Randall Greenwood
About Randall Greenwood
Randall M. Greenwood, age 61, serves as Senior Vice President, Chief Financial Officer and Treasurer of United Bancorp, Inc. (UBCP) and has held this position over the past five years . As CFO, he certified the company’s 2024 Form 10-K, including Section 302 and 906 certifications, attesting to fair presentation and controls, and led remediation of a disclosed material weakness related to available‑for‑sale securities valuation identified and corrected before issuance, with procedures remedied in Q1 2025 . Company performance during his tenure shows 2024 net income of $7.402 million and diluted EPS of $1.27 versus $8.950 million and $1.57 in 2023; total shareholder return (TSR) from a fixed $100 investment stood at 118.75 as of 12/31/2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United Bancorp, Inc. | Senior Vice President, Chief Financial Officer & Treasurer | Past five years | Principal financial leadership; oversight of reporting, capital, liquidity |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | — |
Fixed Compensation
| Metric ($USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $203,482 | $218,956 | $228,809 |
| All Other Compensation (incl. 401(k) match, split-dollar life insurance imputed income) | $2,777 | $17,309 | $4,457 (401(k) $2,110; life insurance $1,327) |
| Total Compensation | $263,238 | $284,709 | $538,884 |
Notes:
- Split‑dollar life insurance: NEO beneficiaries can be designated up to 4x annual base salary; NEO imputed insurance income included in “All Other Compensation” .
- Company maintains a defined benefit pension plan and 401(k) with discretionary match; individual pension values are not disclosed .
Performance Compensation
| Component | Design | Weighting | Target Schedule | 2024 Actual | Payout & Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive | EPS growth (corporate) + Bank metrics (loans/deposits ROAA/ROAE) | 75% EPS; 25% bank metrics | EPS thresholds: 75%/100%/125%/150%/175%/200% of Base Multiple at 0%/5%/10%/15%/17%/20% YoY EPS growth; CFO Base Multiple = 20% of base salary | Diluted EPS $1.27 vs $1.57 in 2023 (YoY decline) | Discretionary award at 100% of Base Multiple; CFO Non‑Equity Incentive paid $45,618 (≈20% of $228,809 base) |
| Restricted Stock (RSUs) | Granted under 2018 Plan; dividends paid on unvested shares; voting rights | — | Cliff vests at earliest of normal retirement or 9.5 years from grant | 20,000 unvested shares outstanding at 12/31/2024 | Vests August 2033; MV $260,000 at $13.00/share |
| Accelerated Vesting (2024) | Compensation Committee action | — | Originally scheduled to vest in 2030 | 10,000 restricted shares accelerated for Greenwood in 2024 | Shares fully vested in 2024 |
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Beneficial Ownership (Direct/Indirect) | 80,831 shares; 1.35% of outstanding |
| Shares Outstanding (Record Date 3/10/2025) | 5,826,988 |
| Unvested RSUs | 20,000 shares; MV $260,000 at $13.00/share; vest August 2033 |
| Options (Exercisable/Unexercisable) | None |
| Dividends on Unvested | Eligible; unvested shares receive dividends and can be voted |
| Pledging/Hedging | Company has not adopted policies restricting hedging or similar transactions by insiders; no pledging disclosures identified |
Stock Ownership Guidelines: Not disclosed. ESOP voting noted; ESOP allocated 394,283 shares .
Employment Terms
| Term | CFO-Specific Provisions |
|---|---|
| Employment Status | Executive officer appointed annually; at‑will service |
| Change‑in‑Control (CIC) | Double trigger: Lump sum equal to 2.0x annual compensation upon involuntary termination (other than for cause) following a CIC |
| Clawback | Policy adopted in 2023; recoup erroneously awarded incentive compensation tied to financial measures over 3 completed fiscal years preceding a restatement |
| Non‑Compete | Execution required upon acceptance of restricted stock award; effective if departure prior to normal retirement |
| Deferred Compensation | Eligible to defer director/officer fees and up to 50% of incentive awards; accounts deemed invested in UBCP stock with dividends credited; distributions in shares/cash upon termination |
| Insider Trading | Formal policy; no Rule 10b5‑1 or non‑Rule 10b5‑1 plans adopted/terminated in Q4 2024 |
Compensation Structure Analysis
- Mix shift and discretion: Despite EPS declining year‑over‑year ($1.27 vs $1.57), the Compensation Committee awarded a discretionary 100% Base Multiple under the cash incentive plan; CFO received $45,618, consistent with 20% of base salary .
- Long‑dated cliff‑vesting RSUs: CFO holds 20,000 unvested shares vesting August 2033, with dividends and voting rights accruing before vesting; 10,000 shares were accelerated in 2024, indicating selective use of vesting discretion .
- Risk controls: Clawback policy in place (Section 10D compliance), but company has not adopted anti‑hedging policies, which may weaken alignment safeguards relative to larger banks that prohibit hedging .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($000s) | 8,657 | 8,950 | 7,402 |
| TSR (Value of $100 Investment at Year‑End) | 122.50 | 143.61 | 118.75 |
Additional context:
- Internal Control: Material weakness identified (AFS fair value not recorded appropriately as of 12/31/2024), discovered and corrected pre‑issuance; remediation implemented in Q1 2025 .
- Strategy & capital: No brokered deposits; uninsured deposits ~17.6%; focus on treasury management, mortgage origination, and new Wheeling, WV branch development to drive revenue and deposits .
Board Governance (CFO-relevant)
- CFO is not a director; governance committees (Audit, Compensation, Nominating & Governance) are composed of independent directors; Audit Committee met 3 times in 2024 .
- Compensation Committee met once in 2024; chartered authority for executive pay determinations .
Investment Implications
- Alignment and retention: Greenwood’s unvested RSUs vest in August 2033, and the CIC agreement (2.0x) plus deferred compensation plan participation create meaningful retention incentives; accelerated vesting in 2024 signals potential willingness to use discretionary retention tools .
- Pay-for-performance tension: 2024 EPS declined, yet cash incentives were awarded at 100% of Base Multiple; repeat discretion absent clear target achievement reduces pay‑for‑performance strictness and could draw investor scrutiny in future say‑on‑pay cycles .
- Execution risk: The 2024 material weakness in internal controls (since remediated) places a spotlight on CFO oversight of financial reporting and valuation controls; continued clean execution will be critical for confidence and multiple support .
- Selling pressure: Accelerated vesting of 10,000 shares in 2024 and dividends on unvested stock add potential flow supply when vesting occurs; however, no option overhang and long‑dated cliff vesting mitigate near‑term pressure .
- Governance safeguards: Clawback policy is in place, but absence of hedging restrictions is a relative red flag; investors may prefer adoption of anti‑hedging/pledging policies to strengthen alignment .