Mark Kohlrus
About Mark J. Kohlrus
Independent Class II director (since 2023), age 65, and Chair of the Audit Committee at Landmark Bancorp. A certified public accountant by training, he previously held senior finance and operations roles at publicly traded and private companies and is designated by the Board as an “audit committee financial expert.” Tenure on the Board: 2 years as of the 2025 proxy; independence affirmed under Nasdaq rules; directors met at least 75% attendance thresholds in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Brink’s Company / Balance Innovations (Brink’s division) | Senior Vice President; Chief Operating Officer | Jun 2019 – Mar 2023 | Public-company executive experience; operational oversight |
| Balance Innovations, LLC | Chief Financial Officer | 2006 – 2019 | Finance leadership at fintech solutions provider |
| BV Solutions Group, Inc. | Chief Operating Officer | 2000 – 2005 | Operations leadership |
| NovaStar Financial, Inc. | Chief Financial Officer | 1996 – 2000 | Public-company CFO; banking-related experience |
| KPMG | Certified Public Accountant | 1982 – 1996 | Banking industry audit experience; public companies focus |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kansas State Accounting Advisory Council | Member | >20 years | Long-standing professional standards contribution |
| College of Business | Executive Mentor | 10 years | Talent development and mentorship |
Board Governance
- Committees: Audit Committee (Chair); members Alexander, Kohlrus, Lewis, Moll; all independent; Audit Committee met 8 times in 2024 .
- Independence: Board affirms independence for all directors except the CEO (Wendel) and a retired former CEO (Scheopner). Kohlrus qualifies as an “audit committee financial expert” under SEC rules .
- Attendance: Directors attended at least 75% of Board and committee meetings in 2024; Board held seven regular and special meetings; independent directors met in executive session once in 2024; lead independent director is Wayne R. Sloan .
Fixed Compensation
| Component (2024) | Amount | Details |
|---|---|---|
| Cash fees | $35,800 | Quarterly retainer ($5,000) and meeting fees ($2,000 per non-telephonic meeting; $1,000 for May/Dec) for non-employee directors |
| Equity – Restricted Stock | $10,005 grant-date fair value | 523 shares granted in 2024, vest 100% on May 21, 2025 (as adjusted for stock dividends) |
| Total | $45,805 | Sum of cash and stock grant values |
Performance Compensation
| Performance Metric | Use in Director Pay | Notes |
|---|---|---|
| TSR percentile | Not used | Director equity is time-based restricted stock; no disclosed performance metrics |
| Revenue/EPS/ROA | Not used | No performance-conditioned director equity |
| ESG goals | Not used | Not disclosed for directors |
No performance-based incentives are disclosed for non-employee directors; restricted stock awards vest based on time, not performance .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Public company boards (past 5 years) | None disclosed for Kohlrus; unless noted, directors have not served on other “public corporations” within past five years |
| Private/non-profit boards | Not disclosed for Kohlrus beyond advisory/mentor roles |
| Interlocks with competitors/suppliers/customers | None disclosed; prior employment at Brink’s/Balance Innovations, NovaStar; no related-party dealings noted |
Expertise & Qualifications
- CPA with extensive banking and public-company audit experience; former CFO and COO in financial services and fintech; qualifies as Audit Committee financial expert .
- Long service on professional accounting advisory bodies and mentoring programs .
- Independence affirmed per Nasdaq standards; strong fit for audit oversight in a bank holding company context .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Mark J. Kohlrus | 3,271 | <1% (*) | Includes 2,229 shares held in an IRA |
- Anti-hedging policy prohibits hedging transactions; to the Company’s knowledge, directors are in compliance .
Insider Trades and Compliance
| Filing | Count | Period | Note |
|---|---|---|---|
| Form 5 | 1 | Filed in 2025 | Reported two transactions from FY2024 that were not timely on Form 4 (late reporting) |
Governance Assessment
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Strengths for investor confidence:
- Audit Committee Chair and SEC-designated audit committee financial expert; robust committee activity (8 meetings) .
- Independent under Nasdaq; Board structure separates Chair and CEO; lead independent director and executive sessions reinforce oversight .
- Director pay structure modest and primarily fixed with small time-based equity; use of independent compensation consultant (Blanchard) for Board and executives; no consultant conflicts .
-
Alignment and ownership:
- Beneficial ownership is modest (3,271 shares, <1%); annual restricted stock grants support some alignment; no pledging disclosed for Kohlrus; Company prohibits hedging .
-
Potential conflicts/related-party exposure:
- No related-party transactions involving Kohlrus disclosed; ordinary banking relationships for directors are conducted on market terms and subject to regulatory constraints and Audit Committee oversight .
-
RED FLAGS:
- Late Section 16 reporting (Form 5 in 2025 covering two 2024 transactions) indicates a minor compliance lapse; monitor for recurrence .
- Limited personal shareholding reduces “skin-in-the-game” optics; balanced by equity retainer and committee leadership .
Overall, Kohlrus presents as a technically strong, independent audit chair with relevant public-company and banking experience; governance signals are net positive, with minor compliance timing issue flagged and modest personal ownership to note .