22, 2021
We continue to strictly adhere to safety standards and protocols related to COVID-19. Accordingly, masks will be required for those attending the meeting and seating will be limited in order to provide adequate social distancing for the event. Meeting activities will be limited to the Proposals set forth in the Notice of Annual Meeting of Shareholders.
21, 2021
21, 2021
06954.
22, 2021.
2.
Person | | | Shares of Common Stock Owned | | | Percentof Class | | ||||||
United Bancorp, Inc. Employee | | | | | 417,089 | | | | | | 7.0% | | |
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 | 416,982 | 7.0 | % |
Name of Beneficial Owner | | | Common Shares Owned(1) | | | Percent of Class | | ||||||
Gary W. Glessner | | | | | 63,069 | | | | | | 1.06% | | |
John M. Hoopingarner | | | | | 44,531 | | | | | | * | | |
Richard L. Riesbeck(2) | | | | | 62,394 | | | | | | 1.05% | | |
Scott A. Everson | | | | | 123,394 | | | | | | 2.07% | | |
Matthew F. Branstetter | | | | | 47,449 | | | | | | * | | |
Randall M. Greenwood | | | | | 76,815 | | | | | | 1.29% | | |
All Directors and Executive Officers as a Group | | | | | 719,841 | | | | | | 12.06% | | |
Name of Beneficial Owner | Common Shares Owned(1) | Percent of Class | ||||||
Gary W. Glessner | 40,558 | * | ||||||
John M. Hoopingarner | 39,023 | * | ||||||
Richard L. Riesbeck(2) | 62,208 | 1.05 | % | |||||
Dr. Carl A. Novak, DDS | 20,722 | * | ||||||
Scott A. Everson | 119,052 | 2.01 | % | |||||
Matthew F. Branstetter | 41,100 | * | ||||||
Randall M. Greenwood | 72,294 | 1.22 | % | |||||
All Directors and Executive Officers as a Group | 623,386 | 10.5 | % |
Name | | | Age | | | Principal Occupation for Past Five Years | | | Positions and Offices Held with United Bancorp | | | Director Since | |
Scott A. Everson | | | 53 | | | Chairman, President and Chief Executive Officer, Unified Bank | | | President, Chief Executive Officer, United Bancorp, Director | | | 2009 | |
Gary W. Glessner | | | 54 | | | 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 | | | 66 | | | Of Counsel, McMahon DeGulis, LLP | | | Director | | | 1992 | |
Richard L. Riesbeck | | | 71 | | | 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 | 51 | Chairman, President and Chief Executive Officer, Unified Bank | President, Chief Executive Officer, United Bancorp, Director | 2009 | ||||
Gary W. Glessner | 52 | 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 | 64 | Executive Director & Secretary, Muskingum Watershed Conservancy District | Director | 1992 | ||||
Richard L. Riesbeck | 69 | President, Riesbeck Food Markets, Inc., a regional grocery store chain. Chairman of the Board United Bancorp, Inc. | Director Chairman | 1984 2014 | ||||
Dr. Carl A. Novak, DDS | 73 | Dentist/Owner, Novak Dental Clinic, Clarington, Ohio | Director | 2018* |
There are no family relationships among any of the directors, nominees for election as directors and executive officers of the Corporation.
| | 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
Riesbeck.
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 20182020 appears under the caption “Report of the Audit Committee”.
2020.
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.
School.
Mr. Hoopingarner, prior
member of its Executive Committee, its Audit Committee, its Compensation Committee, and Chair of its Nominating-Governance Committee.
Dr. Novak, age 73, graduated from The Ohio State University College of Dentistry in 1971 and served in the United States Army Dental Corps from 1971 to 1974. In 1974, Dr. Novak opened his dental office in Clarington, Ohio. He has been practicing dentistry for over 47 years. Prior to its acquisition by the Corporation on October 15, 2018, Dr. Novak had served as a director of Powhatan Point Community Bancshares, Inc. since October 17, 1979.
