Chris M. Poplin
About Chris M. Poplin
Chris M. Poplin (age 61) is an independent director of Uwharrie Capital Corp (UWHR), first elected in 2019. He serves as Chief Investment Officer and Chief Operating Officer of Charlotte-based Faison Enterprises, Inc., a private real estate investment firm; prior roles at Faison include CFO (from 2013) and COO (from 2016). He holds a B.S. in Accounting from the University of North Carolina at Charlotte and brings extensive real estate and business finance expertise; he currently serves on UWHR’s Audit Committee. Poplin met director attendance expectations (≥75%) in 2024 and prior cycles disclosed, and he is considered independent under NASDAQ standards and SEC Rule 10A‑3(b) (he is not among the exception list named in the proxy) .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Faison Enterprises, Inc. | CFO (2013–2016), COO (2016–), CIO (by 2023–present) | 1990–present | Treasurer; Investment Committee member; senior finance/ops leadership for real estate investing |
| Ernst & Whinney (now EY) | Audit and tax accountant | Prior to Faison | Foundational public accounting experience |
| Pete A. Harward & Associates | Accountant | Prior to Faison | Accounting experience in Albemarle, NC |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Foundation For The Carolinas | Governing Board (prior); Chair, Finance Committee (prior) | Previously | Civic/financial stewardship roles (noted as previous by 2023 proxy) |
| Stanly County Community Foundation | Chair (prior) | Previously | Local philanthropic leadership |
| St. Martin’s Lutheran Church (Albemarle, NC) | Active member | Ongoing | Community engagement |
Board Governance
- Board/committee attendance and engagement: The Board met 12 times in 2024; each director attended ≥75% of Board and committee meetings. In 2023, the Board met 12 times with the same ≥75% attendance outcome; in 2022 the Board met 13 times with two exceptions (not Poplin) below 75% due to business commitments .
- Committee assignments: Poplin is a member of the Audit Committee. The Audit Committee met 4 times in 2024; current members include Poplin with Frank A. Rankin, III as Chair (2024); prior audit chairs included James O. Campbell (2022) and Allen K. Furr (2019) .
- Independence: The Board determined independence using NASDAQ standards; exceptions to SEC Rule 10A‑3(b) in 2025 were Messrs. Furr, Morgan, Rankin, and Swaringen due to ordinary-course bank transactions—Poplin is not among these exceptions (i.e., independent for audit purposes) .
- Committee structure: During 2024 and 2023, the full Board served as the Human Resources & Compensation Committee and the Nominating Committee (i.e., no separate committee meetings were held), implying Poplin participated in those functions as a director .
Fixed Compensation
- Structure (2024 service year)
- Board meeting fee: $725 per board meeting attended .
- Committee attendance fee: $100 per committee meeting; Audit Committee members receive $500 per meeting; if Audit Committee meetings run >3 hours, $100 per hour additional .
- Annual director retainer: $4,000, paid semi-annually ($3,000 in Company common stock; $1,000 in cash) .
- Chair retainers: $7,500 annually (paid monthly at $625) for the Board Chair, Board Vice Chair, and Audit Committee Chair .
| Component (2024 structure) | Amount | Notes |
|---|---|---|
| Board meeting fee | $725 per meeting | Per meeting attended |
| Committee meeting fee | $100 per committee meeting | Base committee fee |
| Audit Committee member fee | $500 per meeting | +$100/hr beyond 3 hours |
| Annual director retainer | $4,000 | $3,000 stock + $1,000 cash; paid semi-annually |
| Chair retainers | $7,500 | Board Chair, Vice Chair, Audit Chair; paid $625/month |
| Poplin – Director Compensation ($) | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Fees Earned or Paid in Cash | $6,600 | $11,700 | $10,250 | $12,700 | $10,475 |
| Stock Awards | $2,996 | $2,998 | $2,990 | $2,987 | $2,995 |
| Option Awards | — | — | — | — | — |
| All Other Compensation | $1,000 | — | — | — | — |
| Total | $10,596 | $14,698 | $13,240 | $15,687 | $13,470 |
Performance Compensation
- Director equity is a fixed retainer paid in shares; no performance-vested awards or options are disclosed for directors (Option Awards shown as “—” across years; stock awards reflect the fixed stock retainer) .
