Hedging Policy

The Company has not adopted any practice or policy regarding the ability of our employees (including officers) or directors, or any of their designees, to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities.

PROPOSAL 1:  ELECTION OF DIRECTORS

Nominees

The Company’s Bylaws currently provide for a Board of Directors composed of not less than twelve nor more than twenty-one members divided into three classes of directors who are elected to staggered terms of three years. The Board of Directors has set the number of directorships at twenty. The Board of Directors has nominated the seven 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.

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

Incumbent Directors

The Company’s current Board of Directors includes thirteen directors whose terms will continue after the Annual Meeting. The following table contains information about those thirteen 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 current 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

Mrs. 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 Regional Sales Manager/Co-owner of Quality Equipment, LLC. Quality Equipment, LLC is a farm equipment retail business selling John Deere farm equipment, irrigation equipment and precision agricultural equipment with twenty-seven locations throughout North Carolina and Virginia. He is currently Vice-Chairman of the Board of Directors for Quality Equipment, LLC.

He graduated from Appalachian State University (“ASU”), 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 technology in-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 served 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, serving from 2016 to 2018 as Finance and Facilities Committee Chairman and 2019 to 2022 as Board 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 served as charter organization representative from 2017 to 2021.

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 currently serves as a member of the Company’s 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 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 of on-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 as a member of the Company’s Audit Committee.

Vanessa O. Chambers

Mrs. Chambers is actively involved in the ministry and serves as Associate Minister at Parker’s Grove Baptist Church in New London, North Carolina. She obtained her Diploma in Biblical Studies Degree from TCIF, Inc. Bible College in 2019. She also serves as a Pastor’s Aid and Treasurer at Parker’s Grove Baptist Church, as well as Sunday school teacher, Deaconess, former choir member and former Praise Team leader.

Mrs. Chambers currently works as an in-home private duty Certified Nursing Assistant and has a number of years’ experience in the medical field. She holds her Med Techs licensure, as well as Certified Nursing Assistant I, Certified Nursing Assistant II certifications, and is CPR certified. She obtained a certification for Preceptor for Assisted Living Administrators for the State of North Carolina in 2019. In previous years, Mrs. Chambers held the position of Administrator at Carebridge Assisted Living, America Living Centers and Willow Ridge Assisted Living, and worked for several local Assisted Living facilities in Albemarle including Britthaven, Woodhaven Court and Spring Arbor. She is a former co-owner, administrator and marketing director of a family care home in New London, North Carolina.

Mrs. Chambers earned the degree of Certificate in Business Administration – Human Resource Management from Stanly Community College in 2002. Other hobbies include ownership and management of an event planning business where she assists clients with planning, preparing and decorating for weddings and parties.

Mrs. Chambers has experience in small business management.

Tara G. Eudy

Mrs. Eudy is co-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. Mrs. Eudy has served on the North Carolina Land Title Association Board and is past chairwoman, past treasurer, past secretary and past vice chairwoman. Mrs. Eudy has served on the North Carolina Bar 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.

She previously served as Vice Chair and Chair of the Board of Directors of Uwharrie Bank’s predecessor for two years each. She currently serves as Chair of the Uwharrie Capital Corp and Uwharrie Bank Boards of Directors. Mrs. Eudy serves as a member of 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 an executive in the human resources and banking industry with financial services and global markets expertise.

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 Chairman of the Council of Elders.  In addition, Mrs. Foster has served as Chair of the Finance and Risk Management Committee and held the position of an ordained Deacon.

Since 2009, 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. During her time with KinderMourn, Mrs. Foster has

served in positions including Chairman of the Board, Vice Chairman, Finance Chair, Secretary and Nomination Chair.

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 a 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 member of Stanly County Habitat for Humanity board of directors and a member of the board of directors for New London Volunteer Fire Department.

Mr. Furr has extensive experience in banking and small business management. Mr. Furr serves as a member of the Company’s Audit Committee.

Cynthia B. Hanson

Mrs. Hanson is the Owner and Operations Manager of CK Select, LLC, a local real estate company, located in Concord, North Carolina. She obtained her North Carolina Real Estate Broker license in 2004 and has owned and operated CK Select LLC since 2008.

