(Amendment No. )
required
March 19, 2019
18, 2022
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.
20, 2022
20, 2022
06954.
18, 2022.
Person | | | Shares of Common Stock Owned | | | Percent of Class | | ||||||
United Bancorp, Inc. Employee | | | | | 398,104 | | | | | | 6.9% | | |
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 | | | | | 70,556 | | | | | | 1.18% | | |
John M. Hoopingarner | | | | | 38,868 | | | | | | * | | |
Richard L. Riesbeck(2) | | | | | 59,642 | | | | | | 1.00% | | |
Scott A. Everson | | | | | 134,883 | | | | | | 2.26% | | |
Matthew F. Branstetter | | | | | 52,585 | | | | | | * | | |
Randall M. Greenwood | | | | | 83,902 | | | | | | 1.41% | | |
All Directors and Executive Officers as a Group | | | | | 748,455 | | | | | | 12.27% | | |
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 | | | 54 | | | Chairman, President and Chief Executive Officer, Unified Bank | | | President, Chief Executive Officer, United Bancorp, Director | | | 2009 | |
Gary W. Glessner | | | 55 | | | 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 | | | 67 | | | Of Counsel, McMahon DeGulis, LLP | | | Director | | | 1992 | |
Richard L. Riesbeck | | | 72 | | | 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 ELECTIONTO THE BOARD OF DIRECTORS
| | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES FOR ELECTION TO 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 20182021 appears under the caption “Report of the Audit Committee”.
2021.
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-GovernanceNominating and Governance Committee.
Mr. certificate from Cornell University.
retailers.
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 20182021 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.
| | | 2021 | | | 2020 | | ||||||
Audit Fees | | | | $ | 165,700 | | | | | $ | 159,200 | | |
Audit related | | | | | — | | | | | | — | | |
Tax Fees | | | | | 17,000 | | | | | | 16,400 | | |
Total | | | | $ | 182,700 | | | | | $ | 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 |
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 20182021 by BKD, LLP pursuant to these exceptions.
The current frequency for including a proposal for an advisory vote on Say-on-Pay as a matter for shareholder consideration is every three years, with the next Say-on-Pay vote slated to occur at the 2025 Annual Meeting of Shareholders.
| | THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS RECOMMENDS THE ADOPTION OF THE RESOLUTION. | | |
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 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. | | |
2021.
•Awards under our cash and stock-based incentive compensation programs;
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 2018,2021, 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.
Compensation Committee, implemented a restricted stock awards program (the “Awards Program”) in accordance with the terms of the 2008 Plan, which Plan expired by its terms on April 15, 2018, ten years after adoption by the Corporation’s
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
20182021 Executive Officer Compensation. For 20182021 the executive officers named in the Summary Compensation Table received salaries that were intended to
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 | | | | | 2021 | | | | | | 412,075 | | | | | | | | | | | | | | | — | | | | | | 162,199 | | | | | | | | | 17,318 | | | | | | 591,592 | | |
| | | 2020 | | | | | | 356,853 | | | | | | | | | 162,500 | | | | | | — | | | | | | 125,397 | | | | | | | | | 16,375 | | | | | | 661,125 | | | ||
| | | 2019 | | | | | | 314,203 | | | | | | | | | | | | | | | — | | | | | | 140,305 | | | | | | | | | 17,993 | | | | | | 472,501 | | | ||
Matthew F. Branstetter Senior Vice President Chief Operating Officer United Bancorp, Inc. Principal Position Chief Operating and Lending Officer Unified Bank | | | | | 2021 | | | | | | 203,031 | | | | | | | | | | | | | | | — | | | | | | 67,000 | | | | | | | | | 7,698 | | | | | | 277,729 | | |
| | | 2020 | | | | | | 197,118 | | | | | | | | | 130,000 | | | | | | — | | | | | | 60,613 | | | | | | | | | 7,893 | | | | | | 395,624 | | | ||
| | | 2019 | | | | | | 178,213 | | | | | | | | | — | | | | | | — | | | | | | 64,959 | | | | | | | | | 6,071 | | | | | | 249,243 | | | ||
