DEF 14A of Landmark Bancorp Inc
Filed Apr 20, 2026 · FY20250001493152-26-018137
(Class I, Term Expiring 2029)
(Class I, Term Expiring 2029)
(Class I, Term Expiring 2029)
| Angela S. Hurt Age: 50 Director since: 2023 Committees: | | Ms. 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. She is also a director of Landmark National Bank. | | | ● | Audit and Risk | ● | Ms. Hurt currently serves on the board of the Kansas City Tech Council and is the 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 and on the Audit and Risk Committee due to the skills and expertise she has demonstrated in running a local technology consulting firm, as well as her involvement in the Kansas City market. |
(Class I, Term Expiring 2029)
| David H. Snapp Age: 70 Director since: 1986 | Mr. Snapp is the owner of the David H. Snapp, LC law firm in Dodge City, Kansas. He is also a director of Landmark National Bank. | | | | ● | 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. | | | ● | Previously, he served as President of the Community Foundation of Southwest Kansas. | | | ● | Mr. Snapp is also the former President of the Santa Fe Trail Council of the Boy Scouts of America. | | | ● | Mr. Snapp is 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 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. |
(Class I, Term Expiring 2029)
| Angelia K. Stanland Age: 62 Director since: 2023 Committees: | | Ms. Stanland is the CEO of PeopleFirst, LLC and also serves as the Chief of Staff for the Illig Family Enterprise Company. She is also a director of Landmark National Bank. | | | ● | Compensation (Chair) | ● | Previously, she served as the Vice-President of Recruiting and Associate Service for Cerner Corporation from August 2004 until January 2019. | | | | ● | Ms. Stanland has also served on the Board of Trustees for Coker University, including a term as the Chairman of the Board. | | | | ● | 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. | | | | ● | Ms. Stanland 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 and the Compensation Committee due to the skills and expertise she has demonstrated in the human resources field, as well as her involvement in the Kansas City market. |
(Class I, Term Expiring 2029)
| | CONTINUING DIRECTORS (Class II, Term Expiring 2027) | | | | Mark J. Kohlrus Age: 66 Director since: 2023 Committees: | | Mr. Kohlrus is currently a self-employed financial consultant and has served as a director of the Landmark Bancorp since 2023. He is also a director of Landmark National Bank. | | | ● | Audit and Risk (Chair) | ● | Previously, he 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 also a certified public accountant with KPMG from 1982 to 1996, where he had extensive experience in the banking industry and with public companies. | | | | ● | 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 and Risk 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. | | Sandra J. Moll Age: 62 Director since: 2018 Committees: | | Ms. 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. She is also a director of Landmark National Bank. | | | ● | Nominating and Corporate Governance | ● | Ms. Moll also works with executives in an advisory capacity across the nation in strategic planning initiatives and executive management. | | | | ● | She 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 Nominating and Corporate Governance 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. |
(Class I, Term Expiring 2029)
| Wayne R. Sloan Age: 72 Director since: 2013 Committees: | | Mr. 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. He is also a director of Landmark National Bank. | | | ● | Nominating and Corporate Governance (Chair) | ● | 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, and on the Business Advocacy Committee of the Manhattan Area Chamber of Commerce. | | | | ● | Mr. Sloan has previously served as the President of the State Alliance of Boys and Girls Clubs, and 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 and on the Nominating and Corporate Governance Committee due to the skills and expertise he has acquired in running a local business, as well as his involvement in the Manhattan market. | | | (Class III, Term Expiring 2028) | | | | Abigail M. Wendel Chief Executive Officer and President | | Ms. Wendel has served as the President and Chief Executive Officer of Landmark Bancorp and Landmark National Bank since March 2024. She is also a director of Landmark National Bank. | | | Age: 52 Director since: 2024 | | ● | 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 a qualified candidate for service on the Board due to her extensive experience working at key positions of a larger, regional bank, as well as her experience with the Federal Reserve Bank of Kansas City. |
(Class I, Term Expiring 2029)
| Patrick L. Alexander Chairman Age: 73 Director since: 1990 Committees: | | Mr. Alexander has served as the Chairman of Landmark Bancorp since January 2019 and of Landmark National Bank since May 2013, previously serving as Executive Chairman from January 2014 to December 2018. Mr. Alexander also 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 as Chief Executive Officer in January 2014. He is also a director of Landmark National Bank. | | | ● | Nominating and Corporate Governance | ● | 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 and the Nominating and Corporate Governance 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. | | Jim W. Lewis Age: 70 Director since: 1991 Committees: | | Mr. Lewis has served as a director of Landmark Bancorp since 1991. He is also a director of Landmark National Bank. | | | ● | Compensation | ● | Mr. Lewis is the retired owner of Lewis Automotive Group, which included multiple automotive dealerships across Kansas. Lewis Auto Group also operated over 20 Hertz Rental Car locations. Mr. Lewis previously served as a member of the Toyota National Dealer Council. 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. | | | | ● | Mr. Lewis served as a member of the Kansas Higher Education Council and currently serves on the Board of Trustees of Dodge City Community College. | | | | ● | Mr. Lewis 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 Compensation 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. |
