3. To transact such other business as may properly be presented for action at the meeting. You are invited to attend the annual meeting in person.  However, even if you plan to attend, you are requested to complete, sign and date the enclosed appointment of proxy and return it promptly in the envelope provided for that purpose or to vote via the internet in order to ensure that a quorum is present at the meeting.  The giving of an appointment of proxy will not affect your right to revoke it or to attend the meeting and vote in person. We have elected to furnish our proxy solicitation materials via U.S. mail and also to notify you of the availability of our proxy materials on the internet.  The notice of annual meeting, proxy statement, proxy card and annual report are available at www.proxyvote.com.   By Order of the Board of Directors Roger L. Dick President and Chief Executive Officer April 16, 2019 April 11, 2018 Uwharrie Capital Corp 132 North First Street Albemarle, North Carolina 28001 704-982-4415 PROXY STATEMENT Mailing Date: On or About April 11, 201816, 2019 ANNUAL MEETING OF SHAREHOLDERS This Proxy Statement is being furnished in connection with the solicitation by the Board of Directors of Uwharrie Capital Corp (the “Company”) of appointments of proxy for use at the annual meeting of the Company’s shareholders (the “Annual Meeting”) to be held on May 8, 2018,14, 2019, at 6:0030 p.m., inat the Stanly County Agri-Civic Center, 26032 Newt Road, Albemarle, North Carolina, and at any adjournments thereof.  The Company’s proxy solicitation materials are being mailed on or about April 11, 201816, 2019 to shareholders of record as of March 8, 2018.14, 2019.   Voting of Proxies Persons named in the enclosed appointment of proxy to represent shareholders at the Annual Meeting are Roger L. Dick, Brendan P. Duffey and Christy D. Stoner (the “Proxies”).  Shares represented by each appointment of proxy that is properly executed, returned and not revoked, will be voted in accordance with the directions contained therein.  If no directions are given, such shares will be voted “FOR” the election of each of the seven (7)ten nominees for director named in Proposal 1 and “FOR” Proposal 2.  If, at or before the time of the Annual Meeting, any nominee named in Proposal 1 has become unavailable for any reason, the Proxies will be authorized to vote for a substitute nominee.  On such other matters as may come before the meeting, the Proxies will be authorized to vote in accordance with their best judgment. Record Date The close of business on March 8, 201814, 2019 has been fixed as the record date (the “Record Date”) for the determination of shareholders entitled to notice of and to vote at the Annual Meeting.  Only shareholders of record on the Record Date will be eligible to vote on the proposals described herein. Voting Securities The Company’s voting securities are the shares of its common stock, par value $1.25 per share, of which 20,000,000 shares are authorized and 7,112,8537,126,541 shares were outstanding on March 8, 2018.14, 2019.  There were 3,244approximately 2,681 record shareholders of the Company’s common stock on March 8, 2018.14, 2019.  This number does not include shareholders for whom shares are held in “nominee” or “street” name. The Company’s Articles of Incorporation also authorize the issuance of up to 10,000,000 shares of preferred stock, no par value, having such rights, privileges and preferences as the Board of Directors shall designate from time to time.  As of March 8, 2018,14, 2019, there were no shares of the Company’s preferred stock outstanding. 1 Voting Procedures; Quorum; Votes Required for Approval At the Annual Meeting, each shareholder will be entitled to one vote for each share of common stock held of record on the Record Date on each matter submitted for voting and, in the election of directors, for each director to be elected.  Shareholders will not be entitled to vote cumulatively in the election of directors. A majority of the shares of the Company’s common stock issued and outstanding on the Record Date must be present in person or by proxy to constitute a quorum for the conduct of business at the Annual Meeting. Assuming a quorum is present, in the case of Proposal 1 below, the seven (7)ten nominees receiving the greatest number of votes shall be elected.  In the case of Proposal 2, for such proposal to be approved, the number of votes cast in favor of the proposal must exceed the number of votes cast against the proposal.  Abstentions and brokernon-votes will have no effect. Revocation of Appointment of Proxy Any shareholder who executes an appointment of proxy has the right to revoke it at any time before it is exercised by filing with the Secretary of the Company either an instrument revoking it or a duly executed appointment of proxy bearing a later date, or by attending the Annual Meeting and announcing his or her intention to votevoting in person. Expenses of Solicitation The Company will pay the cost of preparing, assembling and mailing this Proxy Statement.  Appointments of proxy also may be solicited personally, by mail, internet or telephone by the directors, officers and employees of the Company and its subsidiaries without additional compensation.  The Company will reimburse banks, brokers and other custodians, nominees and fiduciaries for their costs in sending the proxy materials to beneficial owners. Authorization to Vote on Adjournment and Other Matters Unless the Secretary of the Company is instructed otherwise, by signing an appointment of proxy, shareholders will be authorizing the Proxies to vote in their discretion regarding any procedural motions that may come before the Annual Meeting.  For example, this authority could be used to adjourn the Annual Meeting if the Company believes it is desirable to do so.  Adjournment or other procedural motions could be used to obtain more time before a vote is taken in order to solicit additional appointments of proxy to establish a quorum or to provide additional information to shareholders.  However, appointments of proxy voted against any one of the proposals will not be used to adjourn the Annual Meeting.  The Company does not have any plans to adjourn the meeting at this time, but intends to do so, if needed, to promote shareholder interests. Beneficial Ownership of Securities by Directors, Nominees and Executive Officers As of March 27, 2018,April 9, 2019, no shareholder known to management beneficially owned more than 5% of the Company’s common stock.   2 The following table lists the individual beneficial ownership of the Company’s common stock as of March 27, 2018,April 9, 2019, by the Company’s current directors, nominees for director and named executive officers, and by all current directors, nominees, and executive officers of the Company as a group.  Current directors, nominees and executive officers as a group beneficially owned 8.00%8.04% of the Company’s common stock on such date.   Name of Beneficial Owner    Amount and Nature of Beneficial Ownership(1)(2)     Percent of Class   W. Stephen Aldridge, III      15,737 (3)      0.22   R. David Beaver, III      24,787 (4)      0.35   Dean M. Bowers      6,788 (5)      0.10   Nadine B. Bowers      34,483 (6)      0.49   Joe S. Brooks      32,275 (7)      0.45   Bill C. Burnside      13,930 (8)      0.20   James O. Campbell      2,658       0.04   Raymond R. Cranford, Jr.      5,612 (9)      0.08   Roger L. Dick      265,385 (10)      3.73   Brendan P. Duffey      58,859 (11)      0.83   Tara G. Eudy      1,462       0.02   Allen K. Furr      4,830 (12)      0.07   Thomas M. Hearne, Jr.      20,697       0.29   Harvey H. Leavitt, III      3,632 (13)      0.05   Samuel M. Leder      1,934 (14)      0.03   W. Chester Lowder      3,827 (15)      0.05   Wesley A. Morgan      3,490       0.05   Cynthia L. Mynatt      3,261       0.05   James E. Nance      41,984 (16)      0.59   Frank A. (Alex) Rankin, III      20,630       0.29   Randy T. Russell      900       0.01   S. Todd Swaringen      1,622       0.02   All current directors, nominees and executive officers as a group (22 persons)      568,783       8.00     Amount and           Nature of         Name of Beneficial Beneficial   Percent of   Owner Ownership(1)(2)   Class                       Merlin Amirtharaj     1,023       *                       R. David Beaver, III     34,707   (3)   *                       Dean M. Bowers   6,003   (4)   *                       Joe S. Brooks   32,919   (5)   *                       James O. Campbell     2,711       *                       Raymond