DEF 14A of United Bancorp Inc /Oh/, Mar 18, 2026

DEF 14A of United Bancorp Inc /Oh/

Filed Mar 18, 2026 · FY20250001104659-26-030925

Open on EDGAR

  1. PROPOSAL # 1 ELECTION OF DIRECTORS

    PROPOSAL # 1 ELECTION OF DIRECTORS

  2. Compensation Overview

    Long Term Restricted Stock Awards. In keeping with the Board’s belief that key to attracting and retaining good management and directors is a competitive compensation program, in 2008 the Board, through the recommendation of its 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 shareholders. At the 2018 Annual Meeting of Shareholders, shareholders approved the 2018 Plan, which reserved 500,000 shares of the Corporation’s common stock for issuance thereunder for purposes of continuing the Awards Program. The Awards Program is designed to retain the services 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. 401(k) and Employee Stock Ownership Plan. The Corporation also offers a 401(k) plan, which covers all employees who have attained the age of 18 and have completed one year of service. Eligible employees may contribute up to $23,500 in 2025 and employees who have attained the age of 50 years or older may contribute an additional $7,500 in 2025. The Corporation may make a discretionary matching contribution equal to a percentage of each participant’s elective deferral not to exceed 6% of the participant’s annual compensation. Employee contributions are always vested. Employer contributions become 100% vested after 3 years of service. Defined Benefit Pension Plan. The Corporation has a defined benefit pension plan which covers all employees 18 or over who have completed 1,000 hours of service during an anniversary year, measured from the date of hire. The plan calls for benefits to be paid to eligible employees at retirement, based primarily upon years of service and compensation rates. Effective January 1, 2014, the Corporation amended the plan to change the calculation for determining the benefit payout upon retirement. Under the modifications, benefits earned under the “Final Average Earnings” formula have been frozen, and all employees will earn future benefits using the Career Average Earnings formula. The plan may provide monthly benefits commencing as early as age 50, but not later than age 70, for employees who terminate employment or retire with 5 or more years of credited service. The plan is integrated with social security covered compensation. Group Life, Health and Disability Benefits. The Corporation provides healthcare, life and disability insurance and other employee benefits programs to its employees, including its senior officers. The committee is responsible for overseeing the administration of these programs and believes that its employee benefits programs should be comparable to those maintained by other members of the 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. United Bancorp has split-dollar life insurance arrangements with certain executive officers and certain directors that provide certain death benefits to the executive’s and director’s beneficiaries upon his or her death. The agreements provide a pre- and post-retirement death benefit payable to the beneficiaries of the executive in the event of the executive’s death. The Corporation has purchased life insurance policies on the lives of all participants covered by these agreements in amounts sufficient to provide the sums necessary to pay the beneficiaries, and the Corporation pays all premiums due on the policies. Under the arrangements, directors have the right to designate beneficiaries of death proceeds up to $100,000, subject to forfeiture of that right upon the occurrence of certain events. The Named Executive Officers have the right to designate beneficiaries of death proceeds up to four times the Named Executive Officer’s annual base salary, subject to forfeiture of that right upon the occurrence of certain events. The economic benefit (the imputed income amount of this insurance) for the year 2025 to the Named Executive Officers is included in the amounts for each of these executive officers set forth in the Summary Compensation Table under the column “All Other Compensation.” The economic benefit (the imputed income amount of this insurance) for the year 2025 to the directors is set forth in the Director Compensation Table under the column “All Other Compensation.” The Corporation also provides a reasonable level of personal benefits, and perquisites to one or more Named Executive Officers to support the business interests of the bank, provide competitive compensation, and to recognize the substantial commitment both professionally and personally expected from executive officers. As part of its compensation program the Corporation has entered into agreements with each of the Named Executive Officers pursuant to which they will be entitled to receive severance benefits upon the occurrence of certain enumerated events following a change in control. The events that trigger payment are generally those related to termination of employment without cause or detrimental changes in the executive’s terms and conditions of employment. See Employment Contracts and Payments Upon Termination or “Change in Control” below for a more detailed description of these events. The Corporation believes that this structure will help: (i) assure the executives’ full attention and dedication to the Corporation, free from distractions caused by personal uncertainties and risks related to a pending or threatened change in control, (ii) assure the executives’ objectivity for shareholders’ interests, (iii) assure the executives of fair treatment in case of involuntary termination following a change in control, and (iv) attract and retain key talent during uncertain times. Risk Management and Compensation. The compensation policies and practices of the Corporation are not believed to create risks that are reasonably likely to have a material adverse effect on operations or financial results. The compensation policies and practices of the Corporation are not designed to provide enormous bonuses and do not encourage employees to take undue amounts of risk. The incentives provided to employees are designed to encourage sound performance over time rather than the pursuit of immediate high-risk profits.

