DEF 14A of Landmark Bancorp Inc, Apr 17, 2025

DEF 14A of Landmark Bancorp Inc

Filed Apr 17, 2025 · FY20240001641172-25-005253

Open on EDGAR

  1. (Class III, Term Expiring 2028)

    (Class III, Term Expiring 2028)

  2. (Class III, Term Expiring 2028)

    | Abigail M. Wendel Chief Executive Officer and President Age: 51 Director since: 2024 | Ms. Wendel has served as the President and Chief Executive Officer of Landmark Bancorp and Landmark National Bank since March 29, 2024. She is also a director of 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 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. |

  3. (Class III, Term Expiring 2028)

    | Patrick L. Alexander Chairman Age: 72 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. | | | ● | Audit | ● | 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. | | ● | Compensation | ● | 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, 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. |

  4. (Class III, Term Expiring 2028)

    | Jim W. Lewis Age: 69 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. | | | ● | Audit | ● | Previously, he was the 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. | | | | ● | Mr. Lewis also serves on the board of directors of the Higher Education Council for Kansas and the 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 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. |

  5. (Class III, Term Expiring 2028)

    | Tom A. Page Age: 71 | Mr. Page is the former President and Chief Executive Officer of Emprise Bank. He is also a director of Landmark National Bank. | | | | ● | 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 due to his experience in the financial services industry during his career in senior leadership positions at other financial institutions. |

  6. CONTINUING DIRECTORS

    CONTINUING DIRECTORS

  7. (Class I, Term Expiring 2026)

    (Class I, Term Expiring 2026)

  8. (Class I, Term Expiring 2026)

    | Sarah Hill-Nelson Age: 55 Director since: 2011 Committees: | | Ms. Hill-Nelson is the President and Chief Executive Officer of The Bowersock Mills & Power Company, which operates a hydroelectric power plant in Lawrence, Kansas. She is also a director of Landmark National Bank. | | | ● | Nominating and Governance | ● | Ms. Hill-Nelson is a member of the Lawrence Chamber of Commerce. | | | | ● | Ms. Hill-Nelson is a board member of Friends of the Kaw. | | | | ● | Ms. Hill-Nelson was past Chair of the Small Hydropower Council for the National Hydropower Association. | | | | ● | She has also 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 and the Nominating and Governance Committee due to the skills and expertise she has acquired in running a local business, as well as her involvement in the Lawrence market. |

  9. (Class I, Term Expiring 2026)

    | Angela S. Hurt Age: 49 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. | | | ● | Nominating and Governance | ● | 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 Nominating and Governance Committee due to the skills and expertise she has demonstrated in running a local business, as well as her involvement in the Kansas City market. |

  10. (Class I, Term Expiring 2026)

    | David H. Snapp Age: 69 Director since: 1986 Committees: | | 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. | | | ● | Compensation | ● | 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. | | ● | Nominating and Governance (Chair) | ● | 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 and the Compensation Committee and the Nominating and Governance 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. |

  11. (Class I, Term Expiring 2026)

    | Angelia K. Stanland Age: 61 Director since: 2023 Committees: | | Ms. Stanland is the Chief of Staff for The Illig Family Enterprise Company. She is also a director of Landmark National Bank. | | | ● | Nominating and Governance | ● | 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 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. | | | | ● | 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 Nominating and Governance 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. |

  12. (Class II, Term Expiring 2027)

    (Class II, Term Expiring 2027)

  13. (Class II, Term Expiring 2027)

    | Mark J. Kohlrus Age: 65 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 (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 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. |

  14. (Class II, Term Expiring 2027)

    | Sandra J. Moll Age: 61 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. | | | ● | Audit | ● | 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 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. |

  15. (Class II, Term Expiring 2027)

    | Wayne R. Sloan Age: 71 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. | | | ● | Compensation (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 Compensation Committee due to the skills and expertise he has acquired in running a local business, as well as his involvement in the Manhattan market. |

  16. (Class II, Term Expiring 2027)

    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 57, 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.

