DEF: Landmark Bancorp Sets Date for Virtual Annual Meeting, Seeks Stockholder Approval on Director Elections and Executive Compensation

Landmark Bancorp will hold its annual stockholder meeting virtually on May 21, 2025, to vote on director elections, executive compensation, and auditor ratification.

Summary

• Landmark Bancorp will hold its annual meeting of stockholders on May 21, 2025, as a virtual meeting.
• Stockholders will vote to elect four Class III directors for a three-year term ending in 2028.
• The meeting will also include a non-binding advisory vote on executive compensation (say-on-pay) and the frequency of future say-on-pay votes.
• Stockholders will also vote to ratify the appointment of Crowe LLP as the independent registered public accounting firm for the year ending December 31, 2025.
• The record date for determining stockholders eligible to vote is April 2, 2025.
• Abigail M. Wendel has served as the President and Chief Executive Officer of Landmark Bancorp and Landmark National Bank since March 29, 2024.
• Michael E. Scheopner, the former President and Chief Executive Officer of the Company, is retiring from the Board after 12 years as a director and 29 years as an employee, effective at the Annual Meeting.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, presenting information in a neutral and informative tone. The sentiment is moderately positive due to the routine nature of the announcements and the absence of significant negative news.

Positives

• The virtual meeting format allows for broader stockholder participation.
• The board encourages stockholders to vote, ensuring their shares are represented.
• The company provides multiple methods for voting: mail, telephone, internet, and online during the virtual meeting.
• The Audit Committee is comprised of independent members with financial expertise.
• The Compensation Committee engages an independent consultant to analyze compensation programs.
• The company has a clawback policy in place to recoup incentive compensation in certain circumstances.

Risks

• The say-on-pay and say-on-frequency votes are advisory and non-binding, meaning the board is not obligated to follow the stockholders' recommendations.
• Virtual meeting participation requires a unique control number, potentially excluding some stockholders.
• Technical difficulties could hinder stockholder participation in the virtual meeting.
• The company faces regulatory risks related to executive compensation, including FDIC guidelines and Dodd-Frank Act rules.

Future Outlook

The company will report on its operations and the outlook for the year ahead at the annual meeting.

Management Comments

• Abigail M. Wendel, President and Chief Executive Officer, cordially invites stockholders to attend the annual meeting.
• The Board has determined that it is in the best interests of our stockholders for the Company to continue to hold the Annual Meeting virtually only, rather than in person.

Industry Context

Virtual annual meetings have become increasingly common, allowing companies to broaden participation and reduce costs. The focus on executive compensation and auditor ratification aligns with standard corporate governance practices.

Comparison to Industry Standards

• The compensation structure for Landmark Bancorp's directors and executive officers appears consistent with that of similar-sized publicly traded banking institutions.
• The use of an independent compensation consultant is a common practice among public companies to ensure fair and competitive compensation packages.
• The company's clawback policy aligns with Nasdaq listing standards and is a standard practice to address potential misconduct.
• The virtual annual meeting format is increasingly adopted by companies to enhance accessibility and reduce costs, similar to practices at companies like JPMorgan Chase and Citigroup.

Management Changes

Related Party Transactions

• Certain directors, officers, and beneficial owners had transactions with Landmark Bancorp during the year ended December 31, 2024, with all outstanding loans and depository relationships made in the ordinary course of business.

Stakeholder Impact

• Stockholders have the opportunity to influence the company's direction through voting on director elections and executive compensation.
• Employees are affected by the company's compensation policies and practices.
• Customers are indirectly impacted by the company's overall governance and financial performance.

Next Steps

• Stockholders are encouraged to vote by completing and mailing the enclosed proxy card or voting by telephone or internet.
• Stockholders can attend the virtual annual meeting on May 21, 2025, to vote their shares and ask questions.
• The Board will consider the outcome of the say-on-pay and say-on-frequency votes when making future compensation decisions.

Key Dates

Keywords

annual meeting, proxy statement, directors, executive compensation, say-on-pay, Crowe LLP, stockholders, virtual meeting, Landmark Bancorp