R. Cranford, Jr.   5,723   (6)   *                       Roger L. Dick     289,937   (7)   4.09                       Brendan P. Duffey   66,244   (8)   *                       Tara G. Eudy     1,491       *                       Deidre B. Foster     1,023       *                       Allen K. Furr   5,424   (9)   *                       Thomas M. Hearne, Jr.     21,110       *                       Matthew R. Hudson     1,023       *                       Harvey H. Leavitt, III   3,704   (10)   *                       Samuel M. Leder   1,971   (11)   *                       W. Chester Lowder   3,902   (12)   *                       Wesley A. Morgan     3,559       *                       Cynthia L. Mynatt     3,326       *                       James E. Nance   42,820   (13)   *                       Chris M. Poplin     8,958   (14)   *                       Frank A. (Alex) Rankin, III     21,042       *                       Randy T. Russell     918       *                       Vernon A. Russell     7,550   (15)   *                       Matthew A. Shaver, MD     1,597   (16)   *                       S. Todd Swaringen     1,654       *                       All current directors, nominees and    executive officers as a group (25 persons)     570,339       8.04%     3 * Less than 1% of outstanding shares.   (1) Except as otherwise noted, to the best knowledge of management of the Company, the individuals named or included in the group above exercise sole voting and investment power with respect to all shares shown as beneficially owned.  The calculations of the percentage of class beneficially owned by each individual are based on a total of 7,107,8537,097,227 shares outstanding on March 27, 2018.April 9, 2019.  As of such date, none of the identified individuals owned any stock options entitling the option holder to acquire shares of Company common stock. (2) Includes shares over which the named individual shares voting and investment power as follows:  Mrs. Amirtharaj – 1,023 shares; Mr. Beaver – 14,16617,449 shares; Mr. Brooks – 16,478 shares; Dr. Burnside – 12,83516,807 shares; Mr. Duffey – 1,1791,202 shares; Mrs. Foster – 1,023 shares; Mr. Furr – 411419 shares; Mr. Hudson – 1,023 shares; Mr. Leder – 261266 shares; Mr. Lowder – 2,4702,519 shares; and Mr. Nance – 13,69913,972 shares; Mr. Poplin – 8,958 shares; and Dr. Shaver – 1,023 shares. (3) Includes 1,145 shares held by Dr. Aldridge as custodian for a minor child and 10,083 shares held by Dr. Aldridge’s mother, for whom Dr. Aldridge holds Power of Attorney. Dr. Aldridge’s term as a director will end on May 8, 2018. (4) Includes 7,31813,889 shares held by the Uwharrie Capital Corp Supplemental Executive Retirement Plan for the benefit of R. David Beaver, III, with respect to which Frank Rogers Brafford, II, serves as trustee. (5)(4) Includes 1,804920 shares held by Mr. Bowers as custodian for his children.child. (6)(5) Includes 11,148 shares held by Mrs. Bowers’s spouse. Mrs. Bowers’s term as a director will end on May 8, 2018. (7) Includes 351358 shares held by Mr. Brooks’s adult child. (8)(6) Includes 520 shares held by Dr. Burnside’s spouse. Dr. Burnside’s term as a director will end on May 8, 2018. (9) Includes 628640 shares held by Mr. Cranford as custodian for his daughter. Mr. Cranford’s term as a director will end on May 14, 2019. (10)(7) Includes 197,785220,286 shares held by the Uwharrie Capital Corp Supplemental Executive Retirement Plan for the benefit of Roger L. Dick, with respect to which Frank Rogers Brafford, II, serves as trustee. (11)(8) Includes 44,24651,340 shares held by the Uwharrie Capital Corp Supplemental Executive Retirement Plan for the benefit of Brendan P. Duffey, with respect to which Frank Rogers Brafford, II, serves as trustee. (12)(9) Includes 195198 shares held by Mr. Furr’s spouse and 8 shares held by his spouse as custodian for a minor daughter. (13)(10) Includes 180183 shares held by Mr. Leavitt’s spouse. (14)(11) Includes 129131 shares held by Mr. Leder as custodian for his minor son. (15)(12) Includes 719733 shares held by Mr. Lowder’s adult child. (16)(13) Includes 14,06814,348 shares held by Mr. Nance as custodian for his daughters and 7,0347,174 shares owned by Mr. Nance’s spouse. (14) Includes 4,491 shares held by a trust of which Mr. Poplin is a co-trustee. In this capacity, Mr. Poplin shares voting and investment control over these shares. (15) Includes 2,092 shares held by Mr. Russell’s spouse. (16) Includes 574 shares held by Dr. Shaver’s mother-in-law as custodian for his spouse. Section 16(a) Beneficial Ownership Reporting Compliance Directors and executive officers of the Company are required by federal law to file reports with the Securities and Exchange Commission (“SEC”) regarding the amount of and changes in their beneficial ownership of the Company’s common stock.  To the knowledge of the management of the Company based upon information supplied to the Company by the directors and executive officers, all required reports of directors and executive officers of the Company were timely filed during the fiscal year ended December 31, 2017. 2018.   4 PROPOSAL 1:  ELECTION OF DIRECTORS Nominees The Company’s Bylaws currently provide for a Board of Directors composed of not less than twelve (12) nor more thantwenty-one (21) members divided into three classes of directors who are elected to staggered terms of three (3) years.  The Board of Directors has set the number of directorships for the Annual Meeting at sixteen (16).twenty.  The Board of Directors has nominated the seven (7)ten persons named in the following table for election by shareholders at the Annual Meeting as directors of the Company, each to serve for the term of office indicated or otherwise until their respective successors are duly elected and qualified.   Name and Age Length of Term Position with Company Position with Company Year First Elected Principal Occupation and Business Experience for the Past Five Years Dean M. BowersOne-Year Terms: (49) 3 years New Nominee N/A Branch Manager, Quality Equipment, LLC, Albemarle, NC (a John Deere equipment dealership) James O. CampbellMerlin Amirtharaj (61)(60) 1 year New Nominee N/A Retired; previously, Associate Vice President of the School of Business and Technology, Stanly Community College, Albemarle, NC Matthew A. Shaver, MD (36) 1 year New Nominee N/A General Surgeon, Atrium Health Stanly, and Medical Director of Albemarle Surgical Associates, Albemarle, NC Two-Year Term: Deidre B. Foster (47) 2 years New Nominee N/A Community Volunteer and Non-Profit Board Member, Charlotte, NC Three-Year Terms: Thomas M. Hearne, Jr. (68) 3 years Director 2004 Retired; previously, Geopavement Engineer, North Carolina Department of Transportation, Harrisburg, NC Matthew R. Hudson (41) 3 years New Nominee N/A General Manager and Vice President, Hudson Pool Distributors, Inc., New London, NC Harvey H. Leavitt, III (60) 3 years Director 20112007 Vice Owner/Operator, Leavitt Funeral Home, Wadesboro, NC Cynthia L. Mynatt (63) 3 years Director 2003 President, Ben Mynatt Buick – GMC, Concord, NC Name and Age Length of Term Position with Company Year First Elected Principal Occupation and Business Experience for the Past Five Years James E. Nance (67) 3 years Director 1984 Founder and Managing Member, North State Acquisitions, LLC (real estate firm specializing in highway and municipal right of Construction Sales, AvidXchange,way negotiations, acquisitions, and claim settlements) Chris M. Poplin (55) 3 years New Nominee N/A Chief Financial Officer and Chief Operating Officer, Faison Enterprises, Inc., Charlotte, NC (a provider ofon-demand accounts payableprivate equity firm focused on commercial real estate) Management and automated payment solutions) Tara G. EudyVernon A. Russell (51)(62) 3 years Director 2005 President and Treasurer, Carolina Title Company, Inc., Wadesboro, NC Allen K. Furr (39) 3 years New Nominee N/A Secretary/Treasurer, PEJA, Inc. DBA East Albemarle Xpress Lube, Albemarle,Attorney and Owner, Vernon A. Russell, Attorney at Law, PLLC, Concord, NC, (an automotive service business)March 2019–Present; previously, Principal and Partner, Plummer Russell & Plummer, PLLC (law firm) Samuel M. Leder (50)		3 years		Director		2011		Certified Public Accountant/Partner, Potter & Company, P.A., Concord, NC
Wesley A. Morgan (49)		2 years		New Nominee		N/A		General Manager, Rolling Hills Gin, LLC, New London, NC (a cotton ginning operation)
Randy T. Russell (37)		2 years		New Nominee		N/A		President, Sports Med Properties, LLC, Charlotte, NC (a full-service commercial real estate company)

