participants. In any calendar year, no participant may be granted awards covering more than 25,000 shares.
Options. A stock option provides for the purchase of shares in the future at an exercise price per share that may not be less than 100% of the fair market value of a share on the date the option is granted. Stock options may be either nonqualified options or incentive stock options, which meet the requirements of Section 422 of the Code. The term of an option may not exceed ten years. Subject to the provisions of the Plan and approval of the Committee, and in the case of incentive stock options the limitations imposed by the applicable provisions of the Code, the exercise price may be paid (i) in cash, (ii) shares of Corporation common stock, (iii) any combination of cash and shares of Corporation common stock, and (iv) by any other method permitted by law and affirmatively approved by the Committee which assures full and immediate payment or satisfaction of the exercise price, which may include broker-assisted cashless exercise.
Stock Appreciation Rights. Awards may be made of stock appreciation rights (“SAR”) which may include awards that are settled solely in shares of the Corporation known as “stock only stock appreciation rights” (“SOSARs”). A SAR provides the right to receive a payment (or in the case of SOSARs, shares of the Corporation’s common stock), at a future date with a value equal to the excess of the value of the common stock at that date over the exercise price of the SAR established at the time of the award. The exercise price of a SAR will never be less than the fair market value of the shares on the date of the award. Upon exercise, the holder of a SAR is entitled to receive shares or other property as set forth in the award.
Restricted Share and Share Unit Awards. A restricted share or share unit award is an award of shares (or in the case of shares units convertible into shares) that may not be sold, transferred, pledged, or otherwise transferred until the restrictions established by the Committee at the time of grant are satisfied. The
award agreement sets forth the restrictions applicable to an individual award and may include time vesting restrictions, noncompetition restrictions, and performance restrictions.
Performance Share Awards. The Committee may grant performance share awards under which payment is made, in the Committee’s discretion, in shares upon the attainment of specified performance objectives selected by the Committee. At the time of grant of a Performance Share Award, the Committee will specify the performance objectives which, depending on the extent to which they are met, will determine the number of shares that will be distributed to the participant.
Stock Awards. The Committee may grant eligible persons awards of shares of the Corporation’s common stock for services in lieu of bonus or other cash compensation, or for any other valid purpose determined by the Committee. Stock awards are free of any restrictions on transfer and upon issuance of the shares, the holder has all of the rights of a shareholder.
The following is a brief summary of the principal United States Federal income tax consequences of awards under the Plan and is based on Federal income tax laws currently in effect.
Limitation on Corporate Deductions for Certain Executives’ Compensation: Under Section 162(m) of the Code, the Corporation may not deduct compensation of more than $1,000,000 that is paid to an individual who, on the last day of the taxable year, is either the Corporation’s chief executive officer or is among one of the four most highly-compensated officers for that taxable year as reported in the Corporation’s proxy statement (“Section 162(m) Persons”). The limitation on deductions does not apply to certain types of compensation. However, as a result of the Tax Cuts and Jobs Act enacted by Congress in late 2017, there is no longer an exemption for stock options or other “performance-based compensation” of Section 162(m) Persons under Section 162(m) of the Code.
Under the Plan, the Committee is still authorized to grant awards that become vested or payable only if the Corporation satisfies specified performance objectives, even if these awards will not qualify for an exemption from Section 162(m) of the Code. The Corporation may not be entitled to any deduction if the individual in question is a Section 162(m) Person, the amount in question, when added to the covered employee’s other taxable compensation that is not performance-based in the same taxable year, exceeds $1 million. The Committee may use such performance objectives as it determines to be appropriate, including one or more of the following: earnings per share, total revenue, net interest income, non-interest income, net income, net income before tax, non-interest expense, efficiency ratio, return on equity, return on assets, economic profit added, loans, deposits, tangible equity, assets, net charge-offs, new market growth, product line developments, and nonperforming assets. The Committee may designate a single goal criterion or multiple goal criteria for performance measurement purposes. Performance measurement may be described in terms of objectives that are related to the
performance by the Corporation, by any subsidiary, or by any employee or group of employees in connection with services performed by that employee or those employees for the Corporation, a subsidiary, or one or more subunits of the Corporation or of any subsidiary. The performance objectives may be made relative to the performance of other companies. The performance objectives and periods need not be the same for each participant or for each Award. The Committee may modify, amend or otherwise adjust the performance objectives specified for outstanding Performance Share Awards if it determines that an adjustment would be consistent with the objectives of this Plan and taking into account the interests of the participants and the public shareholders of the Corporation. The types of events which could cause an adjustment in the performance objectives include, without limitation, accounting changes which substantially affect the determination of performance objectives, changes in applicable laws or regulations which affect the performance objectives, and divisive corporate reorganizations, including spin-offs and other distributions of property or stock.
