DEF 14A of Landmark Bancorp Inc
Filed Apr 18, 2024 · FY20230001493152-24-015235
PROPOSAL 1 – ELECTION OF DIRECTORS
PROPOSAL 1 – ELECTION OF DIRECTORS At the annual meeting of the stockholders to be held on May 22, 2024, our stockholders will be entitled to elect three Class II directors for a term expiring at the 2027 annual meeting of stockholders or until their successors are elected and qualified. Landmark Bancorp’s directors are divided into three classes having staggered terms of three years. Rick Ball, a current Class II director, is retiring from the board after 29 years of service, effective at the stockholder meeting. We thank Mr. Ball for his dedication and service over the years. We have no knowledge that any of the nominees will refuse or be unable to serve, but if any of the nominees becomes unavailable for election, the holders of the proxies reserve the right to substitute another person of their choice as a nominee when voting at the meeting. Set forth below is information concerning the nominees for election and for the other directors whose terms of office will continue after the meeting, including their age, the year first elected as director and their business experience during the previous five years. Unless otherwise noted, the directors have been employed in their principal occupation with the same organization for at least the last five years. The nominees, if elected at the annual meeting of stockholders, will serve as Class II directors for three-year terms expiring at the 2027 annual meeting of stockholders or until their successors are elected and qualified. We unanimously recommend that you vote “FOR” each of the nominees for director. Unless you vote “AGAINST” the nominees or “ABSTAIN”, the shares represented by the enclosed proxy card, if executed and returned, will be voted “FOR” the election of the nominees proposed by the board of directors.
NOMINEES
NOMINEES
NOMINEES
| Name | Age | Position with Landmark Bancorp and Landmark National Bank | Director Since(1) | | CLASS II (Term Expiring 2027) | | | | | Mark J. Kohlrus | 64 | Director of Landmark Bancorp and Landmark National Bank | 2023 | | Sandra J. Moll | 60 | Director of Landmark Bancorp and Landmark National Bank | 2018 | | Wayne R. Sloan | 70 | Director of Landmark Bancorp and Landmark National Bank | 2013 |
NOMINEES
| (1) Indicates the year first elected or appointed to the board of directors of Landmark Bancorp, Landmark National Bank, or one of their predecessor entities. |
CONTINUING DIRECTORS
CONTINUING DIRECTORS
CONTINUING DIRECTORS
| Name | Age | Position with Landmark Bancorp and Landmark National Bank | Director Since(1) | | CLASS III (Term Expires 2025) | | | | | Patrick L. Alexander | 71 | Chairman and Director of Landmark Bancorp and Landmark National Bank | 1990 | | Jim W. Lewis | 68 | Director of Landmark Bancorp and Landmark National Bank | 1991 | | Michael E. Scheopner | 62 | Director of Landmark Bancorp and Landmark National Bank and former President and Chief Executive Officer of Landmark Bancorp and Landmark National Bank | 2013 | | Abigail M. Wendel | 50 | President, Chief Executive Officer and Director of Landmark Bancorp and Landmark National Bank | 2024 | | CLASS I (Term Expires 2026) | | | | | Sarah Hill-Nelson | 54 | Director of Landmark Bancorp and Landmark National Bank | 2011 | | Angela S. Hurt | 48 | Director of Landmark Bancorp and Landmark National Bank | 2023 | | David H. Snapp | 68 | Director of Landmark Bancorp and Landmark National Bank | 1986 | | Angelia K. Stanland | 60 | Director of Landmark Bancorp and Landmark National Bank | 2023 |
CONTINUING DIRECTORS
| (1) Indicates the year first elected or appointed to the board of directors of Landmark Bancorp, Landmark National Bank, or one of their predecessor entities. |
Board of Directors Statistics
Board of Directors Statistics In accordance with the Nasdaq Listing Rule 5606, each Nasdaq-listed company must disclose annually information on each director’s voluntary self-identified characteristics. The table below includes information on the diversity of Landmark’s current board of directors based upon such information voluntarily provided by each director. Two of our directors chose not to provide their self-identified characteristics.