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” EACH OF THE NOMINEES NAMED IN PROPOSAL 1 ABOVE.

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Incumbent Directors

The Company’s current Board of Directors includes nine (9)ten directors whose terms will continue after the Annual Meeting.  The following table contains information about those nine (9)ten incumbent directors.

In the table above, the year first elected indicates the year in which each individual was first elected a director of Uwharrie Bank or its predecessors, or the Company, as applicable, and does not reflect any break(s) in tenure.

Qualifications of Directors

A description of the specific experience, qualifications, attributes, or skills that led to the conclusion that each of the nominees and incumbent directors should serve as a director of the Company is presented below.  Each of the Company’s directors also serves as a director of the Company’s subsidiary, Uwharrie Bank.

Merlin Amirtharaj

6Mrs. Amirtharaj started her career at Stanly Community College, Albemarle, NC, in 1988 as an adjunct instructor.  She later advanced to Program Head, Department Head, Associate Dean, Dean, and retired as an Associate Vice President of the School of Business and Technology in July of 2018.  Prior to joining Stanly Community College, she was a software programmer/analyst at Knowledgeable Solutions, Inc. in Monroe, NC.

She graduated with a Bachelor of Science Degree from the University of Kerala, India.  Upon moving to the United States, she obtained an Associate in Arts Degree in Business Computer Programming.  During this time, she was active in Phi Beta Lambda, business organization and served as an officer.  In 1992, she graduated from Pfeiffer College (University) with a Master’s Degree in Business Administration with a concentration in Finance.  In 2002, she obtained a Master’s Degree in Management Information Systems from Bellevue University.  During her tenure at Stanly Community College, she also held several Novell and Microsoft certifications.  

Mrs. Amirtharaj also served as Faculty Senate Chair, Chair of several Southern Association of Colleges and Schools Commission on Colleges (SACSCOC) sub-committees.  She was a member of the North Carolina Computer Instruction Association  and served on the leadership team for several years and was responsible for hosting the North Carolina Computer Instruction Conference at Stanly Community College with 280 attendees.  She served as a co-advisor of Phi Beta Lambda for over 20 years, was involved with the Health and Wellness Program at Stanly Community College, and was involved in start-ups of several programs at the college to keep up with the demands of the community.  She is currently an advisory board member for the Accounting and Business Department at the college.

In years past, she has served on the former Stanly Memorial Hospital Board, the Stanly County Arts Council and the Albemarle Downtown Development Corporation Board.  She is currently a member of the Stanly County Community Foundation Committee and a member of its Grants Sub-Committee.  Mrs. Amirtharaj is an active member of Main Street United Methodist Church of Albemarle.

Mrs. Amirtharaj has extensive experience in education, leadership, business and technology.  

Dean M. Bowers

Mr. Bowers has over thirty years of experience in the agricultural equipment industry.  He is the BranchRegional Sales Manager/Co-owner of Quality Equipment, LLC. Quality Equipment, LLC in Albemarle, NC,is a farm equipment retail business selling John Deere farm equipment, irrigation equipment and precision agricultural equipment.equipment with twenty-seven locations throughout North Carolina and Virginia.  

He graduated from Appalachian State University, Boone, NC, with a dual degree in Marketing and Management. An avid ASU supporter, Mr. Bowers has served on the Appalachian Corporate Council and the ASU Alumni Council.

He was an integral member of the advisory board to create an accredited Agricultural Systems Technology program at Wake Tech. He has served on the Board of Adjustments for the City of Albemarle and was a member of the Church Council for First Lutheran Church of Albemarle.

Mr. Bowers has extensive experience in the agriculture industry and business management.

Joe S. Brooks

Mr. Brooks is the owner and manager of Brothers Precision Tool Co., a tool and die machine shop, in Albemarle, NC.  He started the business in 1974 with other family members.  The company currently employs five and specializes in high precision machine parts for a variety of industries.  For over 13 years, he was also an instructor of Machine Technology at Stanly Community College, Albemarle, NC.  Additionally, through Stanly Community College, he has performed machine technologyin-facility training at various companies.

Mr. Brooks served on the Stanly Regional Medical Center Foundation Board and served as Chairman from 2008 to 2010.  He actively serves inserved his church on its council and executive committee and served as church treasurer from 1998 to 2017.  In 2014, he was appointed by the North Carolina State Governor to the Stanly Community College Board of Trustees.Trustees, serving from 2016 to 2018 as Finance and Facilities Committee Chairman.

For over 20 years, Mr. Brooks was involved with Cub Scouts and Boy Scouts of Troop 82, serving as Assistant Scoutmaster for over 15 years.  He served as the scout committee chairman from 1990 to 2017.  He now serves as charter organization representative.

He has extensive experience in overall small business management, machine technology and processes.  He currently serves on the advisory committee for the machine technology programs at Stanly Community College and Rowan-Cabarrus Community College.

Mr. Brooks has served as past Chairman and Vice Chairman of the Board of Directors of the Company and past Chairman of the Audit Committee, Human Resources Committee, and Properties Committee.  He is a member of the Audit Committee.

James O. Campbell

Mr. Campbell is a native of Concord, NC, graduating from Concord High School and the University of North Carolina at Chapel Hill where he received a Bachelor of Science in Business Administration.  He began his professional career in 1979 with Timberline Software

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Corporation, a developer of application software for the construction and real estate industries, and was appointed Vice President of Sales in 1996.  The company was purchased in 2003 by Sage Software, and Mr. Campbell continued in his senior management role there until 2005, when he became President of CIS Consulting Group, Inc. in Charlotte, NC.  In 2010, CIS was acquired by Viewpoint Construction Software, where he was employed as Channel Sales Manager.  In 2016, Mr. Campbell joined AvidXchange, Inc., a provider ofon-demand accounts payable management and automated payment solutions, as Vice President of Construction Sales in Charlotte, NC.

Mr. Campbell is a Lifetime Honorary Board Member of the Boys and Girls Club of Cabarrus County, having served in several leadership capacities there and at his church, Central United Methodist in Concord, NC.

Mr. Campbell has extensive experience in the technology industry and in business management.  Mr. Campbell serves on the Company’s Audit Committee.

Raymond R. (Rudy) Cranford, Jr.

Mr. Cranford is an owner and Vice President of Sales for Crook Motor Co., Inc., a new and used truck sales company in Albemarle, NC. He started working with Crook Motor Co. in 1986 as a salesman. He later assumed the sales manager role, and in 1999 became a partial owner in the company. He has bought and sold quality used trucks throughout the United States. The company is also a new truck dealer selling new Western Star trucks.

He is a graduate of North Carolina State University with a degree in Soil Technology and is a member of the FarmHouse Fraternity. Since 2003, he has served on the Albemarle Downtown Development Corporation’s Outdoorsman’s Bonanza Committee for the betterment of downtown Albemarle. He served on the Board of Directors of Uwharrie Bank’s predecessor from 2007 to 2013, serving as Vice Chairman for one year and Chairman for two years. Mr. Cranford is also an active member of First Lutheran Church in Albemarle.

Mr. Cranford has extensive experience in business management and sales.

Tara G. Eudy

Mrs. Eudy isco-owner and President of Carolina Title Company, Inc., Wadesboro, NC, which is an issuing agency providing title insurance policies for both residential and commercial transactions.  Carolina Title has been a locally owned and operated independent agency since its inception in 1995 and is an issuing agent for three national underwriters:   Chicago Title Insurance Company, First American, and Commonwealth Land Title in North Carolina and Chicago Title in South Carolina.

Mrs. Eudy is a Certified Paralegal, a North Carolina Title Insurance Underwriter, and a member of the North Carolina Bar Association Real Property Section.  She serves as Real Property Secretary of the North Carolina State Bar Council Board. Mrs. Eudy serveshas served on the North Carolina Land Title Association Board and is Chairwoman,past chairwoman, past treasurer, past secretary and past Vice Chairwoman.vice chairwoman.  Mrs. Eudy is also currently servinghas served on the Real Property Section Council of the North Carolina Bar Association.Association Real Property Section Council.  She is also active in the Friends of Scouting Campaign Committee for Anson County, having served as its Chairwoman for two years.  She previously served on the Anson County Chamber of Commerce Board, where she served as past Chairwoman, and the Anson County Hospital Foundation Board.  She has also coached girls’ softball with Anson Parks & Recreation for numerous years.

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She previously served as Vice Chairwoman and Chairwoman of the Board of Directors of Uwharrie Bank’s predecessor for two years each.  She serves as Vice Chair of the Uwharrie Capital Corp and Uwharrie Bank Boards of Directors.  Mrs. Eudy serves on the Company’s Audit Committee.

Mrs. Eudy has extensive experience in business management.

