Wesley A. Morgan

About Wesley A. Morgan

Wesley A. Morgan (age 56) is an incumbent director of Uwharrie Capital Corp, first elected in 2018; his current term expires in 2026 . He is General Manager and part owner of Rolling Hills Gin, LLC (a cotton ginning operation) since 1996; earlier he served as Office Manager and Diesel Pump Technician at Piedmont Diesel Service (1987–1996) . He graduated top of his class from King’s College (Charlotte, NC) in the Accounting Program in 1987, and maintains extensive agriculture and business management experience .

Past Roles

External Roles

Board Governance

• Independence: Morgan is “independent” under NASDAQ listing standards, but not independent under SEC Rule 10A‑3(b) due to arm’s‑length transactions between Uwharrie Bank and entities affiliated with him (and three other directors). The company states such transactions were ordinary course and not material to the financial statements .
• Committee assignments: In 2024–2025, the full Board served as the Human Resources and Compensation Committee and the Nominating Committee; Morgan participates as a member via the full‑board construct. He is not listed as a member of the Audit Committee .
• Attendance and engagement: The Board held 12 regular meetings in 2024; each director attended at least 75% of aggregate Board and relevant committee meetings. Sixteen of seventeen directors attended the 2024 annual meeting of shareholders (company policy encourages director attendance) .
• Audit Committee context: Audit Committee met 4 times in 2024; membership included Frank A. Rankin III (Chair), Merlin Amirtharaj, Allen K. Furr, Mary N. Klauder, Chris M. Poplin, Vernon A. Russell, and S. Todd Swaringen (designated “financial expert”). Morgan is not a member .

Fixed Compensation

• Director fee structure (2024): $725 per Board meeting; $100 per non‑Audit committee meeting; $500 per Audit Committee meeting (plus $100/hour for over 3 hours); annual retainer $4,000 paid semi‑annually ($3,000 in stock, $1,000 cash); $7,500 annual retainer for Board Chair, Vice Chair, and Audit Committee Chair (paid monthly) .
• 2024 stock retainer details: Each director received 193 shares in June 2024 and 178 shares in December 2024 as part of the $3,000 stock retainer; amounts reflect ASC 718 grant‑date fair value .

Performance Compensation

• No director performance‑linked pay elements are disclosed; director compensation consisted of meeting fees, retainer (cash and stock), and committee chair stipends where applicable .
• Company has not issued stock options since 2008; options are not a current component of compensation strategy (for directors or executives) .

Other Directorships & Interlocks

Expertise & Qualifications

• Core competencies: Agriculture industry and small business management; governance experience via association leadership roles .
• Financial expertise designation: The Board’s designated audit committee financial expert is S. Todd Swaringen, not Morgan .
• Education: Accounting program, King’s College (Charlotte, NC), graduated top of class in 1987 .

Equity Ownership

Governance Assessment

• Positives

  • Local market and industry depth: Morgan’s agricultural and small business background supports community banking oversight and credit risk context relevant to Uwharrie’s footprint .
  • Attendance: Met minimum engagement standards (≥75% of meetings) amid active Board cadence (12 regular meetings), indicating baseline engagement .
  • Formal committee charters and oversight: Clear governance frameworks for Audit, Nominating, and Compensation; audit independence and pre‑approval processes are articulated .

• RED FLAGS / Risk Indicators

  • Not independent under SEC Rule 10A‑3(b): Morgan’s classification reflects banking transactions with affiliated entities; while arm’s‑length and ordinary course, it limits eligibility for audit committee service and can be perceived as potential conflict exposure .
  • Related‑party exposure: The bank conducts transactions with directors and officers under Regulation O; although policy‑compliant, ongoing insider lending relationships warrant monitoring for changes in terms or concentration .
  • Hedging policy gap: The company has not adopted an anti‑hedging policy for employees/directors; absence of explicit hedging/pledging prohibitions is shareholder‑unfriendly and can impair alignment .
  • Limited public‑company board experience: The proxy states no directors have served on other public company boards in the past five years, which may constrain external governance benchmarking and information flow .

• Compensation and alignment signals

  • Modest director pay with equity retainer: Cash fees ($9,700) and stock awards ($2,995) suggest alignment via share grants but at a relatively small scale; no performance conditions tied to director equity .
  • Stock ownership guidelines referenced but not quantified: Compliance required for nomination, but absence of disclosed multiples or timelines reduces transparency on alignment standards .

• Committee effectiveness considerations

  • Compensation and Nominating operating as full Board: While efficient for a smaller issuer, full‑board approach may dilute specialized oversight unless supplemented by independent consultant use and clear criteria; the Compensation Charter requires evaluation of consultant conflicts under Item 407(e)(3)(iv) .
  • Audit Committee: Properly constituted with financial literacy and a designated financial expert; Morgan is not a member, consistent with 10A‑3(b) independence constraints .