Stock Options: There are no Federal income tax consequences either to the optionee or the Corporation upon the grant of an incentive stock option or a nonqualified option. If shares are purchased under an incentive stock option (i.e., an incentive option is exercised) during employment or within three months thereafter, the optionee will not recognize any income and the Corporation will not be entitled to a deduction in respect of the option exercise. However, the excess of the fair market value of the shares on the date of such exercise over the purchase price of the shares under the option will be includible in the optionee’s alternative minimum taxable income. Generally, if the optionee disposes of shares purchased under an incentive stock option within two years of the date of grant or one year of the date of exercise of the incentive stock option, the optionee will recognize ordinary income, and the Corporation will be entitled to a deduction, equal to the excess of the fair market value of the shares on the date of exercise (or, if less, the amount realized by the optionee on the disposition of the shares) over the purchase price of such shares. Any gain after the date on which the optionee purchased the shares will be treated as capital gain to the optionee and will not be deductible by the Corporation. If the shares are disposed of after the two-year and one-year periods mentioned above, the Corporation will not be entitled to any deduction, and the entire gain or loss realized by the optionee will be treated as capital gain or loss. When shares are purchased under a nonqualified option, the excess of the fair market value of the shares on the date of purchase over the purchase price of such shares under the option will generally be taxable to the optionee as ordinary income and deductible by the Corporation. The disposition of shares purchased under a nonqualified option will generally result in a capital gain or loss for the optionee, but will have no tax consequences for the Corporation.
Other Awards: An employee who receives cash or shares of Corporation stock pursuant to an award other than an option will generally recognize ordinary income equal to the sum of the cash and the fair market value of the shares received when vested and no longer subject to a substantial risk of forfeiture and
the Corporation will generally be entitled to a corresponding deduction from its income. A participant who receives an award of Corporation shares that is not yet vested may make a special election, in accordance with Section 83(b) of the Internal Revenue Code and applicable Treasury regulations, to be taxed (at ordinary income rates) on the fair market value of the shares at that time (with fair market value determined for this purpose without regard to any restrictions other than restrictions, if any, which by their terms will never lapse), in which case the Corporation would be entitled to a deduction at the same time equal to the amount of income realized by the employee but would not be entitled to deduct any dividends thereafter paid on the shares. Absent such an election, an employee who has been awarded such restricted stock will not recognize taxable income until the shares become transferable or cease to be subject to a substantial risk of forfeiture, at which time the recipient will recognize ordinary income and the Corporation will be entitled to a corresponding deduction equal to the excess of the fair market value of the shares at that time over the amount (if any) paid by the recipient for the shares. Dividends paid to the recipient on the restricted shares prior to that time will be ordinary compensation income to the recipient and deductible by the Corporation.
Vesting: All awards are subject to such time and performance vesting conditions as the Committee may determine and are set forth in the Award Agreement. Unless otherwise set forth in the Award Agreement all Awards immediately vest upon death, disability or Change in Control as defined under the terms of the Plan. The Plan defines a change in control as any transaction that is a: (i) Change in Ownership, ii) Change in Effective Control, or iii) Change in Ownership of a Substantial Portion of Assets.
Change in Ownership: A change in ownership of the corporation occurs when one person or a group acquires stock that, when combined with stock previously owned, controls more than 50% of the value or voting power of the stock of the corporation.