| Item | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Semi-annual stock grants (shares) | 299 (June), 282 (Dec) | 178 (June), 163 (Dec) | 193 (June), 196 (Dec) | 189 (June), 181 (Dec) | 193 (June), 178 (Dec) |
| Performance metrics for director equity | None disclosed | None disclosed | None disclosed | None disclosed | None disclosed |
Other Directorships & Interlocks
- Public company directorships: “No director is, nor has been in the last five years, a director of any other company” with registered securities—i.e., no other public company boards for Poplin or any UWHR director, limiting interlock risks .
Expertise & Qualifications
- Finance/real estate operator with >30 years at Faison (CFO/COO/CIO), Audit Committee member, and accounting background (Ernst & Whinney). Education: B.S. in Accounting, UNC Charlotte .
- Audit Committee composition includes a designated “financial expert” (S. Todd Swaringen); Poplin contributes finance and investment expertise alongside other members .
Equity Ownership
| As-of Date | Shares Beneficially Owned (Poplin) | Percent of Class | Notes |
|---|---|---|---|
| Mar 26, 2020 | 9,403 | <1% | Includes 4,580 shares held by a trust of which Poplin is co-trustee (shared voting/investment power) |
| Mar 31, 2023 | 8,204 | <1% | Shares over which Poplin shares voting/investment power are included |
| Apr 8, 2024 | 8,741 | <1% | Shares over which Poplin shares voting/investment power are included |
- Options: Proxies disclose no stock options outstanding for identified individuals, including directors, in 2023 and 2024 .
- Ownership guidelines: Nominees must be in compliance with the Company’s Policy Statement and Guidelines for Uwharrie Capital Corp Stock Ownership by Directors (guidelines exist; numeric multiples not disclosed in proxy) .
- Hedging/pledging: The 2022 proxy disclosed the Company had not adopted any policy restricting hedging transactions by employees/directors; later proxies did not state a change. No pledging is flagged for Poplin in ownership footnotes reviewed .
Related-Party Exposure
- Ordinary-course director/officer transactions (e.g., loans) occur via Uwharrie Bank and are governed by Regulation O; Company reports compliance and no preferential terms. 2023–2025 proxies detail family employment relationships for another director (Eudy), not involving Poplin .
- No Poplin-specific related-party transactions were disclosed in the reviewed proxies .
Governance Assessment
-
Strengths
- Independent director with deep finance and real estate background; appropriate for Audit Committee responsibilities .
- Consistent attendance performance (≥75%) in 2024 and prior cycles disclosed; participates in full-Board Compensation and Nominating oversight model .
- No other public company boards (minimizes interlocks) and no Poplin-specific related-party transactions disclosed .
-
Watch items
- Equity alignment is modest: director equity retainer is ~$3,000/year in shares, with total beneficial ownership <1% of shares outstanding; options are not used, and stock-based director pay is small relative to cash/meeting fees .
- Compensation is meeting-fee heavy, which can create per-meeting incentives rather than long-term equity alignment (though common for small-cap/community bank boards) .
- Hedging policy gap: the Company disclosed no policy restricting hedging of company stock (2022 proxy) — a governance red flag for alignment unless later updated (not stated in 2023–2025 proxies) .
-
RED FLAGS
- Absence of a formal hedging prohibition (as disclosed in 2022 proxy) .
- Low equity retainer relative to cash/meeting-based pay, limiting long-term alignment .
Context notes
- Each Company director also serves on the subsidiary Uwharrie Bank board, reinforcing bank-level oversight (as disclosed in prior proxy) .
- Audit Committee met 4 times in 2024; Poplin is a member, with a designated financial expert on the committee .