Sarah Hill-Nelson
About Sarah Hill-Nelson
Sarah Hill‑Nelson, age 55, has served on Landmark Bancorp, Inc.’s Board since 2011 and is classified as an independent director under Nasdaq rules. She is President and Chief Executive Officer of The Bowersock Mills & Power Company, which operates a hydroelectric plant in Lawrence, Kansas. Her board credentials emphasize local market experience and civic leadership; she also serves on the board of Landmark National Bank.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Bowersock Mills & Power Company | President & CEO | — | Operates hydroelectric power plant in Lawrence, Kansas |
| National Hydropower Association (Small Hydropower Council) | Past Chair | — | Sector advocacy and industry leadership |
| Friends of the Kaw | Board Member | — | Environmental stewardship in Kansas River ecosystem |
| Lawrence Chamber of Commerce | Member | — | Community engagement and local business connectivity |
| Douglas County CASA Board | Past President | — | Community service leadership |
| City of Lawrence Sustainability Advisory Board | Past Vice President | — | Sustainability policy and community initiatives |
| Friends of Lawrence Area Trails | Treasurer | — | Community infrastructure advocacy |
External Roles
| Organization | Board/Committee | Current/Recent | Notes |
|---|---|---|---|
| The Bowersock Mills & Power Company | Executive role (CEO) | Current | Hydroelectric operations |
| Friends of the Kaw | Board | Current | Community and environmental focus |
| Lawrence Chamber of Commerce | Member | Current | Business community engagement |
| National Hydropower Association | Small Hydropower Council (Past Chair) | Prior | Industry leadership |
| Public company directorships | — | None in past five years | Proxy notes no other “public corporation” directorships unless stated, and none stated for Hill‑Nelson |
Board Governance
- Independence: Board determined a majority is independent; all current directors except the CEO (Abigail Wendel) and former CEO (Michael Scheopner) are independent; Hill‑Nelson is independent.
- Committee memberships: Nominating & Governance Committee member (2025 slate: Hill‑Nelson, Hurt, Stanland; Chair: Snapp). The Committee’s membership is rotated annually to ensure independence and non‑renomination status.
- Attendance: The Board held seven meetings in 2024; directors attended at least 75% of aggregate Board and committee meetings. All directors attended the prior annual meeting.
- Lead Independent Director: Wayne R. Sloan; independent director sessions held one time in 2024.
- Board composition and diversity: 11 directors; 6 male and 5 female; one female director identifies as Native American.
Fixed Compensation
- Structure (2024): Non‑chair directors received a quarterly Board retainer of $5,000 and $2,000 per non‑telephonic Board meeting (May and December meetings paid $1,000). The Chairman, Patrick L. Alexander, received a $10,000 quarterly retainer and $4,000 per non‑telephonic meeting (May and December paid $2,000). All non‑employee directors (including Hill‑Nelson) received restricted stock with a grant date fair value of approximately $10,000.
| Component | Amount | Notes |
|---|---|---|
| Fees Earned/Paid in Cash (2024) | $30,000 | Hill‑Nelson |
| Stock Awards (2024) | $10,005 | 523 restricted shares; vest 100% on May 21, 2025 |
| Total (2024) | $40,005 | Hill‑Nelson |
Performance Compensation
| Performance Metric | Target | Actual/Status | Applies to Director Pay? |
|---|---|---|---|
| Performance‑based cash bonus | — | Not disclosed for directors | No performance element in director compensation |
| Equity (director) | Time‑based vest | Vests 100% on May 21, 2025 | Not performance‑linked |
The proxy discloses time‑based restricted stock grants to directors; no director performance metrics or performance‑linked vesting were disclosed.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in past five years (proxy states no public company directorship unless noted; none noted for Hill‑Nelson) |
| External committees (private/non‑profit) | Friends of the Kaw; Chamber of Commerce; prior roles in CASA, Sustainability Advisory Board, Trails |
| Interlocks with competitors/suppliers/customers | Not disclosed; no public company interlocks noted |
Expertise & Qualifications
- Local business operator with executive leadership in energy infrastructure (hydroelectric operations); aligns with bank’s regional market orientation and risk oversight perspective.
- Governance and community leadership credentials via multiple board and civic roles.
- Considered qualified for Board and Nominating & Governance Committee due to running a local business and market involvement.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Composition/Notes |
|---|---|---|---|
| Sarah Hill‑Nelson | 14,518 | <1% | Includes 9,370 shares held in individual retirement accounts |
- Pledges: No pledging of Hill‑Nelson’s shares disclosed; pledging noted only for CFO Herpich (24,093 shares) in footnotes.
- Anti‑hedging policy: Company prohibits hedging transactions by directors, officers and employees.
Governance Assessment
- Board effectiveness: Independent status, service on Nominating & Governance, and consistent attendance support governance quality and effective oversight.
- Alignment: Modest cash retainer and standardized, time‑based equity grants for directors promote alignment without excessive risk; Hill‑Nelson’s 2024 total director pay was $40,005.
- Conflicts/related‑party exposure: Proxy discloses ordinary banking relationships for certain insiders conducted on market terms and subject to formal related‑party transaction policies overseen by the Audit Committee; no specific related‑party transactions involving Hill‑Nelson were disclosed.
- Shareholder signals: Independent director sessions held; Board has a separate Chairman and CEO; say‑on‑pay historically supported (84% approval in 2022), indicating overall investor confidence in compensation governance.
RED FLAGS
- None disclosed specific to Hill‑Nelson: no attendance issues, no pledging, no related‑party transactions noted. Maintain monitoring of ordinary banking relationships per policy, but current disclosures indicate standard terms and oversight.