Change in Effective Control: A change in effective control occurs on the date that, during any 12-month period, either (x) any person or group acquires stock possessing 35% of the voting power of the corporation, or (y) the majority of the board is replaced by persons whose appointment or election is not endorsed by a majority of the board.
Change in Ownership of a Substantial Portion of Assets: A change in ownership of a substantial portion of the assets occurs on the date that a person or a group acquires, during any 12-month period, assets of the corporation having a total gross fair market value equal to 40% or more of the total gross fair market value of all of the corporation’s assets.
IRC 409A Compliance: Unless an Award Agreement approved by the Committee provides otherwise, each Award granted under the Plan is intended to
meet the requirements for one or more exemptions from the restrictive requirements imposed on deferred compensation under Code Section 409A.
Plan Amendments: The Board of Directors may amend, alter, or discontinue the Plan at any time, provided that no amendment, alteration, or discontinuance may be made that materially and adversely affects the rights of a participant under any award granted prior to the date such action is adopted by the Board of Directors without the participant’s written consent. In addition no amendment may be made without shareholder approval, if shareholder approval is required under applicable laws, regulations or exchange requirements (including Section 422 of the Code with respect to ISOs under Section 422 of the Code), unless the required to: (i) comply with any law; (ii) preserve any intended favorable tax effects for the Corporation, the Plan or participants; or (iii) avoid any unintended unfavorable tax effects for the Corporation, the Plan or participants.
Term of the Plan: Unless earlier terminated by the Board, the Plan would terminate on the day immediately preceding the tenth anniversary date of its approval by shareholders of the Corporation. Termination of the Plan does not affect any outstanding awards granted prior to the termination of the Plan.
Forfeiture upon Termination for Cause: Subject to the provisions of the Award Agreement to which such award relates, upon the termination of employment of an employee for cause the employee forfeits all benefits associated with any award including all unexercised Options whether or not previously vested, all unexercised SARs whether or not previously vested and all Restricted Shares, Restricted Share Units and Performance Shares for which the delivery of Shares has not yet occurred.
The affirmative vote of a majority of the shares present or represented at the Annual Meeting in person or by proxy is required to approve the United Bancorp, Inc. 2018 Stock Incentive Plan. Shareholders may vote “FOR” or “AGAINST” this proposal or may indicate their intention to “ABSTAIN” from voting thereon. Proxies in the form solicited hereby which are properly executed and returned to the Corporation will be voted “FOR” approval of the Plan unless otherwise indicated by the shareholder. Shares which are present or represented at the Annual Meeting in person or by proxy, but which are not cast “FOR” or “AGAINST” approving the Plan, such as abstentions and broker non-votes, will effectively constitute votes cast “AGAINST” the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE“FOR” ADOPTION OF THE UNITED BANCORP, INC.2018 STOCK INCENTIVE PLAN
The affirmative vote of a majority of the shares present or represented at the Annual Meeting in person or by proxy is required to adopt this advisory resolution.
THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORSRECOMMENDS A VOTE “FOR” THE ADOPTION OFTHIS NON-BINDING ADVISORY PROPOSAL
| | THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ADOPTION OF THIS NON-BINDING ADVISORY PROPOSAL. | | |
2022.
Base Salary. The base salaries of the Named Executive Officers are reviewed by the Committee annually as well as at the time of any promotion or significant change in job responsibilities. The committee reviews peer group data to establish a market-competitive executive base salary program, combined with a formal performance appraisal system that focuses on awards that are integrated with strategic corporate objectives. To establish base salary for 2017,2022, the Committee reviewed the 20172022 Bank Compensation & Benefits Survey –— a partnership of the Ohio Bankers League, Illinois Bankers Association, Iowa Bankers Association & Missouri Bankers Association and the 2017 Financial Institutions Salary Survey, Midwest Survey Report – Crowe Howath.Association. Salary income for each Named Executive Officer for calendar year 20172022 is reported in “Salary” column of the Summary Compensation Table, which appears following this Compensation Overview. The base salary amounts shown in the Summary Compensation Table include directors fees paid in 20172022 for service as a director of United Bancorp or its subsidiary bank in the following amounts for executive officers:
Mr. Scott A. Everson | $ | 35,828 |
Effective January 1, 2017, all executive officers of the Corporation received a cost of living increase of 3.00% over their previous year’s base salary.
