Vernon A. Russell
About Vernon A. Russell
Independent director of Uwharrie Capital Corp (Uwharrie Bank subsidiary), age 68, first elected in 2003; more than 40 years as a practicing attorney and currently Owner of Vernon A. Russell, Attorney at Law, PLLC (Concord, NC). Education: B.A. in Public Administration (cum laude), North Carolina Central University, 1978; J.D., University of North Carolina School of Law, 1981 . He currently serves as Vice Chair of the Boards of Uwharrie Bank and Uwharrie Capital Corp and is a member of the Audit Committee; he is classified as independent under NASDAQ standards and SEC Rule 10A‑3(b) (not among directors excluded due to related transactions) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vernon A. Russell, Attorney at Law, PLLC | Owner | Current | Civil and criminal litigation experience |
| Plummer Russell & Plummer, PLLC | Principal and Partner | ~30 years (prior) | General practice firm; litigation leadership |
| Cabarrus Bank and Trust (predecessor of Uwharrie Bank) | Chair of Board | Prior | Board leadership at predecessor institution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cabarrus County Community Foundation | Board member | Current | Community governance |
| Barber Scotia College | Board of Trustees (two terms as Chair), Chair of Finance Committee, General Counsel | Prior | Financial oversight and governance leadership |
| Board of Community Corrections | Board service | Prior | Legal/community oversight |
| Indigent Defense Services Committee | Committee member | Prior | Legal system service |
| NC Academy of Trial Lawyers | County captain | Prior | Professional leadership |
| NC State Bar | Disciplinary Hearing Committee | Prior | Professional discipline oversight |
| Northeast Hospital Foundation Board | Board service | Prior | Community health governance |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee met 4 times in 2024; S. Todd Swaringen designated “financial expert” and Frank A. Rankin, III served as Chair .
- Chair roles: Served as Board Chair (Jan–May 2024) and Vice Chair (Jun–Dec 2024), receiving the applicable chair/vice chair retainers; currently serves as Vice Chair of both Boards .
- Independence: Classified “independent” under NASDAQ listing standards; not among directors excluded from SEC Rule 10A‑3(b) independence (exceptions were Furr, Morgan, Rankin, and Swaringen due to ordinary-course bank transactions) .
- Attendance and engagement: Board held 12 regular meetings in 2024; each director attended ≥75% of Board and committee meetings; 16 of 17 directors attended the 2024 annual shareholder meeting .
- Risk oversight: Board conducts ERM via full Board; Information Technology Steering Committee reports to the Audit Committee; Credit Committee handles large/insider loans oversight .
Fixed Compensation
| Component | Detail | Amount/Terms |
|---|---|---|
| Board meeting fees | Per meeting attended (2024) | $725 per board meeting |
| Committee meeting fees | Per committee meeting attended | $100 per committee meeting |
| Audit Committee meeting fees | Per meeting; overtime if >3 hours | $500; +$100 per hour over 3 hours |
| Annual director retainer | Semi-annual; cash + stock | $4,000 total: $1,000 cash + $3,000 in common stock |
| Chair/Vice Chair/Audit Chair retainers | Paid monthly | $7,500 annual ($625/month) for Board Chair, Vice Chair, and Audit Chair |
| Stock award granularity | Semi-annual grants in 2024 | 193 shares (June) and 178 shares (Dec) awarded to each director as retainer; $2,995 aggregate fair value under ASC 718 |
| Director (2024) | Fees Earned or Paid in Cash | Stock Awards (grant-date fair value) | Total |
|---|---|---|---|
| Vernon A. Russell | $18,700 | $2,995 | $21,695 |
Performance Compensation
| Metric Type | Presence in Director Pay | Notes |
|---|---|---|
| PSUs/Performance-based equity | Not disclosed/none for directors | Proxy shows stock retainer grants, not PSUs/options for directors |
| Options | None (company hasn’t issued options since 2008; not part of strategy) | Item 402(x) disclosure and policy indicate options are not used; no director options shown |
| Cash performance metrics | Not disclosed for director compensation | Director compensation consists of fees and retainers; no performance metrics disclosed |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Other public company directorships (last 5 years) | None (no UWHR directors have served on other Exchange Act‑registered or Investment Company Act‑registered company boards in last 5 years) |
| Shared directorships with competitors/suppliers/customers | Not disclosed in proxy; no specific interlocks identified for Russell |
Expertise & Qualifications
- Core credentials: 40+ years legal practice; civil and criminal litigation; leadership across legal and civic boards .
- Education: B.A. Public Administration (cum laude, 1978) and J.D. (1981) .
- Board qualifications: Serves as Audit Committee member; Vice Chair of Boards; extensive governance and community leadership experience .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes | Percent of Class |
|---|---|---|---|
| Vernon A. Russell | 11,099 | Includes 2,387 shares held by spouse | Less than 1% (total shares outstanding 7,061,777 as of Apr 6, 2025) |
| Options (exercisable/unexercisable) | 0 | No stock options outstanding for identified individuals as of Apr 6, 2025 | — |
| Director stock ownership policy | In effect | Compliance with ownership guidelines required to stand for election; details not disclosed in proxy |
- Hedging/pledging policy: Company has not adopted any practice or policy restricting employees/directors from hedging transactions (e.g., collars, swaps, exchange funds) designed to offset declines in Company equity; insider trading policy exists within Code of Business Conduct and Ethics .
Governance Assessment
- Strengths: Long tenure (since 2003) with deep legal and community leadership; current Vice Chair and Audit Committee member enhances oversight continuity; independent under NASDAQ and SEC Rule 10A‑3(b); Audit Committee met 4 times in 2024; strong attendance across Board and committees .
- Alignment: Holds 11,099 shares (<1%); receives semi‑annual stock retainer (371 shares total in 2024; $2,995 fair value), but director pay is primarily cash-based (fees/retainers) rather than performance‑linked equity, which limits incremental alignment with long‑term TSR .
- Conflicts/related party exposure: Not listed among directors with SEC Rule 10A‑3(b) independence exceptions due to bank transactions; no Russell‑specific related‑party transactions disclosed .
- RED FLAGS: Absence of a hedging policy constraining directors/employees is shareholder‑unfriendly and can weaken alignment signals; while common at smaller institutions, it is a governance negative relative to best practice .
- Compensation committee structure: Full Board serves as Human Resources & Compensation and Nominating Committees, with authority to retain independent consultants; no consultant engagement disclosure in the proxy for 2024–2025 .
Implications for investors: Russell’s governance profile is stable with audit oversight and vice chair responsibilities supporting board effectiveness; independence and attendance are positives. However, limited performance‑linked director compensation and lack of anti‑hedging policy modestly detract from alignment; no other public board interlocks reduce information‑flow/conflict risk .