Mrs. Hanson is a graduate of Chantilly High School in Chantilly, Virginia. Her personal mission is to be a positive influence on her family, friends and community, and she believes in treating everyone with respect and dignity. Mrs. Hanson has a passion for community involvement particularly in areas of fair and affordable housing, food insecurities and better education, and is an avid supporter of the Mount Pleasant Tigers.

Mrs. Hanson is active within her community as a member of the Concord United Way Committee, Cabarrus Chamber of Commerce, Cabarrus Housing Collaborative, National Realtor Association and Central Carolinas Association of Realtors. She is a graduate of Concord 101,

which is a local, educational course for residents to learn more about the City of Concord’s government, operations and history. She is also a certified Senior Real Estate Specialist, and is certified in short sales and foreclosures. Mrs. Hanson also holds certifications for C2EX (Commitment to Excellence and highest professional standards), NAR e-Pro, NC Housing Workforce Housing Foundation and At Home with Diversity. She is an active volunteer and contributor to many local charities including 1 Can, Purple Heart Homes, Valentines Cards for Vets and Seniors, BSA and Pink Pals.

Mrs. Hanson has extensive experience in real estate and small business management.

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 three investment funds at 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 as a member of the Company’s Audit Committee.

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.

W. Chester Lowder

Mr. Lowder retired from the role of Livestock Director – Public Policy Division for the North Carolina Farm Bureau Federation, Inc., Raleigh, NC on March 1, 2020. He represented NC Farm Bureau on livestock issues at the state and national level, assisted in covering many environmental issues and served as a 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 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 a state-of-the-art facility that has been a valuable asset to the farming community.

Mr. Morgan started his career at Piedmont Diesel Service in Albemarle where he worked from 1987 to 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 Chairman of Southeastern Cotton Ginners and President of the National Cotton Ginners Association.

Mr. Morgan attends Kendalls Baptist Church with his wife.

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

Cynthia L. Mynatt        

Cyndie Mynatt has served as the President of Ben Mynatt Buick-GMC in Concord, NC, since its inception in 1991; Ben Mynatt Nissan in Salisbury, NC since its beginning in 2002; and Ben Mynatt Pre-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. 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 Charlotte Buick-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.

Ms. Mynatt served as past Vice Chair and Chair 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 in right-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

Mr. Poplin has been employed since 1990 with Charlotte-based Faison Enterprises, Inc., a private real estate investment firm. 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 Chair of the Finance Committee. He previously served as the Chair of the Stanly County Community Foundation.

Mr. Poplin has extensive experience in real estate and business finance. Mr. Poplin serves as a member of the Company’s Audit Committee.

Frank A. Rankin, III

Mr. Rankin has over 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 on in-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, continues as an employee, and currently serves as Special Projects Manager.

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 Chair of the Cabarrus Regional Chamber of Commerce, a past Chair of the Coltrane Life Center, a founder and past Chair of Uwharrie Bank’s predecessor, an initial board member of Uwharrie Bank, and a past Chair 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, is a former member of and past Chair 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 served from January 2018 until November 2021 as Chair 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 North Carolina and numerous other states.

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

From 2018 until 2020, Mr. Rankin served as Chair of the Board of Directors for Uwharrie Capital Corp and Uwharrie Bank. Mr. Rankin serves as 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.

Mr. Russell earned a Bachelor of Science degree in Business Marketing and Finance from the University of North Carolina at Wilmington, and a Masters 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.  

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. Russell was a principal and partner in the law firm of Plummer Russell & Plummer, PLLC, a general practice firm located in Concord, Cabarrus County, North Carolina for 30 years.

Mr. Russell 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 in 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 as the Chairperson of the Board of the Cabarrus County Community Foundation. 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 currently serves as Vice Chair for the Uwharrie Bank and Uwharrie Capital Corp Boards of Directors.

Mr. Russell has extensive experience in civil and criminal litigation. Mr. Russell also serves as a member of the Company’s Audit Committee.

