Brian Hendershot
About Brian M. Hendershot
Brian M. Hendershot (age 53) is an independent director of United Bancorp, Inc. (UBCP), serving on the holding-company board since 2023 after joining the Unified Bank board in 2020. He is President of Ohio-West Virginia Excavating Company and Vice President of HLC Trucking Company, AB&L Concrete & Supply, Inc., and Contractors Supply of WV, LLC; he holds a Bachelor’s degree in Liberal Arts from West Liberty University (1995). The Board has affirmed his independence under Nasdaq rules, specifically evaluating a 2024 vendor engagement between Unified Bank and his company (OWV Excavating) and concluding independence was not impaired. He is one of the inaugural “floating” directors under UBCP’s governance model.
Past Roles
- Not disclosed in the company’s proxy filings.
External Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| Ohio-West Virginia Excavating Company | President | Not disclosed | Leads heavy civil/general contractor; operating experience relevant to credit/construction risk context. |
| HLC Trucking Company | Vice President | Not disclosed | Logistics/operations background. |
| AB&L Concrete & Supply, Inc. | Vice President | Not disclosed | Construction materials experience. |
| Contractors Supply of WV, LLC | Vice President | Not disclosed | Contractor supply operations. |
| Ohio Valley Construction Employers Council (OVCEC) | Director | Not disclosed | Industry network; local market insights. |
| Community Improvement Corporation (CIC) of Belmont County | Director | Not disclosed | Regional economic development exposure. |
Board Governance
- Committee assignments:
- Audit Committee member; committee met 3 times in 2024; Chair: Gary W. Glessner; all members are independent; Glessner designated as the Audit Committee financial expert.
- Attendance and engagement:
- In 2024, all directors attended the Annual Meeting; each director attended at least 75% of board and committee meetings. In 2023, Hendershot did not attend the Annual Meeting due to his appointment on November 22, 2023.
- Board service and structure:
- UBCP director since 2023; Unified Bank director since 2020; serves as an inaugural “floating” director under UBCP’s revised governance framework intended to deepen board bench and facilitate transitions.
- Board met 4 times in 2024. The Chair/CEO roles are combined (Scott A. Everson), with the Board citing efficiency and unified leadership given company size/complexity.
- Independence and related-party review:
- The Board considered Unified Bank’s 2024 construction-services engagement with OWV Excavating (payments exceeded $120,000 but were under 5% of OWV’s consolidated revenue), approved under the Code of Ethics; it concluded this did not impair Hendershot’s independence.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $21,604 | $40,994 |
| Non-Equity Incentive Plan Compensation ($) | — | — |
| Nonqualified Deferred Compensation Earnings ($) | — | — |
| All Other Compensation ($) | $78 | $84 |
| Total ($) | $21,682 | $41,078 |
Director fee schedule (structure applicable to 2024):
- Annual retainer: $7,500; Board meeting fee: $2,431 per meeting.
- Executive Committee and Compensation Committee: $409 per meeting.
- Audit Committee: Chair retainer $1,000; Chair $741 per meeting; other members $460 per meeting (excluding board-integrated sessions).
- Outside Chairman additional retainer $5,000; Bank Lead Director additional $1,000.
- Split-dollar life insurance imputed income reported in “All Other Compensation.”
Performance Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Stock Awards ($) | — | — | No equity grants to directors in 2023–2024. |
| Option Awards ($) | — | — | No options disclosed for directors. |
| Non-Equity Incentive Plan ($) | — | — | Directors not in cash incentive plans. |
| Deferred Compensation Election (Director Fees) ($) | $21,604 deferred | $41,078 deferred | Deferred plan accounts deemed invested in UBCP common stock; credited with dividends; distribution in shares upon separation (installments or lump sum). |
Performance metrics for director compensation are not used; directors receive cash retainers/meeting fees, with optional deferral into stock-denominated accounts.
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Ohio-West Virginia Excavating Company | Private | President | Vendor to Unified Bank in 2024; payments >$120,000; under 5% of OWV’s revenue; independence affirmed after Audit Committee/Code of Ethics review. |
| HLC Trucking; AB&L Concrete; Contractors Supply of WV | Private | Vice President | No specific transactions disclosed with UBCP in 2024. |
| OVCEC; CIC of Belmont County | Non-profit/Local dev. | Director | No conflicts disclosed. |
No other public-company board service is disclosed for Hendershot.
Expertise & Qualifications
- Heavy civil construction and regional infrastructure operations leadership (President of OWV Excavating; VP roles in trucking, concrete, and contractor supply).
- Governance: Member of UBCP Audit Committee; not designated as the audit committee financial expert (designation held by G. Glessner).
- Community and industry engagement via OVCEC and Belmont County CIC board service.
- Education: B.A., West Liberty University (1995).
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Record Date |
|---|---|---|---|
| Brian M. Hendershot | 28,997 | <1% | March 10, 2025 |
| All directors and executive officers as a group | 771,205 | 12.93% | March 10, 2025 |
Additional alignment mechanisms:
- Director deferred compensation accounts are deemed invested in UBCP common stock and credited with dividends; paid out in shares upon separation.
Policy note:
- The Corporation has not adopted a hedging policy restricting insiders from hedging UBCP stock value (no formal practice/policies disclosed).
Governance Assessment
-
Strengths:
- Independent director; Audit Committee member; committee independence affirmed; audit oversight activities documented (reviewed audited financials, recommended inclusion in 10-K, appointed auditors).
- Solid engagement: ≥75% attendance in 2024; attended the 2024 Annual Meeting.
- Ownership/Alignment: 28,997 shares; full deferral of 2024 director fees ($41,078) into the stock-denominated deferred plan enhances alignment.
-
Watch items / RED FLAGS:
- Related-party vendor transaction: Unified Bank engaged OWV Excavating in 2024 with payments >$120,000; while below Nasdaq’s 5% revenue threshold and approved per policy, continued or expanded engagements warrant monitoring for perceived conflicts.
- No hedging policy: Company states it has not adopted practices/policies restricting insider hedging; this can weaken alignment optics versus best practice.
- Combined Chair/CEO: Governance structure concentrates authority in the CEO; places greater onus on independent directors (including Audit Committee) to provide robust oversight.
-
Compensation structure considerations:
- Directors receive cash retainers/meeting fees with no direct equity grants; however, Hendershot’s use of the stock-denominated deferral plan improves “skin-in-the-game.”
Overall, Hendershot’s independence, Audit Committee service, attendance, and full-fee deferral into stock are positive governance signals; the vendor relationship with his company and the absence of a hedging policy are notable for investor monitoring.