Board Diversity Matrix (As of April 18, 2024)
Board Diversity Matrix (As of April 18, 2024)
Board Diversity Matrix (As of April 18, 2024)
| | Female | Male | | Total Number of Directors | 12 | | | Part I: Gender Identity | | | | Directors | 4 | 6 | | Did Not Disclose Gender Identity | 2 | | | Part II: Demographic Background | | | | White | 3 | 6 | | Native American | 1 | 0 | | Did Not Disclose Demographic Background | 2 | |
Board Diversity Matrix (As of April 14, 2023)
Board Diversity Matrix (As of April 14, 2023)
Board Diversity Matrix (As of April 14, 2023)
| | Female | Male | | Total Number of Directors | 9 | | | Part I: Gender Identity | | | | Directors | 1 | 6 | | Did Not Disclose Gender Identity | 2 | | | Part II: Demographic Background | | | | White | 1 | 6 | | Did Not Disclose Demographic Background | 2 | |
Board Diversity Matrix (As of April 14, 2023)
All of our directors will hold office until the annual meeting of stockholders held in the year indicated or until their respective successors are duly elected and qualified, or until their earlier death, resignation, removal or disqualification. Ms. Wendel was recently hired to serve as our President and Chief Executive Officer and, as part of the hiring process, it was agreed that she would serve on the boards of directors of each entity. There are no other arrangements or understandings with any of the directors or nominees pursuant to which they have been selected as nominees or directors. No director or executive officer is related to any other director or executive officer of Landmark Bancorp or Landmark National Bank by blood, marriage, or adoption. No nominee or director has been a director of another “public corporation” (i.e., subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the “Exchange Act”) or of any investment company within the past five years. The business experience of each nominee and continuing director, as well as their qualifications to serve on the board, are as follows: Patrick L. Alexander has served as Chairman of Landmark Bancorp and Landmark National Bank since January 2019, previously serving as Executive Chairman from January 2014 to December 2018. Mr. Alexander previously served as President and Chief Executive Officer of Landmark Bancorp and Landmark National Bank from October 2001 until stepping down as President in May 2013 and until stepping down as Chief Executive Officer effective January 2014. Mr. Alexander has also served on the boards of directors of Landmark Bancorp and Landmark National Bank since October 2001, becoming Chairman in May 2013. Mr. Alexander became President and Chief Executive Officer of the Manhattan Federal Savings and Loan Association (the predecessor to Security National Bank) in 1990 and became the President and Chief Executive Officer of MNB Bancshares and Security National Bank in 1992 and 1993, respectively. From 1986 to 1990, Mr. Alexander served as President of the Kansas State Bank of Manhattan. We consider Mr. Alexander to be a qualified candidate for service on the board, the Audit Committee and the Compensation Committee due to his experience in the financial services industry and the intimate familiarity with Landmark Bancorp’s operations that he has acquired in senior leadership positions with Landmark Bancorp. Sarah Hill-Nelson is the President and Chief Executive Officer of The Bowersock Mills & Power Company, which operates a hydroelectric power plant in Lawrence, Kansas. Ms. Hill-Nelson is a member of the Lawrence Chamber of Commerce and has served in leadership positions on several boards, including President of the Douglas County CASA Board and Vice President of the City of Lawrence Sustainability Advisory Board and Treasurer of Friends of Lawrence Area Trails. We consider Ms. Hill-Nelson to be a qualified candidate for service on the board due to the skills and expertise she has acquired in running a local business, as well as her involvement in the Lawrence market. Angela S. Hurt is the President and Chief Executive Officer of Veracity Consulting, Inc., a business and technology consulting firm that helps organizations execute on their strategic initiatives and business goals, which she founded in 2006. Ms. Hurt currently serves on the board of the Kansas City Tech Council and is the incoming President for the Kansas City Chapter of the Young Presidents’ Organization. She has also