Roger L. Dick
President and Chief Executive Officer, Uwharrie Capital Corp; Chief Executive Officer, Uwharrie Bank at UWHARRIE CAPITAL
CEO
Executive
About Roger L. Dick
Roger L. Dick (age 73) serves as President and Chief Executive Officer of Uwharrie Capital Corp and Chief Executive Officer of Uwharrie Bank; he has been employed with the company since 1983, making him a long-tenured leader of the franchise . Over 2022–2024, Uwharrie’s pay-versus-performance disclosure shows cumulative TSR values of $140.77 (2022), $164.53 (corrected, 2023) and $159.41 (2024) alongside net income of $8.249M (2022), $8.596M (2023) and $9.908M (2024) . The CEO is not a member of the Company’s Board of Directors under the firm’s governance framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Uwharrie Capital Corp | President & Chief Executive Officer | 1983–present | Not disclosed in filings |
| Uwharrie Bank | Chief Executive Officer | 1983–present | Not disclosed in filings |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external roles for Mr. Dick are disclosed in the reviewed proxy statements |
Fixed Compensation
| Metric (USD) | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Base Salary | $291,655 | $291,655 | $331,655 | $363,323 | $381,656 |
| Nonqualified Deferred Compensation Earnings | $125,000 | $125,000 | $125,000 | $125,000 | $125,000 |
| All Other Compensation | $31,491 | $33,828 | $35,392 | $39,171 | $42,744 |
Notes:
- “All Other Compensation” includes 401(k) matching, use of company vehicle and club dues, insurance premiums, and for Mr. Dick, split-dollar BOLI-related amounts .
Performance Compensation
Annual Cash Incentives
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Discretionary Bonus ($) | $90,000 | $150,000 | $116,000 | $132,000 | $155,000 |
| Non-Equity Incentive Plan (% of base) | 2.0% | 3.0% | 2.5% | 2.0% | 2.0% |
| Non-Equity Incentive Payout ($) | $5,834 | $8,750 | $8,292 | $7,234 | $7,634 |
- Design: The non‑equity incentive is a formulaic percentage of base salary (as shown), with 2.0% used in 2024–2023, 2.5% in 2022, 3.0% in 2021, and 2.0% in 2020 .
- No performance shares/TSR linkers disclosed for the CEO; the discretionary bonus lacks disclosed quantitative metrics in the proxies .
Equity Incentives (CEO)
| Item | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Stock awards granted to CEO (shares) | — | — | — | — | — |
| Stock options outstanding (CEO) | None | None | None | None | None |
- The company’s 2015 Stock Grant Plan provides 100% vesting upon trust purchase (transferred to participant in-year), but other NEOs (not Mr. Dick) were the typical recipients in recent years .
Pay Versus Performance Reference
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| CEO Compensation Actually Paid ($) | $616,339 | $666,728 | $712,034 |
| Company Net Income (000s) | $8,249 | $8,596 | $9,908 |
| Value of $100 in TSR (Year-end) | $140.77 | $164.53 (corrected) | $159.41 |
Equity Ownership & Alignment
| Ownership Snapshot | 2022 (as of Mar 25, 2022) | 2024 (as of Apr 8, 2024) | 2025 (as of Apr 6, 2025) |
|---|---|---|---|
| Beneficial Ownership (shares) | 373,414 | 407,220 | 392,609 |
| Percent of Class | 5.39% | 5.73% | 5.56% |
| Included via SERP trust (subset of above) | 287,042 | 307,862 | 291,265 |
| Stock options outstanding | None | None | None |
| Shares pledged as collateral | Not disclosed in reviewed proxies |
Additional alignment provisions:
- Hedging policy: The company has not adopted a hedging policy regarding employees/directors hedging company equity; this is explicitly stated in the proxy .
- Insider trading policy: Addressed within the Code of Business Conduct and Ethics referenced in the proxy .