Deidre Bradshaw Foster

Mrs. Foster is an experienced board member with a demonstrated history of working as a human resources executive in the banking industry with financial services and global markets expertise.  

Mrs. Foster has served on the Board of Directors for KinderMourn, a Charlotte, NC based non-profit which provides hope for bereaved parents, grieving children and teens by offering support and counseling since 2009.  Mrs. Foster currently serves as the Vice Chairman of the Board of Directors and will serve as Chairman of the Board in 2020.  During her time with KinderMourn, Mrs. Foster has served in positions including Chairman of the Board, Finance Chair, Secretary and Nomination Chair.

Mrs. Foster also plays a very active leadership role in Forest Hill Church in Charlotte, NC.  She is an ordained Elder and currently serves as the Vice Chairman of the Council of Elders and chairs the Senior Pastor Development Committee.  Mrs. Foster has been named as the Chairman of the Council of Elders for 2021 and 2022.  In addition, she has served as Chair of the Finance and Risk Management Committee and held the position of an ordained Deacon.

Previously, Mrs. Foster held board positions with Moments of Hope, Seeds of Hope and Loaves and Fishes, all Charlotte, NC based non-profits.

Prior to her focus on church and community work, Mrs. Foster served as a Human Resources executive with Wells Fargo.  She most recently held the positions of Head of Human Resources for the Commercial Bank and Head of Human Resources for the Global Fixed Income and Global Capital Markets businesses.

Mrs. Foster earned a Bachelor of Science degree in Business Administration from the University of North Carolina at Chapel Hill where she was recognized as one of three outstanding seniors in a graduating class of approximately 5,000.

Allen K. Furr

Mr. Furr is Secretary and Treasurer of PEJA, Inc., DBA East Albemarle Xpress Lube, a family-owned automotive service business in Albemarle, NC, since 2013.  Mr. Furr is a former Senior Vice President of Uwharrie Bank from 2002 until 2013, having worked in various areas of the bank with the majority of his experience being in commercial lending. Mr. Furr holds thea NC Life, Accident and Health insurance license.

Mr. Furr is a graduate of North Carolina State University with a Bachelor of Science degree in Textile Management.  He is also a graduate of the North Carolina Bankers Association School of Banking and the Stanly County Chamber of Commerce’s Leadership Stanly program.

He is a board member of the New London Volunteer Fire Department Board of Directors and board member of Stanly County Habitat for Humanity.  He is a past board member of United Way of Stanly County.

Mr. Furr has extensive experience in banking and small business management.   Mr. Furr serves on the Company’s Audit Committee.

Thomas M. Hearne, Jr.

Mr. Hearne is a retired geopavement engineer from the North Carolina Department of Transportation with 30 years of service.

Mr. Hearne earned a Bachelor of Science degree in Civil Engineering from The Citadel, Charleston, SC, and a Master of Engineering degree from the University of Florida, Gainesville, FL.  He is a registered Professional Engineer in the State of North Carolina and the inventor of a device used in North Carolina to test ride quality and smoothness of asphalt pavements during construction.  He has extensive experience in structural testing and evaluation of highway pavements and has served as a member and chairman of numerous professional panels and committees at the local, state, and national levels.

Mr. Hearne has served as a Sunday school teacher at Trinity Place and as a member of the Albemarle Planning Board, First Lutheran Church Council, and the Stanly Community College Board of Trustees.  He currently manages twothree investment funds for First Lutheran Churchat two local churches and is a member of the Citadel Alumni Association and the American Society of Civil Engineers.

Mr. Hearne has extensive experience in small business management and civic involvement in Stanly County.  Mr. Hearne serves on the Company’s Audit Committee.

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Matthew R. Hudson

Mr. Hudson is General Manager and Vice President of Hudson Pool Distributors, Inc., New London, NC, a family-owned wholesale swimming pool supply distributor. He has been employed with the family business since 1996 and has served as General Manager since 2010 and Vice President since 2017. Hudson Pool Distributors has been in operation since 1973 and is the largest single warehouse distributor of pools and spas in the Southeast, serving pool construction companies and pool retail stores.  Mr. Hudson is a native of and resides in Stanly County.

He serves as the Director of the Uwharrie Youth Football League and the West Stanly Youth Football League and is a member of the Endy Optimist Club and Deacon Board of First Baptist Church in Oakboro.  

Mr. Hudson has extensive experience in small business management and civic involvement in Stanly County.

Harvey H. Leavitt, III

Mr. Leavitt is the owner and operator of Leavitt Funeral Home in Wadesboro, NC.  A third-generation funeral director, he joined the business in 1982 as a licensed professional and purchased the business from his father in 1988.  In 1997, he added a cemetery, Anson Memorial Park, to the business operations.  In 2003, Mr. Leavitt partnered with several local businessmen to open a new adult care facility, Meadowview Terrace Assisted Living.

He has a business degree from the University of North Carolina at Chapel Hill and a degree in funeral service from Gupton-Jones College in Atlanta, GA.  Professionally, he has served as President of both the NC Board of Funeral Service and the NC Funeral Directors’ Association.  He currently serves on the American Board of Funeral Service Education as a member of their accreditation team as they accredit funeral service education programs across the United States.

Mr. Leavitt has served on a number of local community boards and organizations including the Anson County Chamber of Commerce, Uptown Wadesboro Inc., the South Piedmont Community College Board of Trustees, the South Piedmont Community College Foundation Board, the Lillie Bennett Charitable Trust, the Anson Community Hospital Foundation, and the Central NC Council for the Boy Scouts of America.  He is a longtime member of First United Methodist Church, Wadesboro, NC.

Mr. Leavitt has extensive experience in small business management and regulation.

Samuel M. Leder

Mr. Leder is the managing partner with Potter & Company, PA, Certified Public Accountants, Concord, NC, where he has worked since 1995.  The firm has offices in Monroe, Concord, Mooresville and Charlotte.  Prior to joining Potter & Company, Mr. Leder was an accountant with Butler & Stowe, Certified Public Accountants and Assistant Controller with Colter Bay International.  In his accounting practice, Mr. Leder’s industry experience includes audit, financial reporting, tax, compliance and related accounting services to thenot-for-profit, construction, service organizations, manufacturing and distribution and governmental markets.

Mr. Leder is a member of the North Carolina Association of Certified Public Accountants, the American Institute of Certified Public Accountants, and the Cabarrus Regional Chamber of Commerce, on which he served on the Board of Directors from 2005 to 2012 and as Board Chair in 2010.  He was previously President of the Concord Rotary Club and served as Treasurer for the Carolina International School Board of Directors from 2008 to 2015.  Mr. Leder currently serves as Treasurer for the Ella Foard Foundation for Rett Syndrome and as an Advisory Board Member for Carolinas HealthCare System NorthEast in Concord.  Mr. Leder is a current member of the Concord City Council.  He earned a Bachelor of Science in Business Administration and Masters of Accounting from the University of North Carolina at Chapel Hill.

He has extensive experience in public accounting and business management and civic involvement in Cabarrus County.  Mr. Leder serves on the Company’s Audit Committee.

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W. Chester Lowder

Mr. Lowder is the Livestock Director – Public Policy Division for the North Carolina Farm Bureau Federation, Inc., Raleigh, NC.  He represents NC Farm Bureau on livestock issues at the state and national level.  In addition, he assists in covering many environmental issues and is the primary liaison on soil and water conservation matters.  He joined the North Carolina Farm Bureau Federation staff in 1995.  Prior to joining NCFB, Mr. Lowder ran a successful dairy operation in Stanly County for more than 25 years.

Mr. Lowder is a graduate of North Carolina State University where he earned a Bachelor of Science degree in Animal Science-Business.

Mr. Lowder has held numerous volunteer leadership positions within North Carolina Farm Bureau including state board, executive committee and vice president.  Mr. Lowder has also served in other leadership roles with the Stanly County Farm Bureau, Stanly County Board of Commissioners, Stanly Community College (Albemarle, NC), and various civic and industry groups.

