UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
14A
(RULE 14a-101)
Information
required in proxy statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
Filed by the Registrant: [X]
Filed by a party other than the
Registrant: [ ]
Check the appropriate box:
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Preliminary Proxy Statement
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[ ]
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Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
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[X]
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Definitive Proxy Statement
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[ ]
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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LANDMARK
BANCORP, INC.
(Name of Registrant as Specified in its
Charter)
(Name of Person(s) Filing Proxy Statement,
if Other Than the Registrant)
Payment of Filing Fee (Check
the appropriate box):
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[ ]
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
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(1)
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Title of each class of securities to which transaction
applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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[ ]
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Fee paid previously with preliminary materials.
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[ ]
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify
the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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LANDMARK
BANCORP, INC.
701
Poyntz Avenue
Manhattan,
Kansas 66502
(785)
565-2000
April
15, 2021
Dear
Stockholder:
On
behalf of the board of directors and management of Landmark Bancorp, Inc., we cordially invite you to attend our annual meeting
of stockholders, to be held at 2:00 p.m. on Wednesday, May 19, 2021. Due to the public health impact of the coronavirus pandemic
(COVID-19) and to support the health and well-being of our employees and stockholders, this year’s annual meeting will be
a completely virtual meeting, which will be conducted solely online via live webcast. You will be able to attend and participate
in the annual meeting online, vote your shares electronically, and submit your questions prior to and during the meeting by visiting
www.meetingcenter.io/268947190 on the meeting date at the time described in the proxy statement. The password for the meeting
is LARK2021. To participate in the meeting, you will need the control number included on your proxy card. If you do not have a
control number, you may view the annual meeting as a “Guest” but will not have the option to vote your shares or ask
questions at the annual meeting, and you will not be deemed to be “present” at the annual meeting for purposes of
determining a quorum. There is no physical location for the annual meeting. The accompanying notice of annual meeting of stockholders
and proxy statement discuss the business to be conducted at the meeting. At the meeting, we will also report on our operations
and the outlook for the year ahead.
We
have nominated three persons to serve as Class II directors, each of whom is an incumbent director. Additionally, our Audit Committee
has selected, and we recommend that you ratify, the appointment of Crowe LLP to continue as our independent registered public
accounting firm for the year ending December 31, 2021.
We
encourage you to attend the meeting. Whether or not you plan to attend, however, please complete, sign and date the enclosed
proxy card and return it in the accompanying postage-paid return envelope, or vote by telephone or internet as described on the
proxy card, as promptly as possible. This will ensure that your shares are represented at the meeting.
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Very
truly yours,
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LANDMARK
BANCORP, INC.
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/s/
Michael E. Scheopner
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Michael
E. Scheopner
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President
and Chief Executive Officer
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LANDMARK
BANCORP, INC.
701
Poyntz Avenue
Manhattan,
Kansas 66502
(785)
565-2000
NOTICE
OF
ANNUAL
MEETING OF STOCKHOLDERS
TO
BE HELD MAY 19, 2021
To
the stockholders of
LANDMARK
BANCORP, INC.
The
annual meeting of the stockholders of Landmark Bancorp, Inc., a Delaware corporation, will be held on Wednesday, May 19, 2021,
at 2:00 p.m., local time, by virtual meeting by visiting www.meetingcenter.io/268947190, using the password LARK2021, for the
following purposes:
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1.
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to
elect three Class II directors for a three-year term ending at the 2024 annual meeting of stockholders and until their successors
are elected and qualified;
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2.
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to
ratify the appointment of Crowe LLP as our independent registered public accounting firm for the year ending December 31,
2021; and
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3.
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to
transact such other business as may properly be brought before the meeting and any adjournments or postponements of the meeting.
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We
are not aware of any other business to come before the annual meeting. Any action may be taken on any one of the foregoing proposals
at the annual meeting on the date specified above, or on any date or dates to which the annual meeting may be adjourned or postponed.
The board of directors has fixed the close of business on March 31, 2021, as the record date for the determination of stockholders
entitled to notice of, and to vote at, the meeting. In the event there are an insufficient number of votes for a quorum or to
approve or ratify any of the foregoing proposals at the time of the meeting, the meeting may be adjourned or postponed to permit
our further solicitation of proxies.
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By
order of the Board of Directors
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/s/
Michael E. Scheopner
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Michael
E. Scheopner
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President
and Chief Executive Officer
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Manhattan,
Kansas
April
15, 2021
WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE TAKE THE TIME TO VOTE BY COMPLETING AND MAILING THE ENCLOSED PROXY CARD IN
THE ENCLOSED SELF-ADDRESSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES, or votING by telephone or internet as described on the proxy card. WE HOPE THAT YOU WILL BE ABLE TO ATTEND THE
MEETING, AND, IF YOU DO, YOU MAY VOTE YOUR STOCK AT THE MEETING IF YOU WISH. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO ITS
EXERCISE.
TABLE
OF CONTENTS
LANDMARK
BANCORP, INC.
PROXY
STATEMENT
ANNUAL
MEETING OF STOCKHOLDERS
MAY
19, 2021
GENERAL
INFORMATION
This
proxy statement is furnished in connection with the solicitation by the board of directors of Landmark Bancorp, Inc. (all references
to “Landmark Bancorp,” the “Company,” “we” or “our” refer to Landmark Bancorp,
Inc., unless the context requires otherwise) of proxies to be voted at the annual meeting of stockholders to be held on Wednesday,
May 19, 2021, at 2:00 p.m., local time, by virtual meeting by visiting www.meetingcenter.io/268947190 using the password LARK2021,
and at any adjournments or postponements of the meeting. Our 2020 annual report, which includes consolidated financial statements
of Landmark Bancorp and Landmark National Bank, is also enclosed. This proxy statement is first being mailed to Landmark Bancorp’s
stockholders on or about April 15, 2021.
The
following is information regarding the meeting and the voting process, presented in a question and answer format.
Why
am I receiving this proxy statement and proxy card?
You
are receiving a proxy statement and proxy card from us because on March 31, 2021, the record date for the annual meeting, you
owned shares of Landmark Bancorp’s common stock. This proxy statement lists the matters that will be presented for consideration
by the stockholders at the annual meeting. It also gives you information concerning the matters to be voted on at the meeting
to assist you in making an informed decision.
When
you sign the enclosed proxy card or vote by telephone or internet as described on the proxy card, you appoint the proxy holders
as your representatives at the meeting. The proxy holders will vote your shares as you have instructed, thereby ensuring that
your shares will be voted whether or not you attend the meeting. Even if you plan to attend the meeting, you should instruct the
proxy holders how to vote your shares in advance of the meeting in case your plans change.
If
you have instructed the proxy holders how to vote your shares and an issue comes up for a vote at the meeting that is not identified
on the card, the proxy holders will vote your shares, pursuant to your proxy, in accordance with their judgment.
Why
are you holding a virtual meeting instead of a physical meeting?
Due
to the public health impact of the coronavirus pandemic (COVID-19) and to support the health and well-being of our employees and
stockholders, our board of directors determined that it would be in the best interests of our stockholders for the Company to
hold the annual meeting virtually rather than in person. We believe that hosting a virtual meeting will enable more of our stockholders
to attend and participate in the meeting because it will limit contact with other individuals in light of COVID-19 concerns and
it will allow our stockholders to participate from any location around the world with internet access.
How
can I attend the Annual Meeting?
The
annual meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. You are entitled
to participate in the annual meeting only if you were a stockholder of the Company as of the close of business on March 31, 2021,
or if you hold a valid proxy for the annual meeting. There is no physical location for the annual meeting. You will be able to
attend the annual meeting online, submit your questions prior to and during the meeting, and vote your shares online during the
meeting by visiting www.meetingcenter.io/268947190. You will need to review the information included on your proxy card or any
instructions that accompanied your proxy materials, including the control number included on your proxy card. The password for
the meeting is LARK2021.
If
you do not have a control number, you may view the annual meeting as a “Guest” but will not have the option to vote
your shares or ask questions at the annual meeting, and you will not be deemed to be “present” at the annual meeting
for purposes of determining a quorum.
If
you hold your shares through an intermediary, such as a bank or broker, and would like to vote your shares or ask questions at
the annual meeting, you must register in advance using the instructions below.
The
online meeting will begin promptly at 2:00 p.m., central time, on Wednesday, May 19, 2021. We encourage you to access the meeting
prior to the start time leaving ample time for the check-in and to test the computer software. Participants should ensure that
they have a strong Wi-Fi connection wherever they intend to participate in the meeting. A technical support number will be made
available on the webpage during check-in for shareholders who experience technical difficulties accessing the virtual Annual Meeting.
Please follow the registration instructions as outlined in this proxy statement.
How
do I register to attend the annual meeting virtually on the internet?
