David Snapp
About David H. Snapp
David H. Snapp, age 69, has served on Landmark Bancorp’s board since 1986 and owns the David H. Snapp, LC law firm in Dodge City, Kansas. He is independent under Nasdaq rules and currently chairs the Nominating and Governance Committee and serves on the Compensation Committee. His background emphasizes legal expertise, local business leadership, and community engagement.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Community Foundation of Southwest Kansas | President (prior) | Not disclosed | Local philanthropic leadership |
| Santa Fe Trail Council, Boy Scouts of America | President (prior) | Not disclosed | Youth/community development leadership |
| Kansas Title Standards Committee | Member | Not disclosed | Real estate transaction standards contributor |
| Kansas Judicial Council Probate Advisory Committee | Member | Not disclosed | Probate advisory contributor |
External Roles
| Organization | Role | Tenure | Focus |
|---|---|---|---|
| Arrowhead West, Inc. | Board member | Not disclosed | Mental and physical rehabilitation services |
| Catholic Charities of Southwest Kansas, Inc. | Board member | Not disclosed | Regional charitable services |
- No other public company directorships in the past five years are disclosed (unless noted in biography; none noted for Snapp).
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Governance Committee Chair (2025 membership includes Hill-Nelson, Hurt, Stanland, and Snapp).
- Independence: Board determined all current directors other than the CEO (Wendel) and former CEO (Scheopner) are independent; Snapp is independent.
- Attendance: The Board held seven meetings in 2024; directors attended at least 75% of Board and committee meetings, and all directors attended last year’s annual meeting.
- Committee meeting cadence: Compensation Committee met 4 times in 2024; Nominating & Governance met 2 times in 2024.
- Board leadership: Separate Chair (Patrick L. Alexander) and CEO (Abigail M. Wendel); Sloan serves as Lead Independent Director; independent director sessions held once in 2024.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash fees earned | $31,500 | Director-specific cash fees in 2024 |
| Equity grant (restricted stock) – grant date fair value | $10,005 | Annual director grant with time-based vesting |
| Total 2024 director compensation | $41,505 | Sum of cash and equity fair value |
- Standard director fee structure (2024): quarterly retainer of $5,000; $2,000 per non-telephonic Board meeting except May/Dec at $1,000 (Chairman has higher rates; not applicable to Snapp).
Performance Compensation
| Equity Award Type | Shares | Fair Value | Vesting |
|---|---|---|---|
| Restricted stock | 523 | $10,005 | 100% vest on May 21, 2025 |
- No performance-based metrics are disclosed for director compensation; director equity awards are time-based restricted stock, not tied to financial or ESG performance goals.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed for Snapp in past five years (unless noted; none noted) |
| Private/non-profit boards | Arrowhead West, Inc.; Catholic Charities of Southwest Kansas |
| Shared directorships with competitors/suppliers/customers | Not disclosed |
Expertise & Qualifications
- Legal expertise and practice owner; community prominence in Dodge City market.
- Governance leadership as Nominating & Governance Committee Chair; Compensation Committee member.
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 111,813 | As of April 2, 2025 record date |
| Ownership (% of shares outstanding) | 1.9% | Based on 5,778,610 shares outstanding |
| IRA holdings (Snapp) | 8,177 | Included in beneficial ownership |
| Spouse IRA holdings | 1,906 | Disclaimed beneficial ownership; no voting/investment power |
| Unvested director RSUs | 523 | Director 2024 grant vests May 21, 2025 |
| Shares pledged as collateral | None disclosed for Snapp | Pledging disclosure appears for Herpich; none for Snapp |
- Anti-hedging policy prohibits hedging transactions in Company securities for directors, officers, and employees.
Employment & Contracts (Director-Specific Arrangements)
| Arrangement | Key Terms | Amount/Balance |
|---|---|---|
| Deferred compensation agreement (legacy from predecessor company) | Company maintains a deferred compensation account; annual crediting based on measurement funds; distribution upon retirement; lump-sum if Board departure for reasons other than retirement/death | $30,181 balance as of Dec 31, 2024 |
Compensation Committee Analysis (Context)
- Independent consultant: Blanchard Consulting Group advises on executive and Board compensation relative to a peer group; Compensation Committee determined no conflicts; assisted with 2025 incentive plan modifications.
Say-on-Pay & Shareholder Feedback (Context)
- 2022 say-on-pay approval: ~84% votes in favor; Board conducts say-on-pay every three years; 2025 proxy includes advisory say-on-pay and say-on-frequency (Board recommends “every three years”).
Related Party Transactions & Conflicts
- Ordinary banking relationships with directors/officers/5% holders conducted on market terms; Audit Committee pre-approves related party transactions and reviews for fairness and independence impacts under established policies.
- No specific related party transaction involving Snapp is disclosed beyond the legacy deferred compensation agreement noted above.
Governance Assessment
- Independence and leadership: Snapp is an independent director, chairs Nominating & Governance, and serves on Compensation—positions central to board effectiveness and director nomination oversight.
- Attendance and engagement: Board met seven times in 2024; directors met at least the 75% attendance threshold; independent sessions held; supports baseline engagement standards.
- Ownership alignment: 1.9% ownership aligns director interests with shareholders; no pledging disclosed; company prohibits hedging.
- Compensation mix: 2024 compensation is modest cash plus time-based restricted stock; absence of performance metrics for director equity is standard for small-cap banks but offers limited direct pay-for-performance linkage at the director level.
- Potential governance considerations: Very long tenure (since 1986) may prompt investor scrutiny on independence refresh and board renewal balance, mitigated by current independent status and active committee leadership.