Mr. Lowder currently serves on various committees for the North Carolina Department of Agriculture and Consumer Services, the North Carolina State University College of Agriculture and Life Sciences, and the NC Department of Environmental Quality, serving on the Water Pollution Control Systems Operators Certification Commission.  Mr. Lowder is currently a member of committees working with the United States Department of Agriculture, Natural Resource Conservation Service, NC Dairy and Growth Industry Promotion Committee, the Southeast United Dairy Industry Association, and NC Dairy Stabilization, Inc. Board and Steering Committee.  He currently serves as a supervisor on the Stanly Soil and Water Conservation District.  He has served on the Executive Committee for the NC Association of Soil and Water Districts and is on the Board of Directors for both the NC Dairy Producers Association as well as the State Animal Response Team where he serves as Chairman and Executive Director.  Mr. Lowder is an active member of First United Methodist Church in Norwood, NC, where he serves on several church committees and councils.

He has extensive experience in the agriculture industry locally and at the state and national levels.  Additionally, he is actively engaged in local and civic activities to benefit and grow the local community.

Mr. Lowder is a past Chairman of the Board of Directors for Uwharrie Capital Corp and Uwharrie Bank.

Wesley (Wes) A. Morgan

Mr. Morgan is the general manager and part owner of Rolling Hills Gin, LLC, New London, NC.  This business is a family-owned cotton ginning facility that serves the needs of cotton farmers in Stanly County as well as over seven surrounding counties.  Mr. Morgan has served as general manager since 1996 when the gin was built as astate-of-the-art facility that has been a valuable asset to the farming community.

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Mr. Morgan started his career at Piedmont Diesel Service in Albemarle where he worked from 1987 -1996 as office manager and diesel pump technician before leaving to help his family build the cotton gin.

Mr. Morgan graduated top of his class at King’s College, Charlotte, NC, in the Accounting Program in 1987.  He has served on the Stanly County Chamber of Commerce Board of Directors.   He currently serves on the Stanly County Economic Development Commission as well as School Board President of Christ the King Christian Academy.  He is also the current PresidentChairman of Southeastern Cotton Ginners and First Vice President of the National Cotton Ginners Association.

Mr. Morgan is an active member of New Mt. Tabor United Methodist Church in Richfield, NC, where he attends with his wife, son, and daughter.  He serves as Finance Committee Chairperson and is a member of the mission team.

Mr. Morgan has extensive experience in the agriculture industry and business management.

Cynthia L. Mynatt

Cyndie Mynatt has served as the President of Ben MynattBuick-GMC in Concord, NC, since its inception in 1991; Ben Mynatt Nissan in Salisbury, NC since its beginning in 2002; and Ben MynattPre-Owned in Kannapolis since its founding in 2003.  In 2008, Ms. Mynatt became the owner, president and manager of Ben Mynatt Chevrolet-Cadillac in Concord, NC, which was founded by her father in 1976.  The three automobile franchises and one independent dealership currently employ over 160 employees.

Ms. Mynatt earned a Bachelor of Arts degree from Duke University.  She is also a graduate of the NADA Dealer Candidate Academy, General Motors Dealership Management Academy, the American Leadership Forum (Charlotte Region, Senior Fellow) and the N.C. Commissioner of Banks Bank Directors’ College.

Ms. Mynatt is involved in many civic activities.  Currently, she serves on the Rowan-Cabarrus Community College Board of Trustees, serving as the Vice Chair, and on its Foundation Board.  She also serves on the Ben Mynatt Children’s Foundation Board of Directors and has been a member of the Cabarrus Rotary Club since 1992, formerly serving as President and honored as a Distinguished Rotarian and Paul Harris Fellow.  Professionally, she serves on the Board of Directors of the North Carolina Automobile Dealers Association, the NCADA Charitable Foundation, the Greater Charlotte Automobile Dealers Association Board of Directors, and the CharlotteBuick-GMC Local Marketing Association’s Board of Directors, serving as President.  She has received numerous business awards for her professional achievements.

In years past, she has been active and held leadership positions with the Cabarrus County Economic Development Corporation, the Cabarrus Regional Chamber of Commerce, the Cannon Memorial YMCA of Kannapolis, the University of North Carolina at Charlotte Board of Visitors and Foundation, the United Negro College Fund of Barber-Scotia College of Concord, the United Way of Central Carolinas, Providence Day School Board of Trustees, the Cabarrus County Community Foundation, the Cabarrus College of Health Sciences Board of Trustees and various business activities with General Motors.

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Ms. Mynatt served as past Vice Chairwoman and Chairwoman of the Board of Directors of Uwharrie Bank’s predecessor.

Ms. Mynatt has extensive experience in the areas of business management, board involvement and governance, and civic involvement.

James E. Nance

Mr. Nance served as Dealer Operator and President for Confederate Motors, Inc., which was a family-operated Chevrolet-franchised dealership, from 1973 until the sale of the business in 2007.  In 2008, he started North State Acquisitions, LLC, which is a real estate firm specializing inright-of-way negotiations and claim settlements.

Mr. Nance is a graduate of the University of North Carolina at Chapel Hill with a Bachelor of Science in Business Administration.  He also is a licensed Real Estate Broker and Broker in Charge in the State of North Carolina.

He currently serves as a member of the Board of Directors of the North Carolina Railroad Company where he is Chairman of the Strategic Planning and Economic Development Committee, member of the Board of Directors of the State University Railroad, Advisory Committee for the Central N.C. Council of the Boy Scouts of America, member of the Eagle Scout Board of Review for the Stanly District, and a member of Central United Methodist Church, Albemarle, North Carolina.

He previously served as Vice Chairman and member of the North Carolina Board of Transportation, Finance Chairman and member of the Board of Trustees of Stanly Community College, Vice Chairman and member of the North Carolina Housing Finance Agency, member of the Board of Visitors of the University of North Carolina at Chapel Hill, Vice Chairman of the Stanly County Economic Development Commission, member of the Stanly County Airport Authority, Administrative Board of Central United Methodist Church, Board of Trustees of Pfeiffer University, Board of Directors of Stanly County ARC Services, Inc.,Co-Chairman of the North Carolina Automobile Dealers Association Legislative Committee, and Board of Directors of the North Carolina Citizens for Business and Industry.

Mr. Nance is an Eagle Scout and also a recipient of the Silver Beaver Award from the Central North Carolina Council of Boy Scouts of America.

He has extensive experience in business management, state and federal governmental relations, transportation, and education.

He is an original incorporator of Bank of Stanly (now known as Uwharrie Bank) and has served on the Board of Directors of Uwharrie Bank’s predecessor and Uwharrie Capital Corp where he served as Chairman of both organizations.  He also served as Vice Chairman of the Board of The Strategic Alliance Corporation, Inc., a securities broker-dealer and wholly owned subsidiary of Uwharrie Bank.

Chris M. Poplin

13Mr. Poplin has been employed since 1990 with Charlotte-based Faison Enterprises, Inc., a middle market, private equity firm focused primarily on commercial real estate across multiple asset classes in the Southeast United States.  He has served as its Chief Financial Officer since 2013 and Chief Operating Officer since 2016.  He also serves as the Treasurer and is a member of the Investment Committee.  He previously worked two years for Pete A. Harward & Associates, Albemarle, NC, as an accountant and two years with Ernst & Whinney, Charlotte, NC, as an audit and tax accountant.

Mr. Poplin earned a Bachelor of Science degree in Accounting from the University of North Carolina at Charlotte.

He is a native of and resides in Stanly County.  Mr. Poplin is active with St. Martin’s Lutheran Church, Albemarle, NC.  He currently serves on the Governing Board of Directors at the Foundation For The Carolinas and is a member of the Finance Committee.  He also currently serves as the Chair of the Stanly County Community Foundation.

Mr. Poplin has extensive experience in real estate and business finance.

Frank A. (Alex) Rankin, III

Mr. Rankin has almost 40 years of experience working both in civil engineering and in land surveying within the land development services industry.  Mr. Rankin was the first full-time employee of Concord Engineering & Surveying, Inc. (CESI), starting part-time with the newly chartered firm in 1978.  As the firm grew, Mr. Rankin was quickly exposed to aspects of many types of surveying, and was able to hone his civil engineering skills based onin-the-field experiences working with contractors to build sites designed by both CESI and others.

In 1983, Mr. Rankin became an equity owner of the firm and was given the role of Vice-President, while at the same time continuing to actively supervise surveying and civil engineering projects.  Mr. Rankin became President in 1998 and began to concentrate on management and administrative duties. In 2018, Mr. Rankin stepped down as President of the firm, sold his equity interest in CESI back to the company, and currently serves as Chair of the CESI Board of Directors.