If
you are a registered stockholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register
to attend the annual meeting virtually on the internet. Please follow the instructions on the proxy card that you received.
If
you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the annual meeting
virtually on the internet. To register to attend the annual meeting online by webcast you must submit proof of your proxy power
(legal proxy) reflecting your holdings of Company stock along with your name and email address to Computershare. Requests for
registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., eastern time, on Friday, May
14, 2021.
You
will receive a confirmation of your registration by email after Computershare receives your registration materials.
Requests
for registration should be sent as follows:
By
email:
Forward
the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com.
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OR -
By
mail:
Computershare
Landmark
Bancorp, Inc. Legal Proxy
P.O.
Box 505008
Louisville,
KY 40202
How
do I ask questions at the annual meeting?
To
ask a question through the virtual annual meeting at www.meetingcenter.io/268947190, you will need to have the control number
included on your proxy card. The password for the meeting is LARK2021. After accessing the meeting, if you would like to submit
a question, click on the “messages” icon at the top of the screen prior to or during the meeting. We encourage shareholders
to submit any questions prior to the Annual Meeting to ensure your question is received.
What
matters will be voted on at the meeting?
You
are being asked to vote on: (i) the election of three Class II directors of Landmark Bancorp for a three-year term expiring at
the 2024 annual meeting of stockholders and until their successors are elected and qualified; and (ii) the ratification of the
appointment of Crowe LLP as our independent registered public accounting firm for the 2021 fiscal year. These matters are more
fully described in this proxy statement.
If
I am the record holder of my shares, how do I vote?
You
may vote either by mail, by telephone, by internet or online at the meeting. To vote by mail, complete, sign and date the enclosed
proxy card and mail it in the enclosed postage-paid, pre-addressed envelope to our transfer agent, Computershare. To vote by telephone
or by internet, please follow the instructions on the proxy card.
If
you sign, date and return your proxy card or vote by telephone or internet but do not provide voting instructions, the shares
represented by your proxy card will be voted “FOR” all nominees named in this proxy statement to be elected as directors
and “FOR” the ratification of Crowe LLP as our independent registered public accounting firm.
If
you want to vote online at the meeting, please attend the virtual meeting at www.meetingcenter.io/268947190. You will need to
have the control number included on your proxy card, and the password for the meeting is LARK2021. After accessing the meeting,
if you would like to vote, click on the “Cast your Vote” to submit your vote prior to or during the meeting before
the polls close at the meeting.. Even if you plan to attend the meeting, you should complete, sign, date and return your proxy
card, or vote by telephone or internet, in advance of the meeting in case your plans change. Please note, if your shares are held
in the name of your broker (or in what is usually referred to as “street name”), you will need to arrange to obtain
a “legal proxy” from your broker in order to vote online at the meeting as discussed above.
If
I hold shares in the name of a broker or fiduciary, who votes my shares?
If
you received this proxy statement from your broker, trustee or other fiduciary who may hold your shares, your broker, trustee
or fiduciary should have given you instructions for directing how they should vote your shares. It will then be their responsibility
to vote your shares for you in the manner you direct. As discussed above, if you want to vote online at the meeting, you will
need to arrange to obtain a “legal proxy” from your broker, trustee or fiduciary in order to vote online at the meeting.
Brokers
may generally vote on routine matters, such as the ratification of our independent registered public accounting firm, but cannot
vote on non-routine matters unless they have received voting instructions from the person for whom they are holding shares. If
your broker does not receive instructions from you on how to vote particular shares on a matter on which your broker does not
have discretionary authority to vote, your broker will return the proxy card to us, indicating that he or she does not have the
authority to vote on these matters. This is generally referred to as a “broker non-vote” and will affect the outcome
of the voting as described under “How many votes are needed for approval of each proposal?”
The
election of directors is considered a non-routine matter. We therefore encourage you to provide directions to your broker as to
how you want your shares voted on all matters to be brought before the meeting. You should do this by carefully following the
instructions your broker, trustee or fiduciary gives you concerning its procedures. This ensures that your shares will be voted
at the meeting.
What
does it mean if I receive more than one proxy card?
It
means that you have multiple holdings reflected in our stock transfer records and/or in accounts with stockbrokers. Please sign,
date and return, or vote by telephone or internet with respect to, ALL proxy cards to ensure that all your shares are voted.
What
options do I have in voting on each of the proposals?
You
may vote “FOR,” “AGAINST” or “ABSTAIN” on any proposal that may properly be brought before
the meeting.
How
many votes may I cast?
Generally,
you are entitled to cast one vote for each share of stock you owned on the record date. The proxy card included with this proxy
statement indicates the number of shares owned by an account attributable to you.
How
many votes are needed for approval of each proposal?
All
matters properly brought before the meeting must receive the affirmative vote of a majority of the shares represented and voting
at the meeting.
Please
note that the election of directors is considered to be a non-routine matter. As a result, if your shares are held by a broker
or other fiduciary, it cannot vote your shares on this matter unless it has received voting instructions from you.
Broker
non-votes will not be counted as represented and voting at the meeting and therefore will not have an effect on any matter presented
at the annual meeting, but will count for purposes of determining whether or not a quorum is present since a routine matter (the
ratification of the appointment of our independent registered public accounting firm) is on the proxy ballot. Similarly, abstentions
will be considered in determining the presence of a quorum, but will not affect the outcome of any of the proposals considered
at the meeting.
What
if I change my mind after I return my proxy?
If
you hold your shares in your own name, you may revoke your proxy and change your vote at any time before the polls close at the
meeting. You may do this by:
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signing
another proxy with a later date and returning that proxy to our transfer agent at:
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Computershare
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P.
O. Box 30170
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College
Station, TX 77842;
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sending
notice to our transfer agent, at the address above, that you are revoking your proxy;
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timely
submitting another proxy via telephone or the internet; or
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voting
online at the meeting.
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If
you hold your shares in the name of your broker and desire to revoke your proxy, you will need to contact your broker to revoke
your proxy.
How
many shares do we need to have represented at the meeting to hold the annual meeting?
A
majority of the shares that are outstanding and entitled to vote as of the record date must be present in person or by proxy at
the meeting in order to hold the meeting and conduct business. Virtual attendance at the annual meeting using the control number
included on the proxy card constitutes “in person” for purposes of determining a quorum at the annual meeting.
Shares
are counted as present at the meeting if the stockholder either:
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is
present virtually (by logging into the meeting and using the control number included on the proxy card) at the virtual meeting;
or
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has
properly submitted a signed proxy card or other proxy.
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On
March 31, 2021, the record date, there were 4,756,604 shares of common stock issued and outstanding. Therefore, at least 2,378,303
shares need to be present at the annual meeting to hold the meeting and conduct business.
What
happens if a nominee is unable to stand for election?
The
board may, by resolution, provide for a lesser number of directors or designate a substitute nominee. In the latter case, shares
represented by proxies may be voted for a substitute nominee. Proxies cannot be voted for more than three nominees. The board
has no reason to believe any nominee will be unable to stand for election.
Where
do I find the voting results of the meeting?
If
available, we will announce voting results at the meeting. The voting results will also be disclosed in a Current Report on Form
8-K that we will file with the Securities and Exchange Commission within four business days after the annual meeting.
Who
bears the cost of soliciting proxies?
We
will bear the cost of soliciting proxies. In addition to solicitations by mail, officers, directors or employees of Landmark Bancorp
or its subsidiaries may solicit proxies in person, by telephone, or by e-mail. These persons will not receive any special or additional
compensation for soliciting proxies. We may reimburse brokerage houses and other custodians, nominees and fiduciaries for their
reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders.
PROPOSAL
1 – ELECTION OF DIRECTORS
At
the annual meeting of the stockholders to be held on May 19, 2021, our stockholders will be entitled to elect three Class II directors
for a term expiring at the 2024 annual meeting of stockholders and until their successors are elected and qualified. Landmark
Bancorp’s directors are divided into three classes having staggered terms of three 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 2024 annual meeting of stockholders and 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.