  17. Director Compensation

    Director Compensation In 2024, the Board met six times. Landmark Bancorp’s directors (other than Mr. Alexander) received a quarterly retainer of $5,000 for serving on the Board, 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, along with Mr. Scheopner, 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 2024. 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, 2024, the account balances were $749,676 and $30,181 for Messrs. Ball and Snapp, respectively. Because Mr. Snapp has attained age 65, he will qualify for such a distribution upon his retirement. Should Mr. Snapp cease to be a member of the Board for any reason other than retirement or death, he would receive the balance of his deferred compensation account in a lump sum distribution at the time of termination. The director fees paid for service in 2024 is as follows:

  18. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | (a) | (b) | (c) | | (h) | | Patrick L. Alexander | $66,300 | $10,005 | — | $76,305 | | Richard A. Ball(3) | $16,400 | — | $43,784 | $60,184 | | Angela S. Hurt | $28,600 | $10,005 | — | $38,605 | | Mark Kohlrus | $35,800 | $10,005 | — | $45,805 | | Sandra J. Moll | $34,000 | $10,005 | — | $44,005 | | Sarah Hill-Nelson | $30,000 | $10,005 | — | $40,005 | | Jim W. Lewis | $34,300 | $10,005 | — | $44,305 | | Wayne R. Sloan | $33,000 | $10,005 | — | $43,005 | | David H. Snapp | $31,500 | $10,005 | — | $41,505 | | Angelia K. Stanland | $32,100 | $10,005 | — | $42,105 |

  19. Director Compensation

    | (1) Mr. Scheopner’s fees are reflected in the “All Other Compensation” column of the Summary Compensation Table. 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. |

  20. Director Compensation

    | (2) Amounts reflect the aggregate grant date fair value of restricted stock awards granted in 2024 computed in accordance with FASB ASC Topic 718. In 2024, each non-employee director was granted 523 shares of restricted stock (as adjusted for subsequent stock dividends), which vest 100% on May 21, 2025. 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, 2024, as filed with the SEC. |

  21. Director Compensation

    | (3) Mr. Ball retired on May 22, 2024. During, 2024, Mr. Ball received payments totaling $43,784 under his deferred compensation agreement. |

  22. Director Compensation

    EXECUTIVE COMPENSATION

  23. 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 (the “Safety and Soundness Standards”), excessive compensation is prohibited as an unsafe and unsound practice. The FDIC has indicated that financial institutions should consider whether aggregate cash amounts paid, or non-cash 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. In order to give the assessment proper context, the assessment should be made in light of the financial institution’s overall financial condition. Separately, in 2010, the federal regulatory agencies, including the FDIC, the Federal Reserve, and the Office of the Comptroller of the Currency, together, issued the Guidance on Sound Incentive Compensation Policies (the “Joint Guidance”). 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. Some form of proposed rules have now been issued three times: first during 2011, then again during 2016, and most recently in 2024; however, none of these proposed rules has yet been finalized. If any such proposed rules under the Dodd-Frank Act are finalized, they may impose additional compensation-related risk assessment guidelines and procedures on financial institutions. Landmark Bancorp is also subject to the SEC’s rules regarding risk assessment, which apply to all publicly traded companies. The SEC also maintains compensation risk assessment rules, applicable generally to publicly traded companies, which require the issuer 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 the issuer. The Compensation Committee completes a risk assessment of the Landmark Bancorp’s compensation programs and components on an annual basis. The 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 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.

  24. 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, 2024 and 2023.

  25. 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(4) | 2024 | 360,463 | 110,000 | 216,399 | 156,000 | — | 20,220 | 863,082 | | President and Chief Executive Officer | | | | | | | | | | Michael E. Scheopner | 2024 | 295,000 | — | 71,084(5) | 56,454(5) | — | 67,658 | 490,196 | | Former President and Chief Executive Officer | 2023 | 450,000 | 60,750 | — | 75,032 | 40,500 | 64,123 | 690,405 | | Mark A. Herpich | 2024 | 289,054 | — | 59,007 | — | 68,588 | 30,154 | 446,803 | | Executive Vice President and Chief Financial Officer | 2023 | 280,000 | 45,630 | — | 40,018 | 30,420 | 26,397 | 422,465 |