Mr. Rankin is a life-long resident of Cabarrus County and has been active in many community issues during his professional career.  Mr. Rankin is a past Chairman of the Cabarrus Regional Chamber of Commerce, a past Chairman of the Coltrane Life Center, a founder and past Chairman of Uwharrie Bank’s predecessor, an initial board member of Uwharrie Bank, and a past Chairman of the Concord Rotary Club.  He has served on the Cabarrus Board of Health, on the Board of Directors for the North Carolina Society of Surveyors, has twice been President of the Concord Downtown Development Corporation Board, served from 2001 until 2015 on the North Carolina Workforce Development Commission, was elected in 2015 as Chairman of the Governing Board of the Carolina Thread Trail, is a Senior Fellow of the American Leadership Forum, was reappointed in 2017 to the North Carolina Land Records Advisory Committee of the NC Secretary of State, and was appointed in January of 2018 as Chairman of the NC Geographic Information Coordinating Council, along with service to many other organizations.

Mr. Rankin earned a Bachelor of Science in Biological and Agricultural Engineering from North Carolina State University, Raleigh, NC.  He holds Professional Engineer and Professional Land Surveyor registrations in numerous states.

Mr. Rankin has extensive experience in small business management and civic involvement in Cabarrus County.

Mr. Rankin currently serves as Vice ChairmanChair of the Board of Directors for Uwharrie Capital Corp and Uwharrie Bank.  He is a member of the Company’s Audit Committee.

Randy T. Russell

Mr. Russell is the founder and President of Sports Med Properties, a full-service commercial real estate company located in Charlotte, NC.  He started his career at Colony Development Partners in 2004 as a project manager where he later became a partner in the healthcare/office division.  Mr. Russell has successfully managed the development and acquisition of real estate assets totaling over three million square feet.  In 2014, Mr. Russell started SMP Management, an asset and property management company serving clients nationally.

Mr. Russell has served on the Advisory Board for the Assistance League of Charlotte since 2010 and is a member of the Bridge Foundation.  Both organizations share his passion of serving the children of the local community.

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Mr. Russell earned a Bachelor of Science degree in Business Marketing and Finance from the University of North Carolina at Wilmington, and a MasterMasters of Business Administration from Campbell University.  He is also a licensed Real Estate Broker and Broker in Charge in North Carolina and South Carolina.

Mr. Russell has extensive experience in commercial real estate, project management and business management.

S. Todd Swaringen

Vernon A. Russell

Vernon A. Russell has been a practicing attorney for more than 35 years and is the current owner of Vernon A. Russell, Attorney at Law, PLLC in Concord, Cabarrus County, North Carolina.  Prior to his current legal practice, Mr. Swaringen isRussell was a certified public accountantprincipal and partner with Beane Swaringen & Company, PLLC, Albemarle, NC. He joined Cynthia H. Beane, CPA, in 1998 as a staff accountant and became a partner in the law firm of Plummer Russell & Plummer, PLLC, a general practice firm located in January of 2006. The firm currently operates offices in Albemarle and Locust, NC, serving tax and accounting needsConcord, Cabarrus County, North Carolina for small businesses, individuals,not-for-profit entities, estates and trusts. During peak times, the firm employs twelve staff members, five of whom are certified public accountants.30 years.  

Mr. SwaringenRussell earned a Bachelor of Arts in Public Administration from North Carolina Central University (cum laude 1978) and a Juris Doctor from the University of North Carolina School of Law, 1981.

Mr. Russell has been a leader in the legal community for many years, serving on the Board of Community Corrections, The Indigent Defense Services Committee, The North Carolina Academy of Trial Lawyers (county captain), the Disciplinary Hearing Committee of the North Carolina State Bar and a lecturer and presenter on a variety of legal subjects.

In addition to serving the legal community, Mr. Russell has been involved in many civic activities.  He currently serves on the Board of the Cabarrus County Community Foundation (Vice Chair).  He previously served on the Cabarrus County Board of Health, Cabarrus County Schools Blue Ribbon Committee, The Barber Scotia College Board of Trustees (two terms as chairperson, chair of the Finance Committee and general counsel), The Northeast Hospital Foundation Board and a past chair of the Cabarrus Bank and Trust Board of Directors (a predecessor of Uwharrie Bank).

Mr. Russell has extensive experience in civil and criminal litigation.

Matthew A. Shaver, MD

Dr. Shaver is a General Surgeon with Atrium Health, formerly Carolinas Healthcare System, and Medical Director of Albemarle Surgical Associates.  He joined the staff in July of 2014 with what was at that time Stanly Regional Hospital, Albemarle, NC.  Dr. Shaver is a native of and resides in Stanly County.  

He earned a Bachelor of Science degree in accountingBiochemistry from East Carolina University summa cum laude in 2005 after finishing as Valedictorian at Albemarle High School.  He then continued his training at Wake Forest University School of Medicine where he earned his Doctor of Medicine in 2009.  He completed his training at Greenville Health System in Greenville, South Carolina, as part of the University of NorthSouth Carolina at Wilmington.system in 2014.  During his residency, he received the Jackson Award for top overall intern, irrespective of specialty, and served as the Administrative Chief Resident in his final year.  He has performed various medical research activities and is published.  He has much volunteer experience with the American Red Cross, Habitat for Humanity and various health-related organizations and groups.  

He currently serves on the Medical Executive Committee as staff treasurer, medical director for Albemarle Surgical Associates, and as chair of the Medical Credentialing Committee for the hospital.  He also serves on the system-wide Credentials Committee and Surgical Oncology Quality Committee.  He is a general member of the American Institute of Certified Public Accountants and theMedical Association.  

He has participated as a voluntary team physician for North Carolina Association of Certified Public Accountants.

Mr. Swaringen is past Chairman of theStanly High School Athletics.  He recently won Stanly County Chamber of Commerce, past Chairman ofDancing with the Stars in partnership with the Butterfly House, a children’s advocacy center serving abused children in Stanly Regional Medical Center Foundation Board, and member of the Albemarle Rotary Club.surrounding counties.  He is past Chairman of the United Way of Stanly County Board of Directors. He also is a former member of thehas led healthcare discussions at Stanly Community College Board of Trustees. He currently serves as a member ofand has given multiple medical-related presentations to businesses in the Stanly County Schools Board of Education. Mr. Swaringen is also an active member of his church.community.

He

Dr. Shaver has extensive experience in personalmedicine, management, and business income taxation. He enjoys working with his clients both to navigate existing tax law and to update them on new legislation that could impact their future returns.community engagement in Stanly County.

Mr. Swaringen serves as Chairman of the Audit Committee, designated as the financial expert.

Director Independence

Each member of the Company’s Board of Directors and each nominee for election to the Board is “independent” as defined by NASDAQ listing standards and by the rules and regulations promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), with the exception of Ms. Eudy and Messrs. Rankin and Swaringen, each of whom is independent under NASDAQ listing standards but is not independent under SEC Rule10A-3(b). Although the Company’s securities are not listed on NASDAQ, the Board uses NASDAQ’s definition of independence in determining whether or not a director or nominee for director is independent. In making this determination the Board considered any material insider transactions between directors or nominees for director and the Company or its subsidiaries.  All such transactions were conducted at arm’s length upon terms no less favorable than those that would be available from an independent third party for comparable transactions.

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Director Relationships

No director is, nor has been in the last five years, a director of any other company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

Dean M. Bowers, a nominee for director, is the son of Nadine B. Bowers, a current director. Mrs. Bowers’s term as a director will end with the Annual Meeting.

Meetings and Committees of the Board of Directors

The Board of Directors of the Company held thirteen (13) regular meetings during 2017.2018.  Each director attended 75% or more of the aggregate number of meetings of the Board of Directors and of any committees on which he or she served, except Ms. Mynatt, who attended fewer than 75% of such meetings due to prior business commitments.

It is the policy of the Company that directors attend each annual meeting and any special meetings of the Company’s shareholders.  Fourteen (14)Thirteen of the Company’s seventeen (17)sixteen directors then in office attended the 20172018 annual meeting of shareholders.