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NOMINEES
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Name
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Age
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Position
with Landmark Bancorp
and
Landmark National Bank
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Director
Since(1)
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CLASS
II
(Term
Expiring 2024)
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Richard
A. Ball
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68
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Director
of Landmark Bancorp and Landmark National Bank
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1995
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Sandra
J. Moll
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57
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Director
of Landmark Bancorp and Landmark National Bank
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2018
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Wayne
R. Sloan
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67
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Director
of Landmark Bancorp and Landmark National Bank
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2013
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CONTINUING
DIRECTORS
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Name
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Age
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Position
with Landmark Bancorp
and
Landmark National Bank
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Director
Since(1)
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CLASS
I
(Term
Expires 2023)
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Brent
A. Bowman
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71
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Director
of Landmark Bancorp and Landmark National Bank
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1987
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Sarah
Hill-Nelson
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51
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Director
of Landmark Bancorp and Landmark National Bank
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2011
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David
H. Snapp
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65
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Director
of Landmark Bancorp and Landmark National Bank
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1986
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Name
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Age
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Position
with Landmark Bancorp
and
Landmark National Bank
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Director
Since(1)
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CLASS
III
(Term
Expires 2022)
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Patrick
L. Alexander
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68
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Chairman
and Director of Landmark Bancorp and Landmark National Bank
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1990
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Jim
W. Lewis
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65
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Director
of Landmark Bancorp and Landmark National Bank
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1991
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Michael
E. Scheopner
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59
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President,
Chief Executive Officer and Director of Landmark Bancorp and Landmark National Bank
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2013
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(1)
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Indicates
the year first elected or appointed to the board of directors of Landmark Bancorp, MNB Bancshares, Inc. or Landmark Bancshares,
Inc. (or their respective banking subsidiaries). MNB Bancshares, Inc. and Landmark Bancshares, Inc. are the predecessor companies
to Landmark Bancorp.
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All
of our directors will hold office until the annual meeting of stockholders held in the year indicated and until their respective
successors are duly elected and qualified, or until their earlier death, resignation, removal or disqualification. There are no
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 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.
Richard
A. Ball, a certified public accountant, is the President of Ball Consulting Group, Ltd. He has served as a Board Chairman
of the Great Bend Chamber of Commerce, Great Bend United Way, Petroleum Club and Barton County Community College Academic Fund
Campaign. He has also served on the boards of the Kiwanis Club, Cougar Booster Club, Downtown Development, Mid-Kansas Economic
Development and the Kansas Oil & Gas Museum Committee. We consider Mr. Ball to be a qualified candidate for service on the
board, the Audit Committee and the Compensation Committee due to his prominence in the Great Bend market area, as well as his
familiarity with accounting principles and his general business experience.
Brent
A. Bowman is the Vice President of BBN Architects Inc., an architectural firm. Previously, he was the President of Bowman,
Bowman and Novick, Inc. He has previously served on the board of directors of Big Lakes Developmental Center, Inc. We consider
Mr. Bowman to be a qualified candidate for service on the board and the Compensation Committee due to the skills and expertise
he has acquired in leadership roles at local businesses.
Sarah
Hill-Nelson is the President and Chief Executive Officer of The Bowersock Mills & Power Company, 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, the Audit Committee, 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.
Jim
W. Lewis is 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. He also serves of 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, the Audit Committee, and the Nominating and Governance 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 Olathe, Kansas, focused on assisting
and providing solutions for financial institutions and small and medium businesses. Ms. Moll 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, the Audit Committee,
and the Nominating and 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.
Michael
E. Scheopner has served as President of Landmark Bancorp and Landmark National Bank since May 2013 and as Chief Executive
Officer since January 2014. Previously, he had served as an Executive Vice President and Credit Risk Manager of Landmark National
Bank from October 2001 to May 2013. Mr. Scheopner 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.
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 the President of the Pawnee Mental Health Foundation Board. He also currently serves of the following Manhattan
Area Chamber of Commerce committees: Economic Development, Greater Manhattan Economic Partnership and Business Advocacy Committee.
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, the
Audit Committee and 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.
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 current 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 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.
In
addition, the business experience for each of our executive officers not otherwise discussed above is as follows:
Mark
A. Herpich, age 53, 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.
Mark
J. Oliphant, age 68, has served as Executive Vice President and Market President – Central Region since February 2013.
He has served as a Market President of Landmark National Bank since October 2001. He has also served as the Executive Vice President
– Retail Banking of Landmark National Bank from 2012 to 2015. Prior to joining Landmark National Bank, Mr. Oliphant served
as a Market President for Bank of America in Dodge City, Kansas from January 1998 to October 2001 and as Senior Vice President
– Head of Commercial Lending from July 1997 to January 1998 for Bank of America in Dodge City.
None
of the executive officers were selected as an officer pursuant to any arrangement or understanding with any other person.
CORPORATE
GOVERNANCE AND THE BOARD OF DIRECTORS
We
currently have nine directors serving as our board, a majority of whom are “independent,” as that term is defined
by The Nasdaq Stock Market LLC (“Nasdaq”). Mr. Snapp is not “independent” because Landmark Bancorp has
regularly engaged the law firm of David H. Snapp, LC, of which he is the owner, in the past. Additionally, Mr. Alexander and Mr.
Scheopner are not “independent” because of their respective positions, currently or during the past three years, as
executive officers of Landmark Bancorp and its affiliates. Each of the other directors is “independent” as that term
is defined by Nasdaq.
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 Mr. Scheopner,
other 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 six regularly scheduled and special meetings during 2020. In 2021, the full board intends to meet six times, with special
meetings held from time to time when necessary, and through committee membership, which is discussed below. During 2020, 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.
Audit
Committee
Messrs.
Ball, Lewis, and Sloan and Mmes. Hill-Nelson and Moll currently serve as members of the Audit Committee and served as members
of the Audit Committee in 2020, with Mr. Ball serving as Chairman. Each of these members is “independent,” according
to the listing standards set forth by Nasdaq and Rule 10A-3 of the Exchange Act, and the board believes that each member of the
committee possesses the necessary skills and qualifications to critically analyze our financial statements and financial reporting
process. Further, the board has determined that Mr. Ball qualifies as an “audit committee financial expert” under
the rules of the Securities and Exchange Commission. The board based this decision on Mr. Ball’s education and professional
experience as a certified public accountant and familiarity with accounting principles.
The
functions performed by the Audit Committee include, but are not limited to, the following:
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selecting
and managing the relationship with our independent registered public accounting firm;
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reviewing
the independence of the independent registered public accounting firm;
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reviewing
actions by management on recommendations of the independent registered public accounting firm and internal audit staff;
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●
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meeting
with management, internal audit staff and the independent registered public accounting firm to review the effectiveness of
our system of internal control over financial reporting and internal audit procedures;
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●
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reviewing
our earnings releases and reports filed with the Securities and Exchange Commission; and
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●
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reviewing
reports of bank regulatory agencies and monitoring management’s compliance with recommendations contained in those reports.
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To
promote independence of the audit function, the Audit Committee consults separately and jointly with the independent registered
public accounting firm, internal audit staff and management. Our internal audit staff reports directly to the committee on audit
and compliance matters. The committee also reviews and approves the scope of the annual external audit and consults with the independent
registered public accounting firm regarding the results of their auditing procedures. We have adopted a written charter, which
sets forth the Audit Committee’s duties and responsibilities. A copy of the charter is currently available on our website
at www.landmarkbancorpinc.com under “Corporate Overview — Corporate Governance.” The Audit Committee for Landmark
Bancorp met eight times in 2020.
Compensation
Committee
Messrs.
Ball, Bowman and Sloan currently serve as members of the Compensation Committee and served as members of the Compensation Committee
in 2020, with Mr. Ball serving as Chairman. Each of the members is “independent,” as such term is defined by Nasdaq
listing requirements and a “non-employee” director under Section 16 of the Exchange Act.
The
Compensation Committee has overall responsibility for evaluating the compensation plans, policies and programs relating to the
Chief Executive Officer and executive officers of Landmark Bancorp. The Chief Executive Officer conducts annual performance reviews
for the executive officers, and the Compensation Committee considers the Chief Executive Officer’s assessment of each executive
officer’s individual performance and his salary recommendations for the other executive officers when determining executive
officer compensation. The Compensation Committee evaluates the Chief Executive Officer’s performance and establishes his
compensation. The Chief Executive Officer is not present at and does not participate in Compensation Committee discussions or
decisions relating to his compensation. In determining the compensation level of the Chief Executive Officer, the Compensation
Committee considers the performance of the Company, stockholder returns, the compensation levels of the Chief Executive Officer
in previous years, the compensation levels of the chief executive officer at businesses comparable to the Company and any additional
factors that the Compensation Committee deems reasonable and appropriate. These same criteria are utilized when reviewing the
compensation packages of other executive officers of the Company. The Compensation Committee also has the authority to retain
inside advisors and the sole authority to retain and pay outside advisors at its discretion.
In
2015, Blanchard Consulting Group, an independent compensation consultant, was engaged to perform a comparative analysis of our
compensation programs for our executive management and our board of directors relative to our peer group. The Compensation Committee
utilized the results of the Blanchard Consulting Group analysis with respect to administering and overseeing our executive management
and board of directors’ compensation programs. The Compensation Committee determined that Blanchard Consulting Group had
no known conflicts of interest that would have impaired its independence in advising the committee. The Compensation Committee
did not utilize the services of a compensation consultant during 2020.
The
Compensation Committee’s responsibilities and functions are further described in its charter, which is available on our
website at www.landmarkbancorpinc.com under “Corporate Overview — Corporate Governance.” The Compensation Committee
met three times in 2020.
