Bethany Schunn

About Bethany Schunn

Bethany E. Schunn is Plant Manager of the 1,800 MW Cardinal coal-fired power plant (Buckeye Power) and previously held leadership roles at AEP’s Conesville Plant since 2005; she holds a BS in Chemistry with minors in Business and Economics (West Virginia Wesleyan College) and an MBA (Wheeling Jesuit University) . She is age 43, has served on the United Bancorp, Inc. board since 2023, and was appointed an inaugural “floating” director on November 22, 2023, with full voting rights and expected nomination for two consecutive one‑year terms . She also serves on the Unified Bank board and the Executive Board for the Ohio River Valley Council — Boy Scouts of America .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; Audit Committee met three times in 2024; all Audit members meet Nasdaq independence standards; Audit Chair is Gary W. Glessner .
• Not on Compensation Committee (members: Glessner, Hoopingarner; met once in 2024) and not on Nominating & Governance Committee (members: Hoopingarner [Chair], Glessner; met once in 2024) .
• Director classification: “Floating” director structure—full voting rights; typically nominated for two consecutive one‑year terms to build board pipeline; Schunn has served in this capacity since Nov 22, 2023 .
• Attendance: In 2024, all directors attended the Annual Meeting, and each director attended at least 75% of the combined total of Board and committee meetings for committees on which they served .
• Independence: As an Audit Committee member, she meets Nasdaq independence standards .

Fixed Compensation

• Director fee schedule (2024):
  • Annual Board retainer: $7,500
  • Board meeting fee (per meeting attended): $2,431
  • Executive and Compensation Committee meeting fee: $409 per meeting
  • Audit Committee: Chair retainer $1,000; Chair $741 per meeting; members $460 per meeting (excluding those held in connection with a full Board meeting)
  • Outside Chairman additional retainer: $5,000; Bank Lead Director additional retainer: $1,000

• Deferred compensation elections (2024): Schunn deferred $37,788 of director fees under the director deferred compensation plan (balances are deemed invested in UBCP common stock with dividend credits; payouts occur in shares or lump sum at/after service termination) .

Performance Compensation

• Director deferred compensation plan mechanics: Participant accounts are deemed invested in UBCP common stock and credited with dividends; payouts occur in shares and/or cash upon termination of board service, with installment or lump sum options .
• Clawback policy: In 2023, the board amended its Code of Ethics to adopt a clawback policy compliant with Exchange Act Section 10D and Nasdaq listing standards for executive incentive-based compensation following restatements; scope covers cash and equity incentive awards for the three prior completed fiscal years (executive officers) .

Other Directorships & Interlocks

• Other public company directorships: None disclosed in her biography/nominee information in the proxy .

Expertise & Qualifications

• Education: BS Chemistry with minors in Business and Economics (West Virginia Wesleyan College); MBA (Wheeling Jesuit University) .
• Technical/industry expertise: Power generation plant operations and leadership; Cardinal Plant Manager since 2017; prior AEP Conesville leadership roles since 2005 .
• Board credentials: Independent audit committee member; energy operations perspective beneficial for risk and operational oversight .

Equity Ownership

• ESOP context: As of record date, 394,283 shares allocated to participants’ ESOP accounts; trustee voting mechanics described; aggregate insider and employee plan holdings totaled 399,906 shares (6.70% of outstanding) as of Dec 31, 2024 .

Governance Assessment

• Strengths

  • Independence and committee role: Audit Committee membership with Nasdaq independence compliance; audit oversight including cybersecurity/IT risk review reported up to full board .
  • Attendance and engagement: Board and committee engagement at or above 75% threshold; full director attendance at Annual Meeting in 2024 .
  • Ownership alignment: Direct ownership of 17,272 shares and deferral of 2024 director fees into stock-denominated deferred compensation aligns incentives with shareholders .
  • Section 16 compliance: All insider ownership reports filed timely in 2024 .

• Risks and Red Flags

  • Hedging policy: The corporation has not adopted practices or policies restricting directors or employees from hedging company stock, which can weaken alignment with shareholders if used; monitor for any hedging activity disclosures .
  • Limited equity-based director pay: No stock awards or performance-based pay for directors in 2024; while cash fees are modest, lack of annual equity grants may reduce ongoing “at-risk” exposure (offset partially by voluntary deferrals into stock units) .
  • Floating director status: Structure implies shorter nomination cycles (one‑year terms, typically two cycles) for floating directors; while full voting rights are maintained, shorter cycles may limit long-term continuity on committees unless transitioned to core director status .
  • Related party transactions: The bank engages in ordinary-course lending to related parties on market terms; no transactions >$120,000 beyond such loans were reported for 2024, but related-party lending remains a governance area to monitor for credit risk and preferential treatment concerns .

• Compensation committee independence and process: Committee composed of independent directors; met once in 2024; no compensation consultants retained; executive incentives tied to EPS, loan/deposit growth, ROA/ROE at bank level, indicating a pay-for-performance framework for management that the board oversees .