Wayne Sloan
About Wayne R. Sloan
Wayne R. Sloan, age 71, has served as an independent director of Landmark Bancorp (LARK) since 2013. He is Chair of the Compensation Committee and serves as the Board’s Lead Independent Director; externally he is Chairman of the Board of BHS Construction, Inc., and previously served as its President beginning in 1982. He is also a director of Landmark National Bank (subsidiary). These roles position him as a key governance figure with local market and operating expertise.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BHS Construction, Inc. | President | Since 1982 (previously) | Operated a general construction firm in Manhattan, KS; brings operating and local market expertise |
| Manhattan Area Chamber of Commerce | Chairman of the Board (prior); Business Advocacy Committee (current) | n/a | Community/economic development leadership in a key LARK market |
| State Alliance of Boys and Girls Clubs | President (prior) | n/a | Non-profit leadership |
| Associated General Contractors of Kansas | President (prior) | n/a | Industry leadership |
| Boys and Girls Club of Manhattan | President (prior) | n/a | Community engagement |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| BHS Construction, Inc. | Chairman of the Board | Current (since Jan 2021) | Local business leadership |
| Pawnee Mental Health Foundation Board | Director; Past President | Current | Community healthcare governance |
| Manhattan Area Chamber – Business Advocacy Committee | Committee member | Current | Local business policy engagement |
| Landmark National Bank (subsidiary) | Director | Current | Bank subsidiary board role |
| Other public company boards (past 5 years) | None disclosed | — | Unless noted in a biography, directors have not served on other public company boards in past five years |
Board Governance
- Independence: The Board determined all current directors other than the CEO (Wendel) and former CEO (Scheopner) are independent; Sloan is independent.
- Roles: Chair, Compensation Committee; Lead Independent Director (began May 2023, continues through 2024).
- Independent director sessions: Independent directors met once in 2024; Sloan presides as Lead Independent Director.
- Attendance: Directors attended at least 75% of aggregate Board and committee meetings in 2024; all directors attended the prior annual meeting.
- Committee activity levels (2024): Audit Committee met 8x; Compensation Committee met 4x; Nominating & Governance met 2x.
- Compensation Committee process: Members are independent; CEO excluded from decisions on her pay; uses performance, shareholder returns, peer data, and independent consultant input.
- Independent consultant: Blanchard Consulting Group advises on executive and Board pay; committee determined no conflicts of interest.
- Clawback policy: Adopted Oct 2023 consistent with Nasdaq listing standards.
- Anti-hedging policy: Prohibits directors/officers/employees from hedging company stock.
Fixed Compensation
| Component (USD) | 2023 | 2024 |
|---|---|---|
| Cash fees (retainer + meeting fees) | $31,200 | $33,000 |
| Total cash | $31,200 | $33,000 |
Notes: In addition to cash, non-employee directors received annual restricted stock awards (see Performance Compensation). The Board uses a structure of quarterly retainer plus per-meeting fees, with higher fees for certain meeting formats.
Performance Compensation
| Equity Grants | 2023 Grant | 2024 Grant |
|---|---|---|
| Instrument | Restricted Stock (time-vested) | Restricted Stock (time-vested) |
| Shares Granted | 495 shares (as adjusted for stock dividends) | 523 shares (as adjusted for stock dividends) |
| Grant-Date Fair Value | $9,992 | $10,005 |
| Vesting | 100% on May 22, 2024 | 100% on May 21, 2025 |
| Options/PSUs | None disclosed for directors in year shown | None disclosed for directors in year shown |
Notes: No performance-based metrics are attached to director equity; awards are time-based restricted stock aimed at alignment rather than incentive pay.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed for Sloan in past five years, unless otherwise noted (none noted) |
| Committee interlocks | Not disclosed; committee membership is independent; consultant determined independent with no conflicts |
Expertise & Qualifications
- Local market operator with decades of experience leading a construction firm, supporting Compensation Committee leadership with practical talent and compensation oversight perspectives.
- Community and industry leadership roles (Chamber of Commerce, AGC of Kansas, Boys and Girls Clubs) enhance stakeholder and regional insights valuable to a community bank franchise.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Wayne R. Sloan | 16,217 | <1% | Includes 15,694 shares held by Mr. Sloan and spouse as co-trustees with shared voting/investment power |
| Shares outstanding (for % calc) | 5,778,610 | — | Shares outstanding as of April 2, 2025 |
Additional observations:
- No pledging footnote is indicated for Sloan; pledging disclosure appears for an executive officer, not Sloan.
- Anti-hedging policy applies to directors; hedging transactions are prohibited.
Governance Assessment
-
Strengths
- Independent director with Lead Independent Director responsibilities, enhancing board oversight and independent sessions; independent director sessions held in 2024 with Sloan presiding.
- Chairs the Compensation Committee; the committee is fully independent, excludes the CEO from her pay deliberations, and uses an independent consultant with no determined conflicts.
- Presence of clawback policy and anti-hedging policy supports investor-aligned governance practices.
- Ownership alignment: direct and trust-held shares; no pledging noted for Sloan in ownership footnotes.
- Attendance: Board reports directors met at least the 75% threshold; prior annual meeting fully attended.
-
Watch items / potential red flags
- Role concentration: Sloan simultaneously serves as Lead Independent Director and Compensation Committee Chair; while permissible, it centralizes influence and merits monitoring for balanced governance.
- Independent director sessions occurred only once in 2024, which may be viewed as limited frequency for executive sessions versus some governance best practices.
- External role as Chairman of BHS Construction creates ordinary-course related party risk screening needs; the company reports related banking relationships for directors occur on market terms with standard risk and oversight, and no specific Sloan-related transactions >$120,000 were disclosed.
-
Compensation structure signals
- Modest YoY increase in cash fees ($31,200 → $33,000) with stable equity grant value (~$10k) suggests a steady cash/equity mix without escalation or complexity; director equity is time-based, not performance-linked.
-
Shareholder sentiment
- Say-on-pay (2022 meeting on 2021 pay) approved with ~84% support; while for executives, it contributes to overall governance sentiment.