The Nominating and Governance Committee is empowered to engage a third party search firm to assist it in identifying candidates, but the Committee currently believes that the existing directors and executive management of the Corporation and its subsidiaries have sufficient networks of business contacts to identify candidates. The Nominating and Governance Committee did not engage any director search firm in 20182020 and, accordingly, paid no fees to any such company. United Bancorp’s Corporate Governance Guidelines provide also that shareholders 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 31stof 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.
| | | 2019 | | | 2020 | | ||||||
Audit Fees | | | | $ | 153,000 | | | | | $ | 159,200 | | |
Audit related | | | | | — | | | | | | — | | |
Tax Fees | | | | | 22,800(a) | | | | | | 16,400 | | |
Total | | | | $ | 175,800 | | | | | $ | 175,600 | | |
2017 | 2018 | |||||||
Audit Fees | $ | 140,800 | $ | 165,500 | ||||
Audit fees for acquisition of Powhatan Community Bancshares, Inc. | — | 30,000 | ||||||
Tax Fees | 14,700 | (a) | 16,400 | (a) | ||||
Total | $ | 155,500 | $ | 211,900 |
As required by Section 14A of the Securities Exchange Act, we are seeking advisory shareholder approval of the compensation of the CEO and the other executive officers identified herein as the Named Executive Officers as disclosed in this Proxy Statement. This proposal, commonly known as a “Say-on-Pay” proposal, gives you as a shareholder the opportunity to endorse or not endorse our executive pay program through the following resolution:
“RESOLVED, that the shareholders advise that the compensation paid to the Company’s named executive officers, as disclosed in this Proxy Statement pursuant to the requirements of Item 402(m) through (q) of Regulation S-K, including the compensation tables and narrative discussion, is hereby APPROVED.”
Because your vote is advisory, it will not be binding upon the Board. However, the Compensation Committee of the Board of Directors will take into account the outcome of the vote when considering future executive compensation arrangements.
The Compensation Committee has determined that the compensation structure for the Named Executive Officers is effective, reasonable, and not excessive. Shareholders are encouraged to read the section of this Proxy Statement captioned “Executive Compensation and Other Information,” including the related tabular disclosure regarding Named Executive Officer compensation.
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” this non-binding proposal unless otherwise indicated by the shareholder. The affirmative vote of the holders of Shares entitling them to exercise a majority of the voting power of the Corporation is required to adopt this advisory resolution. As a consequence, abstentions and broker non-votes effectively constitute votes cast “Against” such proposal. Broker non-votes represent shares for which a “street name” shareholder has not told his or her broker how he or she would like those shares voted on a particular proposal and for which the broker has no discretion to vote the shares in the absence of any direction. These shares are considered represented at this meeting but are not entitled to be cast on this particular proposal.
As required by Section 14A of the Securities Exchange Act, we are seeking advisory shareholder approval of the frequency of shareholder votes on compensation of the Named Executive Officers. This non-binding “frequency” vote is required at least once every six years beginning with our Annual Meeting.
The Board believes that a vote every three years is most appropriate for the Company because such a vote would provide shareholders with the appropriate timeframe to evaluate the Company’s overall compensation philosophy, design and implementation. A three-year period is more closely aligned with the longer-term view that the Compensation Committee takes with respect to the more significant components our named executive officers’ compensation, and would allow shareholders the opportunity to evaluate the effectiveness of these programs over the time frames that they are intended to generate performance. Additionally, a longer period between votes would provide the opportunity for shareholders and advisory services to engage in more thoughtful analysis and would facilitate more meaningful dialogue between shareholders and the Board regarding the Company’s executive compensation practices.
You may cast your vote on your preferred voting frequency by choosing the option of one year, two years, three years or abstain from voting when you vote in response to the resolution set forth below.
“RESOLVED, that the option of once every one year, two years, or three years that receives the highest number of votes cast for this resolution will be determined to be the preferred frequency with which the Company is to hold a stockholder advisory vote to approve the compensation of the Named Executive Officers as disclosed pursuant to Item 402 of Regulation S-K.”
The option of one year, two years or three years that receives the highest number of votes cast by stockholders will be the frequency for the advisory vote on executive compensation that has been selected by stockholders. However, because this vote is advisory and not binding on the Board in any way, the Board may decide that it is in the best interests of our stockholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option approved by our stockholders.
| | THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ADOPTION OF THIS NON-BINDING ADVISORY PROPOSAL | | |
THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORSRECOMMENDS A VOTE “FOR” THE ADOPTION OFTHIS NON-BINDING ADVISORY PROPOSAL
2020.
•Awards under our cash and stock-based incentive compensation programs;
| Mr. Scott A. Everson | | | | $ | 12,048 | | |
Mr. Scott A. Everson | $ | 29,853 |
Effective January 1, 2018, 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 2018,2020, 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.
relevant peer groups so as to assure that the Corporation is able to maintain a competitive position in terms of attracting and retaining officers and other employees. Except for United Bancorp’s split dollar life insurance arrangements with its executive officers and certain directors our employee benefits plans are provided on a non-discriminatory basis to all employees.