Nominating
and Governance Committee
Mr.
Lewis and Mmes. Hill-Nelson and Moll currently serve as members of the Nominating and Governance Committee and served as members
of the Nominating and Governance Committee in 2020, with Mr. Lewis serving as Chairman. Each of the members is “independent,”
as such term is defined by Nasdaq. The Nominating and Governance Committee is charged with overseeing our corporate governance
programs as well as nominating directors to serve on the board of directors. The Nominating and Governance Committee’s responsibilities
and functions are further described in its charter, which is available on our website at www.landmarkbancorpinc.com under “Corporate
Overview — Corporate Governance.” The Nominating and Governance Committee met one time in 2020.
Director
Nominations and Qualifications
In
carrying out its nominating function, the Nominating and Governance Committee evaluates all potential nominees for election, including
incumbent directors, board nominees and stockholder nominees, in the same manner. The committee is not currently seeking candidates
to serve on the board, and we did not receive any stockholder nominations for the 2021 annual meeting. Generally, the Nominating
and Governance Committee believes that, at a minimum, directors should possess certain qualities, including the highest personal
and professional ethics and integrity, a sufficient educational and professional background, demonstrated leadership skills, sound
judgment, a strong sense of service to the communities which we serve and an ability to meet the standards and duties set forth
in our Code of Business Conduct and Ethics. While we do not have a separate diversity policy, the committee does consider the
diversity of its directors and nominees in terms of knowledge, experience, skills, expertise, and other demographics which may
contribute to the board. The committee also evaluates potential nominees to determine whether they have any conflicts of interest
that may interfere with their ability to serve as effective board members and whether they are “independent” in accordance
with Nasdaq requirements (to ensure that at least a majority of the directors will, at all times, be independent).
The
committee identifies nominees by first evaluating the current members of the board whose terms are set to expire at the upcoming
annual stockholder meeting and who are willing to continue in service. Current members of the board with skills and experience
that are relevant to our business and who are willing to continue in service are considered for re-nomination. If any member of
the board does not wish to continue in service or if the committee or the board decides not to re-nominate a member for re-election,
the committee would identify the desired skills and experience of a new nominee in light of the criteria above. The committee
has not, in the past, retained a third party to assist it in identifying candidates, but it has the authority to retain a third-party
firm or professional for the purpose of identifying candidates. The committee evaluated the incumbent directors whose terms expire
in 2021 and determined that they should be nominated for re-election as directors.
Stockholder
Communication with the Board, Nomination and Proposal Procedures
General
Communications with the Board. Stockholders may contact our board of directors by contacting Mark A. Herpich, Corporate
Secretary, Landmark Bancorp, Inc. at 701 Poyntz Avenue, Manhattan, Kansas 66502 or (785) 565-2000. All communications will be
forwarded to the appropriate member of the board of directors unless they are primarily commercial in nature or related to an
improper or irrelevant topic.
Nominations
of Directors. In accordance with our bylaws, a stockholder may nominate a director for election at an annual meeting of
stockholders by delivering written notice of the nomination to our Corporate Secretary, at the above address, not less than 60
days nor more than 90 days prior to the first anniversary date of the previous year’s annual meeting, which means such notice
must be delivered to our Corporate Secretary no earlier than February 18, 2022, and no later than March 20, 2022 for the 2022
annual meeting of stockholders. The stockholder’s notice of intention to nominate a director must include: (a) for each
person to be nominated: (i) the name, age, business address and residential address of each nominee; (ii) the principal occupation
or employment of each nominee; (iii) the class and number of shares of stock owned by the nominee on the date of the notice; and
(iv) any information that would be required to be disclosed on Schedule 13D pursuant to Regulation 13D-G under the Exchange Act,
in connection with the acquisition of stock, and pursuant to Regulation 14A under the Exchange Act, in connection with the solicitation
of proxies with respect to nominees for election as directors, regardless of whether the person is subject to the provisions of
such regulations; and (b) as to the stockholder: (i) the name and address of record of the nominating stockholder and the names
and addresses of any other stockholders supporting each respective nominee; and (ii) the class and number of shares of stock owned
by the nominating stockholder and any other stockholders supporting the nominees on the date of the notice. We may request additional
information after receiving the notification for the purpose of determining the proposed nominee’s eligibility to serve
as a director. Persons nominated for election to the board pursuant to this paragraph will not be included in our proxy statement.
Other
Stockholder Proposals. To be considered for inclusion in our proxy statement and form of proxy for our 2022 annual meeting
of stockholders, stockholder proposals must be received by our Corporate Secretary, at the above address, no later than December
16, 2021, and must otherwise comply with the notice and other provisions of Securities and Exchange Commission rules and regulations,
including Rule 14a-8 under the Exchange Act.
For
proposals to be otherwise brought by a stockholder and voted upon at an annual meeting, the stockholder must file written notice
of the proposal to our Corporate Secretary on or before 60 days in advance of the first anniversary of the previous year’s
annual meeting, which, for the 2022 annual meeting of stockholders, means such notice must be filed with our Corporate Secretary
on or before March 20, 2022. Stockholder proposals brought pursuant to this paragraph will not be included in our proxy statement.
Board
Leadership Structure
Currently,
the positions of Chairman of the Board and Chief Executive Officer are held by separate people, with Mr. Alexander serving as
Chairman of the Board and Mr. Scheopner serving as Chief Executive Officer. We currently believe this is the most appropriate
structure for Landmark Bancorp. The Chairman of the Board provides leadership to the board and works with the board to define
its structure and activities in the fulfillment of its responsibilities. The Chairman of the Board also provides input to management
with respect to setting the board agendas, facilitates communication among directors, works with the Chief Executive Officer to
provide an appropriate information flow between management and the board and presides at meetings of the board of directors and
stockholders. With the Chairman of the Board’s assumption of these duties, the Chief Executive Officer may place a greater
focus on the strategic and operational aspects of Landmark Bancorp. We also believe that ultimately our board feels a greater
sense of involvement and brings a wider source of perspective as a result of this structure, from which Landmark Bancorp and its
stockholders benefit.
Independent
Director Sessions
Because
the Chairman of the Board is not an independent director, we have a separate lead independent director who organizes and presides
at sessions of our independent directors. Currently, Mr. Bowman serves as our lead independent director, and he is expected to
continue in this role throughout 2021. Consistent with Nasdaq listing requirements, the independent directors regularly have the
opportunity to meet without the non-independent directors present at every scheduled board meeting.
Board’s
Role in Risk Oversight
Risk
is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of
risks, including general economic risks, credit risks, regulatory risks, audit risks, reputational risks, cyber risks and others,
such as the impact of competition. Management is responsible for the day-to-day management of risks the Company faces, while the
board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role,
the board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by
management are adequate and functioning as designed.
While
the full board of directors is charged with ultimate oversight responsibility for risk management, various committees of the board
and members of management also have responsibilities with respect to our risk oversight. In particular, the Audit Committee plays
a large role in monitoring and assessing our financial, legal, and organizational risks, and receives regular reports from the
management team regarding comprehensive organizational risk as well as particular areas of concern. The board’s Compensation
Committee monitors and assesses the various risks associated with compensation policies, and oversees incentives that encourage
a level of risk taking consistent with our overall strategy. Additionally, our Senior Vice President – Chief Credit Officer,
and loan review staff are directly responsible for overseeing our credit risk.
We
believe that establishing the right “tone at the top” and providing for full and open communication between management
and our board of directors are essential for effective risk management and oversight. Our executive management meets regularly
with our other senior officers to discuss strategy and risks facing the Company. Senior officers attend many of the board meetings
or, if not in attendance, are available to address any questions or concerns raised by the board on risk-management-related and
any other matters. Additionally, each of our board-level committees provides regular reports to the full board and apprises the
board of our comprehensive risk profile and any areas of concern.
Code
of Business Conduct and Ethics
We
have a Code of Business Conduct and Ethics in place that applies to all of our directors and employees. The code sets forth the
standard of ethics that we expect all of our directors and employees to follow, including our Chief Executive Officer and Chief
Financial Officer. The code is posted on our website at www.landmarkbancorpinc.com under “Corporate Overview —
Corporate Governance.” We intend to satisfy the disclosure requirements under Item 5.05(c) of Form 8-K regarding any amendment
to or waiver of the code with respect to our Chief Executive Officer and Chief Financial Officer, and persons performing similar
functions, by posting such information on our website.
Anti-Hedging
Policy
The
Company’s directors, officers and employees are subject to an Insider Trading Policy. The Insider Trading Policy prohibits
the Company’s directors, officers and employees from entering into any hedging transactions with respect to the Company’s
securities, including but not limited to the purchase or use of, directly or indirectly through any other person or entity, any
stock option, prepaid variable forward contracts, equity swaps, collars, exchange funds or any other investment designed to offset
any decrease in the market value of the Company’s securities. To our knowledge, each director, officer, and employee of
the Company is in compliance with this policy.