(Class I, Term Expiring 2029)
| Thomas A. Page Age: 72 Director Since: 2024 Committees: | | Mr. Page is the former President and Chief Executive Officer of Emprise Bank and has served as a director Landmark Bancorp since 2024. He is also a director of Landmark National Bank. | | | ● | Audit and Risk | ● | Previously, he held the position of President of Community Banking at the former Bank IV/Fourth Financial Corporation. | | | | ● | Mr. Page also previously served on the American Bankers Association Taxation Committee, the Kansas Bankers Association State Affairs Committee, and as Chairman of the Board of the Kansas Development Finance Authority. | | | | ● | We consider Mr. Page to be a qualified candidate for service on the Board and the Audit and Risk Committee due to his experience in the financial services industry during his career in senior leadership positions at other financial institutions |
(Class I, Term Expiring 2029)
All of our directors will hold office until the annual meeting of stockholders held in the year indicated for their class, or until their respective successors are duly elected and qualified, or until their earlier death, resignation, removal or disqualification. Ms. Wendel was hired to serve as our President and Chief Executive Officer effective March 29, 2024 and, as part of the hiring process, it was agreed that she would serve on the boards of directors of both Landmark Bancorp and Landmark National Bank. 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, director nominee or executive officer has a family relationship with any other director, director nominee or executive officer of Landmark Bancorp or Landmark National Bank by blood, marriage, or adoption. Unless noted in such person’s biography above, 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 (the “Exchange Act”)) or of any investment company within the past five years. In addition, Landmark Bancorp has one executive officer not otherwise discussed above, whose business experience is as follows: Mark A. Herpich, age 58, 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. Mr. Herpich is also the former President of the Coronado Area Council of the Boy Scouts of America.
Director Compensation
Director Compensation In 2025, the Board of Directors met five times. Directors of Landmark Bancorp (other than Mr. Alexander) received a quarterly retainer of $5,750 for service on the Board. In addition, directors received a fee of $2,000 for each in-person Board meeting attended, except for the May meeting, for which the fee was $1,000. Mr. Alexander received a quarterly retainer of $11,500 for his service as Chairman of the Board. He also received a fee of $4,000 for each in-person Board meeting attended, except for the May meeting, for which the fee was $2,000. Landmark Bancorp has assumed a certain deferred compensation agreement originally entered into by Mr. Snapp in connection with his service as a director of Landmark Bancshares, Inc., a predecessor to the Company. Pursuant to this agreement, the Company maintains a deferred compensation account for Mr. Snapp. As of December 31, 2025, the deferred compensation account balance for Mr. Snapp was $30,265. While the Company retains the discretion to make contributions to this account from time to time, no such contributions were made in 2025. The account balance is adjusted annually to reflect investment gains or losses based on the performance of designated measurement funds. Mr. Snapp has attained age 65 and, accordingly, is eligible to receive a distribution of his account balance upon retirement. The non-employee director fees paid for service in 2025 were as follows:
Director Compensation
| Name | Fees Earned or Paid in Cash($)(1) | Stock Awards ($) | Total ($) | | (a) | (b) | (c) | (h) | | Patrick L. Alexander | $68,400 | — | $68,400 | | Angela S. Hurt | $33,500 | — | $33,500 | | Mark Kohlrus | $39,150 | — | $39,150 | | Sandra J. Moll | $35,150 | — | $35,150 | | Sarah Hill-Nelson | $33,500 | — | $33,500 | | Jim W. Lewis | $35,150 | — | $35,150 | | Wayne R. Sloan | $34,900 | — | $34,900 | | David H. Snapp | $35,800 | — | $35,800 | | Angelia K. Stanland | $34,400 | — | $34,400 | | Thomas A. Page | $30,000 | — | $30,000 | | Michael E. Scheopner | $15,500 | — | $15,500 |
Director Compensation
| (1) As President and Chief Executive Officer, Ms. Wendel received no additional compensation for services on our Board. Ms. Wendel’s compensation is included in the Summary Compensation Table of this proxy statement. |
Director Compensation
EXECUTIVE COMPENSATION
Cash Incentive Program
Cash Incentive Program The Company’s Cash Incentive Program is designed to reward annual performance, with a significant majority of the incentive opportunity based on financial performance metrics. For 2025, performance was primarily evaluated based on net income and return on average assets (“ROAA”), with a smaller portion tied to a qualitative assessment of individual and Company performance. Goals are established at threshold, target and maximum levels and weightings are tailored to each executive’s role and responsibilities. Performance between performance levels are interpolated to reward incremental improvement. For 2025, Ms. Wendel had a target incentive opportunity of $176,400, with a maximum opportunity of $252,000, and Mr. Herpich had a target incentive opportunity of $76,250, with a maximum opportunity of $122,000. Performance for both net income and ROAA was achieved at maximum levels, resulting in strong overall incentive outcomes for the year. The Compensation Committee also considered attainment of individual performance objectives. The Compensation Committee approved actual payouts under the program for 2025 performance as follows: $252,000 for Ms. Wendel and $96,838 for Mr. Herpich. Such amounts are reflected in the Summary Compensation Table below.
