Scott Everson
About Scott Everson
Scott A. Everson (age 57) is Chairman, President and CEO of United Bancorp, Inc. (UBCP) and Unified Bank; he has served as a director since 2009 and was appointed Chairman in October 2024 . Everson holds a B.A. in Business Administration/Finance from Westminster College (1990) and completed the Ohio School of Banking, Graduate School of Banking (UW–Madison), and the Executive Banking Institute . Under his leadership, UBCP reported 2024 net income of $7.402 million and diluted EPS of $1.27, down from 2023 due to margin compression and higher credit loss provisions . Over the decade 2014–2024, UBCP grew assets by $406 million (99%), net income by $4.8 million (179%), diluted EPS by $0.74 (140%), market value/share by $4.95 (61%), and dividends/share by $0.525 (159%) according to the CEO’s shareholder letter .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United Bancorp, Inc. | Senior VP & COO | 2002–Apr 2011 | Led corporate operations pre-CEO tenure . |
| United Bancorp, Inc. | Executive VP & COO | Apr 2011–Apr 2013 | Elevated operating responsibility at the holding company . |
| United Bancorp, Inc. | President & COO | Apr 2013–Apr 2014 | Transition role prior to CEO appointment . |
| United Bancorp, Inc. | President & CEO (also Director since 2009) | Apr 2014–Oct 2024 | Drove earnings and growth through rising-rate cycles . |
| United Bancorp, Inc. | Chairman, President & CEO | Oct 2024–present | Unified leadership; board cites efficiency/accountability rationale . |
| Unified Bank (affiliate) | Joined bank; SVP Retail Banking | 1991; Apr 1999 | Advanced retail banking leadership foundation . |
| Unified Bank | President & COO; Director | May 2002 | Bank-level leadership and governance . |
| Unified Bank | Chief Executive Officer | Nov 2004 | Full P&L responsibility at bank subsidiary . |
| Unified Bank | Chairman, President & CEO | Apr 2014–present | Consolidated leadership roles at the bank . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ohio Bankers League | Government Relations Council | Ongoing | Policy engagement on legislative issues affecting banking . |
| Federal Reserve Bank of Cleveland | SW PA & N. WV Business Advisory Council | Ongoing | Regional economic and monetary policy advisory input . |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Total Compensation ($) |
|---|---|---|---|
| 2024 | 485,331 | 4,532 (includes $1,738 life insurance benefit) | 940,030 |
| 2023 | 466,378 | 12,684 | 606,824 |
| 2022 | 431,375 | 11,224 | 561,172 |
Director fees paid to Mr. Everson are included in Salary per proxy disclosure .
Performance Compensation
| Year | Non-Equity Incentive ($) | Stock Awards ($) | Option Awards ($) |
|---|---|---|---|
| 2024 | 125,167 | 325,000 (restricted stock) | — |
| 2023 | 127,762 | — | — |
| 2022 | 118,573 | — | — |
Performance plan structure and 2024 outcome:
- Annual cash incentive: Base multiple for CEO = 25% of base salary; 75% of award tied to UBCP EPS vs prior year, 25% to bank-level metrics (loan/deposit growth, ROAA, ROAE) . 2024 diluted EPS was $1.27 vs $1.57 in 2023; Compensation Committee awarded a discretionary payout of 100% of base multiple for officers for 2024 .
- Restricted stock: Awards generally cliff-vest over 9.5 years; unvested shares receive dividends and are voteable . Everson’s outstanding 25,000-share award vests in August 2033 (market value at 12/31/24: $325,000 at $13/share) .
2024 incentive metric detail
| Metric | Weight | Target/Scale | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| EPS growth vs prior year | 75% | 0%–200% of base multiple scale (equal to +20% EPS growth yields 200%) | 2024 EPS $1.27 vs $1.57 in 2023 | Discretionary 100% of base multiple for 2024 | Cash, annual |
| Bank: loan growth, deposit growth, ROAA, ROAE | 25% | Committee-set thresholds/targets | Not specifically disclosed | Incorporated in discretionary outcome | Cash, annual |
| Restricted stock (RS) | N/A | Long-term retention equity | 25,000 shares outstanding for Everson; vest Aug 2033 | N/A | Cliff vest ~9.5 years; dividends accrue |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 138,609 common shares; 2.32% of outstanding (record date March 10, 2025) . |
| Unvested restricted shares | 25,000 shares outstanding (market value $325,000 at $13/share) . |
| Options | None outstanding (exercisable or unexercisable) . |
| Dividends and voting on unvested RS | Unvested RS receive dividends and may be voted by participants . |
| Insider reporting | Company states all Section 16 filings were timely in 2024 . |
| Hedging policy | The Corporation has not adopted any practice or policies restricting hedging transactions by insiders . |
Note: The proxy does not provide a stock ownership guideline for executives in the cited sections; pledging practices are not discussed in the cited sections. Unvested shares vest in August 2033, indicating limited near-term supply from vest-related sales .