  26. 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, 2024 and 2023 computed in accordance with FASB ASC Topic 718, and with respect to Mr. Scheopner, include modification charges as further explained in footnote 5 below. For a discussion of the assumptions used to establish the valuation of the restricted stock and stock option 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, 2024, as filed with the SEC. Each stock award and option award has been adjusted for subsequent stock dividends. In 2024, Mr. Scheopner was granted 523 shares of restricted stock in connection with his service on the Company’s Board. | | (2) Represents annual non-equity incentive plan awards paid as a result of the attainment of specific earnings per share growth, specific asset quality goals and return on average assets goals relating to the prior fiscal year. The objective performance goals are set at the beginning of each year by the Compensation Committee. | | (3) For 2024, amounts include Company contributions to Landmark Bancorp’s 401(k) Profit Sharing Plan of $8,308, $20,700 and $20,700 for Ms. Wendel and Mr. Scheopner and Mr. Herpich, respectively, and Board fees of $30,000 for Mr. Scheopner. The remainder of the amounts reported in all other compensation for 2024 includes: (i) a car allowance of $4,058, $6,640 and $2,335 for Ms. Wendel, Mr. Scheopner and Mr. Herpich, respectively, (ii) country club dues of $7,342, $10,318 and $7,119 for Ms. Wendel, Mr. Scheopner and Mr. Herpich, respectively, and (iii) Company reimbursed medical insurance premiums of $512 for Ms. Wendel. | | (4) Ms. Wendel became the President and Chief Executive Officer of the Company on March 29, 2024 (the “Transition Date”). As of the Transition Date, Mr. Scheopner resigned as President and Chief Executive Officer of the Company and the Bank. Ms. Wendel was not an NEO during the year ended December 31, 2023. | | (5) As further discussed under the section titled “Employment Agreements” below, pursuant to the terms of the Addendum, as of the Transition Date, all of Mr. Scheopner’s then-held unvested equity awards became fully vested. The entry into the Addendum resulted in an equity award modification. The incremental fair values of the modified awards computed as of the modification date are included in the “Stock Awards” and “Option Awards” columns, even though the grant date fair values for such equity awards are or have been reported in Summary Compensation Table for 2024 and for prior fiscal years. Accordingly, the Summary Compensation Table shows an increase in the total compensation for 2024 for Mr. Scheopner. This increase in compensation relates to the modification of Mr. Scheopner’s equity awards, and not an increase in the realizable value of the awards. The incremental fair values of the modified awards included in the “Stock Awards” and “Option Awards” columns are $61,079 and $56,454, respectively. |

  27. 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, 2024. The number of equity awards and exercise prices of options presented in the table below have been adjusted to reflect subsequent stock dividends.

  28. 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 | — | 42,000 | 18.50 | 2/29/2034 | — | — | | | — | — | — | — | 5,250(4) | 126,053 | | | — | — | — | — | 6,284(5) | 150,879 | | Michael E. Scheopner(6) | 9,396 | — | 19.80 | 8/1/2027 | — | — | | | 15,835 | — | 17.50 | 8/1/2029 | — | — | | | 10,753 | — | 22.83 | 8/1/2031 | — | — | | | 18,631 | — | 19.20 | 8/1/2033 | — | — | | | — | — | — | — | 523 | 12,557 | | Mark A. Herpich | 5,167 | — | 19.80 | 8/1/2027 | — | — | | | 8,710 | — | 17.50 | 8/1/2029 | — | — | | | 4,436 | 1,478 | 22.83 | 8/1/2031 | — | — | | | 2,484 | 7,453 | 19.20 | 8/1/2033 | — | — | | | — | — | — | — | 907(7) | 21,777 | | | — | — | — | — | 3,090(5) | 74,191 |

  29. Outstanding Equity Awards at Fiscal Year-End

    | (1) Ms. Wendel’s options granted on February 29, 2024 vest on the fourth anniversary of the commencement of her employment. Mr. Herpich’s outstanding options to purchase 1,478 and 7,453 shares of common stock (as adjusted for subsequent stock dividends), which were granted on August 1, 2021, and August 1, 2023, respectively, each 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 $24.01 on December 31, 2024, 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) As further discussed under the section titled “Employment Agreements” above, pursuant to the terms of the Addendum, as of the Transition Date, all of Mr. Scheopner’s then-held unvested equity awards became fully vested. | | (7) Shares of restricted stock were granted on August 1, 2022 and vest 25% each year over a four-year period beginning August 1, 2023 |

  30. Outstanding Equity Awards at Fiscal Year-End

    All outstanding equity awards made to Ms. Wendel and Messrs. Scheopner and 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 Messrs. Scheopner and Herpich after May 22, 2024, were made pursuant to the Landmark Bancorp, Inc. 2015 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.