Director
Compensation
In
2020, the directors of Landmark Bancorp (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 2020.
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, 2020, the account balances were $488,856
and $29,074 for Messrs. Ball and Snapp, respectively. The deferred compensation accounts will be distributed to each director
in 120 monthly installments upon the retirement of the director from the board following his 65th birthday or to his beneficiary
in the event of his death prior to normal retirement age. Because he has attained age 65, Mr. Ball will qualify for such a distribution
upon his retirement. Should Mr. Snapp cease to be a member of the board of directors for any reason other than retirement or death,
he would receive the balance of his deferred compensation account in a lump sum distribution at the time of termination.
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Name
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Fees Earned or Paid in Cash ($)
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|
|
Stock Awards ($) (1)
|
|
|
All Other Compensation
($)
|
|
|
Total ($)
|
|
|
(a)
|
|
(b)
|
|
|
(c)
|
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(g)
|
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|
(h)
|
|
|
Patrick L. Alexander
|
|
|
60,000
|
|
|
|
9,991
|
|
|
|
-0-
|
|
|
|
69,991
|
|
|
Richard A. Ball
|
|
|
30,000
|
|
|
|
9,991
|
|
|
|
-0-
|
|
|
|
39,991
|
|
|
Brent A. Bowman
|
|
|
30,000
|
|
|
|
9,991
|
|
|
|
-0-
|
|
|
|
39,991
|
|
|
Sandra J. Moll
|
|
|
30,000
|
|
|
|
9,991
|
|
|
|
-0-
|
|
|
|
39,991
|
|
|
Sarah Hill-Nelson
|
|
|
30,000
|
|
|
|
9,991
|
|
|
|
-0-
|
|
|
|
39,991
|
|
|
Jim W. Lewis
|
|
|
30,000
|
|
|
|
9,991
|
|
|
|
-0-
|
|
|
|
39,991
|
|
|
Wayne R. Sloan
|
|
|
30,000
|
|
|
|
9,991
|
|
|
|
-0-
|
|
|
|
39,991
|
|
|
David H. Snapp
|
|
|
30,000
|
|
|
|
9,991
|
|
|
|
-0-
|
|
|
|
39,991
|
|
|
(1)
|
Amounts
reflect the aggregate grant date fair value of restricted stock awards granted in 2020 computed in accordance with FASB ASC
Topic 718. In 2020, each non-employee director was granted 509 shares of restricted stock (as adjusted for subsequent stock
dividends), which shares vest 100% in 2021. For a discussion of the assumptions used to establish the valuation of the restricted
stock awards, reference is made to Note 18 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, 2020, which was filed with the Securities and
Exchange Commission on March 22, 2021. As of December 31, 2020, in addition to the restricted stock awards granted in 2020,
Messrs. Bowman and Lewis each held 2,243 options, all of which were exercisable and have now been exercised.
|
EXECUTIVE
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, 2022. 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 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 Committee has revisited the frameworks set forth in the Safety
and Soundness standards and the Joint Guidance, as both are effective parts of the 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; Section 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.
Stockholders’
Say-on-Pay Vote
At
Landmark Bancorp’s 2019 annual meeting of stockholders, the stockholders overwhelmingly approved the non-binding advisory
proposal on the 2018 compensation of our named executive officers required pursuant to Section 14A
of the Exchange Act with more than 86% of the votes cast in favor of the proposal. We received no specific feedback from
our stockholders concerning our executive compensation program during the past year. The Compensation Committee considered this
approval a reflection of the stockholders’ favorable view of our compensation program. The Compensation Committee did not
specifically rely on the results of the vote in making any compensation-related decisions during 2019. Based on the preference
expressed by stockholders at the 2019 annual meeting in their vote regarding the frequency of future say-on-pay votes required
by Section 14A of the Exchange Act, and consistent with the board’s previous recommendation, the board determined to conduct
an advisory vote on executive compensation every three years. Accordingly, the next non-binding, advisory vote on executive compensation
is being held at the 2022 annual meeting of stockholders.
Summary
of Compensation Paid to Named Executive Officers
The
table below sets forth the following information for our Chief Executive Officer and our two other most highly paid executive
officers: (i) the dollar value of base salary and bonus earned during the years ended December 31, 2020 and 2019; (ii) the aggregate
grant date fair value of stock awards granted during these years, computed in accordance with FASB ASC Topic 718; (iii) the dollar
value of earnings for services pursuant to awards granted during these years under non-equity incentive plans; (iv) all other
compensation for these years; and (v) the dollar value of total compensation for these years.
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)
|
|
|
Michael E. Scheopner
|
|
|
2020
|
|
|
|
385,000
|
|
|
|
59,295
|
|
|
|
49,996
|
|
|
|
-0-
|
|
|
|
48,515
|
|
|
|
64,638
|
|
|
|
607,444
|
|
|
President and Chief Executive Officer
|
|
|
2019
|
|
|
|
360,000
|
|
|
|
22,874
|
|
|
|
-0-
|
|
|
|
49,986
|
|
|
|
34,418
|
|
|
|
60,238
|
|
|
|
527,516
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark A. Herpich
|
|
|
2020
|
|
|
|
244,000
|
|
|
|
48,631
|
|
|
|
27,501
|
|
|
|
-0-
|
|
|
|
39,789
|
|
|
|
26,482
|
|
|
|
386,403
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
2019
|
|
|
|
233,000
|
|
|
|
18,761
|
|
|
|
-0-
|
|
|
|
27,494
|
|
|
|
28,230
|
|
|
|
26,375
|
|
|
|
333,860
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark J. Oliphant
|
|
|
2020
|
|
|
|
191,500
|
|
|
|
12,942
|
|
|
|
12,504
|
|
|
|
-0-
|
|
|
|
19,413
|
|
|
|
16,687
|
|
|
|
253,046
|
|
|
Executive Vice President and Market President – Central Region
|
|
|
2019
|
|
|
|
186,000
|
|
|
|
9,154
|
|
|
|
-0-
|
|
|
|
12,491
|
|
|
|
13,774
|
|
|
|
17,284
|
|
|
|
238,703
|
|
|
(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 named executive officers in each of the years ended December
31, 2020 and 2019 computed in accordance with FASB ASC Topic 718. In 2020, Messrs. Scheopner, Herpich and Oliphant were granted
2,548, 1,401 and 637 shares of restricted stock (each as adjusted for subsequent stock dividends), respectively, which shares
vest 25% each year over four years. In 2019, Messrs. Scheopner, Herpich and Oliphant were granted options to purchase 13,028,
7,166 and 3,257 shares of common stock (each as adjusted for subsequent stock dividends), respectively, with an exercise price
of $21.26 per share (as adjusted for subsequent stock dividends), which options vest 25% each year over four years. For a
discussion of the assumptions used to establish the valuation of the restricted stock and stock option awards, reference is
made to Note 18 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, 2020, which was filed with the Securities and Exchange Commission on March
22, 2021.
|
|
|
|
|
(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
2020, amounts include Company contributions to Landmark Bancorp’s 401(k) Profit Sharing Plan of $17,100, $17,100 and
$12,872, for Messrs. Scheopner, Herpich and Oliphant, respectively, and board fees of $30,000 for Mr. Scheopner. For 2019,
amounts include Company contributions to Landmark Bancorp’s 401(k) Profit Sharing Plan of $16,800, $16,800 and $13,542,
for Messrs. Scheopner, Herpich and Oliphant, respectively, and board fees of $30,000 for Mr. Scheopner. The remainder of the
amounts reported in all other compensation, except as noted in this Footnote (3), includes perquisites in the form of country
club dues and a car allowance.
|
Employment
Agreements
In
December 2013, we entered into employment agreements with each of Messrs. Scheopner, Herpich and Oliphant, effective January 1,
2014, November 1, 2013 and November 1, 2013, respectively.
Mr.
Scheopner’s agreement provides for an initial two-year term that renews for an additional one-year term on each anniversary
of its original effective date (so that, as of each anniversary date of the effective date, the agreement will always have a two-year
term), unless either party gives notice of its intention to terminate the agreement not less than 90 days prior to the anniversary
date. Pursuant to his employment agreement, Mr. Scheopner is currently entitled to receive a base salary of $385,000, subject
to increase in accordance with our management compensation policies and plans. Mr. Scheopner is also entitled to receive a performance
bonus based on performance criteria selected by the Compensation Committee, a country club membership, a car allowance and such
other benefits as are provided to our other executive officers. For 2019 and 2020, the performance bonus criteria selected by
the Compensation Committee are set forth in footnote 2 of the Summary Compensation Table above.
