LANDMARK BANCORP INC, DEF 14A filed on 4/20/2026
Proxy Statement (definitive)
v3.26.1
Cover
 12 Months Ended
Dec. 31, 2025
Cover [Abstract]  
Document Type DEF 14A
Entity Registrant Name LANDMARK BANCORP, INC.
Entity Central Index Key 0001141688
Amendment Flag false
v3.26.1
Pay vs Performance Disclosure - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Mar. 28, 2024
Dec. 31, 2024
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure [Table]          
Pay vs Performance [Table Text Block]    
Year 

Summary

Compensation

Table Total

for PEO –

Michael E.

Scheopner(1)

  

Summary

Compensation

Table Total

for PEO –

Abigail M.

Wendel(1)

  

Compensation

Actually Paid

(CAP) to PEO

– Michael E.

Scheopner

  

Compensation

Actually Paid

to PEO –

Abigail M.

Wendel

  

Average

Summary

Compensation

Table Totals

for non-PEO

NEOs(2)

  

Average

Compensation

Actually Paid

to Non-PEO

NEOs

  

Value of

Initial Fixed

$100

Investment

Based on:

Total

Stockholder

Return

  

Net

Income

(dollars in

thousands)

 
2025   —   $767,476    —   $926,842   $417,931   $471,504   $124   $18,775 
2024  $490,196   $863,082   $367,890   $951,260   $446,803   $502,245   $110   $13,003 
2023  $690,405    —   $673,367    —   $422,465   $413,222   $112   $12,236 
    
Named Executive Officers, Footnote [Text Block]    

 

  (1) For 2023, Landmark Bancorp’s principal executive officer (“PEO”) was Mr. Scheopner. In 2024, Landmark’s PEO was Mr. Scheopner from January 1, 2024 through March 28, 2024 and Ms. Wendel from March 29, 2024 through December 31, 2024. In 2025, Landmark Bancorp’s PEO was Ms. Wendel.
    
Adjustment To PEO Compensation, Footnote [Text Block]    

 

The following tables reconcile the Summary Compensation Table compensation to the Compensation Actually Paid disclosed in the above table.

 

                                    
PEO – Mr. Scheopner SCT Total to CAP Reconciliation
Year  SCT-PEO  

Grant Date

Fair Value

of Equity

Awards

Granted in

Fiscal Year

  

Fair Value at

Fiscal

Year-End of

Outstanding

and

Unvested

Equity

Awards

Granted in

Fiscal Year

  

Change in

Fair Value of

Outstanding

and

Unvested

Equity

Awards

Granted in

Prior Fiscal

Years

  

Change in

Fair Value as

of Vesting

Date of

Equity

Awards

Granted in

Prior

 Fiscal Years

for which

Applicable

Vesting

Conditions

were

Satisfied

during the

Fiscal Year

  

Dividends

or Other

Earnings

Paid on

Equity

Awards

during the

Fiscal Year

prior to the

 Vesting

Date

   CAP 
2025   —    —    —    —    —    —    — 
2024  $490,196   $(127,538)  $12,557    —   $(8,200)  $875   $367,890 
2023  $690,405   $(75,032)  $71,153   $(9,343)  $(6,970)  $3,154   $673,367 

 

                                    
PEO – Ms. Wendel SCT Total to CAP Reconciliation
Year  SCT-PEO  

Grant Date

Fair Value

of Equity

Awards

Granted in

Fiscal Year

  

Fair Value at

Fiscal

Year-End of

Outstanding

and

Unvested

Equity

Awards

Granted in

Fiscal Year

  

Change in

Fair Value of

Outstanding

and

Unvested

Equity

Awards

Granted in

Prior Fiscal

Years

  

Change in

Fair Value as

of Vesting

Date of

Equity

Awards

Granted in

Prior

Fiscal Years

for which

Applicable

Vesting

Conditions

were

Satisfied

during the

Fiscal Year

  

Dividends

or Other

Earnings

Paid on

Equity

Awards

during the

Fiscal Year

prior to the

Vesting

Date

   CAP 
2025  $767,476    —    —   $146,169   $4,996   $8,202   $926,842 
2024  $863,082   $(372,399)  $454,913   $—   $—   $5,664   $951,260 
2023   —    —    —    —    —    —    — 
    
Non-PEO NEO Average Total Compensation Amount [1]     $ 417,931 $ 446,803 $ 422,465
Non-PEO NEO Average Compensation Actually Paid Amount     $ 471,504 502,245 413,222
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]    

 

                                      
Non-PEO SCT Total to CAP Reconciliation
Year  SCT-NEO  

Grant Date

Fair Value

of Equity

Awards

Granted in

Fiscal Year 

  

Fair Value at

Fiscal

Year-End of

Outstanding

and

Unvested

Equity

Awards

Granted in

Fiscal Year

  

Change in Fair Value of

Outstanding and

Unvested Equity Awards

Granted in Prior

Fiscal Years

  

Change in

Fair Value

as of

Vesting

Date of

Equity

Awards

Granted in

Prior Fiscal

Years for

which

Applicable

Vesting

Conditions

were

Satisfied

during the

Fiscal Year

  

Dividends

or Other

Earnings

Paid on

Equity

Awards

during the

Fiscal Year

prior to the

Vesting

Date

   CAP  
2025  $417,931    —    —   $40,661   $10,070   $2,842   $ 471,504  
2024  $446,803   $(59,007)  $74,191   $37,456   $488   $2,314   $ 502,245  
2023  $422,465   $(40,018)  $37,951   $(5,058  )  $(3,815)  $1,697   $ 413,222  
    