  3. Summary Compensation Table

    Summary Compensation Table

  4. Summary Compensation Table

    | 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 Chairman, President & Chief Executive Officer United Bancorp, Inc. Principal Position CEO Unified Bank | 2025 | 510,280 | — | — | — | 137,117 | — | 2,976 | 650,373 | | | 2024 | 485,331 | — | 325,000 | — | 125,167 | — | 4,532 | 940,030 | | | 2023 | 466,378 | — | — | — | 127,762 | — | 12,684 | 606,824 | | Matthew F. Branstetter Senior Vice President Chief Operating Officer United Bancorp, Inc. Principal Position Chief Operating and Lending Officer Unified Bank | 2025 | 252,020 | — | — | — | 53,665 | — | 5,506 | 311,191 | | | 2024 | 242,328 | — | 260,000 | — | 48,314 | — | 4,021 | 554,663 | | | 2023 | 231,892 | — | — | — | 51,306 | — | 5,572 | 288,770 | | Randall M. Greenwood Senior Vice President Chief Financial Officer United Bancorp, Inc. Principal Position, CFO, United Bancorp, Inc. | 2025 | 237,961 | — | — | — | 50,121 | — | 9,686 | 297,768 | | | 2024 | 228,809 | — | 260,000 | — | 45,618 | — | 4,457 | 538,884 | | | 2023 | 218,956 | — | — | — | 48,444 | — | 17,309 | 284,709 |

  5. Summary Compensation Table

    1. Pursuant to the deferred compensation plan implemented by United Bancorp, Inc. for the benefit of its corporate directors. 2. The amounts shown in this column for the most recently completed fiscal year were derived from the following figures: (1) contributions by United Bancorp to its 401(k) Plan: Mr. Branstetter $3,219 and Mr. Greenwood $7,450 and (2) the economic benefit of life insurance coverage provided for the Named Executive Officers: Mr. Scott A. Everson $1,821; Mr. Branstetter $1,200 and Mr. Greenwood $1,466. The aggregate value of perquisites and personal benefits, as defined under SEC rules, provided to each Named Executive Officer are less than the reporting threshold value of $10,000, but the value of such perquisites for each of the years reported have been included above. Represents the fair market value on the grant date of restricted stock awards. These awards are earned and cliff vest over 9.5 years from the date of award. The Corporation maintains a cash-based incentive compensation plan, payments pursuant to which are reported under the column headed “Non-Equity Incentive Plan Compensation.” The amount of the annual cash bonus that may be earned by an executive officer under this plan is based on his or her base salary and is weighted to reflect each participant’s ability to affect the performance of United Bancorp, with the Chief Executive Officer having the largest weighting. The multiple for calculating the maximum bonus of Scott A. Everson, the Corporation’s Chief Executive Officer, is set at 25% of his base salary for the year (the “Base Multiple”). The Base Multiple for Matthew F. Branstetter and Randall M. Greenwood, the Corporation’s Senior Vice Presidents, are set at 20% of their base salary for the year. Awards under the Corporation’s cash-based incentive compensation plan are based on two general and independent criteria: (1) the Corporation’s earnings per share growth and/or a discretionary level of cash incentive award; and (2) the performance of Unified Bank (the “Bank”) in the following categories: loan and deposit growth; return on average assets; and return on average equity. Under the plan, the potential incentive award of the Corporation’s Named Executive Officers for the year is 75% based upon the Corporation meeting or exceeding its earnings per share from the previous year. The balance of 25% of this cash-based incentive compensation is based upon the Bank’s financial performance. Under the plan, each executive officer is entitled to receive earnings per share incentive awards as follows:

  6. Summary Compensation Table

    | • 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 |

  7. Summary Compensation Table

    The Corporation’s diluted earnings per share for 2025 was $1.34 compared to $1.27 for 2024 or a 5% increase.

