Mark R. Jundt
About Mark R. Jundt
Mark R. Jundt is Co-Chief Executive Officer of Lendway (since July 1, 2024) and Chairman of the Board (since 2023). He has served as a director since 2022. Jundt previously served as General Counsel & Corporate Secretary of Air T, Inc. (Nasdaq: AIRT) beginning in 2018 and earlier oversaw Global Litigation at CHS Inc., a Fortune 100 grain and energy company. He holds a B.B.A. from North Dakota State University and a J.D. from Hamline University. Age: 45 (as of the 2025 proxy) .
Company performance context during his tenure as a senior leader shows the following company-level Pay vs Performance indicators:
- Total Stockholder Return value of a hypothetical $100 investment: 2022 $33.84; 2023 $19.97; 2024 $21.01; 2025 transition period (to June 30, 2025) $21.79 .
- Net income (loss), $ thousands: 2022 $10,046; 2023 $2,414; 2024 $(6,677); 2025 transition period $1,969 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lendway, Inc. | Director; Chairman of the Board | Director since 2022; Chair since 2023 | Board leadership during strategic transition and Bloomia integration . |
| Lendway, Inc. | Co-Chief Executive Officer | Since July 1, 2024 | Corporate administration, governance, and strategic initiatives at holdco level . |
| CHS Inc. | Oversaw Global Litigation | Prior to 2018 | Litigation oversight at Fortune 100 grain and energy company . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Air T, Inc. (Nasdaq: AIRT) | General Counsel & Corporate Secretary | Since 2018 | Strategy, risk, governance, and legal oversight at a public company . |
Fixed Compensation
| Metric | FYE 12/31/2024 | TP 6/30/2025 (Transition Period) |
|---|---|---|
| Base Salary Paid ($) | 53,462 | 50,000 |
| Bonus Paid ($) | 50,000 (discretionary/sign-on/retention included in footnote) | 0 |
| Stock Awards ($) | 0 | 0 |
| All Other Compensation ($) | 22,173 (includes $22,000 director fees) | 0 |
| Total ($) | 125,635 | 50,000 |
| Contracted Base Salary (annual) | 100,000 | 100,000 |
Notes:
- Employment agreement sets base salary at $100,000 and contains no provisions for cash or equity incentive programs or severance .
Performance Compensation
| Component | Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Co-CEO Incentive Plan | Not in agreement (no incentive program) | N/A | N/A | N/A | N/A (no equity awards granted) . |
Additional context: The proxy’s Pay vs Performance section indicates that, other than CEO Daniel Philp, no other CEO or NEO received equity awards during the covered periods .
Equity Ownership & Alignment
| Item | As of |
|---|---|
| Beneficial ownership (shares) | 1,100 shares; <1% of outstanding (1,769,599 shares outstanding as of 9/24/2025) . |
| Director deferred stock equivalents | 4,756 common stock equivalents from Director Deferred Compensation Plan; no voting rights; not acquirable within 60 days . |
| Outstanding equity awards (RSUs/Options) | None for Jundt (only Philp had outstanding RSUs) . |
| Anti-hedging policy | Hedging and derivative transactions in company equity are prohibited for directors/officers/employees . |
| Pledging | No pledging disclosed for Jundt; pledging disclosed for another director (Swenson) . |
Implication: With no equity awards outstanding and limited share ownership, near-term insider selling pressure tied to vesting appears minimal for Jundt .
Employment Terms
| Term | Detail |
|---|---|
| Agreement dates/role | Employment Agreement effective June 11, 2024; Co-CEO role effective July 1, 2024 . |
| Contract term | Initial 2-year term with automatic 1-year renewals; at-will employment prevails . |
| Base salary | $100,000, adjustable by Board; reductions capped at 15% in broad-based cuts . |
| Incentives | No cash or equity incentive programs provided in the agreement . |
| Severance | None provided under agreement . |
| Clawback/recoupment | Agreement includes restatement-based recoupment; Company adopted Nasdaq/SEC-compliant clawback policy on Nov 7, 2023 . |
| Restrictive covenants | Non-solicitation and confidentiality; non-solicit for 12 months post-termination . |
| Dispute resolution | Minnesota courts (Ramsey County District Court or U.S. District Court for District of Minnesota) . |
Board Governance
- Board service: Director since 2022; Chairman since 2023; Co-CEO since July 1, 2024 .
- Committee roles: Upon becoming an employee, Jundt ceased service on the Governance, Compensation and Nominating (GCN) Committee as of June 10, 2024 . Current committee memberships omit Jundt; GCN is chaired by Nicholas J. Swenson with members Chad B. Johnson and Matthew R. Kelly; Audit is chaired by Mary H. Herfurth (Johnson and Kelly members) .