served on the board for the Kansas City Sports Commission, Women’s Employment Network, Enterprise Center in Johnson County, American Indian Enterprise and Business Council, KU Endowment Association and UMKC Women’s Center. We consider Ms. Hurt to be a qualified candidate for service on the board due to the skills and expertise she has demonstrated in running a local business, as well as her involvement in the Kansas City market. Mark J. Kohlrus is currently a self-employed financial consultant and has served as a director of the Landmark National Bank since 2023. Mr. Kohlrus served as Senior Vice-President of The Brink’s Company, a publicly traded corporation, and the Chief Operating Officer of Balance Innovations, a Brink’s division, from June 2019 through his retirement in March 2023. Prior to its acquisition by Brink’s, Mr. Kohlrus was the Chief Financial Officer of Balance Innovations, LLC from 2006 to 2019. Mr. Kohlrus also served as Chief Operating Officer of BV Solutions Group, Inc. from 2000 to 2005, and Chief Financial Officer of NovaStar Financial, Inc. from 1996 to 2000. Mr. Kohlrus was a certified public accountant with KPMG from 1982 to 1996, where he had extensive experience in the banking industry and with public companies. Mr. Kohlrus has a Bachelor of Science degree in accounting from Kansas State University. He served on the Kansas State Accounting Advisory Council for over 20 years and as a College of Business Executive Mentor for 10 years. We believe that Mr. Kohlrus is qualified to serve on our board and the Audit Committee based on his extensive experience in leadership positions at publicly traded companies, his experience with banking organizations and his training and background as an accountant. Jim W. Lewis is the past owner of Lewis Automotive Group, which includes several dealerships in Kansas. Mr. Lewis is a member of the Dodge City Area Chamber of Commerce and previously served as a member of the Governor’s Council of Economic Advisors for the State of Kansas. He also serves on the board of directors of the Higher Education Council for Kansas and the Dodge City Community College. He was a founding member of The Alley, a community teen center in Dodge City. We consider Mr. Lewis to be a qualified candidate for service on the board and the Audit Committee due to the skills and expertise he has demonstrated in running a local business, as well as his prominence in several of our market areas. Sandra J. Moll is the owner of Advanced Business Solutions, LLC, a service organization based in Paola, Kansas, focused on assisting and providing solutions for financial institutions and small and medium businesses. In addition, Ms. Moll works with executives in an advisory capacity across the nation in strategic planning initiatives and executive management. Ms. Moll currently serves on the board of UX Unlimited, a technology company serving the financial services industry and she previously served on the board of KC One Heart. She is a co-founder of the nonprofit PATH that serves the Miami County, Kansas communities as well as veterans across the United States. We consider Ms. Moll to be a qualified candidate for service on the board and the Audit Committee due to the financial skills and extensive expertise she has acquired in her leadership roles in the financial services industry and the expertise she has acquired in running a local business, as well as her involvement in several of our market areas. Michael E. Scheopner recently retired as the President and Chief Executive Officer of Landmark Bancorp and Landmark National Bank, positions he has held for over a decade. Mr. Scheopner is currently a non-executive employee until his full retirement from employment at the end of 2024. He has been with us since 1996, previously serving as an Executive Vice President and Credit Risk Manager of Landmark National Bank from October 2001 to May 2013. He also served as an Executive Vice President of Security National Bank from March 1998 to October 2001 and as a Senior Vice President of Security National Bank from May 1996 to March 1998. We consider Mr. Scheopner to be a qualified candidate for service on the board due to his experience in the financial services industry and the intimate familiarity with our organization’s operations that he has acquired in senior leadership positions within our organization.
