Aaron D. Bates
About Aaron D. Bates
Aaron D. Bates (age 39) is an independent director of Uwharrie Capital Corp, first elected in 2023. He is an attorney and owner of Bates Law Firm, PLLC (Wadesboro, NC), with prior practice at Clodfelter Law Office; education includes a B.A. in Economics and Political Science (UNC Chapel Hill, 2007) and a J.D. summa cum laude (North Carolina Central School of Law, 2010) . He has community leadership experience, including serving as chair of the Anson County Chamber of Commerce .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clodfelter Law Office, PLLC | Attorney | 2010–2015 | Practicing attorney in Anson County |
| Bates Law Firm, PLLC | Owner/Attorney | 2015–present | Civil and criminal litigation expertise; community leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Anson County Chamber of Commerce | Chair | Not disclosed | Community leadership; cited in director biography |
Board Governance
- Board/class/tenure: Staggered three-year terms; Bates nominated for a three-year term at the May 20, 2025 meeting; first elected 2023 .
- Independence: Board uses NASDAQ independence standards; Bates is independent (exceptions noted for Furr, Morgan, Rankin, Swaringen under SEC Rule 10A‑3(b), due to ordinary-course banking transactions) .
- Committees: Full Board serves as Human Resources & Compensation and Nominating Committees; Bates participates by virtue of Board membership; he is not listed on the Audit Committee in 2025 (members: Rankin—Chair, Amirtharaj, Furr, Klauder, Poplin, Russell, Swaringen) .
- Attendance: Board met 12 times in 2024; each director attended ≥75% of Board/committee meetings; 16 of 17 directors attended the 2024 annual meeting .
- Risk oversight: ERM responsibilities at full Board level; IT Steering and Bank Credit Committee report to Audit Committee and Board; Board leadership is independent (CEO is not on Board) and chair/vice chair roles rotate under term limits .
Fixed Compensation
| Year | Fees Earned or Paid in Cash (USD) | Stock Awards (USD) | Option Awards | All Other Compensation | Total (USD) |
|---|---|---|---|---|---|
| 2023 | $9,225 | $2,987 | — | — | $12,212 |
| 2024 | $9,700 | $2,995 | — | — | $12,695 |
- Director pay structure (2024): $725 per Board meeting; $100 per committee meeting; Audit Committee members $500 per meeting plus $100/hour over 3 hours; annual retainer $4,000 (paid semi-annually: $3,000 in stock, $1,000 in cash); additional $7,500 annual retainer for Board Chair, Vice Chair, and Audit Chair (paid $625/month) .
Performance Compensation
| Component | Grant Details | Vesting | Performance Metrics |
|---|---|---|---|
| Equity retainer shares | 193 shares (June 2024) and 178 shares (December 2024), aggregate fair value $3,000 | Not an option; shares granted as part of annual director retainer | No performance metrics; time-based retainer equity only |
- Options/PSUs: No options or PSUs granted to directors; company has not issued stock options since 2008; director equity is primarily retainer stock; no disclosed performance-based director awards .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (current/prior 5 years) | None; “No director is, nor has been in the last five years, a director of any other company with a class of securities registered under Section 12 or subject to Section 15(d), or any registered investment company.” |
| Interlocks/conflicts | Some directors have ordinary-course banking relationships causing non-independence under SEC Rule 10A‑3(b); Bates is not listed among exceptions . |
Expertise & Qualifications
| Domain | Evidence |
|---|---|
| Legal (civil/criminal litigation) | Biography emphasizes extensive litigation experience |
| Education | UNC Chapel Hill (Economics, Political Science); NCCU School of Law, summa cum laude |
| Community leadership | Former chair, Anson County Chamber of Commerce |
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Shares beneficially owned | 1,025 (less than 1% of shares outstanding) | 1,420 (less than 1% of shares outstanding) |
| Shares outstanding (basis for % calc) | 7,103,003 | 7,061,777 |
| Ownership guidelines | Directors must comply with Company’s “Policy Statement and Guidelines for Stock Ownership by Directors” (details not disclosed in proxy) |
- Pledging/hedging: Company has not adopted a hedging policy for directors/employees, which may indicate weaker alignment safeguards relative to peers .
Insider Trades (Forms 3/4/5)
| Date | Form | Summary |
|---|---|---|
| Nov 19, 2024 | Form 4 | Statement of changes in beneficial ownership (director transaction) |
| Dec 18, 2024 | Form 4 | Acquisition represents payment for portion of annual director compensation; holdings include Simple IRA via Pershing LLC as custodian |
| Jun 18, 2025 | Form 4 | Statement of changes; filing shows custodian language and director transaction entry |
Shareholder Voting Signal (2025 Election)
| Nominee | Votes For | Votes Withheld | Broker Non‑Votes |
|---|---|---|---|
| Aaron D. Bates | 2,981,972 | 77,924 | 1,239,431 |
- Outcome: Elected to a three-year term; auditor ratification also approved (Forvis Mazars, LLP: For 4,251,819; Against 1,787; Abstain 45,721) .
Governance Assessment
-
Positives:
- Independent director with clear legal expertise and community leadership; no public-company interlocks (reduces external conflicts) .
- Strong shareholder support in 2025 election; no material related-party issues disclosed for Bates .
- Board maintains separate Audit Committee with designated financial expert; CEO not on Board (supports independence) .
-
Concerns / RED FLAGS:
- No hedging policy adopted for directors/employees; hedging can undermine alignment if permitted, even if insider-trading compliance exists .
- Compensation governance: Full Board acts as Human Resources & Compensation and Nominating Committees (may dilute committee independence specialization vs. best practice) .
- Some directors are not independent under SEC Rule 10A‑3(b) due to banking relationships (systemic for bank boards but still a governance softness); Bates not among exceptions .
-
Alignment:
- Equity retainer ensures some ownership, but Bates’s holdings remain <1%; no report of pledging; stock ownership guideline exists though compliance thresholds not disclosed publicly .
-
Attendance/Engagement:
- ≥75% attendance threshold met by all directors in 2024; board met 12 times (adequate cadence for a bank holding company) .
Overall, Bates appears as an independent legal practitioner contributing litigation and governance skills with strong shareholder support, modest equity alignment via retainer shares, and no specific conflicts disclosed. The absence of a formal hedging policy and broad use of full-board committees are governance areas to monitor .