20182020 Executive Officer Compensation. For 20182020 the executive officers named in the Summary Compensation Table received salaries that were intended to maintain their compensation at a competitive level. Adjustments in 20182020 base salary 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 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 Unified Bank | | | | | 2020 | | | | | | 356,853 | | | | | | | | | 162,500 | | | | | | — | | | | | | 125,397 | | | | | | | | | 16,375 | | | | | | 661,125 | | |
| | | 2019 | | | | | | 314,203 | | | | | | | | | | | | | | | — | | | | | | 140,305 | | | | | | | | | 17,993 | | | | | | 472,501 | | | ||
| | | 2018 | | | | | | 297,099 | | | | | | | | | 300,500 | | | | | | — | | | | | | 130,491 | | | | | | | | | 16,162 | | | | | | 744,252 | | | ||
Matthew F. Branstetter Senior Vice President Chief Operating Officer United Bancorp, Inc. Principal Position Chief Operating and Lending Officer Unified Bank | | | | | 2020 | | | | | | 197,118 | | | | | | | | | 130,000 | | | | | | — | | | | | | 60,613 | | | | | | | | | 7,893 | | | | | | 395,624 | | |
| | | 2019 | | | | | | 178,213 | | | | | | | | | — | | | | | | — | | | | | | 64,959 | | | | | | | | | 6,071 | | | | | | 249,243 | | | ||
| | | 2018 | | | | | | 170,664 | | | | | | | | | 240,400 | | | | | | — | | | | | | 60,799 | | | | | | | | | 4,842 | | | | | | 476,705 | | | ||
Randall M. Greenwood Senior Vice President, Chief Financial Officer United Bancorp, Inc. Principal Position, CFO, United Bancorp, Inc. | | | | | 2020 | | | | | | 184,417 | | | | | | | | | 130,000 | | | | | | — | | | | | | 56,708 | | | | | | | | | 5,928 | | | | | | 377,053 | | |
| | | 2019 | | | | | | 166,731 | | | | | | | | | | | | | | | — | | | | | | 60,774 | | | | | | | | | 3,952 | | | | | | 231,457 | | | ||
| | | 2018 | | | | | | 159,669 | | | | | | | | | 240,400 | | | | | | — | | | | | �� | 59,876 | | | | | | | | | 1,795 | | | | | | 461,740 | | |
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 Unified Bank | 2018 | 335,040 | — | 300,500 | — | 130,491 | — | 16,162 | 782,193 | |||||||||||||||||||||||||||
2017 | 286,334 | — | — | — | 56,758 | — | 13,214 | 356,316 | ||||||||||||||||||||||||||||
2016 | 289,689 | — | — | — | 76,015 | — | 11,520 | 377,224 | ||||||||||||||||||||||||||||
Matthew F. Branstetter Senior Vice President Chief Operating Officer United Bancorp, Inc. Principal Position Chief Operating and Lending Officer Unified Bank | 2018 | 201,016 | — | 240,400 | — | 63,999 | — | 4,842 | 510,257 | |||||||||||||||||||||||||||
2017 | 165,694 | — | — | — | 26,168 | — | 8,695 | 200,557 | ||||||||||||||||||||||||||||
2016 | 160,867 | — | — | — | 38,105 | — | 8,020 | 206,992 | ||||||||||||||||||||||||||||
Randall M. Greenwood Senior Vice President, Chief Financial Officer United Bancorp, Inc. Principal Position, CFO, United Bancorp, Inc. | 2018 | 190,021 | — | 240,400 | — | 59,876 | — | 1,795 | 492,092 | |||||||||||||||||||||||||||
2017 | 155,018 | — | — | — | 26,353 | — | 7,218 | 188,589 | ||||||||||||||||||||||||||||
2016 | 150,503 | — | — - | — | 35,650 | — | 7,433 | 193,586 |
• 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 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 Unexe- rcised 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 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 37,500 | | | | | $ | 494,250 | | | | | | — | | | | | | — | | |
Matthew F. Branstetter | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 30,000 | | | | | $ | 395,400 | | | | | | | | | | | | | | |
Randall M. Greenwood | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 30,000 | | | | | $ | 395,400 | | | | | | — | | | | | | — | | |
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 Unexe- rcised 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 | — | — | — | — | — | 50,000 | $ | 571,500 | — | — | ||||||||||||||||||||||||||
Matthew F. Branstetter | 30,000 | $ | 342,900 | |||||||||||||||||||||||||||||||||
Randall M. Greenwood | — | — | — | — | — | 35,000 | 400,050 | — | — |
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 | | | | | — | | | | | | 65,000 | | | | | | — | | | | | | — | | | | | | 118 | | | | | | 65,118 | | |
John M. Hoopingarner | | | | | 39,706 | | | | | | 65,000 | | | | | | — | | | | | | — | | | | | | 225 | | | | | | 104,931 | | |
Richard L. Riesbeck | | | | | 42,810 | | | | | | 97,500 | | | | | | — | | | | | | — | | | | | | 375 | | | | | | 140,685 | | |
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 | — | 120,200 | 0 | 0 | 106 | 120,306 | ||||||||||||||||||
John M. Hoopingarner | 29,082 | 120,200 | 0 | 0 | 186 | 149,468 | ||||||||||||||||||
Dr. Carl A. Novak, DDS | 5,792 | — | ||||||||||||||||||||||
Richard L. Riesbeck | 38,037 | 180,300 | 0 | 0 | 304 | 218,641 |
2020.
