UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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| 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.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 10.1 | Landmark Bancorp, Inc. Management Incentive Program | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LANDMARK BANCORP, INC | ||
| Dated: October 26, 2026 | By: | /s/ Mark A. Herpich |
| Mark A. Herpich | ||
| Chief Financial Officer | ||