Stephen C. Seltzer, MD

Dr. Stephen Seltzer is a retired local physician, specializing in Family Medicine, and is also current Chief Executive Officer of Marbu, Inc., a land management company, and President of Seltzer’s Inc., a land and building management company. Dr. Seltzer attended public school at Hillsboro High School in Hillsboro, Illinois. Dr. Seltzer is a 1970 summa cum laude graduate of MacMurray College in Jacksonville, Illinois, where he earned a Bachelor of Arts degree. After completing his Doctor of Medicine in 1974 at the University of Iowa, he began a rotating internship with Memorial Medical Center in Savannah, Georgia. He completed a Family Medicine Residency

in 1977 at Moses Cone Hospital in Greensboro, North Carolina, and a Surgical Preceptorship at St. Joseph Mercy Hospital in Mason City, Iowa in 1978.

Dr. Seltzer returned to North Carolina to begin his medical career in family medicine, working 17 years at Albemarle Family Medical Center. He began practicing at Albemarle Medical Services in 1996 and became a Senior Physician specializing in geriatrics and long-term care at Stanly Medical Services from 2010 until his retirement in 2015.

During his medical career, Dr. Seltzer earned many professional achievements. He was certified as Diplomat of The American Board of Family Medicine initially in 1977, and earned multiple re-certifications throughout his career in 1983, 1989, 1995, 2001, 2007 and 2014. He is a lifetime Fellow of the American Academy of Family Physicians, a lifetime member of the North Carolina Academy of Family Physicians and a lifetime member of the American Medical Association and North Carolina Medical Society. In 1992 he was named Stanly County Home Care Physician of the Year and he also received the MacMurray College Alumni Community Service Award in 2000.

Along with his many professional achievements, he was an active staff member at Stanly Regional Medical Center from 1978 to 2001 and associate staff member from 2001 to 2015. Dr. Seltzer also held multiple committee positions while on staff at Stanly Regional Medical Center. He was a member of the Stanly Medical Society from 1978 until it disbanded in 2001, serving as President from 1986 to 1988. Dr. Seltzer is a lifetime Phi Beta/Theta Kappa Si National Medical Fraternity member, and previously served on the Stanly County Board of Health and Stanly County Hospice Board. He is a former Physician Advisor for Home Care of the Carolinas as well as Stanly County Chapter of the American Association of Medical Assistants.

In his retirement, Dr. Seltzer continues to be actively involved and enjoys investing back into his community. He currently serves as a Director for the Stanly County Historical Society. He is a member of Albemarle High School Bulldog Boosters & Fab 40, Wake Forest University Parents’ Campaign and Deacon Club, Stanly County Family YMCA Director Club, Friends of the Stanly County Senior Center and The North Carolina Zoo Society. He is a generous financial supporter of many community organizations, including Pfeiffer University, Stanly County Arts Council, Stanly County Concert Association, PBS North Carolina, GHA Autism Supports, Homes of Hope and Stanly County Christian Ministries, and is a supporter and patron of the Uwharrie Players, STARworks NC and NC Pottery Center. Dr. Seltzer attends First Lutheran Church in Albemarle.

Dr. Seltzer has extensive experience in medicine, management, and community engagement in Stanly County.

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 Biochemistry 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 South Carolina 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 Medical Association.

He has participated as a voluntary team physician for North Stanly High School Athletics. He recently won Stanly County Dancing with the Stars in partnership with the Butterfly House, a children’s advocacy center serving abused children in Stanly and surrounding counties. He has led healthcare discussions at Stanly Community College and has given multiple medical-related presentations to businesses in the community.

Dr. Shaver has extensive experience in medicine, management, and community engagement in Stanly County.

S. Todd Swaringen

Mr. Swaringen is a certified public accountant and partner with Beane Swaringen & Company, PLLC. He joined Cynthia H. Beane, CPA, in 1998 as a staff accountant and became a partner in the firm in January of 2006. The firm currently operates offices in Albemarle and Locust, NC, serving tax and accounting needs for small businesses, individuals, not-for-profit entities, estates and trusts. During peak times, the staff includes twelve, five of whom are certified public accountants.

Mr. Swaringen earned a Bachelor of Science degree in accounting from the University of North Carolina at Wilmington. He is a member of the American Institute of Certified Public Accountants and the North Carolina Association of Certified Public Accountants.

Mr. Swaringen is past Chairman of the Stanly County Chamber of Commerce, past Vice Chairman of the Stanly County Schools Board of Education, and member of the Albemarle Rotary Club. He is past Chairman of the United Way of Stanly County Board of Directors. He also is a former member of the Stanly Community College Board of Trustees. He currently serves on the Stanly County Family YMCA board of directors and also serves as Chair of Stanly Health Foundation. Mr. Swaringen is also an active member of his church.