Mr.
Herpich’s and Mr. Oliphant’s employment agreements each provide for an initial one-year term that automatically renews
on each anniversary of its original effective date unless either party gives notice of its intention to terminate the agreement
not less than 90 days prior to the anniversary date. Pursuant to their respective employment agreements, Mr. Herpich is currently
entitled to receive a base salary of $244,000, and Mr. Oliphant is currently entitled to a base salary of $191,500, each subject
to increase in accordance with our management compensation policies and plans. They are also entitled to receive a performance
bonus based on performance criteria selected by the Compensation Committee, a country club membership, a car allowance and such
other benefits as are provided to our other executive officers. For 2019 and 2020, the performance bonus criteria selected by
the Compensation Committee are set forth in footnote 2 of the Summary Compensation Table above.
The
employment agreement for each of Messrs. Scheopner, Herpich and Oliphant provides for severance benefits in the event of termination
by the Company other than for cause or by the officer for good reason, and enhanced severance benefits in the event of either
type of termination within six months prior to or 24 months following a change in control of the Company or in the event of a
voluntary termination by the officer within 29 days following a change in control. All severance benefits under the agreements
are contingent upon the officer’s execution and non-revocation of a general release and waiver of claims against the Company
and its affiliates. Each agreement includes a “clawback” provision should any severance benefits require recapture
under any applicable law. Each agreement also provides that, if necessary, severance benefits will be reduced to an amount that
is one dollar less than the maximum amount payable without loss of a deduction under Section 280G of the Code.
Each
executive is also subject to an 18-month non-compete and non-solicit restrictive covenant following termination of employment.
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 at December 31, 2020, 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.
|
|
|
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
|
|
|
5,798
|
|
|
|
1,932
|
|
|
|
24.07
|
|
|
|
8/1/2027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,257
|
|
|
|
9,771
|
|
|
|
21.26
|
|
|
|
8/1/2029
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
996 (4)
|
|
|
|
22,759
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,548 (5)
|
|
|
|
58,222
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark A. Herpich
|
|
|
3,188
|
|
|
|
1,063
|
|
|
|
24.07
|
|
|
|
8/1/2027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,792
|
|
|
|
5,374
|
|
|
|
21.26
|
|
|
|
8/1/2029
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
548 (4)
|
|
|
|
12,522
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,401 (5)
|
|
|
|
32,013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark J. Oliphant
|
|
|
3,512
|
|
|
|
-0-
|
|
|
|
9.97
|
|
|
|
4/20/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,451
|
|
|
|
483
|
|
|
|
24.07
|
|
|
|
8/1/2027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
814
|
|
|
|
2,443
|
|
|
|
21.26
|
|
|
|
8/1/2029
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
250 (4)
|
|
|
|
5,713
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
637 (5)
|
|
|
|
14,555
|
|
|
(1)
|
Messrs.
Scheopner, Herpich, and Oliphant’s outstanding stock options granted on August 1, 2017 vest 25% each year over a four-year
period beginning August 1, 2018, and their outstanding stock options granted on August 1, 2019 vest 25% each year over a four-year
period beginning August 1, 2020.
|
|
|
|
|
(2)
|
All
options expire 10 years after the grant date.
|
|
|
|
|
(3)
|
Based
on Landmark Bancorp’s closing price of $22.85 on December 31, 2020, the last trading day of the year.
|
|
|
|
|
(4)
|
Messrs.
Scheopner, Herpich, and Oliphant’s shares of restricted stock were granted on August 1, 2018 and vest 25% each year
over a four-year period beginning August 1, 2019.
|
|
|
|
|
(5)
|
Messrs.
Scheopner, Herpich, and Oliphant’s shares of restricted stock were granted on August 1, 2020 and vest 25% each year
over a four-year period beginning August 1, 2021.
|
All
outstanding equity awards made to Messrs. Scheopner, Herpich and Oliphant were made pursuant to the Landmark Bancorp, Inc. 2001
Stock Incentive Plan (the “2001 Stock Incentive Plan”) or 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.
Equity
Compensation Plans
2001
Stock Incentive Plan
The
Company maintains the 2001 Stock Incentive Plan. Our 2001 Stock Incentive Plan, which has now expired, allowed for the granting
of awards including stock options, restricted stock, restricted stock units, stock appreciation rights, stock awards and cash
incentive awards. Though no new awards can be granted under the 2001 Stock Incentive Plan, there remain currently outstanding
awards under the plan.
2015
Stock Incentive Plan
On
May 20, 2015, the Company stockholders approved the 2015 Stock Incentive Plan. The 2015 Stock Incentive Plan allows for the granting
of awards including stock options, restricted stock, restricted stock units, stock appreciation rights, stock awards and cash
incentive awards. Under the 2015 Stock Incentive Plan, 250,000 shares of Company common stock were originally reserved for the
granting of awards, and this amount is adjusted for the Company’s annual 5% stock dividends. As of December 31, 2019, 181,292
shares (as adjusted for stock dividends) remain available for issuance under the 2015 Stock Incentive Plan.
401(k)
Profit Sharing Plan
All
eligible employees, including our named executive officers, may participate in the Landmark Bancorp, Inc. 401(k) Profit Sharing
Plan and are permitted to make elective contributions up to the maximum limits of the Code. We make a matching contribution to
the plan equal to 100% of each participant’s first 6% of compensation deferred. During the first quarter of each year, we
typically make a profit sharing contribution to the plan. Our named executive officers were eligible for participation in accordance
with the plan’s provisions.
Benefits
upon Termination or a Change of Control
Employment
Agreements
If
Mr. Scheopner is terminated without cause or is constructively discharged during the term of his agreement, he will be entitled
to receive a lump sum payment in an amount equal to two times the sum of (a) his then-current annual salary, (b) an amount equal
to the average of the annual performance bonuses paid to him for the three most recently ended fiscal years, and (c) the contributions
made for his benefit under all employee retirement plans during the most recently ended fiscal year. The lump sum payment to be
made to Mr. Scheopner upon his voluntary termination of employment within 29 days after a change in control of Landmark Bancorp
or his involuntary termination without cause or constructive discharge within six months prior to or 24 months following a change
in control would be equal to three times the sum of (a) his then-current annual salary, (b) an amount equal to the average of
the annual performance bonuses paid to him for the three most recently ended fiscal years, and (c) the contributions made for
his benefit under all employee retirement plans during the most recently ended fiscal year. Following a termination without cause
or a constructive discharge during the term of the agreement (whether or not in connection with a change in control), Landmark
Bancorp will also provide Mr. Scheopner and his immediate family with continued insurance coverage for one year after termination
of employment at the Company’s expense.
If
Mr. Herpich is terminated without cause or is constructively discharged during the term of his agreement, he will be entitled
to receive a lump sum payment in an amount equal to the sum of (a) his then-current annual salary, (b) an amount equal to the
average of the annual performance bonuses paid to him for the three most recently ended fiscal years, and (c) the contributions
made for his benefit under all employee retirement plans during the most recently ended fiscal year. The lump sum payment to be
made to Mr. Herpich upon his voluntary termination of employment within 29 days after a change in control of Landmark Bancorp
or his involuntary termination without cause or constructive discharge within six months prior to or 24 months following a change
in control would be equal to two times the sum of (a) his then-current annual salary, (b) an amount equal to the average of the
annual performance bonuses paid to him for the three most recently ended fiscal years, and (c) the contributions made for his
benefit under all employee retirement plans during the most recently ended fiscal year. Following a termination without cause
or a constructive discharge during the term of the agreement (whether or not in connection with a change in control), Landmark
Bancorp will also provide Mr. Herpich and his immediate family with continued insurance coverage for one year after termination
of employment at the Company’s expense.
If
Mr. Oliphant is terminated without cause or is constructively discharged during the term of his agreement, he will be entitled
to receive a lump sum payment in an amount equal to the sum of (a) his then-current annual salary, (b) an amount equal to the
average of the annual performance bonuses paid to him for the three most recently ended fiscal years, and (c) the contributions
made for his benefit under all employee retirement plans during the most recently ended fiscal year. The lump sum payment to be
made to Mr. Oliphant upon his voluntary termination of employment within 29 days after a change in control of Landmark Bancorp
or his involuntary termination without cause or constructive discharge within six months prior to or 24 months following a change
in control would be equal to two times the sum of (a) his then-current annual salary, (b) an amount equal to the average of the
annual performance bonuses paid to him for the three most recently ended fiscal years, and (c) the contributions made for his
benefit under all employee retirement plans during the most recently ended fiscal year. Following a termination without cause
or a constructive discharge during the term of the agreement (whether or not in connection with a change in control), Landmark
Bancorp will also provide Mr. Oliphant and his immediate family with continued insurance coverage for one year after termination
of employment at the Company’s expense.
