LANDMARK BANCORP INC (LARK): CEO Abigail M. Wendel compensation terms

Events in this filing

Item 5.02 as filed

Item
5.02.
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
Executive Officer Compensation .
On
October 21, 2026, the Board of Directors (the “Board”) of Landmark Bancorp, Inc. (the “Company”) approved the
Landmark Bancorp, Inc. Management Incentive Program (the “Program”), upon the recommendation of the Compensation Committee
of the Board (the “Committee”). Participants in the Program include executive officers and other key members of management
of the Company and its wholly-owned subsidiary, Landmark National Bank (the “Bank”), including Abigail M. Wendel, President
and Chief Executive Officer, and Mark A. Herpich, Chief Financial Officer, who are the Company’s principal executive officer and
principal financial officer, respectively. The full terms of the Plan are set forth in Exhibit 10.1 filed herewith and incorporated herein
by reference.
The
Program, which is administered by the Committee, consists of an annual cash incentive program (the “AIP”) and a long-term
equity incentive program (the “LTIP”). The Committee designates participants and, for each Program year, assigns each participant
a target AIP opportunity and an LTIP opportunity, each expressed as a percentage of base salary.
Under
the AIP portion of the Program, participants are eligible to earn an annual cash award based on performance against performance measures,
weightings and threshold, target and stretch goals established by the Committee. Performance at the threshold, target and stretch levels
earns 50%, 100% and 150%, respectively, of the weighted portion of the participant’s target AIP opportunity, with straight-line
interpolation between levels, no payout for performance below threshold, and a maximum payout of 150% of target. The Committee may adjust
results to reflect extraordinary, unusual, non-recurring or unforeseen events. Earned AIP awards are paid in cash following the Committee’s
certification of results, and in any event in the year following the performance period. Participants generally must remain employed
through the payment date, subject to prorated or full payment in the event of death, disability or qualifying retirement.
Under
the LTIP portion of the Program, participants are eligible to receive equity awards under the Landmark Bancorp, Inc. 2024 Stock Incentive
Plan, generally consisting of 50% of time-based restricted stock awards and 50% of performance-contingent grants of time-based restricted
stock awards. The awards are generally granted following the Committee’s certification of AIP results for the applicable year,
and the number of performance stock awards granted ranges from 0% to 150% of target based on the participant’s AIP achievement
for that year. Once granted, the awards generally vest in equal annual installments over three years, subject to continued service and
the terms of the 2024 Stock Incentive Plan and the applicable award agreement.
For
2026, Ms. Wendel’s target AIP opportunity is 35% of her base salary and her LTIP opportunity is 25% of her base salary, and Mr.
Herpich’s target AIP opportunity is 25% of his base salary and his LTIP opportunity is 20% of his base salary.
The
Board may amend, suspend or terminate the Program at any time.
The
foregoing description of the Program does not purport to be complete and is qualified in its entirety by reference to the full text of
the Program set forth in Exhibit 10.1 filed herewith and incorporated herein by reference.