Long-Term Incentives
Long-Term Incentives The Company maintains the Landmark Bancorp, Inc. 2024 Stock Incentive Plan (the “2024 Stock Incentive Plan”); however, no equity awards were granted to named executive officers in 2025. See discussion below for a further description of the 2024 Stock Incentive Plan.
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation for each of our NEOs for our fiscal years ended December 31, 2025 and 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | 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) | | Abigail M. Wendel | 2025 | 476,370 | — | — | — | 252,000 | 39,106 | 767,476 | | President and Chief Executive Officer | 2024 | 360,463 | 110,000 | 216,399 | 156,000 | — | 20,220 | 863,082 | | Mark A. Herpich | 2025 | 289,407 | — | — | — | 96,838 | 31,686 | 417,931 | | Executive Vice President and Chief Financial Officer | 2024 | 289,054 | — | 59,007 | — | 68,588 | 30,154 | 446,803 |
Summary Compensation Table
| (1) The amounts set forth in the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value of stock and option awards granted to each of our NEOs in each of the years ended December 31, 2025 and 2024 computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions used to establish the valuation of the restricted stock and stock option awards, reference is made to Note 17 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, 2025, as filed with the SEC. Each stock award and option award has been adjusted for subsequent stock dividends. | | (2) For 2025, amounts represent annual non-equity incentive plan awards paid as a result of the attainment of specific net income and return on average assets goals. The objective performance goals are set at the beginning of each year by the Compensation Committee. | | (3) For 2025, amounts include Company contributions to Landmark Bancorp’s 401(k) Profit Sharing Plan of $21,000 for both Ms. Wendel and Mr. Herpich. The remainder of the amounts reported in all other compensation for 2025 includes: (i) a car allowance of $8,578 and $1,782 for Ms. Wendel and Mr. Herpich, respectively, and (ii) country club dues of $9,582 and $8,904 for Ms. Wendel and Mr. Herpich, respectively. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning the outstanding options and unvested restricted stock held by each of our NEOs as of December 31, 2025. The number of equity awards and exercise prices of options presented in the table below have been adjusted to reflect subsequent stock dividends.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Option Exercise Price ($) | 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) | | Abigail M. Wendel | — | 44,100 | 17.62 | 2/29/2034 | — | — | | | — | — | — | | 4,134(4) | 108,269 | | | — | — | — | — | 4,948(5) | 129,588 | | | — | — | | | | | | Mark A. Herpich | 5,425 | — | 18.86 | 8/1/2027 | — | — | | | 9,146 | — | 16.67 | 8/1/2029 | — | — | | | 6,210 | — | 21.74 | 8/1/2031 | — | — | | | 5,217 | 5,217 | 18.29 | 8/1/2033 | | | | | — | — | — | — | 475(6) | 12,440 | | | — | — | — | — | 2,433(5) | 63,720 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Ms. Wendel’s options granted on February 29, 2024 (as adjusted for subsequent stock dividends) vest on the fourth anniversary of the commencement of her employment. Mr. Herpich’s outstanding options to purchase 5,217 shares of common stock (as adjusted for subsequent stock dividends), which were granted on August 1, 2023, vest 25% on each of the first four anniversaries of the grant date. | | (2) All options expire 10 years after the grant date. | | (3) Based on Landmark Bancorp’s closing price of $26.19 on December 31, 2025, the last trading day of the year. | | (4) Shares of restricted stock were granted on February 29, 2024 and vest 25% each year over a four-year period beginning March 29, 2025. | | (5) Shares of restricted stock were granted on August 1, 2024 and vest 25% each year over a four year period beginning August 1, 2025. | | (6) 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 Ms. Wendel and Mr. Herpich prior to May 22, 2024, were made pursuant to the Landmark Bancorp, Inc. 2015 Stock Incentive Plan (the “2015 Stock Incentive Plan”). All outstanding equity awards made to Ms. Wendel and Mr. Herpich after May 22, 2024, were made pursuant to the 2024 Stock Incentive Plan (the 2024 Stock Incentive Plan, and, collectively with the 2015 Stock Incentive Plan, the “Stock Incentive Plans”). The Stock Incentive Plans are discussed below under “Equity Compensation Plans.” All options were granted with an exercise price equal to the fair market value of the stock on the date of grant.