Landmark Bancorp, Inc. filed a Form 8-K on October 26, 2026, reporting that its Board of Directors approved a new Management Incentive Program on October 21, 2026, covering annual cash and long-term equity incentives for executive officers and key management.

Key Highlights

  • Program approved October 21, 2026: The Board approved the Landmark Bancorp, Inc. Management Incentive Program upon recommendation of the Compensation Committee.
  • Two components: The Program consists of an annual cash incentive program (AIP) and a long-term equity incentive program (LTIP).
  • AIP payout range: Performance at threshold, target, and stretch levels earns 50%, 100%, and 150%, respectively, of the weighted portion of each participant's target AIP opportunity, with no payout below threshold.
  • LTIP structure: Equity awards under the 2024 Stock Incentive Plan consist generally of 50% time-based restricted stock and 50% performance-contingent grants of time-based restricted stock, vesting in equal annual installments over three years.
  • Wendel's 2026 targets: President and CEO Abigail M. Wendel has a target AIP opportunity of 35% of base salary and an LTIP opportunity of 25% of base salary.
  • Herpich's 2026 targets: CFO Mark A. Herpich has a target AIP opportunity of 25% of base salary and an LTIP opportunity of 20% of base salary.

Landmark Bancorp's New Incentive Program: AIP and LTIP Terms for 2026

According to the filing, the Board of Landmark Bancorp, Inc. (NASDAQ:LARK) approved the Management Incentive Program on October 21, 2026. The Program covers executive officers and other key management of the company and its wholly-owned subsidiary, Landmark National Bank. Named participants include Abigail M. Wendel, President and Chief Executive Officer, and Mark A. Herpich, Chief Financial Officer, identified in the filing as the company's principal executive officer and principal financial officer, respectively.

The filing discloses that the AIP component provides annual cash awards based on performance against measures, weightings, and threshold, target, and stretch goals set by the Compensation Committee. Performance at the threshold, target, and stretch levels earns 50%, 100%, and 150%, respectively, of the weighted portion of each participant's target AIP opportunity, with straight-line interpolation between levels and a maximum payout capped at 150% of target. The Committee retains authority to adjust results for "extraordinary, unusual, non-recurring or unforeseen events," according to the filing. Earned AIP awards are paid in cash following Committee certification, and no later than the year following the performance period, subject to continued employment through the payment date, with exceptions for death, disability, or qualifying retirement.

Under the LTIP, the filing states that equity awards are generally granted following the Committee's certification of AIP results, with the number of performance stock awards ranging from 0% to 150% of target based on the participant's AIP achievement. Once granted, awards generally vest in equal annual installments over three years, subject to continued service and the terms of the 2024 Stock Incentive Plan and applicable award agreements. The Board may amend, suspend, or terminate the Program at any time, according to the filing.

What Was Disclosed

Landmark Bancorp filed an 8-K disclosing Board approval of a new Management Incentive Program combining an annual cash incentive and a long-term equity incentive, with specific 2026 target opportunities stated for CEO Abigail M. Wendel and CFO Mark A. Herpich.