Employment Terms
| Provision | Summary |
|---|---|
| Change-in-control (CIC) | Double trigger: upon CIC and involuntary termination (other than for cause), Everson receives a lump-sum cash payment equal to 2.99× his annual compensation . |
| Clawback | 2023 clawback policy adopted to comply with Exchange Act 10D and Nasdaq, requiring recoupment of erroneously awarded incentive compensation upon accounting restatement (covers last 3 completed fiscal years) . |
| Non-compete | Acceptance of restricted stock is subject to execution of a non-compete agreement that takes effect if the participant leaves before normal retirement . |
Board Governance & Service
- Board service and roles: Director since 2009; appointed Chairman in October 2024; also serves as CEO, combining Chair/CEO roles. The Board cites unified leadership and efficient strategy execution as rationale, with ongoing evaluation of leadership structure and risk oversight .
- Committees and meetings:
- Executive Committee: Everson (Chairman, President & CEO), Gary W. Glessner, John M. Hoopingarner; met 4 times in 2024; oversees risk (market, credit, compliance, IT) and ALM .
- Audit Committee: Glessner (Chair), Hendershot, Hoopingarner, Schunn; independent per Nasdaq; recommended inclusion of 2024 audited financials and appointed auditor .
- Compensation Committee: Glessner (Chair), Hoopingarner; both independent; determines executive and director compensation .
- Nominating & Governance Committee: Hoopingarner (Chair), Glessner; both independent .
- Board met 4 times in 2024; all directors attended the annual meeting and at least 75% of combined board/committee meetings .
- Director compensation: For Everson, director fees are reported as Salary in the Summary Compensation Table .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($000s) | 8,657 | 8,950 | 7,402 |
| Value of $100 Investment (TSR, $) | 122.50 | 143.61 | 118.75 |
Contextual 2024 performance commentary: UBCP navigated higher-for-longer rates, NIM compression, and higher credit loss provisions; management expects strategic investments to support improved growth over the next 12–24 months . The CEO’s letter highlights decade-long gains across assets, earnings, EPS, market value, and dividends .
Compensation Structure Analysis
- Mix and philosophy: Three components—base salary, annual cash incentive, long-term restricted stock—benchmarked to banking surveys; committee emphasizes pay-for-performance but retains discretion .
- 2024 discretion despite EPS decline: With EPS down year over year ($1.27 vs $1.57), the committee awarded a discretionary 100% base multiple payout, decoupling payout from the EPS grid for the year .
- Long-dated equity: Restricted stock cliff-vests over ~9.5 years; Everson’s 25,000 shares vest in Aug 2033, supporting retention but limiting direct performance linkage during the vesting period; unvested shares accrue dividends .
- Governance safeguards: A compliant clawback policy was adopted in 2023 ; however, the company has not adopted an anti-hedging policy—a governance gap relative to many peers .
Investment Implications
- Alignment and retention: Everson’s 2.32% stake and long-dated 25,000-share unvested award (vesting Aug 2033) indicate solid alignment and low near-term vesting-related selling pressure, supportive of continuity through the current rate cycle .
- Pay-for-performance risk: The 2024 discretionary cash bonus despite EPS declines suggests the committee may prioritize retention and judgment over formulaic outcomes, which could weaken pay-performance sensitivity if repeated .
- Governance watch items: Combined Chair/CEO role concentrates authority (mitigated by independent committees), and absence of an anti-hedging policy is a red flag for alignment; investors may seek adoption of anti-hedging (and clarity on pledging) to strengthen governance .
- CIC and severance: A 2.99× CIC multiple for Everson (double trigger) is at the high end for smaller banks, implying potentially material cash outflow in a sale scenario but also reducing transition risk during strategic reviews .
- Performance credibility: Decade-long value creation metrics and consistent profitability (2022–2024 net income $8.657M → $8.950M → $7.402M) underpin execution credibility, though near-term earnings are rate-sensitive with TSR retracing in 2024 .