Name | | | Director Compensation Deferred in Last FY ($) | | |||
Scott A. Everson | | | | 12,048(1) | | | |
Gary W. Glessner | | | | 48,974 | | | |
John M. Hoopingarner | | | | 9,933(2) | | | |
Richard L. Riesbeck | | | | 10,708(2) | | |
REPORTS
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.
ITEDperson.To change the address on your account, please check the box at right andindicate your new address in the address space above. Please note thatchanges to the registered name(s) on the account may not be submitted viathis method.INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALLEXCEPT” and fill in the circle next to each nominee you wish to withhold, asshown here:JOHN SMITH1234 MAIN STREETAPT. 203NEW YORK, NY 10038ANNUAL MEETING OF SHAREHOLDERS OFUNITED BANCORP, INC.INC.April 21, 2021INTERNET - Access “www.voteproxy.com” and follow the on-screeninstructions or scan the QR code with your smartphone. Have yourproxy card available when you access the web page.TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) inthe United States or 1-718-921-8500 from foreign countries from anytouch-tone telephone and follow the instructions. Have your proxycard available when you call.Vote online/phone until 11:59 PM EST the day before the meeting.MAIL - Sign, date and mail your proxy card in the envelopeprovided as soon as possible.IN PERSON - You may vote your shares in person by attendingthe Annual Meeting.GO GREEN - e-Consent makes it easy to go paperless. Withe-Consent, you can quickly access your proxy material, statementsand other eligible documents online, while reducing costs, clutterand paper waste. Enroll today via www.astfinancial.com to enjoyonline access.PROXY VOTING INSTRUCTIONSPlease detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet.PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x------------------ ----------------20430000000000000000 8 042121COMPANY NUMBERACCOUNT NUMBERNOTICE OF INTERNET AVAILABILITY OF PROXY ANNUAL MEETING APRIL 17, 2019MATERIAL:The 2020 Annual Report to shareholders, Notice of Meeting, proxy statement and proxy cardare available at - http://www.astproxyportal.com/ast/06954/1. To Elect as Directors the Nominees Set Forth at Below:O Scott A. EversonO Gary W. GlessnerO John M. HoopingarnerO Richard L. RiesbeckFOR ALL NOMINEESWITHHOLD AUTHORITYFOR ALL NOMINEESFOR ALL EXCEPT(See instructions below)NOMINEES:2. Ratification of the Audit Committee's selection of the firm of BKD,LLP to serve as the Company's Independent Registered PublicAccounting Firm for the 2021 fiscal year.THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”THE ELECTION OF THE DIRECTORS NOMINATED BY THE BOARD OFDIRECTORS.THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”PROPOSAL 2.YOUR VOTE IS IMPORTANT. PLEASE MARK, SIGN, DATE AND MAIL THISPROXY FORM WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUALMEETING. A RETURN ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.In their discretion, the named proxies are authorized to vote all sharesrepresented by this proxy card upon such other business as may properlycome before the Annual Meeting. This proxy is solicited on behalf of the Board of Directors. The undersigned hereby appoint Mr. John M. Hoopingarner and Mr. Richard L. Riesbeckcard when properly executedwill be voted as Proxies, each with the power to appoint his substitute, and hereby authorize each of them to represent and to vote, as designated on the reverse side, all the common shares of United Bancorp, Inc. held of recorddirected herein by the undersigned on March 8, 2019, at the Annual Meeting of Shareholders toshareholder. If nodirection is made, this proxy card will be held on April 17, 2019, or any adjournment thereof. (Continuedvoted FOR ALL NOMINEES inProposal 1 and to be signed on the reverse side.) 1.1 14475FOR Proposal 2.FOR AGAINST ABSTAIN