The
employment agreements for each of Messrs. Scheopner, Herpich and Oliphant provide for a benefit cutback in the event any amounts
are non-deductible due to the golden parachute payment restrictions of Section 280G of the Internal Revenue Code.
2015
Stock Incentive Plan
Under
the 2015 Stock Incentive Plan, unless otherwise provided in an award agreement, all stock options and stock appreciation rights
shall become fully exercisable, and all stock awards and cash incentive awards shall become fully earned and vested, immediately
if (1) the plan and award agreements are not the obligation of the Company or a successor immediately following a change in control,
or (2) the plan and award agreements are the obligation of the Company or a successor immediately following a change in control
and within 24 months following the change in control the participant is terminated by the Company without cause or resigns for
good reason. Additionally, if the vesting of an outstanding award is conditioned upon the achievement of performance measures
then such vesting shall be subject to the following: (1) if the performance measures of an award are less than 50% attained at
the time of the change in control then such award shall become vested and exercisable on a fractional basis with the numerator
equal to the percentage of attainment and the denominator equal to 50% upon the change of control, and (2) if the performance
measures of an award are at least 50% attained at the time of the change in control then such award shall become fully vested
and earned upon the change of control. Pursuant to the terms of the award agreements under the 2015 Stock Incentive Plan, all
outstanding restricted stock awards shall vest immediately upon the executive’s termination of service due to death or disability.
The
following table sets forth the potential payments payable to each of the individuals named in the Summary Compensation Table upon
termination of employment, change of control, disability and death, assuming the events occurred on December 31, 2020.
|
Name
|
|
Benefit
|
|
Involuntary Termination (1)
|
|
|
Termination During a Covered Period (2)
|
|
|
Termination due to Death or Disability
|
|
|
Michael E. Scheopner
|
|
Cash Severance
|
|
$
|
980,324
|
|
|
$
|
1,470,486
|
|
|
$
|
-0-
|
|
|
|
|
Equity Awards (3)
|
|
|
-0-
|
|
|
|
96,544
|
|
|
|
96,544
|
|
|
|
|
Medical (4)
|
|
|
5,601
|
|
|
|
5,601
|
|
|
|
-0-
|
|
|
|
|
Total
|
|
$
|
985,925
|
|
|
$
|
1,572,631
|
|
|
$
|
96,544
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark A. Herpich
|
|
Cash Severance
|
|
$
|
339,326
|
|
|
$
|
678,651
|
|
|
$
|
-0-
|
|
|
|
|
Equity Awards (3)
|
|
|
-0-
|
|
|
|
53,096
|
|
|
|
53,096
|
|
|
|
|
Medical (4)
|
|
|
8,266
|
|
|
|
8,266
|
|
|
|
-0-
|
|
|
|
|
Total
|
|
$
|
347,591
|
|
|
$
|
740,013
|
|
|
$
|
53,096
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark J. Oliphant
|
|
Cash Severance
|
|
$
|
236,018
|
|
|
$
|
472,036
|
|
|
$
|
-0-
|
|
|
|
|
Equity Awards (3)
|
|
|
-0-
|
|
|
|
24,159
|
|
|
|
24,159
|
|
|
|
|
Medical (4)
|
|
|
5,601
|
|
|
|
5,601
|
|
|
|
-0-
|
|
|
|
|
Total
|
|
$
|
241,619
|
|
|
$
|
501,796
|
|
|
$
|
24,159
|
|
|
|
(1)
|
This
column includes amounts payable upon a termination without cause by the Company or a resignation for good reason by the executive.
|
|
|
(2)
|
This
column includes amounts payable upon a voluntary termination within 29 days following a change in control or an involuntary
termination or resignation for good reason within the 6 months preceding, or the 24 months following, a change in control.
Any payments that are contingent on a change in control are subject to reduction to avoid the loss of a deduction under Code
Section 280G.
|
|
|
(3)
|
Outstanding
restricted stock and stock option awards vest upon a termination due to death, disability or in connection with a change in
control. Amounts are based on Landmark Bancorp’s closing price of $22.85 on December 31, 2020, the last trading day
of the year.
|
|
|
(4)
|
Our
named executive officers are entitled to medical benefits only upon a termination without cause by Landmark Bancorp or a resignation
with good reason by the executive.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The
following table sets forth certain information regarding our common stock beneficially owned on March 31, 2021, with respect to
all persons known to us to be the beneficial owner of more than five percent of our common stock, each director and nominee, each
executive officer named in the Summary Compensation Table above and all directors and executive officers of as a group. Beneficial
ownership has been determined for this purpose in accordance with Rule 13d-3 under the Exchange Act, under which a person is deemed
to be the beneficial owner of securities if he or she has or shares voting power or investment power with respect to such securities
or has the right to acquire beneficial ownership of such securities within 60 days of March 31, 2021. For purposes of calculating
each person’s percentage ownership, common stock issuable pursuant to options exercisable within 60 days are included as
outstanding and beneficially owned for that person or group, but are not deemed outstanding for the purposes of computing the
percentage ownership of any other person.
|
Name of Individual and
Number of Persons in Group
|
|
Amount and Nature of
Beneficial Ownership(1)
|
|
|
Percent
of Class(2)
|
|
|
|
|
|
|
|
|
|
|
5% Beneficial Owners
|
|
|
|
|
|
|
|
|
|
Michael C. Brilley
3300 IDS Center
80 South Eighth Street
Minneapolis, MN 55402
|
|
|
232,433
|
(3)
|
|
|
4.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Kornitzer Capital Management, Inc.
5420 West 61st Place
Shawnee Mission, KS 66205
|
|
|
289,510
|
(4)
|
|
|
6.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Directors and Named Executive Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patrick L. Alexander
|
|
|
98,951
|
(5)
|
|
|
2.1
|
%
|
|
Richard A. Ball
|
|
|
184,082
|
(6)
|
|
|
3.9
|
%
|
|
Brent A. Bowman
|
|
|
18,129
|
(7)
|
|
|
*
|
|
|
Sarah Hill-Nelson
|
|
|
10,359
|
(8)
|
|
|
*
|
|
|
Jim W. Lewis
|
|
|
111,377
|
(9)
|
|
|
2.3
|
%
|
|
Sandra J. Moll
|
|
|
1,694
|
(10)
|
|
|
*
|
|
|
Michael E. Scheopner
|
|
|
126,485
|
(11)
|
|
|
2.7
|
%
|
|
Wayne R. Sloan
|
|
|
10,822
|
(12)
|
|
|
*
|
|
|
David H. Snapp
|
|
|
90,407
|
(13)
|
|
|
1.9
|
%
|
|
Mark A. Herpich
|
|
|
113,125
|
(14)
|
|
|
2.4
|
%
|
|
Mark J. Oliphant
|
|
|
51,790
|
(15)
|
|
|
1.1
|
%
|
|
All directors and executive officers as a group (11 persons)
|
|
|
817,221
|
(16)
|
|
|
17.1
|
%
|
*Less
than 1%
|
(1)
|
The
information contained in this column is based upon information furnished to us by the persons named in this table and the
members of the designated group. The nature of beneficial ownership for shares shown in this column is sole voting and investment
power, except as otherwise set forth. Inclusion of shares in this table shall not be deemed to be an admission of beneficial
ownership of such shares.
|
|
|
|
|
(2)
|
Based
on 4,756,604 shares outstanding as of March 31, 2021.
|
|
|
|
|
(3)
|
Based
on information contained in Schedule 13G/A filed on February 11, 2021.
|
|
|
|
|
(4)
|
Based
on information contained in Schedule 13G/A filed on January 19, 2021.
|
|
|
|
|
(5)
|
Includes:
(i) 420 shares held by Mr. Alexander’s minor grandchildren over which he has sole voting and investment power and of
which Mr. Alexander disclaims beneficial ownership; and (ii) 509 shares of restricted stock, which vest 100% in 2021.
|
|
(6)
|
Includes:
(i) 783 shares held as a trustee over which he has shared voting and investment power; (ii) 31,469 shares held in an individual
retirement account; (iii) 1,322 shares held in his spouse’s individual retirement account over which he has no voting
or investment power and of which Mr. Ball disclaims beneficial ownership; and (iv) 509 shares of restricted stock, which vest
100% in 2021.
|
|
|
|
|
(7)
|
Includes
509 shares of restricted stock, which vest 100% in 2021.
|
|
|
|
|
(8)
|
Includes:
(i) 7,711 shares held in individual retirement accounts; and (ii) 509 shares of restricted stock, which vest 100% in 2021.
|
|
|
|
|
(9)
|
Includes
509 shares of restricted stock, which vest 100% in 2021.
|
|
|
|
|
(10)
|
Includes:
(i) 116 shares held in an individual retirement account; and (ii) 509 shares of restricted stock, which vest 100% in 2021.
