Vanessa O. Chambers
About Vanessa O. Chambers
Vanessa O. Chambers (age 71) is an independent director of Uwharrie Capital Corp, first elected in 2022; she serves concurrently on the subsidiary Uwharrie Bank board . Her background spans community ministry and healthcare operations, including administrator roles at assisted living facilities, CNA/Med Tech certifications, a 2019 Diploma in Biblical Studies, and a 2002 Certificate in Business Administration – HR Management; she also owns an event planning business and has experience in small business management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carebridge Assisted Living; America Living Centers; Willow Ridge Assisted Living (Albemarle, NC) | Administrator | Prior years (dates not specified) | Healthcare operations leadership |
| Various assisted living facilities in Albemarle (Britthaven, Woodhaven Court, Spring Arbor) | Healthcare professional/administrator capacities | Prior years (dates not specified) | Resident care and facility management |
| Family care home (New London, NC) | Co‑Owner, Administrator, Marketing Director | Prior years (dates not specified) | Small business management and marketing |
| In‑home private duty CNA | Certified Nursing Assistant | Current | Patient care; CNA I/II and Med Tech; CPR; Preceptor certification (2019) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Uwharrie Bank (subsidiary) | Director | Concurrent with Uwharrie Capital board service | All Company directors also serve as Uwharrie Bank directors |
| Ministry work | Community Outreach Advocate and Minister | Ongoing | Faith-based community engagement |
Board Governance
- Independence: The Board determined Ms. Chambers is “independent” under NASDAQ listing standards and Exchange Act rules; she is not among directors flagged as non‑independent under SEC Rule 10A‑3(b) .
- Committee assignments: In 2024–2025, the full Board served as the Human Resources & Compensation Committee and the Nominating Committee, so she participated on both; she is not listed on the Audit Committee .
- Audit Committee cadence: Audit Committee met four times in 2024 and five times in 2023; Ms. Chambers was not a member .
- Attendance: The Board held twelve regular meetings in 2024; each director attended ≥75% of Board and applicable committee meetings; 16 of 17 directors attended the 2024 annual shareholder meeting (individual attendance not specified) .
- Leadership: Chair and Vice Chair roles rotate; the CEO is not a director, supporting independent oversight and risk committee structures (ERM, IT Steering, Credit Committee) reporting up to Audit Committee/Board .
Fixed Compensation
| Year | Fees Earned or Paid in Cash | Stock Awards (Fair Value) | Option Awards | All Other | Total |
|---|---|---|---|---|---|
| 2023 | $10,200 | $2,987 | — | — | $13,187 |
| 2024 | $9,700 | $2,995 | — | — | $12,695 |
- Structure: Directors received $725 per Board meeting; $100 per non‑Audit committee meeting; Audit Committee members received $500 per Audit meeting plus $100 per hour beyond three hours (Ms. Chambers not on Audit Committee) .
- Annual retainer: $4,000 semi‑annual—$3,000 in Company common stock and $1,000 in cash; additional $7,500 monthly retainer for Board Chair/Vice Chair and Audit Chair (not applicable to Ms. Chambers) .
Performance Compensation
| Component | Detail | Dates/Shares | Valuation |
|---|---|---|---|
| Equity retainer (2023) | Semi‑annual common stock grants | 189 shares (June 2023); 181 shares (Dec 2023) | Aggregate fair value $2,987 |
| Equity retainer (2024) | Semi‑annual common stock grants | 193 shares (June 2024); 178 shares (Dec 2024) | Aggregate fair value $2,995 |
- No options or performance share units are awarded to directors; director pay is a mix of meeting fees and fixed equity/cash retainer without disclosed performance metrics or formulaic targets for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None in last five years for any director; no investment company directorships |
| Internal interlocks | Serves on Uwharrie Bank board as all Company directors do |
| Notable external boards | Not disclosed for Ms. Chambers |
Expertise & Qualifications
- Healthcare operations and elder care administration; licensed Med Tech; CNA I/II; CPR; Preceptor certification (2019) .
- Community ministry and outreach; small business management including event planning .
- Education: Diploma in Biblical Studies (2019); Certificate in Business Administration – HR Management (2002) .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Shares beneficially owned | 1,811 | 2,222 |
| Ownership % of outstanding | <1% | <1% |
| Nature of ownership | Shared voting/investment power for all reported shares | |
| Options (exercisable/unexercisable) | None; no stock options held by identified individuals | |
| Pledged shares | Not disclosed |
Governance Assessment
- Strengths: Independent status; participation on full‑Board Compensation and Nominating committees; adequate attendance thresholds met; fixed, modest director pay with transparent equity retainer mechanics; no public‑company interlocks or related‑party exposures disclosed for Ms. Chambers .
- Alignment: Equity retainer creates baseline ownership, with shares increasing from 1,811 (2024) to 2,222 (2025), though still <1% of outstanding; options are not used, limiting risk‑taking incentives .
- Oversight environment: Audit Committee designated financial expert and recurring meetings; CEO not on board; ERM/IT/Credit committees provide structured risk reporting to Audit/Board, bolstering controls even for non‑Audit committee directors .
- RED FLAGS:
- Hedging policy: Company has not adopted a formal hedging prohibition for directors/employees; while an insider trading policy exists, the absence of an explicit anti‑hedging policy is shareholder‑unfriendly relative to best practice .
- Disclosure gaps: No director‑specific stock ownership guideline amounts or compliance status disclosed; individual annual meeting attendance not specified .
- Net view: For investors, Ms. Chambers’ independence, improving share ownership, and committee participation support baseline governance quality; lack of explicit anti‑hedging policy and limited disclosure on ownership guideline compliance modestly detract from confidence, though no direct conflicts or related‑party transactions involving her are disclosed .