  8. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  9. Outstanding Equity Awards at Fiscal Year-End

    | | 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | 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 | $358,750 | — | — | | Matthew F. Branstetter | — | — | — | — | — | 20,000 | $287,000 | — | — | | Randall M. Greenwood | — | — | — | — | — | 20,000 | $287,000 | — | — |

  10. Outstanding Equity Awards at Fiscal Year-End

    Awards granted to Scott Everson (25,000 shares), Randall Greenwood (20,000 shares) and Matthew Branstetter (20,000 shares) vest in August 2033. 2. Market value of $14.35 per share of the Registrants stock as of December 31, 2025. In keeping with the Board’s belief that a key to attracting and retaining good management and directors is a competitive compensation program, in 2008 the Board, through the recommendation of its Compensation Committee, implemented a restricted stock awards program (the “Awards Program”) in accordance with the terms of the shareholder-approved 2008 Stock Incentive Plan. As of December 31, 2025, the Corporation had an aggregate of 40,000 restricted common stock awards to certain Officers and Directors of the Corporation under the 2008 Plan. These awards will cliff vest at the earliest of the individuals’ normal retirement date or 9 years and 6 months from date of grant. The 2008 Plan expired by its terms on April 15, 2018, ten years after its adoption, so awards may no longer be made under the 2008 Plan. All existing awards granted under the 2008 Plan prior to its termination remain outstanding in accordance with their terms. At the 2018 Annual Meeting of Shareholders, shareholders approved the 2018 Plan, which reserved 500,000 shares of the Corporation’s common stock for issuance thereunder for purposes of continuing the Awards Program. To date, 311,790 shares have been granted under the 2018 Plan. Unvested shares under both the 2008 and 2018 Plans are entitled to receive dividends and may be voted on matters requiring shareholder approval by the respective participants.

  11. Pay-Versus-Performance Table

    | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return ($) | Net Income ($) (000’s) | | 2025 | 650,373 | 707,133 | 306,240 | 351,640 | 145.46 | 7,753 | | 2024 | 940,030 | 980,655 | 552,274 | 584,774 | 123.35 | 7,402 | | 2023 | 606,824 | 590,387 | 286,240 | 273,090 | 113.82 | 8,950 |

  12. Director Compensation Table

    Director Compensation Table

  13. Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Gary W. Glessner | $69,357 | — | — | — | $123 | $69,480 | | Brian M. Hendershot | $59,396 | — | — | — | $91 | $59,487 | | John M. Hoopingarner | $62,797 | — | — | — | $375 | $63,172 | | Bethany E. Schunn | $40,685 | — | — | — | $46 | $40,731 |

  14. Director Compensation Table

    1. Director fees earned by Mr. Everson are reported as Salary in the Summary Compensation Table. 2. Fees deferred by directors during 2025 under the director deferred compensation plan are as follows: (i) $69,357 by Director Glessner; (ii) $59,396 by Director Hendershot; (iii) $0 by Director Hoopingarner; and (iv) $20,343 by Director Schunn. The table above provides information on the compensation paid to the Corporation’s outside Directors during 2025. Information regarding compensation paid to S. Everson, including compensation paid for his service as a Director, is provided in the Summary Compensation Table. The Corporation compensates each director for services as a director in the following manner: each director receives an annual retainer fee of $7,500 regardless of board meeting attendance and $2,604 per meeting attended. Each member of the Executive Committee receives $845 for each meeting attended. The Chairman of the Audit Committee receives an annual retainer of $1,000 and $771 per Audit Committee meeting attended, while all other members of the Audit Committee receive $479 per Audit Committee meeting attended (other than those held in connection with a full meeting of the Board of Directors). 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 2025. The Corporation has also established a deferred compensation plan for the benefit of its directors, officers and the directors of its subsidiary bank. The Plan is an unfunded deferred compensation plan for tax purposes and for purposes of Title I of ERISA. Amounts deferred under the Plan shall remain unrestricted assets of the Corporation, and participants have the status of general unsecured creditors of the Corporation. Any director or officer who desires to participate in the Plan may elect for any year, on or before the 31st day of December of the preceding year, to defer 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. When a participant ceases to be a member of the Board or an Officer, the Corporation shall pay him or her in equal annual installments or at his irrevocable election, in one lump sum, the aggregate number of shares of United Bancorp, Inc. Common Stock, (including, without limitation shares deemed to be acquired through reinvested dividends) that are credited to his or her account as of the close of business on the date of the termination of his membership on the Board or termination of his or her as an Officer of the Corporation, together with any cash account balance which has not yet been deemed invested in United Bancorp, Inc. Common Stock. The annual installment payment option shall be over a period not to exceed ten years.