Mary N. Klauder
About Mary N. Klauder
Mary N. Klauder (age 46) is an independent director of Uwharrie Capital Corp (UWHR), first elected in 2023 with her current term expiring in 2026. She is Senior Director of Financial Planning & Analysis at Sonesta International Hotels Corporation (2022–present), with prior FP&A leadership at Extended Stay America, Inc. (2012–2020) and budgeting/planning at Monarch, Inc. (2020–2022). She began her career in Audit and Advisory at Ernst & Young, LLP in 2001, holds B.S. and M.S. degrees in Accountancy from Wake Forest University, and is a CPA in North Carolina (inactive). She serves on UWHR’s Audit Committee and is considered independent under NASDAQ and SEC Rule 10A‑3(b).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Extended Stay America, Inc. | Senior Director, FP&A | 2012–2020 | Led financial planning and reporting at a publicly traded integrated hotel owner/operator; multi‑industry finance expertise cited by UWHR. |
| Monarch, Inc. (healthcare provider) | Director of Budgeting & Planning | 2020–2022 | Budgeting and planning leadership in healthcare services; broadened operating exposure. |
| Ernst & Young, LLP | Audit and Advisory | Began 2001 | Foundation in technical accounting/audit for SEC registrants. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sonesta International Hotels Corporation | Senior Director, FP&A | 2022–present | Global hospitality company with >1,200 hotel properties; leads FP&A. |
| Girls on the Run Union County | Co‑Founder | Not specified | Community involvement; governance perspective on social impact. |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee met 4 times in 2024; chair is Frank A. Rankin III; S. Todd Swaringen designated “audit committee financial expert.” All members are financially literate; members (except Messrs. Furr, Rankin, Swaringen) are independent.
- Independence: The Board determined Mary Klauder is independent under NASDAQ standards and SEC Rule 10A‑3(b); exceptions apply only to Messrs. Furr, Morgan, Rankin, and Swaringen due to arm’s‑length banking transactions.
- Attendance: The Board held 12 regular meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; 16 of 17 directors attended the 2024 annual shareholder meeting.
- Risk oversight: Board conducts risk oversight via Audit, Human Resources & Compensation (full Board), Nominating (full Board), ERM, Senior Risk Management, IT Steering, and Credit committees. The IT Steering Committee reports to the Audit Committee.
Fixed Compensation
- Structure (2024): $725 per Board meeting; $100 per committee meeting; $500 per Audit Committee meeting (plus $100/hour if >3 hours); annual retainer $4,000 (paid $3,000 in stock and $1,000 in cash); additional $7,500 annual retainer applies to Board Chair/Vice Chair and Audit Chair (not applicable to Klauder in 2024).
| Director Compensation (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 11,700 | Meeting fees + cash retainer. |
| Stock Awards (retainer shares) | 2,995 | 193 shares (June 2024) + 178 shares (Dec 2024); aggregate fair value under ASC 718. |
| Option Awards | — | No option grants to directors. |
| Total | 14,695 | Sum of cash and stock. |
Performance Compensation
- No performance‑based elements for directors were disclosed (no PSUs/RSUs, no option grants, no performance metrics tied to director pay).
| Performance Metric Category (Director Pay) | 2024 Disclosure |
|---|---|
| Revenue/EPS/TSR targets tied to director compensation | None disclosed; director pay is retainer + meeting fees + stock retainer. |
| Equity with performance vesting | None (director stock retainer grants; no options since 2008). |
Other Directorships & Interlocks
| Company | Role | Overlap Period | Notes |
|---|---|---|---|
| None (public company directorships) | — | — | The proxy states no director is, nor has been in the last five years, a director of any other Exchange Act‑registered company or registered investment company. |
Expertise & Qualifications
- Credentials: Wake Forest University B.S. and M.S. in Accountancy; CPA (NC, inactive).
- Functional expertise: Business, finance, FP&A, accounting, management; AC member; financially literate.
- Industry breadth: Hospitality, real estate lodging, healthcare; SEC registrant experience cited.
Equity Ownership
| Ownership Detail (as of April 6, 2025) | Value |
|---|---|
| Shares Beneficially Owned | 8,952 |
| Ownership % of Shares Outstanding | <1% (less than 1%) |
| Options (exercisable/unexercisable) | None held; no stock options outstanding among identified individuals. |
| Pledged/Hedged Shares | No pledging disclosure; Company has not adopted a hedging policy for directors/employees. |
- Stock ownership policy: Nominees must comply with Uwharrie Capital Corp Stock Ownership Guidelines by Directors (policy available on request); individual compliance status not disclosed.
Governance Assessment
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Positive indicators:
- Independence under SEC Rule 10A‑3(b) and NASDAQ; service on Audit Committee; financially literate.
- Attendance threshold met (≥75% of Board/committee meetings in 2024).
- Diverse finance/FP&A and accounting background across hospitality and healthcare; former Big Four audit/advisory experience.
-
Potential risk indicators and red flags:
- Hedging policy: Company has not adopted a policy restricting director/employee hedging of company stock—commonly viewed as a shareholder‑alignment risk.
- Director compensation design: Primarily fixed cash plus stock retainer; no disclosed performance‑linked director compensation elements (could reduce pay‑for‑performance linkage at board level).
- Related‑party context at company level: Certain directors are not independent under SEC Rule 10A‑3(b) due to ordinary‑course banking transactions; while Klauder is independent, this raises broader board‑level conflict monitoring needs.
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Other notes:
- Audit Committee composition includes a designated “financial expert” (S. Todd Swaringen) and clear chartered oversight of auditor independence, internal controls, and IT security via reporting.