Dean M. Bowers
About Dean M. Bowers
Independent director of Uwharrie Capital Corp; age 56; first elected in 2018 with current term expiring in 2027. He has 30+ years in the agricultural equipment industry and serves as Regional Sales Manager and Co‑Owner of Quality Equipment, LLC, where he is also Chairman of the Board; he earned a dual degree in Marketing and Management from Appalachian State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quality Equipment, LLC (John Deere dealer; 36 locations across NC/SC/VA) | Regional Sales Manager and Co‑Owner; Chairman of the Board | 30+ years industry experience (current) | Leads sales and governance at multi-state equipment retailer |
| City of Albemarle | Board of Adjustments, Member | Not disclosed | Municipal board service |
| First Lutheran Church of Albemarle | Church Council, Member | Not disclosed | Congregational governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Appalachian State University | Appalachian Corporate Council; Alumni Council | Not disclosed | University advisory and alumni engagement |
| Wake Technical Community College | Advisory board member (creation of Agricultural Systems Technology program) | Not disclosed | Integral member helping establish accredited program |
| Quality Equipment, LLC | Chairman of the Board | Current | Board leadership at privately held company |
Board Governance
- Independence: Classified as an independent director under NASDAQ standards; not among directors flagged as non‑independent under SEC Rule 10A‑3(b) due to affiliated transactions (exceptions are Furr, Morgan, Rankin, Swaringen) .
- Committee assignments: Not listed as a member of the Audit Committee; the full Board serves as the Human Resources & Compensation Committee and as the Nominating Committee (i.e., Bowers participates via full Board) .
- Attendance and engagement: Board met 12 times in 2024; each director attended at least 75% of Board and applicable committee meetings; 16 of 17 directors attended the 2024 annual meeting .
- Term and tenure: First elected in 2018; current term expires in 2027 .
- Board leadership context: CEO is not a member of the Board; chairmanship rotates; risk oversight conducted by the full Board with committee support (Audit; ERM responsibilities assumed by full Board) .
Fixed Compensation
Director fee structure (2024):
- $725 per Board meeting; $100 per committee meeting; Audit Committee members receive $500 per Audit meeting (plus $100 per hour beyond 3 hours); annual retainer $4,000 (paid $3,000 in stock and $1,000 in cash); Chair/Vice Chair/Audit Chair receive $7,500 additional retainer (monthly $625) .
2024 director compensation for Bowers:
| Metric | 2024 |
|---|---|
| Fees earned or paid in cash ($) | $9,700 |
| Stock awards ($) | $2,995 |
| Option awards ($) | — |
| All other compensation ($) | — |
| Total ($) | $12,695 |
Performance Compensation
Equity grants (retainer shares) in 2024:
| Grant component | Details |
|---|---|
| Semi-annual share grants | 193 shares in June 2024; 178 shares in December 2024 (part of $3,000 stock retainer; values computed under ASC 718) |
| Options | No option awards; the Company has not issued stock options since 2008 and options are not a major compensation element |
No performance-based metrics are disclosed for director compensation; equity is a fixed retainer paid in shares rather than performance shares or options .
Other Directorships & Interlocks
- The proxy states no director is, nor has been in the last five years, a director of any other company with SEC-registered securities or a registered investment company (i.e., no public company interlocks) .
Expertise & Qualifications
- 30+ years of operational and sales leadership in agricultural equipment across a multistate dealership network; board chair experience at Quality Equipment .
- Education: Dual degree in Marketing and Management, Appalachian State University .
- Community and advisory roles spanning higher education, municipal boards, and faith-based governance, indicating broad stakeholder engagement .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| April 6, 2025 | 8,284 | <1% | Directors generally exercise sole voting/investment power unless noted; none of the identified individuals held stock options as of the date referenced |
Governance Assessment
- Alignment: Personal share ownership (8,284 shares) plus equity retainer create ongoing alignment with shareholders; director equity granted semiannually in shares (not options) .
- Independence and oversight: Bowers is independent under NASDAQ, and not among those with related-party lending exceptions under SEC Rule 10A‑3(b); he is not on the Audit Committee (financial expert designation is held by S. Todd Swaringen) .
- Engagement: Met the Company’s minimum attendance threshold (≥75%); Board met 12 times in 2024, indicating regular cadence of oversight .
- Compensation structure: Director pay is modest and primarily service-based (meeting fees and small equity retainer); no option awards; company-wide practice has not used options since 2008 .
- Related-party/Interlocks: Related-party transactions disclosed in the proxy name specific individuals/family relationships unrelated to Bowers; the “Director Relationships” section indicates no public company cross-directorships in the last five years .
- RED FLAGS / considerations for investors:
- The Company has not adopted a hedging policy limiting directors’ and employees’ ability to hedge company stock, which may dilute alignment with long-term TSR if used; investors often expect explicit anti-hedging/anti-pledging policies .
- Full Board acting as Human Resources & Compensation and Nominating Committees may be efficient for a smaller issuer, but some investors prefer standing independent committees with separate meetings for compensation and nominations .