Randall M. Greenwood Senior Vice President, Chief Financial Officer United Bancorp, Inc. Principal Position, CFO, United Bancorp, Inc. | | | | | 2021 | | | | | | 191,851 | | | | | | | | | | | | | | | | | | | | | 63,311 | | | | | | | | | 9,682 | | | | | | 264,844 | | |
| | | 2020 | | | | | | 184,417 | | | | | | | | | 130,000 | | | | | | — | | | | | | 56,708 | | | | | | | | | 5,928 | | | | | | 377,053 | | | ||
| | | 2019 | | | | | | 166,731 | | | | | | | | | — | | | | | | — | | | | | | 60,774 | | | | | | | | | 3,952 | | | | | | 231,457 | | |
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 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 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 37,500 | | | | | $ | 624,375 | | | | | | — | | | | | | — | | |
Matthew F. Branstetter | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 30,000 | | | | | $ | 499,500 | | | | | | | | | | | | | | |
Randall M. Greenwood | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 30,000 | | | | | $ | 499,500 | | | | | | — | | | | | | — | | |
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 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 144 | | | | | $ | 144 | | |
John M. Hoopingarner | | | | $ | 45,044 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 248 | | | | | $ | 45,292 | | |
Richard L. Riesbeck | | | | $ | 49,844 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 417 | | | | | $ | 50,261 | | |
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 |
meeting of the Board of Directors). The Corporation’s outside Chairman receives an additional $5,000 retainer and as the Bank’s Lead Director he receives an additional retainer of $1,000. Amounts included in the “Fees Earned or Paid in Cash” column also include retainers and meeting fees paid to each for service on the Bank’s Board of Directors. Amounts indicated under the “All Other Compensation” column represent the annual economic benefit imputed to each of the respective directors under the Corporation’s split dollar life insurance arrangement for the year 2018.
2021.
Name | | | Director Compensation Deferred in Last FY ($) | | |||
Scott A. Everson | | | | $ | 54,460(1) | | |
Gary W. Glessner | | | | $ | 56,207 | | |
John M. Hoopingarner | | | | $ | 11,261 | | |
Richard L. Riesbeck | | | | $ | 12,461 | | |
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.
ITED AUAL MEETING OF SHAREHOLDERS OF UNITED BANCORP, INC. April 20, 2022 PROXY ANNUAL MEETING APRIL 17, 2019 ThisVOTING INSTRUCTIONS INTERNET — Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy is solicited on behalfcard available when you access the web page. TELEPHONE — Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card 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 envelope provided as soon as possible. IN PERSON — You may vote your shares in person by attending the Annual Meeting. 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 COMPANY NUMBER ACCOUNT NUMBER online access. NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The 2021 Annual Report to shareholders, Notice of Meeting, proxy statement and proxy card are available at — http://www.astproxyportal.com/ast/06954/ — — — — — — Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. — — — — — - 20430300000000000000 2 042022 PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x 1. To Elect as Directors the Nominees Set Forth at Below: 2. An advisory proposal to approve the Company’s executive FOR AGAINST ABSTAIN NOMINEES:compensation programs as disclosed in the accompanying proxy statement. FOR ALL NOMINEES O Scott A. Everson O Gary W. Glessner 3. Ratification of the BoardAudit Committee’s selection of Directors. The undersigned hereby appoint Mr.the firm of BKD, WITHHOLD AUTHORITY O John M. Hoopingarner and Mr.FOR ALL NOMINEES O Richard L. Riesbeck LLP to serve as Proxies,the Company’s Independent Registered Public FOR ALL EXCEPT Accounting Firm for the 2022 fiscal year. (See instructions below) THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” INSTRUCTIONS: To withhold ), PROPOSALS 2 AND 3. EXCEPT” and fill in the circle next to each withnominee you wish to withhold, as shown here: YOUR VOTE IS IMPORTANT. PLEASE