- Independence: Board determined that non-employee directors Herfurth, Johnson, Kelly and Swenson are independent under Nasdaq rules; as Co-CEO/Chair, Jundt is not independent .
- Leadership structure: The roles of Chairman and Co-CEO are combined in Jundt; the Board does not have a designated Lead Independent Director and periodically reviews structure .
- Attendance: In the transition period ended June 30, 2025, the Board held one meeting; each director attended >75% of Board/committee meetings; all directors attended the 2024 annual meeting .
Director compensation (cash retainers) for reference:
| Name | FYE 12/31/2024 Fees ($) | TP 6/30/2025 Fees ($) |
|---|---|---|
| Mark R. Jundt | 22,000 | 11,000 |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 | 2025T (to 6/30/2025) |
|---|---|---|---|---|
| TSR – Value of $100 investment | 33.84 | 19.97 | 21.01 | 21.79 |
| Net Income (Loss), $000 | 10,046 | 2,414 | (6,677) | 1,969 |
Notes:
- The Board highlighted focusing Co-CEOs on corporate administration, governance, and strategic initiatives while Bloomia operates under its CEO (18.6% minority owner) .
- Say-on-Pay support: Approximately 95.7% approval at the 2024 annual meeting (advisory) .
Related-Party Links and Transactions (Governance Risk Markers)
- Financing from investor-affiliated entities: Unsecured delayed draw term note and subsequent amendments with Air T, Inc. (beneficial owner >10%) up to $3.75 million, 8% interest, maturing Aug 15, 2029; Air T may demand payment on or after Feb 15, 2026 .
- September 15, 2025 unsecured promissory notes totaling $4.0 million from Air T, AO Partners I, L.P., and Gary S. Kohler at 13.5% interest, maturing June 1, 2027, restricting additional indebtedness absent lender consent .
- Governance ties: Jundt (Co-CEO/Chair) is General Counsel & Corporate Secretary of Air T; Co-CEO Philp is SVP Corporate Development at Air T; director Swenson is CEO of Air T and part of a stockholder group collectively owning ~39.6% .
- Audit Committee pre-approval: Related-party financings were pre-approved under the Related Person Transaction Approval Policy .
Director/Executive Beneficial Ownership Snapshot (as of 9/24/2025)
| Holder | Shares | % Outstanding |
|---|---|---|
| Mark R. Jundt | 1,100 | <1% (outstanding shares 1,769,599) |
| Director stock equivalents (Jundt) | 4,756 (non-voting; not acquirable within 60 days) | N/A |
Compensation Structure Analysis (Pay-for-Performance)
- Shift in mix: 2024 included a $50,000 cash bonus for Jundt, but no equity awards; 2025 transition period had salary-only comp. No equity grants were made to Jundt, limiting long-term alignment via equity .
- Incentive architecture: Jundt’s employment agreement contains no cash or equity incentive plan provisions; performance metrics and weightings for a CEO plan are not disclosed/applicable .
- Clawbacks: Company adopted a Rule 10D-1 compliant clawback in Nov 2023; Jundt’s agreement also contains restatement-based recoupment .
- Ownership alignment: Low beneficial ownership (<1%) and no outstanding equity awards reduce direct equity sensitivity .
Employment Terms
| Provision | Jundt |
|---|---|
| Base Salary | $100,000 (contract) |
| Incentives | None in agreement |
| Severance | None |
| Non-solicit | 12 months post-termination |
| Confidentiality | Yes |
| Clawback | Agreement recoupment + company policy (Nov 7, 2023) |
| Term/Renewal | 2-year initial term with automatic 1-year renewals; at-will |
Investment Implications
- Alignment and incentives: Jundt’s compensation is lean (salary-focused) with no equity grants and minimal share ownership, which lowers dilution and near-term vesting overhang but may weaken long-term pay-for-performance alignment at the executive level .
- Governance risk/mitigants: Combined Chair/Co-CEO roles without a Lead Independent Director, multiple related-party financings with entities tied to directors/executives, and cross-appointments at Air T present governance and potential conflict risks; these are subject to Audit Committee pre-approval, anti-hedging, and clawback policies .
- Retention risk: The absence of severance or change-in-control protection could signal confidence and cost discipline but may raise retention risk in volatile periods relative to market norms for CEO severance .
- Trading signals: With no equity award pipeline for Jundt and low beneficial ownership, insider selling pressure from vesting appears limited; related-party debt’s demand rights (from Feb 2026 under one note) could influence capital strategy timelines and headline risk .
- Shareholder sentiment: High Say-on-Pay support (~95.7% in 2024) suggests current pay approach has had strong investor backing, though scrutiny of governance structure and related-party exposure is warranted as strategy executes .