Board Diversity Matrix (As of April 14, 2023)
Wayne R. Sloan is the Chairman of the Board of BHS Construction, Inc., a general construction firm in Manhattan, Kansas, a position he has held since January 2021. Previously, he was the President of BHS Construction, Inc. since 1982. He currently serves on the board and is a past President of the Pawnee Mental Health Foundation Board. He also currently serves on the Business Advocacy Committee of the Manhattan Area Chamber of Commerce. He has previously served as the President of the State Alliance of Boys and Girls Clubs. He also served as President of the Associated General Contractors of Kansas and the President of the Boys and Girls Club of Manhattan. He also served as the Chairman of the Board of the Manhattan Area Chamber of Commerce. We consider Mr. Sloan to be a qualified candidate for service on the board due to the skills and expertise he has acquired in running a local business, as well as his involvement in the Manhattan market. David H. Snapp is the owner of the David H. Snapp, LC law firm in Dodge City, Kansas. Mr. Snapp serves as a board member of Arrowhead West, Inc., a mental and physical rehabilitation center, and the Catholic Charities of Southwest Kansas, Inc. and has previously served as the past President of the Community Foundation of Southwest Kansas. Mr. Snapp is the past President of the Santa Fe Trail Council of the Boy Scouts of America. Mr. Snapp is also a member of the Kansas Title Standards Committee for real estate transactions and is a member of the Kansas Judicial Council Probate Advisory Committee. We consider Mr. Snapp to be a qualified candidate for service on the board and the Compensation Committee due to his legal skills and expertise, along with the expertise that he has acquired in running a local business and his prominence in the Dodge City market. Angelia K. Stanland is the Chief of Staff for The Illig Family Enterprise Company. She has previously served as the Vice-President of Recruiting and Associate Service for Cerner Corporation from August 2004 until January 2019. Ms. Stanland has served on the Board of Trustees for Coker University, including a term as the Chairman of the Board and is currently on the Board’s Executive Committee. She also serves on the American Royal Board, including a term as the Chairman of the Board and is currently on the Board’s Executive Committee. She has previously served on the board of the Kansas City Convention and Visitor’s Association as well as numerous other nonprofit boards. We consider Ms. Stanland to be a qualified candidate for service on the board due to the skills and expertise she has demonstrated in the human resources field, as well as her involvement in the Kansas City market. Abigail M. Wendel became, effective March 29, 2024, the President and Chief Executive Officer of Landmark Bancorp and Landmark National Bank. Previously, she served as President of Consumer Banking for UMB Bank, N.A. since 2018. Prior to that role at UMB, Ms. Wendel served as Senior Vice President and Director of Corporate Strategy, Government & Investor Relations from 2008 to 2015 and as Executive Vice President, Chief Strategy Officer from 2015 to 2018. Prior to joining UMB, Ms. Wendel held a variety of operational, administrative and leadership roles with the Federal Reserve Bank of Kansas City for twelve years. Ms. Wendel is also involved in a number of community organizations in and around Kansas City. We consider Ms. Wendel to be qualified as a director due to her extensive experience working at key positions of a larger, regional bank, as well as her experience as a bank regulator with the Federal Reserve Bank of Kansas City. In addition, Landmark has one executive officer not otherwise discussed above, whose business experience is as follows: Mark A. Herpich, age 56, has served as Vice President, Secretary, Treasurer and Chief Financial Officer of Landmark Bancorp and as Executive Vice President, Secretary and Chief Financial Officer of Landmark National Bank since October 2001. Previously, he held these same positions at MNB Bancshares and Security National Bank from September 1998 to October 2001. Mr. Herpich served as a Senior Manager and certified public accountant at KPMG LLP from August 1989 to September 1998. Mr. Herpich was not selected as an officer pursuant to any arrangement or understanding with any other person. CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS We currently have twelve directors serving on our board, a majority of whom are “independent,” as that term is defined by The Nasdaq Stock Market LLC (“Nasdaq”). Following the annual meeting we will have eleven directors, with Mr. Ball’s retirement. Our board of directors has evaluated the independence of its members based upon the rules of Nasdaq and the Securities and Exchange Commission. Applying these standards, our board of directors has affirmatively determined that, with the exception of Mr. Scheopner, who recently retired as our President and Chief Executive Officer, and Ms. Wendel, who is our new President and Chief Executive Officer, each of our current directors is an independent director, as defined under the applicable rules. Generally, the board oversees our business and monitors the performance of our management. In accordance with our corporate governance procedures, the board does not involve itself in the day-to-day operations of Landmark Bancorp, which are monitored by our executive officers and management. Our directors fulfill their duties and responsibilities by attending regular meetings of the full board, with additional special meetings held from time to time. Our directors also discuss business and other matters with our key executives and our principal external advisers (legal counsel, auditors and other consultants) at times other than regularly scheduled meetings when appropriate. The board of directors has, in addition to other committees, an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. The current charters of each of these committees are available on Landmark Bancorp’s website at www.landmarkbancorpinc.com under “Corporate Overview — Corporate Governance.” Our website also contains a general description about us, as well as our Code of Business Conduct and Ethics. Additionally, we maintain a separate website for Landmark National Bank at www.banklandmark.com that contains a description of our banking services and products. The board held seven regularly scheduled and special meetings during 2023. During 2023, all directors attended at least 75 percent of the meetings of the board and the committees on which they served. Although we do not have a formal policy regarding director attendance at the annual meeting, we encourage and expect all of our directors to attend. Last year, all of the directors serving at that time were present at the annual meeting.