The Company’s Board of Directors has several standing committees, including a Human Resources and Compensation Committee, a Nominating Committee and an Audit Committee.  During 2017,2018, the full Board of Directors served as the Human Resources and Compensation Committee and as the Nominating Committee.

Human Resources and Compensation Committee.  The full Board of Directors currently serves as the Human Resources and Compensation Committee.  All members of the Human Resources and Compensation Committee are independent directors as defined by NASDAQ listing standards.  The Human Resources and Compensation Committee reviews the compensation process for the Company and its subsidiaries to ensure it is consistent with corporate and board policy.  The Human Resources and Compensation Committee serves as the catalyst for the development of compensation-related recommendations for all officers of the Company and its subsidiaries and meets with representatives of the Company and each subsidiary to develop recommendations and input into the overall budget process for the Company.  During 2017,2018, the entire Board of Directors served as the Human Resources and Compensation Committee and therefore the committee did not meet independently.

When the entire Board is not serving as the Human Resources and Compensation Committee, the committee meets on anas-needed basis to review the salaries and compensation programs required to attract and retain the Company’s executive officers and those of its subsidiaries.  The Committee participates in the budget process by recommending salary levels for executive and senior officers to be approved by the respective Boards of Directors of the Company and its subsidiaries.  The Committee makes recommendations to each of the Boards of Directors regarding the compensation of executive and senior officers with the respective Boards of Directors ultimately determining such compensation.  The salary of each of the Company’s

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executive and senior officers is determined based upon the officer’s experience, managerial effectiveness, contribution to the Company’s overall profitability, maintenance of regulatory compliance standards and professional leadership.  The Committee also compares the compensation of the Company’s executive and senior officers with compensation paid to executives of similarly situated bank holding companies, other businesses in the Company’s market area and appropriate state and national salary data.  The Human Resources and Compensation Committee has adopted a formal charter, which is included asExhibit A to this proxy statement.

Nominating Committee.  The full Boardcurrent members of Directors currently serves as the Nominating Committee.Committee are Tara G. Eudy – Chair, Dean M. Bowers, Samuel M. Leder, Frank A. Rankin, III, and Randy T. Russell.  All members of the Nominating Committee are independent directors as defined by NASDAQ listing standards.  The full boardBoard, upon recommendation of the Nominating Committee, recommended the seven (7) ten nominees for election to the Board of Directors at the Annual Meeting.  During 2017, the entire Board of Directors served as2018, the Nominating Committee and therefore the committee did not meet independently.met one time.

The Company does not have a formal diversity policy in effect relative to the Director Nomination Process;director nomination process; however, the Nominating Committee considers diversity of race, gender, national origin, professional experience, skill, education, differences of viewpoint, leadership and involvement in the community, and other individual qualities and attributes that contribute to board heterogeneity.  Since the Company’s inception, its rotating Board of Directors has been comprised of persons with varied expertise who represent the different constituents and needs for financial services of the communities we serve.  The Nominating Committee actively seeks individuals who the Committee determines meet such criteria and standards for recommendation to the Board as nominees.

Nominations for election to the Board of Directors by shareholders for the 20192020 annual meeting should be submitted in writing to the Chief Executive Officer, President or Secretary of the Company by December 1, 2018,2019, and should be accompanied by a statement of each candidate’s qualifications and willingness to serve as a director.  In order to stand for election to the Board of Directors, nominees must be in compliance with the Company’s Policy Statement and Guidelines for Uwharrie Capital Corp Stock Ownership by Directors.  A copy of the Policy Statement may be obtained free of charge upon written request made to the Secretary of the Company.  The Nominating Committee has adopted a formal charter, which is included asExhibit B to this proxy statement.

Audit Committee.The audit committee is a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.  The current members of the Audit Committee are S. Todd Swaringen – Chairman,  W. Stephen Aldridge, III, Joe S. Brooks,  Bill C. Burnside, James O. Campbell, Tara G. Eudy, Allen K. Furr, Thomas M. Hearne, Jr., Samuel M. Leder and Frank A. Rankin, III.  The members of the Audit Committee are “financially literate” under applicable standards and, with the exception of Ms. Eudy and Messrs. Swaringen and Rankin, each member of the Audit Committee is “independent” under applicable standards.  The Board of Directors has determined that S. Todd Swaringen meets the requirements of the SEC for qualification as an “audit committee financial expert.”  An audit committee financial expert is defined as a person who has the following attributes:  (i) an understanding of generally accepted accounting principles (“GAAP”) and financial statements; (ii) the ability to assess the general application of GAAP in connection with the accounting for estimates, accruals and reserves; (iii) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity

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of issues that can reasonably be expected to be raised by the reporting company’s financial statements, or experience actively supervising people engaged in such activities; (iv) an understanding of internal control over financial reporting; and (v) an understanding of audit committee functions.

The Audit Committee met five (5) times during 2017.2018.  The Report of the Audit Committee is included on page 2731 of this proxy statement.  The Audit Committee has adopted a formal charter, which is included asExhibit C to this proxy statement.

Board Leadership Structure and Role in Risk Oversight

The Company’s Board of Directors comprises three classes of directors serving staggered three-year terms and includes several standing committees, the responsibilities and membership of which are described above.  The Chairman of the Board is a rotating office and overall terms of directors are subject to term limits.  The Company’s Chief Executive Officer is not a member of the Board of Directors.  The Company has determined that this leadership framework is appropriate given the Company’s organizational structure, core values and the business activities of its subsidiaries.

Under North Carolina law, the Board of Directors is responsible for managing the business and affairs of the Company, including the oversight of risks that could affect the Company.  Although the full board has responsibility for the general oversight of risks, it primarily conducts its risk oversight function through committees, including the Audit Committee and the Human Resources and Compensation Committee, as described above, as well as through other committees, including the Credit Committee, the Senior Risk Management Committee, and the Enterprise Risk Management (“ERM”) Committee.

Enterprise Risk Management Committee. During 2010, the Company established the Enterprise Risk Management (“ERM”) Committee of the Board of Directors and the Senior Risk Management Committee (composed of internal management personnel).  The ERM Committee is a formal risk management structure designed to anticipate and deal with uncertainties that have the capacity to positively, or negatively, influence the creation of value for the Company on an enterprise level.  In establishing this committee, the Board of Directors wished to augment, rather than replace, the Company’s existing risk management practices.  In 2014, the full Board assumed the responsibilities of the ERM Committee.  In addition to the Board, the Company’s Chief Executive Officer, Chief Risk Officer, Chief Operating Officer and Chief Financial Officer are members of the ERM Committee.  The Company has also established the Senior Risk Management Committee.  This committee is a management-level committee intended to augment the Company’s existing risk management practices and support the Board of Directors’ ERM Committee in its role.  The Senior Risk Management Committee’s role is to develop tools and methodologies across all business units and subsidiaries to identify, assess, and evaluate risk stemming from strategy, operations, credit, market and interest rates, and reputation.

Information Technology Steering Committee.  Given the important role of information technology in the Company’s operations and customer service, the Company has established an Information Technology Steering Committee to protect the Company’s information assets wherever they reside.  As such, the committee reviews, monitors, aligns and prioritizes all significant strategic information technology initiatives and security risks.  The committee includes members from the Company’s technology department, key executives from each of the Company’s business units and support groups, and

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the Company’s Chief Risk Officer.  Minutes of this committee are reported to the Uwharrie Capital Corp Audit Committee and subsequently reported by the Audit Committee to the Uwharrie Capital Corp Board of Directors. Information security is the process by which an organization protects and secures its systems, media, and facilities that process and maintain information vital to its operations.  Protection of information assets is necessary to establish and maintain trust between a financial institution and its customers, maintain compliance with the law, and protect the reputation of the institution.  Timely and reliable information is necessary to process transactions and support financial institution and customer decisions.  The security of the Company’s systems and information is essential to its safety and soundness and to the privacy of customer financial information.  These security programs must have strong board and senior management level support, integration of security activities and controls throughout the organization’s business processes, and clear accountability for carrying out security responsibilities.

A financial institution establishes and maintains truly effective information security when it continuously integrates processes, people, and technology to mitigate risk in accordance with risk assessment and acceptable risk tolerance levels.  The Company protects its information by instituting a security process that identifies risks, forms a strategy to manage the risks, implements the strategy, tests the implementation, and monitors the environment to control the risks.  Risk management practices should promote effective, safe, and sound IT operations that ensure the continuity of operations and the reliability and availability of data.