Employment Terms
| Term | Details |
|---|---|
| Employment start/tenure | Employed since 1983; current roles as President & CEO (holding company) and CEO (bank) . |
| Contract/severance/CIC | No executive employment agreement, severance multiple, or change‑of‑control terms disclosed in reviewed proxies. |
| SERP (Supplemental Executive Retirement Plan) accumulated benefit | $3,336,445 (2021), $3,246,748 (2023), $3,668,761 (2024) . |
| Split‑Dollar Life Insurance (beneficiary share; survivor benefit) | 35%; $1,972,131 (2021) → 34%; $1,892,794 (2023) → 33%; $1,851,939 (2024) . |
| Non‑compete / non‑solicit | Not disclosed in reviewed proxies. |
| Clawback policy | Not disclosed in reviewed proxies. |
Compensation Structure Analysis
- Mix and trend: CEO pay is dominated by base salary and discretionary cash bonus; long-term equity awards are absent for the CEO in 2020–2024, and the formulaic non‑equity incentive is small (2–3% of base), limiting explicit stock‑price linkage in the incentive mix .
- Plan design: The only formulaic component disclosed is the small non‑equity plan payout tied to base salary percentage (2.0% in 2024–2023; 2.5% in 2022; 3.0% in 2021; 2.0% in 2020) .
- Equity plan mechanics: The 2015 Stock Grant Plan vests immediately upon trust purchase; recent grants were made to other NEOs (not to Mr. Dick), which minimizes vesting overhang and near‑term selling pressure for the CEO specifically .
- Hedging governance: The company has not adopted a hedging policy for directors/executives, a governance red flag relative to alignment best practices .
Risk Indicators & Red Flags
- No hedging prohibition: Explicitly no corporate hedging policy; potential misalignment risk if insiders hedge exposure .
- Limited LTI linkage: Absence of CEO stock awards and options in recent years reduces explicit long‑term equity alignment and leverage to TSR .
- Concentrated retirement economics: Large accumulated SERP balance and split‑dollar benefits represent meaningful wealth at risk tied to tenure and retirement outcomes rather than multi‑year performance metrics .
- Pledging disclosure: No disclosure of pledged shares; absence of explicit policy disclosure on pledging in the reviewed materials (monitor for future filings) .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay outcomes and investor feedback were not disclosed in the reviewed proxy materials; no voting percentages provided in the 2022–2025 DEF 14A filings reviewed.
Expertise & Qualifications (as disclosed)
- The proxies list current executive roles but do not provide a detailed biography (education, prior employers) for Mr. Dick beyond positions and tenure .
Performance Compensation – Metric Detail
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Non‑equity incentive (cash) | n/a | % of base (see below) | As designed | See payouts | Immediate (cash) |
| — 2024 | — | 2.0% of base | Applied | $7,634 | — |
| — 2023 | — | 2.0% of base | Applied | $7,234 | — |
| — 2022 | — | 2.5% of base | Applied | $8,292 | — |
| — 2021 | — | 3.0% of base | Applied | $8,750 | — |
| — 2020 | — | 2.0% of base | Applied | $5,834 | — |
No performance share/option metrics, TSR percentile, or quantitative strategic KPI frameworks tied to the CEO’s equity are disclosed in the reviewed period .
Investment Implications
- Alignment: Dick’s meaningful beneficial stake (~5.6% as of 2025, with a large component held via SERP trust) supports skin‑in‑the‑game, but the absence of ongoing CEO equity grants and options reduces direct sensitivity of compensation to multi‑year TSR or operating metrics .
- Incentive power: The non‑equity incentive (2–3% of salary) is too small to drive behavior; the pay mix skews toward salary and discretionary cash, limiting explicit pay‑for‑performance leverage .
- Retention vs. performance: SERP and split‑dollar benefits create substantial retirement‑linked value that encourages tenure but are not explicitly conditioned on robust performance metrics (monitor for plan changes) .
- Governance watch‑items: No hedging policy is a governance gap; investors should monitor for any future pledging disclosure and consider engaging on adopting a formal anti‑hedging/anti‑pledging framework .
- Results context: Net income grew 15.3% in 2024 vs. 2023 per the company’s pay-versus-performance narrative, while CEO compensation actually paid rose ~6.8%; TSR eased slightly in 2024 after rising in 2023—overall a mixed but reasonable pay/performance alignment on a one‑year basis, with limited LTI leverage longer‑term .