Director Compensation
Director Compensation In 2023, the Landmark Bancorp board of directors met seven times. Landmark Bancorp’s directors (other than Mr. Alexander) received a quarterly retainer of $5,000 for serving on the board of directors, supplemented by a $2,000 fee paid for attending non-telephonic board meetings, except for the May and December meetings for which they received a $1,000 fee. Mr. Alexander received a quarterly retainer of $10,000 for serving as Chairman of Landmark Bancorp and a $4,000 fee for each non-telephonic board meeting he attended, except for the May and December meetings for which he received a $2,000 fee. In addition, all non-employee directors received an award of restricted stock with a grant date fair value of approximately $10,000. The table below illustrates the compensation of our non-employee directors in 2023. Landmark Bancorp has assumed deferred compensation agreements entered into by Messrs. Ball and Snapp as directors of Landmark Bancshares, Inc., a predecessor company of Landmark Bancorp. Under the deferred compensation agreements, the Company maintains a deferred compensation account for each of Messrs. Ball and Snapp. The Company may contribute to such accounts from time to time, although it does not do so currently. On an annual basis, the deferred compensation accounts are credited for earnings or losses, as the case may be, based on the performance of certain measurement funds. As of December 31, 2023, the account balances were $624,416 and $30,017 for Messrs. Ball and Snapp, respectively. The deferred compensation accounts will be distributed to each director in 120 monthly installments upon the retirement of the director from the board following his 65th birthday or to his beneficiary in the event of his death prior to normal retirement age. Because Messrs. Ball and Snapp have attained age 65, they will qualify for such a distribution upon their retirement. Should Messrs. Ball and Snapp cease to be members of the board of directors for any reason other than retirement or death, they would receive the balance of their deferred compensation account in a lump sum distribution at the time of termination. The director fees paid for service in 2023 is as follows:
Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) (2) | Total ($) | | (a) | (b) | (c) | (h) | | Patrick L. Alexander | 63,600 | 9,992 | 73,592 | | Richard A. Ball | 30,000 | 9,992 | 39,992 | | Brent A. Bowman | 14,000 | 9,992 | 23,992 | | Angela S. Hurt | 18,500 | 9,992 | 28,492 | | Sandra J. Moll | 32,700 | 9,992 | 42,692 | | Sarah Hill-Nelson | 30,000 | 9,992 | 39,992 | | Jim W. Lewis | 32,700 | 9,992 | 42,692 | | Wayne R. Sloan | 31,200 | 9,992 | 41,192 | | David H. Snapp | 30,900 | 9,992 | 40,892 | | Angelia K. Stanland | 20,600 | 9,992 | 30,592 |
Director Compensation
| (1) Mr. Scheopner’s fees are reflected in the “All Other Compensation” column of the Summary Compensation Table. Mr. Bowman’s, Ms. Hurt’s and Ms. Stanland’s fees are reflective of a partial year of service. | | (2) Amounts reflect the aggregate grant date fair value of restricted stock awards granted in 2023 computed in accordance with FASB ASC Topic 718. In 2023, each non-employee director was granted 495 shares of restricted stock (as adjusted for subsequent stock dividends), which vest 100% on May 22, 2024. For a discussion of the assumptions used to establish the valuation of the restricted stock awards, reference is made to Note 19 of the Notes to the Consolidated Financial Statements of the Company included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the Securities and Exchange Commission on March 27, 2024. |
Director Compensation
EXECUTIVE COMPENSATION
Regulatory Impact on Compensation
Regulatory Impact on Compensation As a publicly traded financial institution, Landmark Bancorp must comply with multiple layers of regulations when considering and implementing compensation decisions. Although these regulations do not set specific parameters within which compensation decisions must be made, they do require that Landmark Bancorp and the Compensation Committee be mindful of the risks associated with compensation programs designed to incentivize superior performance. Under the FDIC’s 2015 Interagency Guidelines Establishing Standards for Safety and Soundness, excessive compensation is prohibited as an unsafe and unsound practice. When determining whether compensation is excessive, the FDIC has directed financial institutions to consider whether aggregate cash amounts paid or noncash benefits provided to an employee are unreasonable or disproportionate to the services the employee performs. The Safety and Soundness standards set forth a framework within which financial