|
|
|
|
|
(11)
|
Consists
of (i) 9,055 shares obtainable within 60 days of March 31, 2021, through the exercise of options granted under our stock option
plan; (ii) 103,774 shares owned jointly with his spouse over which Mr. Scheopner shares voting and investment power; (iii)
10,112 shares held in an individual retirement account; and (iv) 3,544 shares of restricted stock, which vest 25% each year
over four-year periods beginning August 1, 2019 and August 1, 2021.
|
|
|
|
|
(12)
|
Includes:
(i) 10,313 shares held by Mr. Sloan and his spouse as trustees, over which Mr. Sloan has shared voting and investment power;
and (ii) 509 shares of restricted stock, which vest 100% in 2021.
|
|
|
|
|
(13)
|
Includes:
(i) 6,729 shares held in an individual retirement account; (ii) 1,569 shares held in his spouse’s individual retirement
account over which he has no voting or investment power, and of which Mr. Snapp disclaims beneficial ownership; and (iii)
509 shares of restricted stock, which vest 100% in 2021.
|
|
|
|
|
(14)
|
Consists
of: (i) 4,980 shares obtainable within 60 days of March 31, 2021, through the exercise of options granted under our stock
option plan; (ii) 102,197 shares Mr. Herpich owns with his spouse over which he has shared voting and investment power; (iii)
3,999 shares held in an individual retirement account; and (iv) 1,949 shares of restricted stock, which vest 25% each year
over four-year periods beginning August 1, 2019 and August 1, 2021. 55,153 shares are pledged as collateral in connection
with a line of credit from an unrelated financial institution.
|
|
|
|
|
(15)
|
Includes:
(i) 2,265 shares obtainable within 60 days of March 31, 2021, through the exercise of options granted under our stock option
plan; (ii) 41,977 shares Mr. Oliphant owns with his spouse over which he has shared voting power; (iii) 3,910 shares held
in an individual retirement account; (iv) 598 shares held in his spouse’s individual retirement account over which he
has no voting or investment power and of which Mr. Oliphant disclaims beneficial ownership; and (v) 887 shares of restricted
stock, which vest 25% each year over four-year periods beginning August 1, 2019 and August 1, 2021.
|
|
|
|
|
(16)
|
Includes
an aggregate of 16,300 shares obtainable within 60 days of March 31, 2021, through the exercise of options granted under the
2001 Stock Incentive Plan or the 2015 Stock Incentive Plan.
|
DELINQUENT
SECTION 16(A) REPORTS
Section
16(a) of the Exchange Act requires that our executive officers, directors and persons who own more than 10% of our common stock
file reports of ownership and changes in ownership with the Securities and Exchange Commission and with the exchange on which
our shares of common stock are traded. Based solely on our review of the copies of these forms, we are not aware that any of our
directors, executive officers or 10% stockholders failed to comply with the filing requirements of Section 16(a) during the fiscal
year ended December 31, 2020, other than Mr. Alexander, who had three late Form 4 filings each relating to one transaction, Mr.
Oliphant, who had one late Form 4 filing relating to three transactions, and each of Mr. Bowman, Mr. Herpich, Ms. Hill-Nelson,
Mr. Lewis, Ms. Moll, Mr. Scheopner, Mr. Sloan and Mr. Snapp, who each had one late Form 4 filing relating to one transaction.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Our
directors and officers and their associates were customers of and had transactions with Landmark Bancorp and Landmark National
Bank during 2019 and 2020. Additional transactions are expected to take place in the future. All outstanding loans, commitments
to loan, and certificates of deposit and depository relationships, were made in the ordinary course of business, on substantially
the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other
persons not related to Landmark Bancorp or Landmark National Bank and did not involve more than the normal risk of collectability
or present other unfavorable features. All such loans are approved by Landmark National Bank’s board of directors in accordance
with the bank regulatory requirements. The Audit Committee reviews and pre-approves any related party transactions between the
Company or any of its subsidiaries and any director or executive officer of the Company or its subsidiaries.
AUDIT
COMMITTEE REPORT
The
Audit Committee assists the board in carrying out its oversight responsibilities for our financial reporting process, audit process
and internal controls. The Audit Committee also reviews the audited financial statements and recommends to the board that they
be included in our Annual Report on Form 10-K. The committee is currently comprised of Messrs. Ball, Lewis and Sloan and Mmes.
Hill-Nelson and Moll. All of the members are deemed “independent,” as defined by Nasdaq.
The
Audit Committee has reviewed and discussed our audited financial statements for 2020 with our management and Crowe LLP, our independent
registered public accounting firm. The committee has also discussed with Crowe LLP the matters required to be discussed by the
applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange
Commission and received the written disclosures and the letter from Crowe LLP required by applicable requirements of the PCAOB
regarding Crowe LLP’s communications with the Audit Committee concerning independence, and has discussed with Crowe LLP
its independence. Based on the review and discussions with management and Crowe LLP, the committee has recommended to the board
that the audited financial statements be included in our Annual Report on Form 10-K for 2020 for filing with the Securities and
Exchange Commission.
|
Audit
Committee:
|
|
|
|
Richard
A. Ball
|
Sarah
Hill-Nelson
|
|
Jim
W. Lewis
|
Sandra
J. Moll
|
|
Wayne
R. Sloan
|
|
PROPOSAL
2 – RATIFICATION OF CROWE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
General
Crowe
LLP served as our independent registered public accounting firm for the year ended December 31, 2020. Stockholders will be asked
to ratify the appointment of Crowe LLP as our independent registered public accounting firm for 2021. If the appointment of Crowe
LLP is not ratified, the matter of the appointment of our independent registered public accounting firm will be considered by
the Audit Committee. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of
a different independent registered public accounting firm at any time if it determines that such a change would be in the best
interests of the Company and its stockholders. Representatives of Crowe LLP are expected to be present at the meeting and will
be given the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.
We recommend that you vote “FOR” the ratification of Crowe LLP to serve as our independent registered public accounting
firm.
Accountant
Fees
Audit
Fees. The aggregate amounts of audit fees billed by Crowe LLP for 2020 and 2019 were $236,500 and $336,500, respectively,
for its audit of our annual financial statements for 2020 and 2019 and its required reviews of our unaudited interim financial
statements included in our quarterly reports filed during 2020 and 2019. The 2019 audit included an audit of our internal controls
over financial reporting.
Audit-Related
Fees. The aggregate amounts of audit-related fees billed by Crowe LLP for 2020 and 2019 were $13,000 and $25,000, respectively,
for professional services relating to its audits of our compliance with certain U.S. Department of Housing and Urban Development
requirements and Landmark Risk Management, Inc.
Tax
Fees. The aggregate amounts of tax related services billed by Crowe LLP for 2020 and 2019 were $10,065 and $7,500, respectively,
for professional services rendered for tax compliance, tax advice and tax planning, such as assistance with the preparation of
our tax return and guidance with respect to estimated tax payments relating to Landmark Risk Management, Inc.
All
Other Fees. The aggregate amounts of all other fees billed by Crowe LLP for 2020 and 2019 were $0 in both years.
The
Audit Committee, after consideration of these matters, does not believe that the rendering of these services by Crowe LLP is incompatible
with maintaining its independence as our principal accountant.
Audit
Committee Pre-Approval Policy
Among
other things, the Audit Committee is responsible for appointing, setting compensation for and overseeing the work of the independent
registered public accounting firm. We have adopted a pre-approval policy under which the Audit Committee approves in advance all
audit and non-audit services to be performed by our independent registered public accounting firm. As part of its pre-approval
policy, the Audit Committee considers whether the provision of any proposed non-audit services is consistent with the Security
and Exchange Commission’s rules on auditor independence. In accordance with the pre-approval policy, the Audit Committee
has pre-approved certain specified audit and non-audit services to be provided by Crowe LLP for up to twelve months from the date
of the pre-approval. All of the services referred to above for 2020 were pre-approved by the Audit Committee.
Important
Notice Regarding the Availability of Proxy Material for the Stockholder Meeting to be Held on May 19, 2021
Full
copies of the proxy statement, the proxy card and other materials for the annual meeting are available on the internet at www.landmarkbancorpinc.com.
Stockholders will receive a full set of these materials through the mail from us or from your broker.
For
directions to attend the annual meeting, please contact Vanna McCarter at (785) 565-2000.
|
|
By
order of the Board of Directors
|
|
|
|
|
|
/s/ Michael
E. Scheopner
|
|
|
|
|
|
Michael
E. Scheopner
|
|
|
President
and Chief Executive Officer
|
Manhattan,
Kansas
April
15, 2021
ALL
STOCKHOLDERS ARE URGED TO SIGN
AND
MAIL THEIR PROXIES OR VOTE BY TELEPHONE OR INTERNET PROMPTLY
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