Incentive Cash Compensation. United Bancorp has established a short-term incentive compensation plan that provides for cash awards upon the achievement of performance targets established for each executive officer. The cash-based plan is designed to reward achievement of short-term performance goals. For 2017,2022, the Compensation Committee selected goals based on United Bancorp’s earnings per share. At the bank level, the Committee selected goals based on growth in loans and deposits, return on assets and return on equity. Threshold, target and maximum performance goals were set.
of participating individuals by requiring them to maintain a period of continued employment with the Corporation before the ownership of their respective stock award vests. At the time of grant, the receipt of the shares becomes a fully taxable event to participants based upon the current value of the shares, and the acceptance of the shares is subject to the participant’s execution of a non-compete agreement which will take effect if the participant chooses to leave employment prior to normal retirement with the Corporation. At this year’s Annual Meeting, shareholders are being asked to approve the United Bancorp, Inc. 2018 Stock Incentive Plan (the “2018 Plan”) The Board of Directors has reserved 500,000 shares of the Corporation’s common stock for issuance under the 2018 Plan.
with its executive officers and certain directors our employee benefits plans are provided on a non-discriminatory basis to all employees.
2017
were based upon each Named Executive’s annual performance review, an annual review of peer compensation, and the overall performance of the Corporation. These adjustments are consistent with the Corporation’s salary budget which is approved by the compensation committee and becomes part of the overall budget approved annually by the board of directors.
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(3) | | | Option Awards ($) | | | Non-Equity Incentive Plan Compensation ($) | | | Nonqualified Deferred Compensation Earnings ($)(1) | | | All Other Compensation ($)(2) | | | Total ($) | | |||||||||||||||||||||
Scott A. Everson President & Chief Executive Officer United Bancorp, Inc. Principal Position CEO Unified Bank | | | | | 2022 | | | | | | 431,375 | | | | | | | | | | | | | | | | | | | | | 118,573 | | | | | | | | | 11,224 | | | | | | 561,172 | | |
| | | 2021 | | | | | | 412,075 | | | | | | | | | | | | | | | — | | | | | | 162,199 | | | | | | | | | 17,318 | | | | | | 591,592 | | | ||
| | | 2020 | | | | | | 356,853 | | | | | | | | | 162,500 | | | | | | — | | | | | | 125,397 | | | | | | | | | 16,375 | | | | | | 661,125 | | | ||
Matthew F. Branstetter Senior Vice President Chief Operating Officer United Bancorp, Inc. Principal Position Chief Operating and Lending Officer Unified Bank | | | | | 2022 | | | | | | 215,213 | | | | | | | | | | | | | | | | | | | | | 47,347 | | | | | | | | | 5,444 | | | | | | 268,004 | | |
| | | 2021 | | | | | | 203,031 | | | | | | | | | | | | | | | | | | | | | 67,000 | | | | | | | | | 7,698 | | | | | | 277,729 | | | ||
| | | 2020 | | | | | | 197,118 | | | | | | | | | 130,000 | | | | | | | | | | | | 60,613 | | | | | | | | | 7,893 | | | | | | 395,624 | | | ||
Randall M. Greenwood Senior Vice President, Chief Financial Officer United Bancorp, Inc. Principal Position, CFO, United Bancorp, Inc. | | | | | 2022 | | | | | | 203,482 | | | | | | | | | — | | | | | | | | | | | | 44,706 | | | | | | | | | 2,777 | | | | | | 250,965 | | |
