John Hoopingarner
About John M. Hoopingarner
Independent director at United Bancorp, Inc. (UBCP); age 70; director since 1992. Of Counsel at McMahon DeGulis LLP, an environmental law firm, with practice focused on water law and natural resource issues; B.A. (Muskingum College, 1976) and J.D. (Ohio Northern University, 1979) . Prior roles include Executive Director & Secretary of the Muskingum Watershed Conservancy District (1989–2020), private practice (10 years), co-owner of a title company, and adjunct instructor in real estate law at Kent State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Muskingum Watershed Conservancy District | Executive Director & Secretary | 1989–2020 | Regional water management leadership; governance of conservation operations |
| Private Law Practice | Attorney | ~10 years (pre-1989) | Legal practice prior to MWCD leadership |
| Title Company (co-owner) | Co-owner | Not disclosed | Real estate title operations |
| Kent State University, Tuscarawas | Adjunct Instructor (Real Estate Law) | Not disclosed | Legal education contributions |
| The Citizens-State Bank of Strasburg (affiliate) | Director; Executive Committee member | Elected 1990; merged into Unified Bank in 1999 | Continued service on Unified Bank Executive Committee post-merger |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| McMahon DeGulis LLP | Of Counsel (environmental law; water law) | Current |
| Muskingum Watershed Conservancy Foundation | Board Member | Current |
| Ohio River Valley Water Sanitation Commission (ORSANCO) | Commissioner (appointed by Gov. Kasich) | Appointed 2015 |
| Various non-profits (Red Cross, YMCA, developmental disabilities boards, Water Management Association of Ohio, Water Research Foundation of Ohio, Ohio Water Resources Council, Foundation for Appalachian Ohio, Dover Public Library) | Prior board service | Not disclosed |
Board Governance
- Independence: Board determined Hoopingarner is independent under Nasdaq standards; only CEO Everson is non-independent .
- Committee assignments (2024): Executive Committee member (met 4x); Audit Committee member (met 3x); Compensation Committee member (met 1x); Chair, Nominating & Governance Committee (met 1x) .
- Attendance: All directors attended the 2024 Annual Meeting; each director attended at least 75% of combined Board and committee meetings in 2024 .
- Risk oversight: As Executive Committee member, participates in oversight of market/interest rate risk, credit risk, compliance risk; IT and cybersecurity risk overseen via Audit Committee (where he is a member) .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $59,863 |
| Stock Awards | $0 |
| Non-Equity Incentive Plan Compensation | $0 |
| Nonqualified Deferred Compensation Earnings | $0 |
| All Other Compensation (split-dollar life insurance imputed benefit) | $337 |
| Deferred under Director Deferred Compensation Plan | $0 |
Director fee structure (policy):
- Annual retainer: $7,500; Board meeting fee: $2,431 per meeting .
- Executive and Compensation Committee meeting fee: $409 per meeting .
- Audit Committee: Chair retainer $1,000 and $741 per meeting; other members $460 per meeting (outside full Board meetings) .
Performance Compensation
- Director equity grants: None disclosed for Hoopingarner in 2024 (no stock awards reported in Director Compensation Table) .
- Metric framework for directors: Not applicable; no performance-based director pay disclosed .
- Company-wide clawback policy (2023): Applies to erroneously awarded incentive-based compensation for current/former executive officers upon restatement; covers cash/equity incentives for 3 prior fiscal years per Exchange Act §10D and Nasdaq standards .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Notes |
|---|---|---|---|
| Public company boards (current) | Public | None disclosed | No other public company directorships disclosed |
| Unified Bank (subsidiary) | Private subsidiary | Director; Executive Committee member | Continuity from Citizens-State Bank merger |
| ORSANCO | Interstate commission | Commissioner | Regulatory/environmental governance; no disclosed related-party transactions with UBCP |
No related-party transactions disclosed for Hoopingarner; only OWV Excavating (linked to Director Hendershot) had payments >$120k in 2024, approved under policy and below Nasdaq 5% revenue threshold for independence; all other related-party transactions either ordinary-course banking or below $120k .
Expertise & Qualifications
- Legal and regulatory expertise in water law and environmental policy; extensive governance experience across public-resource entities and non-profits .
- Long-tenured banking governance: UBCP director since 1992; committee leadership as Chair of Nominating & Governance; multi-committee service (Executive, Audit, Compensation) .
- Regional market ties aligned with UBCP’s geographic footprint .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 43,537 shares |
| Shares outstanding (Record Date) | 5,826,988 |
| Ownership as % of outstanding | ~0.75% (43,537 ÷ 5,826,988) |
| Vested vs unvested breakdown | Not disclosed for Hoopingarner; company notes aggregate restricted awards to certain officers/directors under 2008/2018 plans; unvested shares receive dividends and voting rights |
| Pledging or hedging | No pledging disclosures; company lacks an anti-hedging policy (no formal restrictions on hedging by insiders) |
Governance Assessment
- Strengths: Independent director with deep governance tenure and chairing Nominating & Governance; active on Executive, Audit, and Compensation Committees; positive attendance (≥75%); meaningful personal share ownership (~0.75% of outstanding), aligning interests with shareholders; participates in risk oversight across financial, compliance, and IT domains .
- Neutral/Context: No director stock grants reported for 2024; director compensation is modest, retainer/meeting-fee based, and standard for community banks; deferred compensation plan exists but he did not defer in 2024 .
- Potential red flags to monitor:
- Anti-hedging policy: Company states it has not adopted policies restricting hedging by insiders; shareholder-alignment risk if hedging were used (no use disclosed) .
- Outside affiliations: Of Counsel at McMahon DeGulis LLP and numerous external board roles—no related-party transactions disclosed, but continue monitoring for any engagements between UBCP and entities tied to him .
- Overall: Governance profile supports investor confidence through independence, committee leadership, and attendance; ownership alignment is solid for a micro-cap bank; maintain oversight on hedging policy evolution and any future related-party interactions .