institutions should evaluate an employee’s compensation, with factors including compensation history, internal pay equity, and, if appropriate, comparable compensation practices at peer institutions. This framework also requires Landmark Bancorp to consider its overall financial condition. Separately, the FDIC, the Federal Reserve, the Office of the Comptroller of the Currency and the Office of Thrift Supervision together issued the Guidance on Sound Incentive Compensation Policies (the “Joint Guidance”) in 2010. The Joint Guidance complements the Safety and Soundness standards and establishes a framework within which financial institutions must assess the soundness of their incentive compensation plans, programs and arrangements. Because the Joint Guidance is limited to senior executive officers and those other individuals who, either alone or as a group, could pose a material risk to the financial institution, it is somewhat narrower in scope than the Safety and Soundness standards. With respect to those individuals to which it applies, the Joint Guidance aims to ensure that any available incentive compensation arrangements appropriately balance risk and reward, are compatible with effective controls and risk management and have the support of strong corporate governance. In addition to the foregoing, proposed rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) that intend to implement further risk assessment guidelines and procedures may eventually be finalized by the financial institution regulatory agencies and the SEC. It is likely that Landmark Bancorp will be subject to those further guidelines and procedures if and when they become finalized and effective. During 2011, the regulatory agencies issued initial proposed guidance with respect to the Dodd-Frank Act risk assessment guidelines and procedures, and they revised and re-proposed this guidance in 2016. Depending on whether and when the proposed rules are finalized, the earliest they would likely apply to Landmark Bancorp is for performance periods beginning on or after January 1, 2024. In large part, any guidance under the Dodd-Frank Act would likely restate and codify the frameworks presently set forth in the Safety and Soundness standards and the Joint Guidance. The Compensation Committee, with the assistance of its advisors and Landmark Bancorp management, continues to monitor the status of compensation-related rules and regulations under the Dodd-Frank Act. Landmark Bancorp is also subject to the SEC’s rules regarding risk assessment, which apply to all publicly traded companies. The SEC rules require Landmark Bancorp to determine whether any of its existing incentive compensation plans, programs or arrangements create risks that are reasonably likely to have a material adverse effect on Landmark Bancorp. The Compensation Committee has determined that Landmark Bancorp’s incentive compensation plans, programs and arrangements do not create risks that are reasonably likely to have a material adverse effect on Landmark Bancorp. The Compensation Committee believes that its regular, overall assessment of the compensation plans, programs and arrangements established for Landmark Bancorp’s named executive officers includes a sensible, responsible approach toward balancing risks and rewarding reasonable, but not necessarily easily attainable, goals. The Compensation Committee has revisited the frameworks set forth in the Safety and Soundness standards and the Joint Guidance, as both are effective parts of the Compensation Committee’s overall assessment of the balance between risk and reward in Landmark Bancorp’s compensation arrangements. The Compensation Committee believes Landmark Bancorp has adequate policies and procedures in place to balance and control any risk taking that may be incentivized by the employee compensation plans. The Compensation Committee further believes that such policies and procedures will work to limit the risk that any employee would manipulate reported earnings in an effort to enhance his or her compensation. When making decisions about executive compensation, Landmark Bancorp considers, in addition to the above, the impact of other regulatory provisions, including: Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), regarding the tax deductibility of certain compensation; Section 409A of the Code regarding nonqualified deferred compensation; Sections 4999 and 280G of the Code regarding excise taxes and deduction limitations on golden parachute payments made in connection with a change in control; and the impact of FASB ASC Topic 718, which requires Landmark Bancorp to recognize the compensation cost of grants of equity awards based upon their grant date fair value.