| | | 2021 | | | | | | 191,851 | | | | | | | | | — | | | | | | | | | | | | 63,311 | | | | | | | | | 9,682 | | | | | | 264,844 | | | ||
| | | 2020 | | | | | | 184,417 | | | | | | | | | 130,000 | | | | | | — | | | | | | 56,708 | | | | | | | | | 5,928 | | | | | | 377,053 | | |
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compen- sation ($) | Nonqualified Deferred Compen- sation Earnings ($)(1) | All Other Compen- sation ($)(2) | Total ($) | |||||||||||||||||||||||||||
Scott A. Everson President & Chief Executive Officer United Bancorp, Inc. Principal Position CEO The Citizens Savings Bank | 2017 | 286,334 | — | — | — | 56,758 | — | 13,214 | 356,316 | |||||||||||||||||||||||||||
2016 | 289,689 | — | — | — | 76,015 | — | 11,520 | 377,224 | ||||||||||||||||||||||||||||
2015 | 286,739 | — | — | — | 110,452 | — | 12,251 | 409,442 | ||||||||||||||||||||||||||||
Matthew F. Branstetter Senior Vice President Chief Operating Officer United Bancorp, Inc. Principal Position Chief Operating and Lending Officer The Citizens Savings Bank | 2017 | 165,694 | — | — | — | 26,168 | — | 8,695 | 200,557 | |||||||||||||||||||||||||||
2016 | 160,867 | — | — | — | 38,105 | — | 8,020 | 206,992 | ||||||||||||||||||||||||||||
2015 | 157,713 | — | — | — | 53,634 | — | 7,120 | 218,467 | ||||||||||||||||||||||||||||
Randall M. Greenwood Senior Vice President, Chief Financial Officer United Bancorp, Inc. Principal Position, CFO, United Bancorp, Inc. | 2017 | 155,018 | — | — | — | 26,353 | — | 7,218 | 188,589 | |||||||||||||||||||||||||||
2016 | 150,503 | — | — | — | 35,650 | — | 7,433 | 193,586 | ||||||||||||||||||||||||||||
2015 | 137,748 | — | — | — | 46,732 | — | 6,796 | 191,276 |
• Earnings per share equal to previous year: | | | 75% of Base Multiple | | |
| • 05% Increase in earnings per share over previous year: | | | 100% of Base Multiple | |
| • 10% Increase in earnings per share over previous year: | | | 125% of Base Multiple | |
| • 15% Increase in earnings per share over previous year: | | | 150% of Base Multiple | |
| • 17% Increase in earnings per share over previous year: | | | 175% of Base Multiple | |
| • 20% Increase in earnings per share over previous year: | | | 200% of Base Multiple | |
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||||||||
Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#)(1) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | |||||||||||||||||||||||||||
Scott A. Everson | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 25,000 | | | | | $ | 368,000 | | | | | | — | | | | | | — | | |
Matthew F. Branstetter | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,000 | | | | | $ | 294,400 | | | | | | | | | | | | | | |
Randall M. Greenwood | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,000 | | | | | $ | 294,400 | | | | | | — | | | | | | — | | |
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Name | Number of Securities Under- lying Unexer- cised Options (#) Exer- cisable | Number of Securities Under- lying Unexer- cised Options (#) Unexer- cisable | Equity Incentive Plan Awards: Number of Securities Under- lying Unexer- cised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |||||||||||||||||||||||||||
Scott A. Everson | — | — | — | — | — | 25,000 | $ | 331,250 | — | — | ||||||||||||||||||||||||||
Matthew F. Branstetter | 10,000 | $ | 132,500 | |||||||||||||||||||||||||||||||||
Randall M. Greenwood | — | — | — | — | — | 15,000 | 198,750 | — | — |
2.99 times his respective annual compensation; and Mr. Branstetter and Mr. Greenwood would receive a lump sum cash payment equal to 2.0 times their annual compensation.
