S. Todd Swaringen
About S. Todd Swaringen
S. Todd Swaringen (age 48) is a Certified Public Accountant and partner at Beane Swaringen & Company, PLLC, with a B.S. in accounting from the University of North Carolina at Wilmington. He has served on Uwharrie Capital Corp’s board since 2010 and, as of the 2025 proxy, “currently serves as Chair for the Uwharrie Bank and Uwharrie Capital Corp Board of Directors”; he is also an Audit Committee member designated as the financial expert . The board met 12 times in 2024, and each director attended at least 75% of board and committee meetings; 16 of 17 directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanly County Chamber of Commerce | Past Chairman | Not disclosed | Community/business leadership |
| Stanly County Schools Board of Education | Past Vice Chairman | Not disclosed | Education governance |
| United Way of Stanly County | Past Chairman, Board of Directors | Not disclosed | Community philanthropy leadership |
| Stanly Health Foundation | Past Chairman | Not disclosed | Healthcare philanthropy leadership |
| Stanly Community College | Former Board of Trustees member | Not disclosed | Higher education oversight |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Stanly County Family YMCA | Board of Directors | Current | Non-profit community service |
| Albemarle Rotary Club | Member | Current | Civic engagement |
| Beane Swaringen & Company, PLLC | Partner (CPA) | Ongoing | Joined firm in 1998; partner since 2006 |
Board Governance
- Roles and committees:
- Board Chair (current per 2025 proxy); previously Vice Chair Jan–May 2024 and Chair Jun–Dec 2024 .
- Audit Committee member; designated “audit committee financial expert” by the board .
- Independence:
- Independent under NASDAQ listing standards, but not independent under SEC Rule 10A‑3(b) due to arm’s‑length banking transactions with entities affiliated with him; transactions were ordinary course and not material to the financial statements .
- Attendance:
- Board held 12 regular meetings in 2024; every director met the 75%+ threshold. 16 of 17 directors attended the 2024 annual meeting .
- Audit Committee activity:
- Audit Committee met four times in 2024; Swaringen is listed on the Audit Committee report as the designated financial expert .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $19,200 | Includes meeting fees and Chair/Vice Chair retainers |
| Annual retainer (cash portion) | $1,000 | Part of $4,000 total director retainer (split $3,000 stock / $1,000 cash) |
| Board meeting fee | $725 per meeting | Applies to each board meeting attended |
| Committee meeting fee | $100 per meeting | Standard committee attendance fee |
| Audit Committee meeting fee | $500 per meeting | Additional time requirement; +$100/hour if >3 hours |
| Chair/Vice Chair retainer | $7,500 annual | Paid monthly at $625; Swaringen: Vice Chair Jan–May 2024; Chair Jun–Dec 2024 |
Performance Compensation
| Metric Category | 2024 Program | Evidence |
|---|---|---|
| TSR percentile | Not used for director pay | Director equity is retainer-based stock; no PSUs/options disclosed |
| Revenue/EBITDA targets | Not used for director pay | No performance metrics tied to director compensation |
| ESG goals | Not used for director pay | No performance metrics tied to director compensation |
- Equity retainer details: Directors received $3,000 in Company stock semi‑annually, with grants of 193 shares in June 2024 and 178 shares in December 2024; aggregate fair value reported under ASC 718 was $2,995 for Swaringen .
Other Directorships & Interlocks
| Company | Role | Period | Notes |
|---|---|---|---|
| None (public companies) | — | — | The proxy states no director has served on any other public company board in the last five years |
Expertise & Qualifications
- CPA; extensive experience in personal and business income taxation; partner at Beane Swaringen & Company, PLLC .
- Board-designated audit committee financial expert; GAAP, internal controls, and audit committee function expertise .
- Professional memberships: AICPA and NCACPA .
- Education: B.S. in accounting, UNC Wilmington .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 4,364 | As of April 6, 2025 |
| Ownership % of shares outstanding | <1% | Company indicates “Less than 1%”; 7,061,777 shares outstanding |
| Stock options | None | “None of the identified individuals owned any stock options” |
| Vested vs. unvested shares | Not disclosed | Proxy does not break down vesting for director retainer shares |
| Pledged/hedged shares | Not disclosed | No pledging/hedging disclosure in proxy for directors |
| Stock ownership guidelines | Policy exists | Nominees must comply with director stock ownership guidelines; details available upon request |
Fixed Compensation – Equity Grant Detail (2024)
| Grant Date | Shares | Fair Value | Instrument | Vesting |
|---|---|---|---|---|
| June 2024 | 193 | Included in $2,995 total | Common stock (retainer) | Not disclosed (retainer shares) |
| December 2024 | 178 | Included in $2,995 total | Common stock (retainer) | Not disclosed (retainer shares) |
Related-Party Transactions and Conflicts
- Independence exception: Swaringen is not independent under SEC Rule 10A‑3(b) due to arm’s‑length transactions between Uwharrie Bank and entities affiliated with him; transactions occurred in the ordinary course and were not material to the Company .
- Lending and related-party policy: Loans to directors/officers comply with Federal Reserve Regulation O (board pre‑approval, no favorable treatment); management states full compliance .
Governance Assessment
- Strengths:
- Financial oversight capability as an audit committee financial expert and current board chair supports board effectiveness, especially in a community banking context .
- Consistent engagement: met attendance thresholds and participated in a board with active committee activity (Audit Committee met four times in 2024) .
- Director compensation structure is modest and primarily fixed, with a portion in stock, aligning incentives without encouraging excessive risk .
- Concerns and potential RED FLAGS:
- Audit Committee independence: Swaringen is not independent under SEC Rule 10A‑3(b) yet serves on the Audit Committee; while the issuer is not NASDAQ‑listed and transactions are arm’s‑length, this is a governance risk compared to best practices for listed companies’ audit committees .
- Related-party exposure: Banking relationships with entities affiliated with certain directors, including Swaringen, may create perceived conflicts, even if ordinary course and immaterial; ongoing monitoring is warranted .
- Limited disclosure on stock ownership guidelines specifics and hedging/pledging policies constrains alignment analysis beyond beneficial ownership .
- Net view:
- Board leadership and financial expertise are positives for investor confidence. However, the SEC Rule 10A‑3(b) independence exception and related-party banking relationships represent governance risks; investors should seek clarity on committee independence standards, the director ownership policy details, and any pledging/hedging prohibitions to assess alignment and oversight rigor .