Merlin Amirtharaj
About Merlin Amirtharaj
Independent director of Uwharrie Capital Corp (UWHR); age 66; first elected 2019; current term expires 2026. Retired Associate Vice President, School of Business and Technology, Stanly Community College; prior software programmer/analyst. Education includes BS (University of Kerala), AA in Business Computer Programming, MBA (Finance, Pfeiffer University, 1992), and MS in MIS (Bellevue University, 2002). Serves on the Audit Committee; identified for IT/cybersecurity oversight competence.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanly Community College | Adjunct Instructor → Program Head → Department Head → Associate Dean → Dean → Associate Vice President, School of Business & Technology | 1988–July 2018 | Faculty Senate Chair; chaired several SACSCOC sub-committees; led North Carolina Computer Instruction Association leadership; hosted statewide NC Computer Instruction Conference (~280 attendees) |
| Knowledgeable Solutions, Inc. | Software programmer/analyst | Prior to SCC | Applied information technology experience relevant to board’s cybersecurity oversight |
External Roles
| Organization | Role | Status |
|---|---|---|
| Stanly County Community Foundation Committee | Vice Chair; Chair, Grants Sub-Committee | Current |
| Main Street United Methodist Church (Albemarle) | Member | Current |
| Former Stanly Memorial Hospital Board | Director | Past |
| Stanly County Arts Council | Board member | Past |
| Albemarle Downtown Development Corporation Board | Board member | Past |
Board Governance
- Independence: Independent under NASDAQ standards; not among directors flagged as non‑independent under SEC Rule 10A‑3(b). Audit Committee members (except Furr, Rankin, Swaringen) are independent; Audit Committee members are “financially literate.”
- Committee assignments: Member, Audit Committee (Chair: Frank A. Rankin, III). Minutes from the Information Technology Steering Committee flow to the Audit Committee, aligning with her IT background.
- Attendance: Board met 12 times in 2024; each director attended ≥75% of Board and committee meetings on which they served. Policy expects attendance at annual meeting; 16 of 17 directors attended the 2024 annual meeting.
- Term/tenure: First elected 2019; current term expires 2026; Board size set at 14 directors across three staggered classes.
- Board leadership/risk oversight: CEO is not on the Board; risk oversight via Board and committees including Audit, full‑Board HR/Comp and Nominating, and management-level ERM processes.
Fixed Compensation (Director Pay - 2024)
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $10,700 |
| Stock Awards | $2,995 (stock retainer) |
| Option Awards | — |
| All Other Compensation | — |
| Total | $13,695 |
Fee schedule details:
- Board meeting fee: $725 per Board meeting; committee meeting fee: $100 per committee meeting; Audit Committee: $500 per meeting; additional $100/hour if Audit meeting exceeds 3 hours.
- Annual director retainer: $4,000 (paid semi‑annually): $3,000 in company stock, $1,000 in cash. 2024 stock grants were 193 shares (June) and 178 shares (December).
- Chair retainers: $7,500 annually for Board Chair, Vice Chair, and Audit Chair (paid monthly).
Performance Compensation
| Award Type | Performance Metric(s) | Vesting/Terms | Notes |
|---|---|---|---|
| Director equity/awards | None disclosed for directors | Not specified for directors | Director pay comprised cash fees and a fixed-value stock retainer; no options granted in 2024; director option awards “—” in table. |
| Company equity plan context | N/A | 2015 Stock Grant Plan permits stock grants; CEO/Board administer; grants are in common stock with taxable income at purchase price | Plan describes stock grants (employees/directors/ICs) but does not specify performance metrics for director awards. |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None; the proxy states 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 an investment company. |
| Potential interlocks/conflicts | None identified related to Mrs. Amirtharaj; directors with 10A-3(b) independence exceptions are Furr, Morgan, Rankin, and Swaringen due to ordinary‑course bank transactions, not including Mrs. Amirtharaj. |
| Related‑party transactions | No related‑party transactions involving Mrs. Amirtharaj disclosed; Item 404 examples provided relate to another (former) director’s immediate family members’ employment. |
Expertise & Qualifications
- Information technology and cybersecurity oversight: IT/MIS postgraduate degree; Novell and Microsoft certifications; Audit Committee oversees cybersecurity; IT Steering Committee reports to the Audit Committee.
- Business/finance education and administration: MBA (Finance), leadership roles managing academic programs and committees.
- Community and nonprofit governance experience (foundation and local boards).
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 4,727 |
| Nature of ownership | Shared voting and investment power over 4,727 shares |
| Ownership as % of shares outstanding | * (Less than 1%); based on 7,061,777 shares outstanding as of April 6, 2025 |
| Options | None; as of April 6, 2025 none of the identified individuals held stock options |
| Ownership policy | Nominees must comply with the Company’s Policy Statement and Guidelines for Director Stock Ownership (copy available upon request) |
Governance Assessment
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Strengths
- Independent director and independent member of the Audit Committee; Audit Committee members deemed “financially literate.”
- IT/MIS expertise aligns with the Board’s cybersecurity oversight mandate; IT Steering Committee escalates to Audit Committee where she serves.
- Attendance compliance (≥75%) and structured, committee‑driven risk oversight; CEO not on the Board.
- Director stock ownership guidelines exist and are required for nominees, supporting alignment.
-
Watch items / Potential red flags
- No hedging policy adopted for directors/employees (company has “not adopted any practice or policy” on hedging) — investors may view this as a misalignment risk.
- Cash‑heavy director pay mix with relatively small equity retainer (2024: $10,700 cash vs. $2,995 stock for Mrs. Amirtharaj), potentially limiting long‑term equity alignment.
- Full Board serves as Human Resources & Compensation and Nominating Committees and did not meet independently in 2024 (though all members are independent under NASDAQ standards).
-
No specific conflicts identified for Mrs. Amirtharaj; not among directors with SEC Rule 10A‑3(b) independence exceptions; no related‑party transactions disclosed relating to her.