Tom Page
About Tom Page
Tom A. Page (age 71) is a Class III director nominee at Landmark Bancorp, Inc. (LARK), and currently serves on the board of Landmark National Bank, the Company’s bank subsidiary . He is the former President and Chief Executive Officer of Emprise Bank and previously held the role of President of Community Banking at Bank IV/Fourth Financial Corporation, bringing deep regional banking leadership experience . The Board disclosed that, except for the CEO (Abigail Wendel) and former CEO (Michael Scheopner), all current directors are independent under Nasdaq rules; Page is not identified among non-independent directors in the proxy . He was identified by the Nominating & Governance Committee and recommended as a director nominee in January 2025 after service on the Bank’s board since 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Emprise Bank | President & Chief Executive Officer | Not disclosed | Led a regional bank; senior leadership credentials in financial services |
| Bank IV/Fourth Financial Corporation | President of Community Banking | Not disclosed | Senior leadership in community banking operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kansas Development Finance Authority | Chairman of the Board | Not disclosed | State-level finance authority oversight experience |
| American Bankers Association | Taxation Committee member | Not disclosed | Policy engagement and tax committee experience |
| Kansas Bankers Association | State Affairs Committee member | Not disclosed | State banking policy and advocacy experience |
Board Governance
- Independence: The Board determined a majority of directors are independent under Nasdaq rules; only the CEO (Wendel) and former CEO (Scheopner) are non-independent. Page is not identified as non-independent in the proxy .
- Committee assignments: The Audit, Compensation, and Nominating & Governance committees are active; current 2024–2025 memberships do not list Page. No committee assignments for Page are disclosed in the proxy .
- Attendance and engagement: The Board held seven meetings in 2024; directors attended at least 75% of Board and committee meetings, and all directors attended the annual meeting last year. Page was not a LARK director in 2024, so no individual attendance data is disclosed for him .
- Leadership structure: Separate Chair (Patrick Alexander) and CEO (Abigail Wendel) roles; Wayne Sloan serves as Lead Independent Director, with the independent directors meeting once in 2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Quarterly Board retainer (non-Chair) | $5,000 | Paid to non-employee directors (other than Chair) |
| Per in-person Board meeting fee | $2,000 | Except May & Dec meetings at $1,000 |
| Chair quarterly retainer | $10,000 | For service as Chairman of LARK |
| Chair per in-person meeting fee | $4,000 | Except May & Dec meetings at $2,000 |
- 2024 Director fee structure applies to sitting directors; Page’s individual director compensation at LARK is not disclosed in 2024 (he was nominated in 2025) .
Performance Compensation
| Element | Grant detail | Vesting | Fair value |
|---|---|---|---|
| Restricted stock (non-employee directors, 2024) | 523 shares | 100% on May 21, 2025 | ~$10,005 per director |
- Directors received time-based restricted stock; no performance-based equity or cash incentives are disclosed for directors .
- Executive incentive plan metrics (context for governance and pay-for-performance): EPS growth, specific asset quality goals, and return on average assets (ROAA) determine annual non-equity incentive payouts for NEOs; directors do not participate in these executive metrics .
Other Directorships & Interlocks
- Public company boards: The proxy states that, unless noted in biographies, no nominee or director has served as a director of another “public corporation” or any investment company within the past five years; Page’s biography does not note any such role, implying no current/prior public company directorships in that period .
- Subsidiary directorship: Page serves on the board of Landmark National Bank (subsidiary) .
- Shared directorships with competitors/suppliers/customers: Not disclosed; no related-party transactions specific to Page are identified .
Expertise & Qualifications
- Senior bank leadership: Former President & CEO at Emprise Bank; prior President of Community Banking at Bank IV/Fourth Financial, indicating operational, credit, and market expertise in regional/community banking .
- Policy and finance: Roles at ABA Taxation Committee, KBA State Affairs Committee, and Chair of KDFA provide regulatory and public finance acumen .
- Fit: The Board cited Page as qualified based on financial services leadership in senior roles across institutions .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | As-of Date |
|---|---|---|---|
| Tom A. Page | 3,798 | <1% | April 2, 2025 |
- Pledging: The proxy discloses pledged shares for CFO Mark Herpich (24,093 shares) but no pledged shares for Page, a positive alignment indicator .
- Anti-hedging: Company policy prohibits hedging transactions in Company securities for directors, officers, and employees .
Governance Assessment
- Board effectiveness and independence: Page adds seasoned banking leadership and public finance experience; he is not identified as non-independent, supporting Board independence composition .
- Committees/engagement: No committee roles for Page are disclosed yet; impact on Board committee effectiveness will depend on post-election assignments .
- Ownership alignment: Page’s stake (3,798 shares) is modest; absence of pledging and the Company’s anti-hedging policy mitigate alignment risks .
- Conflicts/related party exposure: The proxy details ordinary-course banking relationships and robust related-party approval procedures overseen by the Audit Committee; no Page-specific related transactions are disclosed, reducing conflict risk .
- Signals from director pay: Director compensation is cash retainer plus modest time-based restricted stock (~$10k FV in 2024); no performance-linked director pay, but structure is typical for community banks and does not suggest pay inflation or risky incentives .
- Shareholder sentiment: Prior say-on-pay approval was ~84% (2022), indicating generally supportive governance and compensation oversight; frequency recommended remains every three years to align with long-term assessment .
RED FLAGS and Watch Items
- Committee clarity: No disclosed committee assignments for Page yet; monitor post-annual meeting committee seating to assess influence on audit/comp/nom-gov oversight .
- Attendance data: No individual 2024 attendance data for Page (not yet a director); confirm future attendance to gauge engagement .
- Ownership scale: While aligned, ownership is small in percentage terms; observe any increases through open-market purchases or equity grants to strengthen skin-in-the-game .
- Related-party lending: Ordinary banking relationships exist for directors in general; ensure continued adherence to Sections 23A/23B and Regulation O controls and Audit Committee pre-approvals to avoid perceived favoritism .
Insider Trades (Section 16 context)
| Period | Note |
|---|---|
| FY 2024 | The proxy identifies late filings for Stanland, Hurt, and a Form 5 for Kohlrus; Page is not identified among late filers in 2024 . |
- No Page-specific Form 4 activity is disclosed in the proxy; continue monitoring EDGAR for future insider transaction filings .
Director Compensation Structure (Context)
| Metric | Value | Notes |
|---|---|---|
| Board meetings (2024) | 7 | Board and committee attendance ≥75% for all directors; annual meeting attended by all directors |
| Non-employee director equity grant (2024) | 523 shares | Vest 100% on May 21, 2025; ~$10,005 grant-date FV per director |
| Chair vs. non-Chair cash | $10k vs $5k quarterly | Chair also receives higher per-meeting fees |
Related Party Transactions & Controls
- The Company describes ordinary-course banking relationships for directors/officers and robust approval policies via the Audit Committee, aligning with federal banking regs (Sections 23A/23B and Regulation O); no Page-specific transactions are disclosed .
Compensation Committee Analysis (Context)
- The Compensation Committee is independent, chaired by Wayne Sloan, and uses Blanchard Consulting Group as its independent consultant; no conflicts reported. Annual incentive metrics for executives include EPS growth, asset quality, and ROAA, and equity grants are governed by stock incentive plans with change-of-control provisions .
Overall, Tom Page’s background suggests strong banking and policy expertise, no disclosed conflicts or attendance concerns, and alignment supported by share ownership and anti-hedging policy. Key monitoring items are his post-election committee assignments and future ownership changes to enhance incentive alignment .