Year | | | Summary Compensation Table Total for PEO($)(1) | | | Compensation Actually Paid to PEO ($)(3) | | | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | | | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | | | Value of Initial Fixed $100 Investment Based On Total Shareholder Return ($) | | | Net Income ($)(4) (000’s) | | ||||||||||||||||||
2022 | | | | | 604,798 | | | | | | 582,423 | | | | | | 272,098 | | | | | | 254,198 | | | | | $ | 122.50 | | | | | | 8,657 | | |
2021 | | | | | 591,592 | | | | | | 744,780 | | | | | | 271,287 | | | | | | 393,837 | | | | | $ | 127.34 | | | | | | 9,451 | | |
| | | 2022 | | | 2021 | | | | | | | | ||||||||||||||||||
Adjustment | | | PEO ($) | | | Non-PEO NEOs ($) | | | PEO ($) | | | Non-PEO NEOs ($) | | | | ||||||||||||||||
Less Grant date value of equity awards | | | | | NA | | | | | | NA | | | | | | NA | | | | | | NA | | | | | ||||
Year-end fair value of current year award | | | | | NA | | | | | | NA | | | | | | NA | | | | | | NA | | | | | ||||
Year-over-year change in fair value of unvested awards | | | | | (48,500) | | | | | | (38,800) | | | | | | 127,500 | | | | | | 102,000 | | | | | ||||
Change in value of awards vesting during the current year | | | | | 6,750 | | | | | | 5,400 | | | | | | NA | | | | | | NA | | | | | ||||
Dividends paid on unvested awards | | | | | 19,375 | | | | | | 15,500 | | | | | | 25,688 | | | | | | 20,550 | | | | | ||||
Total adjustments | | | | | (22,375) | | | | | | (17,900) | | | | | | 153,188 | | | | | | 122,550 | | | | |
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(1) | | | Non-Equity Incentive Plan Compensation ($) | | | Nonqualified Deferred Compensation Earnings ($) | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||||||||
Gary W. Glessner | | | | $ | 48,437 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 154 | | | | | $ | 48,591 | | |
John M. Hoopingarner | | | | $ | 53,551 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 276 | | | | | $ | 53,827 | | |
Richard L. Riesbeck | | | | $ | 58,499 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 463 | | | | | $ | 58,962 | | |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||
Gary W. Glessner | 36,420 | 0 | 0 | 98 | 36,518 | |||||||||||||||||||
John M. Hoopingarner | 29,795 | — | 0 | 0 | 169 | 29,964 | ||||||||||||||||||
Richard L. Riesbeck | 34,272 | — | 0 | 0 | 276 | 34,548 |
2022.
all or a specified part of the fees and up to 50% of incentive award amounts which thereafter shall be payable to him for services in the succeeding year. Additionally, such an election may be made at any time within thirty (30) days following the date on which a person is elected to the Board of Directors if such person was not a member of the Board on the preceding December 31st, provided that such election shall apply only for fees earned for services performed subsequent to the election for such calendar year. A Director may also make such an election within thirty (30) days following adoption of the Plan by such subsidiary of United Bancorp, Inc. which had not previously participated in the Plan, provided that such election shall apply only for fees earned for services performed subsequent to the election for such calendar year. At least annually a participant’s account balances or credits shall be deemed to be invested in United Bancorp, Inc. Common Stock and the account shall be credited with any subsequent dividends with respect to the Common Stock credited to his or her account.
Name | | | Director Compensation Deferred in Last FY ($) | | |||
Scott A. Everson | | | | $ | —(1) | | |
Gary W. Glessner | | | | $ | 48,437 | | |
John M. Hoopingarner | | | | $ | 13,388 | | |
Richard L. Riesbeck | | | | $ | 11,699 | | |
REPORTS
and Solicitations
The Corporation will deliver promptly, upon oral or written request, a separate copy of the annual report and proxy statement for our Annual Meeting of Shareholders to any shareholder at a shared address who wishes to his or her own separate copies of such documents. Such notification can be delivered in writing to the Corporation’s transfer agent, American Stock Transfer & Trust Company, at 6201 15th Avenue, 3rd Floor, Brooklyn, NY 11219 or by contacting our transfer agent toll free at 1-800-937-5449.
Exhibit A
ARTICLE 1General Purpose PROXY ANNUAL MEETING APRIL 19, 2023 This proxy is solicited on behalf of Plan; Definitions
ARTICLE 2Administration
ARTICLE 3Stock Subject to Plan
ARTICLE 4Participants
ARTICLE 5Stock Option Awards
The Committee may withhold its approval for any method of payment for any reason, in its sole discretion, including but not limited to concerns that the proposed method of payment will result in adverse financial accounting treatment, adverse tax treatment for the Company or a participant or a violation of any law applicable to the Company from time to time, and related regulations and guidance.