Credit Committee. The Credit Committee of Uwharrie Bank is charged with making decisions on loan requests that exceed loan officer lending authority levels.  The process includes participation in active discussion regarding the loans under consideration, including loan structure and risk tolerance.  Loans that exceed the Credit Committee’s authority, along with insider loans, are recommended for approval to the Board of Directors of Uwharrie Bank for further action.  The Credit Committee is also responsible for reviewing certain reports presented by Credit Administration to include asset quality reports to manage loan delinquency,non-performing assets, charge-offs and classified loans.  In addition, the Credit Committee reviews exceptions for policy, documentation andloan-to-value, along with loan concentration reports and allowance of loan losses and lease methodology and quarterly calculations.  The Credit Committee reports its activities in detail to the Bank’s Board of Directors monthly.

The Credit Committee reviews and approves loan requests for relationships that exceed $500,000 in exposure for structure and repayment terms, underwriting, collateral, and risk grading.  The Credit Committee also reviews annual loan reviews prepared by the credit administration department for loan relationships with total exposure of $1 million and greater.  The Credit Committee reviews loans and relationships that are potential problems, loans that are in or proceeding into foreclosure/collection status and other special circumstances as presented by loan officers of Uwharrie Bank.

Director Compensation

During 2017,2018, the Company paid each director received a fee of $300 for each Board of Directors meeting attended and $100 for attendance at each meeting of a committee.  MembersThe Company paid members of the Audit Committee were paid $500 per meeting for Audit Committee meetings attended due to the additional time required.  In the event an Audit Committee meeting runs over three hours, the Company pays each committee member an additional $100 per hour.  Directors also received an allowance for travel associated with their attendance at meetings of the Board of Directors and its committees.  An annual retainer fee of

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$7,500 $7,500 was paid to the Board of Directors’ Chairman and Vice Chairman and the Audit Committee Chairman, paid in monthly amounts of $625.The amounts described above and included in the table below also include fees or reimbursements for service on the Board of Directors of Uwharrie Bank or its committees. The following table presents a summary of all compensation earned by the Company’s directors for their service as such during the year ended December 31, 2017.2018.

DIRECTOR COMPENSATION TABLE

Executive Officers

The following table contains information about the executive officers of the Company.

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Executive Compensation

The following Summary Compensation Table shows all cash andnon-cash compensation paid to, received by or deferred by Roger L. Dick, Brendan P. Duffey, and R. David Beaver, III (the “Named Executive Officers”) for services rendered in all capacities during the fiscal years ended December 31, 20172018 and 2016.2017.  Compensation paid to the Named Executive Officers consisted of cash salary, bonus, equity compensation in the form of stock awards, 401(k) matching contributions, insurance premiums paid on behalf of each of the Named Executive Officers, commission-based compensation and certain perquisites.  The following table summarizes the dollar amounts of each element of compensation and, for stock awards, the aggregate grant date fair value computed in accordance with Accounting Standards Codification 718 issued by the Financial Accounting Standards Board.

SUMMARY COMPENSATION TABLE

Outstanding Equity Awards at FiscalYear-End

No incentive stock options or purchase options were granted to the Named Executive Officers during 20172018 or 2016.2017.  As of December 31, 2017,2018, there were no vested or unvested incentive stock options to purchase shares of the Company’s common stock held by any of the Named Executive Officers.

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Mr. Beaver received a grant of 2,675 shares of common stock in 2018 and 1,941 shares of common stock in 2017 and 2,490 shares of common stock in 2016 under the Company’s 2015 Stock Grant Plan.  All of these shares were vested as of December 31, 20172018 and 2016,2017, respectively.

2015 Stock Grant Plan

In 2015, the Board of Directors approved the Uwharrie Capital Corp 2015 Stock Grant Plan.  The plan allows the Company or its subsidiaries to make grants of the Company’s common stock to employees, directors or independent contractors of the Company or its subsidiaries as an alternate form of compensation or as a performance bonus.  The purpose of the plan is to advance the interests of the Company and its shareholders by enabling participants to acquire a proprietary interest in the Company by ownership of its common stock and to keep personnel of experience and ability in the employ of the Company or its subsidiaries and to compensate them for their contributions to the Company or its subsidiaries and thereby induce them to continue to make such contributions in the future.

The Company’s Chief Executive Officer has discretion as to whom to award stock grants as well as the amount and frequency of the grants.  The Chief Executive Officer’s decisions are subject to the approval of the Board of Directors.  The Board of Directors has full and final authority to construe and interpret the plan and to make all other determinations and take all other actions deemed necessary or advisable for the proper administration of the plan.

The shares of common stock used for grants under the plan are outstanding shares purchased by a revocable trust formed by the Company.  The trust retains legal ownership of all shares purchased for the benefit of participants until such time as the transfer of shares to the participant is completed; however, the participant is 100% vested in the shares purchased on his or her behalf as soon as the trust’s purchase of shares has been completed.  Participants receive stock grants in the form of shares of common stock in a single or proportional award, as soon as administratively feasible following each purchase of shares for such participant, but no later than the last business day of December in the year of grant.  Shares that are transferred to a participant result in taxable income for the participant.  The amount of taxable income is based on the price of the shares when they are purchased for the participant.  These amounts are subject to required income tax and employment tax withholdings.

In the event that the Board of Directors determines, in its sole discretion, that any stock dividend, stock split, reverse stock split, reclassification, reorganization, merger, consolidation,split-up,spin-off, combination, exchange of shares, warrants or rights offering, or other similar transaction affects the common stock such that an adjustment is required in order to preserve the benefits or potential benefits intended to be granted or made available under the plan to the participants, the Board of Directors has the right to proportionately and appropriately adjust stock grants.

The Board of Directors may alter, suspend, or terminate the plan at any time.  No stock grants may be granted during any suspension or after the termination of the plan.  No amendment, suspension, or termination of the plan will, without a participant’s consent, alter or impair any of the rights or obligations under any outstanding stock grant unless such alteration is required in order to comply with applicable law.

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All costs and expenses incurred in the operation and administration of this plan are borne by the Company.

Supplemental Executive Retirement Plan

The Company has implemented anon-qualified deferred compensation plan for certain executive officers.  Certain of the plan benefits will accrue and vest during the period of employment, and can be paid in one lump sum payment or will be paid in fixed monthly benefit payments for up to ten years commencing with the officer’s retirement or separation from service under certain circumstances.

Effective December 31, 2008, this plan was amended and restated to comply with Section 409A of the Internal Revenue Code.  The participants’ account liability balances were transferred into a trust fund, where investments can be participant-directed.  The plan is structured as a defined contribution plan and the Company’s expected annual funding contribution for the participant has been calculated through the participant’s expected retirement date.  Under the terms of the agreement, the Company has reserved the absolute right, at its sole discretion, to either fund or refrain from funding the plan.

PENSION BENEFITS

Split-Dollar Life Insurance Agreements

The Company has purchased life insurance policies on certain of its executive officers.  The Company has entered into an Endorsement Method Split-Dollar Plan Agreements (the “Split-Dollar Agreements”) with Roger L. Dick and Brendan P. Duffey.  Under the terms of the Split-Dollar Agreements, the proceeds from the policy are divided between the Company and the executive’s designated beneficiary with the executive’s designated beneficiary receiving up to 70% of the difference between the total proceeds of the policy and the policy’s cash value.  As of December 31, 2017,2018, the survivor’s benefit for the named beneficiaries of Mr. Dick and Mr. Duffey under these life insurance policies was $2,124,330$2,087,453 and $1,000,000 respectively.

Change in Control Severance Agreement

The Company entered into a Change in Control Severance Agreement with R. David Beaver, effective as of January 1, 2015.  Under the agreement, Mr. Beaver is entitled to certain severance benefits if his employment is terminated under certain circumstances that would constitute a “covered termination” under the agreement.  A covered termination means (i) Mr. Beaver’s dismissal or discharge was for reasons other than “cause” (as defined in the agreement), death or disability or (ii) the executive’s termination of his own employment for “good reason” (as defined in the agreement), either of which occurs within 12 months following the effective date of a “change in control” (as defined in the agreement).  If a covered termination occurs, Mr. Beaver would be entitled to: