Frank A. Rankin, III
About Frank A. Rankin, III
Frank A. “Alex” Rankin, III (age 69) is an independent director of UWHR, first elected in 2003, and currently serves as Chair of the Company’s Audit Committee . He has over 40 years of civil engineering and land surveying experience at Concord Engineering & Surveying, Inc. (CESI), where he is Special Projects Manager; he previously served as Vice President (1983), President (1998), and sold his equity back to CESI in 2018 . Rankin holds a B.S. in Biological & Agricultural Engineering from NC State and is both a Professional Engineer and Professional Land Surveyor in North Carolina and other states .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Concord Engineering & Surveying, Inc. (CESI) | First full-time employee; VP; President; Special Projects Manager | Started part-time 1978; VP in 1983; President in 1998; Special Projects Manager since 2018; sold equity back to CESI in 2018 | Led operations and management; oversaw surveying and civil engineering projects |
| Uwharrie Capital Corp / Uwharrie Bank | Chair of the Board | 2018–2020 | Governance leadership for holding company and bank |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cabarrus Regional Chamber of Commerce | Past Chair | Not disclosed | Community leadership |
| Coltrane Life Center | Past Chair | Not disclosed | Community leadership |
| Uwharrie Bank predecessor | Founder and Past Chair | Not disclosed | Founding governance role |
| Uwharrie Bank | Initial Board Member | Not disclosed | Foundational board service |
| Concord Rotary Club | Past Chair | Not disclosed | Civic leadership |
| Cabarrus Board of Health | Member | Not disclosed | Public health oversight |
| North Carolina Society of Surveyors | Board of Directors | Not disclosed | Professional governance |
| Concord Downtown Development Corporation | President (twice) | Not disclosed | Urban development leadership |
| North Carolina Workforce Development Commission | Member | 2001–2015 | Workforce policy |
| Carolina Thread Trail | Governing Board, Past Chair | Not disclosed | Regional planning |
| American Leadership Forum | Senior Fellow | Not disclosed | Leadership recognition |
| NC Land Records Advisory Committee (NC Secretary of State) | Member (reappointed) | Reappointed in 2022 | Land records governance |
| NC Geographic Information Coordinating Council | Chair | Jan 2018–Nov 2021 | State GIS policy leadership |
Board Governance
- Committee assignments: Rankin is Chair of the standing Audit Committee; current members are Rankin (Chair), Merlin Amirtharaj, Allen K. Furr, Mary N. Klauder, Chris M. Poplin, Vernon A. Russell, and S. Todd Swaringen; committee met four times in 2024 .
- Independence: The Board deems directors independent per NASDAQ standards; however Messrs. Furr, Morgan, Rankin, and Swaringen are not independent under SEC Rule 10A-3(b) due to ordinary-course, arm’s-length bank transactions (amounts not material). The Board states all such transactions are at arm’s length and comparable to third-party terms .
- Attendance and engagement: The Board held 12 regular meetings in 2024; each director attended at least 75% of Board and committee meetings; 16 of 17 directors attended the 2024 annual meeting .
- Compensation and nominating: The full Board served as the Human Resources & Compensation Committee and the Nominating Committee during 2024; neither met independently in 2024; formal charters are attached as Exhibits .
Audit Committee Oversight Data
| Category | 2024 | 2023 |
|---|---|---|
| Audit Fees | $330,215 | $369,241 |
| Tax Fees | $12,893 | $32,734 |
| Audit-Related Fees | — | — |
| All Other Fees | — | — |
| Total Fees | $343,108 | $401,975 |
The Audit Committee (chaired by Rankin) reported on auditor independence, pre-approval policies, and recommended shareholder ratification of Forvis Mazars, LLP for 2025 .
Fixed Compensation
Director compensation structure (2024):
- Board meeting fee: $725 per meeting .
- Committee meeting fee: $100 per meeting; Audit Committee members receive $500 per Audit Committee meeting; if an Audit Committee meeting exceeds 3 hours, an additional $100 per hour is paid .
- Annual director retainer: $4,000 paid semi-annually, with $3,000 in Company common stock and $1,000 cash .
- Additional annual retainer: $7,500 for Board Chair, Vice Chair, and Audit Committee Chair, paid $625 monthly .
2024 Director Compensation – Frank A. Rankin, III
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $16,075 |
| Stock Awards (fair value) | $2,995 |
| Option Awards | — |
| All Other Compensation | — |
| Total | $19,070 |
| Audit Committee Chair Retainer (Jun–Dec 2024) | $4,375 |
| Equity Retainer Shares (June 2024) | 193 shares |
| Equity Retainer Shares (Dec 2024) | 178 shares |
Performance Compensation
| Performance-Based Element | Details |
|---|---|
| Options | None for directors in 2024 (Option Awards “—”) ; as of April 6, 2025, no identified individuals had stock options outstanding |
| PSUs/Performance Shares | Not disclosed for directors; no performance-based equity described (director equity is retainer stock grants) |
| Cash Bonus tied to metrics | Not disclosed for directors; director fees are attendance/retainer-based |
No director-specific performance metrics (e.g., TSR, revenue growth) are disclosed for determining director compensation .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other current public company boards | None; “No director is, nor has been in the last five years, a director of any other company” with Exchange Act-registered securities or registered investment companies |
| Committee roles at other publics | None disclosed (consistent with above) |
| Interlocks with competitors/suppliers/customers | Ordinary-course banking relationships with entities affiliated with certain directors, including Rankin; transactions at arm’s length, not material; drives 10A-3(b) non-independence classification |
Expertise & Qualifications
- B.S. Biological & Agricultural Engineering, NC State University; Professional Engineer and Professional Land Surveyor registrations in NC and other states .
- Extensive small business management and civic leadership experience in Cabarrus County; past chair roles across multiple civic organizations; statewide data and GIS governance leadership .
- Board experience includes service as Chair of Uwharrie Capital Corp and Uwharrie Bank (2018–2020) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Frank A. (Alex) Rankin, III | 50,508 | <1% (based on 7,061,777 shares outstanding) | No stock options outstanding; nature of ownership not further broken out in proxy |
| Shares Outstanding (reference) | 7,061,777 | — | As of April 6, 2025 |
- Stock ownership guidelines: The Company requires nominees to comply with its Policy Statement and Guidelines for Director Stock Ownership; policy available upon request; specific multiples not disclosed in the proxy .
- Hedging policy: The Company has not adopted any policy restricting hedging by employees or directors (anti-hedging absent) .
- Pledging policy: No pledging policy disclosure in the proxy; no pledging by Rankin disclosed .
Governance Assessment
-
Strengths:
- Long-tenured director with deep local market and small business expertise; prior service as Board Chair of the Company and Bank, indicating significant governance experience .
- Active Audit Committee leadership; documented pre-approval and independence oversight of external auditors; modest non-audit fees relative to audit fees .
- Board-level attendance threshold met (≥75%) and high annual meeting participation (16 of 17) .
-
Concerns / RED FLAGS:
- Audit Committee Chair not independent under SEC Rule 10A-3(b) due to ordinary-course banking relationships—raises independence optics for audit oversight despite NASDAQ-standard independence and “financially literate” status across members .
- Full Board functioning as Compensation and Nominating Committees and not meeting independently in 2024—may dilute committee specialization and independent deliberation .
- Absence of anti-hedging policy for directors and employees weakens alignment and risk controls; no disclosure of anti-pledging policy .
- Director compensation is largely attendance/retainer-based without disclosed performance conditions; equity grants are retainer stock, not performance-linked .
-
Alignment & Ownership:
- Rankin’s beneficial ownership of 50,508 shares reflects meaningful ownership but remains <1% of outstanding shares, consistent with a dispersed shareholder base .
- The Company requires compliance with director stock ownership guidelines for nominees, but quantitative thresholds and compliance status are not disclosed in the proxy .