Jim Lewis
About Jim W. Lewis
Jim W. Lewis, age 69, is an independent director of Landmark Bancorp, Inc. (LARK), serving on the board since 1991 and also on the board of Landmark National Bank . He is a former owner of Lewis Automotive Group in Kansas and is active in community and economic organizations, including the Dodge City Area Chamber of Commerce, the Governor’s Council of Economic Advisors for Kansas, and boards for the Higher Education Council for Kansas and Dodge City Community College . His current committee assignment is the Audit Committee; he is not a committee chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Landmark Bancorp, Inc. | Director | Since 1991 | Current Audit Committee member; signatory on Audit Committee report |
| Lewis Automotive Group | Owner | Prior | Business operator with local market prominence supporting board perspective |
| Governor’s Council of Economic Advisors (Kansas) | Member | Prior | State-level economic advisory exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Landmark National Bank | Director | Current | Bank subsidiary board service |
| Higher Education Council for Kansas | Director | Prior/current (as disclosed) | Community/education governance |
| Dodge City Community College | Director | Prior/current (as disclosed) | Local education governance |
| Dodge City Area Chamber of Commerce | Member | Prior/current (as disclosed) | Local business community leadership |
| The Alley (Dodge City) | Founding Member | Prior | Community teen center founder |
Board Governance
- Independence: The board determined all current directors except the CEO (Abigail M. Wendel) and former CEO (Michael E. Scheopner) are independent under Nasdaq and SEC rules; Lewis is independent .
- Committee assignments: Audit Committee member; Audit Committee currently chaired by Mark J. Kohlrus, with members Patrick L. Alexander, Mark J. Kohlrus, Jim W. Lewis, and Sandra J. Moll .
- Attendance: In 2024, directors attended at least 75% of the aggregate Board and committee meetings; all directors attended the prior annual meeting .
- Independent director sessions: Lead Independent Director (Wayne R. Sloan) presided over one independent director session in 2024 .
- Audit Committee oversight: The committee met eight times in 2024, reviews financial reporting, auditor independence, internal controls, and regulatory reports; Lewis is a signatory to the Audit Committee report recommending inclusion of audited financials in the 2024 Form 10-K .
- Governance policies: Code of Business Conduct and Ethics, Insider Trading Policy (anti‑hedging), and Clawback Policy adopted in Oct 2023 (for certain executives) are in place .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees (retainer + meeting fees) | $34,300 | Standard structure: quarterly retainer $5,000; non-telephonic meeting fee $2,000 (May/Dec $1,000); Mr. Alexander has different rates |
Landmark Bancorp’s non-employee directors also receive time-vested restricted stock awards annually; see Performance Compensation below .
Performance Compensation
| Award Type | Grant Year | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock | 2024 | 523 shares | $10,005 | 100% on May 21, 2025 | Director annual equity; valuation under ASC 718 |
No performance metrics (TSR, EPS, ESG, etc.) were disclosed for director equity; awards are time-based restricted stock .
Other Directorships & Interlocks
| Company/Institution | Type | Public Company? | Role | Potential Interlock/Conflict |
|---|---|---|---|---|
| Landmark National Bank | Bank subsidiary | No (subsidiary) | Director | Standard parent–subsidiary governance |
| Higher Education Council for Kansas | Education | No | Director | None disclosed |
| Dodge City Community College | Education | No | Director | None disclosed |
| Dodge City Area Chamber of Commerce | Non-profit/business association | No | Member | None disclosed |
| The Alley (Dodge City) | Community org | No | Founding Member | None disclosed |
The proxy notes that, unless otherwise stated, no director has served on another public company or investment company board within the past five years; no such public company directorships are disclosed for Lewis .
Expertise & Qualifications
- Local business operator (automotive dealerships) with market prominence across LARK’s geographies; supports customer-centric and credit risk perspectives .
- Community and state economic advisory involvement; enhances stakeholder engagement and regional economic insight .
- Audit Committee experience; contributes to financial reporting oversight (Lewis signed the Audit Committee report) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Jim W. Lewis | 147,987 | 2.6% |
Ownership percentages are based on 5,778,610 shares outstanding as of April 2, 2025 .
Governance Assessment
- Alignment: Strong “skin in the game” with 2.6% ownership—among the larger director holdings—supports alignment with shareholders .
- Independence and tenure: Long-tenured independent director (since 1991) with consistent committee service; independence affirmed under Nasdaq/SEC rules .
- Committee effectiveness: Active on Audit Committee (8 meetings in 2024) and signatory on audit report; committee includes a designated financial expert (Kohlrus), indicating robust oversight .
- Engagement: Board-level attendance at least 75% across meetings and committees; independent director sessions held (one in 2024) .
- Compensation structure: Balanced mix of modest cash fees and annual time-vested equity (523 RS, $10,005 fair value) that encourages long-term alignment without short-term performance gaming; independent consultant (Blanchard) advises on Board compensation .
- Policies mitigating risk: Anti-hedging Insider Trading Policy and clawback policy (applicable to certain executives) in place; related-party transactions governed by strict policy and bank regulatory rules (Sections 23A/23B; Regulation O) .
- RED FLAGS: None disclosed specific to Lewis. No pledging noted for his holdings; no delinquent Section 16 filings for Lewis (late filings were noted for other directors) . Ordinary banking relationships with directors/customers occurred on market terms and did not involve abnormal risk .
Overall signal: High ownership, independence, and continuous audit oversight support investor confidence. No disclosed conflicts or attendance concerns. Continuous monitoring warranted given very long tenure (board refresh risk), but current committee rotation and independent sessions mitigate entrenchment concerns .