Compensation Actually Paid vs. Total Shareholder Return [Text Block]    

   
Compensation Actually Paid vs. Net Income [Text Block]    

 

    
Total Shareholder Return Amount     $ 124 110 112
Net Income (Loss) Attributable to Parent     $ 18,775 $ 13,003 $ 12,236
PEO Name Mr. Scheopner Ms. Wendel Ms. Wendel   Mr. Scheopner
Additional 402(v) Disclosure [Text Block]     The valuation assumptions used to calculate equity award fair values in the above tables are prescribed by Item 402(v) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (“Regulation S-K”), and did not materially differ from those disclosed at the time of the grant.    
Measure [Axis]: 1          
Pay vs Performance Disclosure [Table]          
Measure Name     total stockholder return total stockholder return total stockholder return
Measure [Axis]: 2          
Pay vs Performance Disclosure [Table]          
Measure Name     net income net income net income
Michael E. Scheopner [Member]          
Pay vs Performance Disclosure [Table]          
PEO Total Compensation Amount [2]     $ 490,196 $ 690,405
PEO Actually Paid Compensation Amount     367,890 673,367
Michael E. Scheopner [Member] | Grant Date Fair Value of Equity Awards Granted in Fiscal Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (127,538) (75,032)
Michael E. Scheopner [Member] | Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Fiscal Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     12,557 71,153
Michael E. Scheopner [Member] | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (9,343)
Michael E. Scheopner [Member] | Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied during the Fiscal Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (8,200) (6,970)
Michael E. Scheopner [Member] | Dividends or Other Earnings Paid on Equity Awards during the Fiscal Year prior to the Vesting Date [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     875 3,154
Abigail M. Wendel [Member]          
Pay vs Performance Disclosure [Table]          
PEO Total Compensation Amount [2]     767,476 863,082
PEO Actually Paid Compensation Amount     926,842 951,260
Abigail M. Wendel [Member] | Grant Date Fair Value of Equity Awards Granted in Fiscal Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (372,399)
Abigail M. Wendel [Member] | Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Fiscal Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     454,913
Abigail M. Wendel [Member] | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     146,169
Abigail M. Wendel [Member] | Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied during the Fiscal Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     4,996
Abigail M. Wendel [Member] | Dividends or Other Earnings Paid on Equity Awards during the Fiscal Year prior to the Vesting Date [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     8,202 5,664
Non-PEO NEO [Member]          
Pay vs Performance Disclosure [Table]          
PEO Total Compensation Amount     417,931 446,803 422,465
PEO Actually Paid Compensation Amount     471,504 502,245 413,222
Non-PEO NEO [Member] | Grant Date Fair Value of Equity Awards Granted in Fiscal Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (59,007) (40,018)
Non-PEO NEO [Member] | Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Fiscal Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     74,191 37,951
Non-PEO NEO [Member] | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     40,661 37,456 (5,058)
Non-PEO NEO [Member] | Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied during the Fiscal Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     10,070 488 (3,815)
Non-PEO NEO [Member] | Dividends or Other Earnings Paid on Equity Awards during the Fiscal Year prior to the Vesting Date [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     $ 2,842 $ 2,314 $ 1,697
[1] For 2023, 2024, and 2025, Landmark’s non-PEO NEO was Mark A. Herpich.
[2] For 2023, Landmark Bancorp’s principal executive officer (“PEO”) was Mr. Scheopner. In 2024, Landmark’s PEO was Mr. Scheopner from January 1, 2024 through March 28, 2024 and Ms. Wendel from March 29, 2024 through December 31, 2024. In 2025, Landmark Bancorp’s PEO was Ms. Wendel.
v3.26.1
Recovery of Erroneously Awarded Compensation
 12 Months Ended
Dec. 31, 2025
Restatement Determination Date [Axis]: 2023-10-31  
Erroneously Awarded Compensation Recovery [Table]  
Erroneous Compensation Analysis [Text Block] In October 2023, the Board adopted a clawback policy in accordance with the listing standards of the Nasdaq. The policy requires that we recoup certain incentive compensation paid to or deferred by certain executives in the event Landmark Bancorp is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws, and the compensation would not have been awarded under the restated financial information, subject to the other terms and limitations set forth in the policy. A copy of the policy is available on Landmark Bancorp’s website at www.landmarkbancorpinc.com under “Corporate Overview — Corporate Governance,” and is filed as Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC.
v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure [Text Block] The Compensation Committee does not maintain a formal policy with respect to the timing of equity awards; however, awards are generally granted at regularly scheduled meetings or in connection with specific compensation actions and are not timed to take advantage of material nonpublic information. While the Company’s equity plan permits the grant of stock options, the Company did not make any equity grants to our executives in 2025.
Award Timing Method [Text Block] While the Company’s equity plan permits the grant of stock options, the Company did not make any equity grants to our executives in 2025.
Award Timing Predetermined [Flag] false
Award Timing MNPI Considered [Flag] false
Award Timing, How MNPI Considered [Text Block] The Compensation Committee does not maintain a formal policy with respect to the timing of equity awards; however, awards are generally granted at regularly scheduled meetings or in connection with specific compensation actions and are not timed to take advantage of material nonpublic information.
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted [Flag] true