He has extensive experience in personal 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.

Mr. Swaringen serves as Chair of the Company’s 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. Mynatt and Messrs. Furr, R. Russell, and Swaringen each of whom is independent under NASDAQ listing standards but is not independent under SEC Rule 10A-3(b). The Company concluded that these individuals would not be considered to be independent for purposes of SEC Rule 10A-3(b) due to transactions conducted at arm’s length between Uwharrie Bank and entities affiliated with these individuals. These transactions were executed in the ordinary course of business for amounts that are not material to the Company’s financial statements.

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.

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.

Meetings and Committees of the Board of Directors

The Board of Directors of the Company held thirteen regular meetings during 2019.2021. 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.served, with the exception of Dr. Shaver, 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. ThirteenAll of the Company’s sixteen directors then in office attended the 20192021 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 2019,2021, the full Board of Directors served as the Human Resources and Compensation Committee and 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 2019,2021, 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 an as-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 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 as Exhibit A to this proxy statement.

Nominating Committee. During 2019,2021, the membersfull Board of Directors served as the Nominating Committee were Tara G. Eudy – Chair, Dean M. Bowers, Frank A. Rankin, III, and Randy T. Russell.Committee. All members of the Nominating Committee during 2019 wereare independent directors as defined by NASDAQ listing standards. The full Board upon recommendation of the Nominating Committee, recommended the tensix nominees for election to the Board of Directors at the 20192021 Annual Meeting. During 2019,2021, the Nominating Committee met three times.did not meet independently. The full Board of Directors is serving as the Nominating Committee in 20202022 and approved the seventhree new nominees for election and four nominees for re-election to the Board as described in this proxy statement.

The Company does not have a formal diversity policy in effect relative to the 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 20212023 annual meeting should be submitted in writing to the Chief Executive Officer, President or Secretary of the Company by December 1, 2020,2022, 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 as Exhibit 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 Allen K. FurrS. Todd Swaringen – Chair, Joe S. Brooks, James O. Campbell, Tara G. Eudy, Allen K. Furr, Thomas M. Hearne, Jr., Chris M. Poplin, Frank A. Rankin, III and S. Todd Swaringen.Vernon A. Russell. The members of the Audit Committee are “financially literate” under applicable standards and, with the exception of Mrs. EudyMessrs. Furr and Mr. Rankin,Swaringen, each member of the Audit Committee is “independent” under applicable standards. For additional information, see “Director Independence” above. 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 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 sixfour times during 2019.2021. The Report of the Audit Committee is included on page 3234 of this proxy statement. The Audit Committee has adopted a formal charter, which is included as Exhibit 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 ChairmanChairperson 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 and Senior Risk Management Committee, the Information Technology Steering Committee, and the Credit 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, and Chief Information 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. 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 and loan-to-value, along with loan concentration reports and allowance offor loan

losses and lease losses methodology and quarterly calculations. The Credit Committee reports a summary of its activities in detail to the Bank’s Board of Directors monthly.monthly and provides detail quarterly.

The Credit Committee generally reviews and approves loan requests for relationships that exceed $500,000$750,000 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$1.25 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. In addition, there is a sub-Committee, the SBA Committee, which meets weeklyas needed, to review all government guaranteed loan requests presented by the Government Lending department of the Company.requests.

Director Compensation

From January 1, 20192021 to June 30, 2019,December 31, 2021, the Company paid each director a fee of $300$725 for each Board of Directors meeting attended and $100 for attendance at each meeting of a committee. The Company paid members of the Audit Committee $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 $7,500 was paid to the Board of Directors’ Chair and Vice Chair and the Audit Committee Chair, 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.

Effective July 1, 2019, anAn annual retainer of $4,000 was addedpaid to Director Compensation to be paid semi-annuallydirectors on a semi-annual basis with $3,000 in the form of Company common stock and $1,000 in the form of cash.  The annual retainer replaced the travel allowance and provided additional compensation in general and for mandatory training hours.

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, 2019.2021.

DIRECTOR COMPENSATION TABLE

DIRECTOR COMPENSATION TABLE

Executive Officers

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