Summary of Compensation Paid to Named Executive Officers
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (i) | (j) | | Michael E. Scheopner | 2023 | 450,000 | 60,750 | — | 75,032 | 40,500 | 64,123 | 690,405 | | President and Chief Executive Officer | 2022 | 425,000 | 22,880 | 74,992 | — | 15,330 | 61,788 | 599,990 | | Mark A. Herpich | 2023 | 280,000 | 45,630 | — | 40,018 | 30,420 | 26,397 | 422,465 | | Executive Vice President and Chief Financial Officer | 2022 | 268,750 | 18,760 | 39,994 | — | 12,569 | 25,986 | 366,059 |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information on outstanding options and unvested restricted stock held by the individuals named in the Summary Compensation Table as of December 31, 2023, including the number of shares underlying both exercisable and unexercisable portions of each stock option as well as the exercise price and the expiration date of each outstanding option. The number of equity awards and exercise prices of options presented in the table below have been adjusted to reflect subsequent stock dividends.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) (1) | Option Exercise Price ($) | Option Expiration Date (2) | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) (3) | | (a) | (b) | (c) | (e) | (f) | (g) | (h) | | Michael E. Scheopner | 8,949 | — | 20.79 | 8/1/2027 | | | | | 15,081 | — | 18.37 | 8/1/2029 | | | | | 5,120 | 5,121 | 23.97 | 8/1/2031 | | | | | | 17,744 | 20.16 | 8/1/2033 | | | | | | | | | 736(4) | 14,573 | | | | | | | 2,432(5) | 48,154 | | Mark A. Herpich | 4,921 | — | 20.79 | 8/1/2027 | | | | | 8,295 | — | 18.37 | 8/1/2029 | | | | | 2,816 | 2,816 | 23.97 | 8/1/2031 | | | | | — | 9,464 | 20.16 | 8/1/2033 | | | | | | | | | 406(4) | 8,039 | | | | | | | 1,296(5) | 25,661 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Outstanding stock options granted on August 1, 2021 vest 25% each year over a four-year period beginning August 1, 2022, and the outstanding stock options granted on August 1, 2023 vest 25% each year over a four-year period beginning August 1, 2024. | | (2) All options expire 10 years after the grant date. | | (3) Based on Landmark Bancorp’s closing price of $19.80 on December 29, 2023, the last trading day of the year. | | (4) Shares of restricted stock were granted on August 1, 2020 and vest 25% each year over a four-year period beginning August 1, 2021. | | (5) Shares of restricted stock were granted on August 1, 2022 and vest 25% each year over a four-year period beginning August 1, 2023. |
Outstanding Equity Awards at Fiscal Year-End
All outstanding equity awards made to Messrs. Scheopner and Herpich were made pursuant to the Landmark Bancorp, Inc. 2015 Stock Incentive Plan (the “2015 Stock Incentive Plan”). The options were granted with an exercise price equal to the fair market value of the stock on the date of grant.
Benefits upon Termination or a Change of Control
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid (CAP) to PEO | Average Summary Compensation Table Totals for non-PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based on: Total Shareholder Return | Net Income (dollars in thousands) | | 2023 | $690,405 | $673,367 | $422,465 | $413,222 | $111.20 | $12,236 | | 2022 | $599,990 | $559,176 | $304,547 | $288,730 | $116.20 | $9,878 | | 2021 | $602,426 | $679,401 | $319,159 | $349,944 | $135.80 | $18,011 |