Matthew Branstetter
About Matthew Branstetter
Matthew F. Branstetter is Senior Vice President and Chief Operating Officer of United Bancorp, Inc. and Unified Bank; he has held this executive role over the past five years and is age 57 . United Bancorp’s total shareholder return (value of a $100 investment) was $118.75 in 2024, $143.61 in 2023, and $122.50 in 2022, with consolidated net income of $7.402 million (2024), $8.950 million (2023), and $8.657 million (2022) . In 2025 year-to-date, management highlighted net interest income up $1.116 million (+6.0%) and quarterly YoY net interest income +$591,000 (+9.6%), with net interest margin expanding to 3.66% (+16 bps), framing the operating backdrop for executive incentives tied to earnings and bank performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United Bancorp, Inc. | Senior Vice President – Chief Operating Officer | Past five years | Oversight of corporate operations aligned to EPS and capital return metrics used in incentive plans |
| Unified Bank | Chief Operating and Lending Officer (Principal Position) | Current (as disclosed) | Lending and deposit growth accountability, ROAA/ROAE performance metrics in cash incentive plan |
External Roles
No external directorships or outside roles for Branstetter are disclosed in company filings reviewed .
Fixed Compensation
Multi-year cash compensation for Matthew F. Branstetter:
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary ($) | 203,031 | 215,213 | 231,892 | 253,328 |
| Target Cash Incentive (% of Salary; “Base Multiple”) | 20% | 20% | 20% | 20% |
| Actual Cash Incentive Paid ($; Non-Equity Incentive) | 67,000 | 60,300 | 51,306 | 48,314 |
| Bonus ($) | — | — | — | — |
| All Other Compensation ($) | 7,698 | 5,444 | 5,572 | 4,021 |
| Total Compensation ($) | 277,729 | 280,957 | 288,770 | 565,663 |
Notes:
- All Other Compensation includes employer 401(k) contributions and split-dollar life insurance imputed income (2024: $1,578 401(k); $1,095 life insurance) .
- In 2024, the large increase in “Total Compensation” reflects the addition of a restricted stock award ($260,000 grant-date fair value) .
Performance Compensation
Cash incentive plan design and 2024 outcomes:
| Component | Metric | Weighting | Target Schedule | 2024 Actual | Payout Basis | Vesting |
|---|---|---|---|---|---|---|
| Corporate | Diluted EPS growth vs prior year | 75% | 75%/100%/125%/150%/175%/200% of Base Multiple at 0%/5%/10%/15%/17%/20% EPS growth | EPS fell to $1.27 from $1.57 | Discretionary award at 100% Base Multiple recommended by Compensation Committee | Cash (annual) |
| Bank (Unified) | Loan & deposit growth, ROAA, ROAE | 25% | Threshold/Target/Max set by Committee | Not itemized in proxy | Included in discretionary determination | Cash (annual) |
Long-term equity awards (2018 Stock Incentive Plan):
| Award Type | Shares Granted | Grant-Date Fair Value ($) | Vesting Schedule | Dividend/Vote Rights | Status/Value |
|---|---|---|---|---|---|
| Restricted Stock (RS) | 20,000 | 260,000 | Cliff vest at earliest of normal retirement or 9 years 6 months; specific award vests August 2033 | Unvested shares receive dividends and carry voting rights | Unvested; market value $260,000 at $13.00/share as of 12/31/24 |
Plan mechanics:
- The 2018 Plan reserves 500,000 shares; 301,790 granted to date .
- Acceptance of shares requires execution of a non-compete that activates if the participant departs before normal retirement .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Record Date 3/10/2025) | 47,715 common shares; <1% of class |
| Unvested RS | 20,000 shares; market value $260,000 at $13/share (12/31/24) |
| Options | None outstanding |
| Ownership Trend | 35,671 shares at 3/8/2024; 47,715 shares at 3/10/2025 |
| Hedging Policy | Corporation has not adopted anti-hedging policies for insiders (ability to hedge not restricted) |
| Insider Trading Policy | Formal policy adopted; filed as Exhibit 19 to FY2024 Form 10-K |
| Pledging | No pledging policy disclosure found in reviewed filings |
| Ownership Guidelines | Not disclosed |
Employment Terms
| Provision | Terms |
|---|---|
| Change-in-Control Agreement | Double-trigger: lump-sum cash severance of 2.0× annual compensation upon involuntary termination (other than for cause) following a change in control |
| Non-Compete | Required in connection with acceptance of restricted stock awards; effective if participant leaves prior to normal retirement |
| Clawback | Not disclosed in reviewed filings |
| Tax Gross-Ups | Not disclosed |
| Deferred Compensation | Directors and certain Named Executive Officers may participate in the Deferred Compensation Plan; no NQDC earnings reported for Branstetter in 2024 |
| Pension/Retirement | Defined Benefit Pension Plan (career average earnings formula since 2014); 401(k) with discretionary match up to 6% and 3-year vesting on employer contributions |
| Supplemental Benefits | Split-dollar life insurance plan covering Branstetter; death benefit rights up to 4× annual base salary; economic benefit included in “All Other Compensation” |
| Appointment/Term | Executive officers appointed annually by the Board; serve at-will |
Investment Implications
- Pay-for-performance alignment: Cash incentives are explicitly tied 75% to EPS trend and 25% to bank-level ROAA/ROAE and growth metrics; in a down-EPS year (2024), the Committee used discretion to pay at 100% of Base Multiple, resulting in a reduced but still meaningful payout ($48,314) relative to salary ($253,328) .
- Retention risk vs selling pressure: RS awards are long-dated, cliff-vesting in August 2033 and carry dividends/voting during vesting, which supports retention and reduces near-term forced selling but does allow economic benefit pre-vesting .
- Change-in-control economics: A 2.0× double-trigger severance provides moderate protection without 280G-avoidance specifics disclosed; absence of clawbacks and anti-hedging policies are governance red flags for alignment in downside scenarios .
- Skin-in-the-game: Beneficial ownership rose from 35,671 (2024 record date) to 47,715 shares (2025 record date), though remains <1% of shares outstanding; unvested 20,000 RS adds additional exposure to long-term TSR .
Net-net: Discretion in cash payouts when EPS declines, combined with long-dated RS cliff vesting and lack of anti-hedging policy, produces a mixed alignment profile—solid retention through equity but with potential downside hedging latitude; monitor future say-on-pay outcomes and any adoption of clawback/hedging policies for improved governance signaling .