Deidre B. Foster
About Deidre B. Foster
Deidre B. Foster (age 53) is an independent director of Uwharrie Capital Corp, first elected in 2019, with her current term expiring in 2027 . She holds a B.S. in Business Administration from the University of North Carolina at Chapel Hill and previously served as a Human Resources executive at Wells Fargo, including Head of HR for the Commercial Bank and for Global Fixed Income and Global Capital Markets businesses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo | Human Resources Executive; Head of HR for Commercial Bank; Head of HR for Global Fixed Income and Global Capital Markets | Not disclosed | Senior HR leadership roles spanning banking and capital markets |
| Uwharrie Capital Corp/Bank | Director | Elected 2019; current term expires 2027 | Participates on full Board; see committee participation below |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Forest Hill Church (Charlotte, NC) | Ordained Elder; Chairman, Council of Elders; Chair, Finance & Risk Management Committee; Ordained Deacon | Not disclosed | Led governance and finance/risk oversight |
| KinderMourn (Charlotte, NC) | Director; Chair (2013, 2020); Vice Chair; Finance Chair; Secretary; Nomination Chair | 2009–2023 | Multiple leadership positions; governance and finance roles |
| Moments of Hope; Seeds of Hope; Loaves and Fishes (Charlotte, NC) | Board positions | Not disclosed | Community service leadership |
Board Governance
- Independence: Foster is independent under NASDAQ standards and SEC rules; exceptions noted apply to Messrs. Furr, Morgan, Rankin, and Swaringen (not Foster) due to ordinary-course banking transactions .
- Committees: The full Board served as the Human Resources & Compensation Committee and Nominating Committee in 2024 and continues in 2025; these committees did not meet independently (Foster participates as a Board member). She is not listed as a member of the separately designated Audit Committee .
- Attendance: The Board held 12 regular meetings in 2024; each director attended at least 75% of aggregate Board and committee meetings on which they served. Sixteen of 17 directors attended the 2024 annual meeting of shareholders .
- Board leadership: Chair/Vice Chair roles rotated in 2024; Foster did not hold these roles (retainer fees for those roles are disclosed for other directors) .
Fixed Compensation
| Component | Terms (2024) | Amounts (Foster, 2024) |
|---|---|---|
| Annual retainer (cash) | $1,000, paid semi-annually | Included in fees |
| Annual retainer (stock) | $3,000 in common stock; 193 shares (June 2024) and 178 shares (Dec 2024) | $2,995 fair value reported |
| Board meeting fee | $725 per Board meeting attended | Included in $8,975 total cash fees |
| Committee meeting fee | $100 per committee meeting (Audit Committee $500; +$100/hour over 3 hours) | Not applicable if not attending Audit; included in cash fees if applicable |
| Chair/Vice Chair/Audit Chair retainer | $7,500 annual, paid monthly ($625) | Not applicable to Foster |
Director Compensation (2024):
| Name | Fees Earned or Paid in Cash | Stock Awards | Option Awards | All Other Compensation | Total |
|---|---|---|---|---|---|
| Deidre B. Foster | $8,975 | $2,995 | — | — | $11,970 |
Performance Compensation
| Item | Disclosure | Notes |
|---|---|---|
| Performance-based director pay | None disclosed | Director compensation consists of retainers, meeting fees, and stock retainer grants; no options granted and no performance metrics specified for directors |
Other Directorships & Interlocks
- Public company boards: 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 the Exchange Act or registered investment company .
- Interlocks/conflicts: No public company interlocks disclosed; related-party banking transactions causing non-independence under SEC Rule 10A‑3(b) apply to Messrs. Furr, Morgan, Rankin, and Swaringen only, not Foster .
Expertise & Qualifications
- Financial services and capital markets HR leadership experience; prior executive roles at Wells Fargo covering Commercial Bank and Global Fixed Income/Capital Markets .
- Governance and risk oversight experience through church leadership (Council of Elders; Finance & Risk Management Chair) and extensive non-profit board service, including multiple chair roles at KinderMourn .
- Education: B.S., Business Administration, UNC Chapel Hill; recognized as one of three outstanding seniors in a class of ~5,000 .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership Nature | % of Class |
|---|---|---|---|
| Deidre B. Foster | 3,647 | Shared voting and investment power | <1% |
Additional context:
- Stock option holdings: As of April 6, 2025, none of the identified individuals owned any stock options; no incentive stock options outstanding as of year-end for Named Executive Officers (directors also not listed with options) .
- Director stock ownership guidelines: Nominees must comply with the Company’s Policy Statement and Guidelines for director stock ownership; copy available upon request (specific multiples not disclosed) .
Governance Assessment
- Strengths: Independent status under NASDAQ and SEC rules; consistent attendance at or above 75% threshold; broad governance and risk experience from external leadership roles; HR expertise relevant to compensation oversight as the full Board serves as the Human Resources & Compensation Committee and Nominating Committee .
- Alignment: Receives part of annual retainer in stock (semi-annual grants totaling $3,000), supporting ownership alignment; beneficial ownership recorded at 3,647 shares; option grants are not part of director pay, reducing risk of option-related misalignment .
- Potential concerns/RED FLAGS:
- Hedging policy: The Company has not adopted a practice/policy restricting hedging transactions by employees/directors, which can be viewed as a governance weak point relative to alignment best practices .
- Limited disclosed public company board experience: No public company directorships in last 5 years for any director limits networked information flow but also reduces interlock conflicts .
- Related-party exposure: No related-party transactions disclosed for Foster; certain directors are not independent under SEC Rule 10A‑3(b) due to ordinary-course banking transactions, but Foster is not among them .