If the Exercise Price of an NQSO is paid by tendering Restricted Shares, then the Shares received upon the exercise will contain restrictions that are no less restrictive then the Restricted Shares so tendered.
ARTICLE 6Special Rules Applicable to Incentive Stock Options
ARTICLE 7Stock Appreciation Rights
ARTICLE 8Restricted Share and Restricted Share Unit Awards
“The transferability of this certificate and the Common Shares represented by it are subject to the terms and conditions (including conditions of forfeiture) contained in the United Bancorp, Inc. 2018 Stock Incentive Plan and an agreement entered into between the registered owner and the Company. A copyheld of this Plan and agreement are on file in the office of the Secretary of the Company.”
At the end of any time period during which the Restricted Shares are subject to forfeiture and restrictions on transfer, and after any tax withholding, such Shares will be delivered free of all restrictions (except for any pursuant to Article 14) to the participant or other appropriate person and with the foregoing legend removed from the stock certificate.
ARTICLE 9Performance Share Awards
ARTICLE 10Transfers and Leaves of Absence
ARTICLE 11Effect of Change in Control
In addition, in connection with a Change in Control the Committee shall have the right, in its sole discretion, to:
The Committee may provide for any of the foregoing in an Award Agreement governing an Award in advance, may provide for any of the foregoing in connection with a Change in Control, or do both. Alternatively, the Committee shall also have the right to require any purchaser of the Company’s assets or stock, as the case may be, to take any of the actions set forth in the preceding sentence.
The manner of application and interpretation of the foregoing provisions of this Section 11.2 shall be determined by the Committee in its soleundersigned on March 10, 2023, at the Annual Meeting of Shareholders to be held on April 19, 2023, or any adjournment thereof. (Continued and absolute discretion.
ARTICLE 12Transferability of Awards
ARTICLE 13Amendment and Discontinuation
Notwithstanding the foregoing, this Plan may be amended without participants’ consent to: (i) comply with any law; (ii) preserve any intended favorable tax effects for the Company, the Plan or participants; or (iii) avoid any unintended unfavorable tax effects for the Company, the Plan or participants.
ARTICLE 14Issuance of Shares and Share Certificates
ARTICLE 15Satisfaction of Tax Liabilities
ARTICLE 16General Provisions
ARTICLE 17Effective Date and Term
ANNUAL MEETING OF SHAREHOLDERS OFUNITEDOF UNITED BANCORP, INC.April 18, 2018GO GREENe-ConsentINC. April 19, 2023 GO GREEN e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.NOTICEaccess. NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:MATERIAL: The 20172022 Annual Report to shareholders, Notice of Meeting, proxy statement and proxy card are available at -— http://www.astproxyportal.com/ast/06954/Please sign, date and mail your proxy card in the envelope provided as soon as possible.Pleasepossible. Please detach along perforated line and mail in the envelope provided.20430000300000000000 5041818PLEASEprovided. 20430000000000000000 8 041923 PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE xFOR AGAINST ABSTAIN x 1. To Elect as Directors the Nominees Set Forth at Below:NOMINEES: 2. To adopt the United Bancorp, Inc. 2018 Stock Incentive Plan(to replace the 2008 Stock Incentive Plan, which is expiring FOR ALL NOMINEESWITHHOLD AUTHORITY FOR ALL NOMINEESFOR ALL EXCEPT(See instructions below) O Scott A. EversonO Gary W. GlessnerO John M. HoopingarnerO Richard L. Riesbeck by its terms) - The Board of Directors has adopted andrecommends to the shareholders approval and adoption of the2018 United Bancorp, Inc. Stock Incentive Plan that will allow the Corporation to continue to issue stock options, restricted stock and additional stock related compensation to its officers, employees and directors in an attempt to tie the compensation of such persons to the long term performance of the Corporation.3. Ratification of the Audit Committee'sCommittee’s selection of the firm of BKD, LLPS.R. FOR AGAINST ABSTAINNOMINEES: