UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC
20549
SCHEDULE 14A
(RULE 14a-101)
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:
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Check the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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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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Fee computed
on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction
applies:
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Aggregate number of securities to which transaction
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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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Proposed maximum aggregate value of transaction:
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Fee paid
previously with preliminary materials.
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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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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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LANDMARK BANCORP, INC.
701 Poyntz Avenue
Manhattan, Kansas 66502
(785) 565-2000
April 17, 2013
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 22, 2013, at the Flint Hills Discovery Center, 315 South Third Street, Manhattan,
Kansas. 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 III directors. We have also included a non-binding, advisory proposal to approve the compensation of
our named executive officers, or “say-on-pay” proposal, as well as a non-binding, advisory proposal regarding the frequency
with which stockholders will vote on such say-on-pay proposals in the future.
Additionally, our Audit Committee has selected,
and we recommend that you ratify, the appointment of KPMG LLP to continue as our independent registered public accounting firm
for the year ending December 31, 2013.
We encourage you to
attend the meeting in person.
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 as promptly as possible.
This will ensure that your
shares are represented at the meeting.
We look forward with
pleasure to seeing and visiting with you at the meeting.
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Very truly yours,
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LANDMARK BANCORP, INC.
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Patrick L. Alexander
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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 22, 2013
To the stockholders of
LANDMARK BANCORP, INC.
The annual meeting
of the stockholders of Landmark Bancorp, Inc., a Delaware corporation, will be held at
the Flint Hills Discovery Center,
315 South Third Street, Manhattan, Kansas, on Wednesday, May 22, 2013, at 2:00 p.m., local time, for the following purposes:
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to elect three Class III directors for a term of three years;
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to approve, in a non-binding, advisory proposal, the compensation of
our named executive officers, as described in the accompanying proxy statement, which is referred to as a “say-on-pay”
proposal;
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to consider the frequency with which stockholders will vote on future
say-on-pay proposals;
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to ratify the appointment of KPMG LLP as our independent registered public accounting firm for
the year ending December 31, 2013; and
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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 April 3, 2013, 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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Patrick L. Alexander
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President and Chief Executive Officer
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Manhattan, Kansas
April 17, 2013
WHETHER OR NOT YOU PLAN TO ATTEND THE
ANNUAL MEETING IN PERSON, 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. WE HOPE THAT YOU WILL BE ABLE TO ATTEND THE MEETING, AND, IF
YOU DO, YOU MAY VOTE YOUR STOCK IN PERSON IF YOU WISH. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO ITS EXERCISE.
LANDMARK BANCORP, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
May 22, 2013
This proxy statement
is furnished in connection with the solicitation by the board of directors of Landmark Bancorp, Inc. of proxies to be voted at
the annual meeting of stockholders to be held at the Flint Hills Discovery Center, 315 South Third Street, Manhattan, Kansas, on
Wednesday, May 22, 2013, at 2:00 p.m., local time, and at any adjournments or postponements of the meeting. Our 2012
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 17, 2013.
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 April 3, 2013, the record date for the annual meeting, you owned shares of
Landmark Bancorp’s common stock. This proxy statement describes 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, you appoint the proxy holder as your representative at the meeting. The proxy holder 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 holder how to vote your shares in advance of the meeting in case your plans
change.
If you have instructed
the proxy holder 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 holder will vote your shares, pursuant to your proxy, in accordance with his or her judgment.
What matters will be voted on at the
meeting?
You are being asked
to vote on: (i) the election of three Class III directors of Landmark Bancorp for a term expiring in 2016; (ii) a non-binding,
advisory proposal on the compensation of our named executive officers (referred to as a “say-on-pay” proposal); (iii)
a non-binding, advisory proposal regarding the frequency with which stockholders will consider future say-on-pay proposals; and
(iv) the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the 2013 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 or in person at the meeting. To vote by mail, complete and sign the enclosed proxy card and mail it in the enclosed postage-paid,
pre-addressed envelope to our transfer agent, Registrar and Transfer Company, 10 Commerce Drive, Cranford, New Jersey, 07016.
If you sign and return
your proxy card but do not mark the card to provide voting instructions, the shares represented by your proxy card will be voted
“FOR” all nominees named in this proxy statement, “FOR” the say-on-pay proposal, for the “EVERY THREE
YEARS” option relating to the frequency of future say-on-pay proposals and “FOR” the ratification of KPMG LLP
as our independent registered public accounting firm.
If you want to vote
in person, please come to the meeting. We will distribute written ballots to anyone who wants to vote at the meeting. Even if you
plan to attend the meeting, you should complete, sign and return your proxy card 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 in person at the meeting.
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 in person at the meeting, you will need to arrange to
obtain a “legal proxy” from your broker, trustee or fiduciary in order to vote in person 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, such as an amendment to our certificate of incorporation or the adoption or amendment of an equity compensation plan,
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,
the say-on-pay proposal and the vote on the frequency of future say-on-pay proposals are all considered non-routine matters. 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 and return ALL
proxy cards to ensure that all your shares are voted.
What options do I have in voting on
each of the proposals?
Except with respect
to the election of directors and the frequency of future say-on-pay proposals, you may vote “FOR,” “AGAINST”
or “ABSTAIN” on any proposal that may properly be brought before the meeting. With respect to the election of directors,
you may vote “FOR” or “WITHHOLD AUTHORITY TO VOTE FOR” each nominee. With respect to the proposal on the
frequency of future say-on-pay proposals, you may vote “EVERY YEAR,” “EVERY TWO YEARS,” “EVERY THREE
YEARS” or “ABSTAIN.”
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?
Except with respect
to the election of directors and the frequency of future say-on-pay proposals, all matters properly brought before the meeting
must receive the affirmative vote of a majority of the shares present in person or by proxy at the meeting and voting. Directors
are elected by a plurality and the three individuals receiving the highest number of votes cast “FOR” their election
will be elected as Class III directors of Landmark Bancorp. The frequency with which future say-on-pay votes will be held will
also be decided by a plurality, with the frequency receiving the most votes being considered the choice of stockholders.
Please note, however, that because the
say-on-pay proposal and the proposal regarding the frequency of future say-on-pay proposals are advisory, the outcome of such votes
will not be binding on the board of directors or the Compensation Committee.
Please also note that the election of directors,
the say-on-pay proposal and the proposal regarding the frequency of future say-on-pay proposals are all considered to be non-routine
matters. As a result, if your shares are held by a broker or other fiduciary, it cannot vote your shares on these matters unless
it has received voting instructions from you.
Broker non-votes will not be counted as
entitled to vote 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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Registrar and Transfer Company
10 Commerce Drive
Cranford, New Jersey, 07016;
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sending notice to our transfer agent that you are revoking your proxy; or
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voting in person 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.
Shares are counted
as present at the meeting if the stockholder either:
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is present in person at the meeting; or
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has properly submitted a signed proxy card or other proxy.
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On April 3, 2013,
the record date, there were 2,923,275 shares of common stock issued and outstanding. Therefore, at least 1,461,638 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 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 or by telephone. 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 22, 2013, our stockholders will be entitled to elect three Class III directors for a
term expiring in 2016. Landmark Bancorp’s directors are divided into three classes having staggered terms of three years.
As described further below, two of the three nominees for election as Class III directors are incumbent directors, while the
third nominee is currently an executive officer of Landmark National Bank who has been nominated to fill the seat currently held
by a director who will be retiring immediately following the annual meeting of stockholders. 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, nominees for director 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 III directors for three-year terms
expiring in 2016.
Pursuant to the board’s
retirement policy, Jerry R. Pettle, age 74, and Larry L. Schugart, age 73, both current Class III directors, will not be standing
for re-election at the 2013 annual meeting. We appreciate Messrs. Pettle and Schugart’s service to Landmark Bancorp. In anticipation
of the retirement of Messrs. Pettle and Schugart, and on the recommendation of its Nominating and Corporate Governance Committee,
in March 2013 the board increased the number of directors constituting the full board from nine to ten, and appointed Wayne R.
Sloan as a Class II director to fill the resultant vacancy. The board also affirmatively voted to decrease the number of directors
constituting the full board from ten to nine, effective immediately following the annual meeting of stockholders. Finally, to fill
the remaining vacancy expected to result from the retirements of Messrs. Pettle and Schugart, the board nominated Michael E. Scheopner
as a Class III director for election at the annual meeting. Mr. Scheopner is currently the Executive Vice President and Credit
Risk Manager of Landmark National Bank, and is expected to be appointed to the office of President of Landmark Bancorp and Landmark
National Bank, to be effective following the annual meeting of stockholders.
We unanimously recommend
that you vote “FOR” each of the nominees for director. Unless authority to vote for the nominees is withheld, 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.
NOMINEES
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Position with Landmark Bancorp
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Director
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Name
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Age
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and Landmark National Bank
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Since
(1)
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CLASS III
(Term Expires 2016)
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Patrick L. Alexander
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60
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President, Chief Executive Officer 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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57
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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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51
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Executive Vice President and Credit Risk Manager of Landmark National Bank
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N/A
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CONTINUING DIRECTORS
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Position with Landmark Bancorp
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Director
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Name
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Age
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and Landmark National Bank
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Since
(1)
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CLASS I
(Term Expires 2014)
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Brent A. Bowman
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63
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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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43
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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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57
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Director of Landmark Bancorp and Landmark National Bank
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1986
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Position with Landmark Bancorp
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Director
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Name
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Age
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and Landmark National Bank
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Since
(1)
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CLASS II
(Term Expires 2015)
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Richard A. Ball
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60
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Director of Landmark Bancorp and Landmark National Bank
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1995
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Susan E. Roepke
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73
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Director of Landmark Bancorp and Landmark National Bank
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1997
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Wayne R. Sloan
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59
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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 MNB Bancshares, Inc.
or Landmark Bancshares, Inc. (or their respective banking subsidiaries), the predecessor companies to Landmark Bancorp.
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All of our directors
will hold office for the terms indicated, or until their earlier death, resignation, removal or disqualification, and until their
respective successors are duly elected and qualified. There are no arrangements or understandings with any of the nominees pursuant
to which they have been selected as nominees or directors. No director 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 the President and Chief Executive Officer of Landmark Bancorp and Landmark National Bank since October 2001. He 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 he has acquired as Chief Executive Officer of Landmark Bancorp.
Richard A. Ball
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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
has been President of Bowman, Bowman and Novick, Inc., an architectural firm, since its incorporation in 2004. Previously, he was
the President of Brent Bowman and Associates Architects, P.A. He serves 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 Nominating and Corporate Governance Committee
due to the skills and expertise he has acquired in leadership roles at successful 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.
We consider Ms. Hill-Nelson to be a qualified candidate for service on the board, the Audit Committee, and the Nominating
and Corporate Governance Committee due to the skills and expertise she has acquired in running a successful local business, as
well as her involvement in the Lawrence market.
Jim W. Lewis
is the owner of Lewis Automotive Groups, which includes several dealerships in Western Kansas. Mr. Lewis is a member of the Dodge
City Area Chamber of Commerce. 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 Corporate Governance Committee
due to the skills and expertise he has demonstrated in running a successful local business, as well as his prominence in several
of our market areas.
Susan E. Roepke
is a former Vice President of MNB Bancshares, serving in that capacity from its inception in 1992 until she retired as an officer
of MNB Bancshares and Security National Bank at the end of 1998. She also served in a number of senior management positions with
Security National Bank since 1970, including Senior Vice President, Secretary and Cashier beginning in 1993. We consider Ms. Roepke
to be a qualified candidate for service on the board, the Audit Committee, and the Compensation Committee due to the financial
skills and extensive expertise she has acquired in her leadership roles in the financial services industry and with Landmark Bancorp.
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 the Community
Foundation of Southwest Kansas, Arrowhead West, Inc., a mental and physical rehabilitation center, and the Catholic Social Service.
Mr. Snapp is also a member of the Kansas Title Standards Committee for real estate transactions. 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 acquired in running
a successful local business, and his prominence in the Dodge City market.
Michael E. Scheopner
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has served as an Executive Vice President and Credit Risk Manager of Landmark National Bank since October 2001, and is expected
to be appointed President of Landmark Bancorp and Landmark National Bank in May 2013, to be effective following the annual meeting
of stockholders. Previously, 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 he has acquired as Executive Vice President and Credit Risk Manager of Landmark National
Bank.
Wayne R. Sloan
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has been President of BHS Construction, Inc., a general construction firm in Manhattan, Kansas, since 1982. He currently serves
on the board of the Manhattan Area Chamber of Commerce and is 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.
We consider Mr. Sloan to be a qualified candidate for service on the board, the Audit Committee and the Nominating and Corporate
Governance Committee due to the skills and expertise he has acquired in running a successful local business, as well as his involvement
in the Manhattan market.
In addition, the business
experience for each of our executive officers not otherwise discussed above is as follows:
Mark A. Herpich
,
age 45, 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.
Dean R. Thibault
,
age 61, has served as Executive Vice President-Commercial Banking of Landmark National Bank since January 2006. He had served as
a Market President for Landmark National Bank since October 2001. Mr. Thibault served as Senior Vice President for Security National
Bank from March 1998 to October 2001.
Bradly L. Chindamo
,
age 44, has served as a Market President of Landmark National Bank since January 2008. Prior to joining Landmark National Bank,
Mr. Chindamo served as a Community/Regional Bank President for Central National Bank in Lawrence, Kansas from 1995 to January 2008.
Larry R. Heyka
,
age 66, has served as a Market President of Landmark National Bank since January 2006. Prior to joining Landmark National Bank,
Mr. Heyka served as a director and the President and Chief Executive Officer of First Savings Bank, F.S.B. in Manhattan, Kansas
from December 1999 to December 2005.
Mark J. Oliphant
,
age 60, has served as a Market President of Landmark National Bank since October 2001. 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.
CORPORATE GOVERNANCE AND THE BOARD
OF DIRECTORS
We currently have ten
directors serving as our board, a majority of whom are deemed to be “independent,” as that term is defined by NASDAQ.
Mr. Snapp is not deemed to be “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 is not, and if elected Mr. Scheopner will not be, deemed
to be “independent” because of their respective positions as executive officers of Landmark Bancorp and its affiliates.
As discussed above, pursuant to the board’s retirement policy, Messrs. Pettle and Schugart will not be standing for re-election
at the annual meeting, and the board has taken action to reduce the number of directors on the board to nine upon their retirement.
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 is 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. Alexander, 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 Nominating and Corporate Governance Committee and a Compensation Committee.
The current charters of each of these committees are available on Landmark Bancorp’s website at www.landmarkbancorpinc.com.
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 2012. In 2013, 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 2012, 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,
Pettle, Ross (until he stepped down from the committee in anticipation of his May 2012 retirement from the board) and Schugart
and Mmes. Roepke and Hill-Nelson served as members of the Audit Committee in 2012, with Mr. Pettle serving as Chairman. Additionally,
in March
2013, Mr. Sloan was appointed to the Audit Committee. Following the retirement from the board of Messrs. Pettle
and Schugart, the Audit Committee is expected to consist of Messrs. Ball, Lewis, and Sloan and Mmes. Roepke and Hill-Nelson, with
Ms. Roepke serving as Chairperson. Each of these members is considered “independent,” according to 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 Ms. Roepke qualifies as an “audit committee financial expert” under the rules of the
Securities and Exchange Commission. The board based this decision on Ms. Roepke’s education and professional experience
as a former senior financial executive of a financial institution.
The functions performed
by the Audit Committee include, but are not limited to, the following:
|
·
|
selecting and managing the relationship with our independent registered public accounting firm;
|
|
·
|
reviewing the independence of the independent registered public accounting firm;
|
|
·
|
reviewing actions by management on recommendations of the independent registered public accounting
firm and internal audit staff;
|
|
·
|
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;
|
|
·
|
reviewing our earnings releases and reports filed with the Securities and Exchange Commission;
and
|
|
·
|
reviewing reports of bank regulatory agencies and monitoring management’s compliance with
recommendations contained in those reports.
|
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.
The Audit Committee for Landmark Bancorp met nine times in 2012.
Compensation Committee
Messrs. Ball, Pettle,
and Schugart and Ms. Roepke served on the Compensation Committee in 2012, with Mr. Ball serving as Chairman. Following the retirement
from the board of Messrs. Pettle and Schugart, the Compensation Committee is expected to consist of Messrs. Ball and Bowman and
Ms. Roepke, with Mr. Ball remaining as Chairman. Each of the current and prospective members is considered “independent,”
as such term is defined by NASDAQ listing requirements, an “outside” director pursuant to Section 162(m) of the
Internal Revenue Code of 1986, 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 in determining executive officer compensation. The
Compensation Committee evaluates the Chief Executive Officer’s performance and establishes his compensation. The Chief Executive
Officer does not participate in Compensation Committee discussions or decisions relating to his compensation. In assessing the
compensation paid to the executive officers of Landmark Bancorp, the Compensation Committee typically makes use of general survey
data from various sources.
The Compensation Committee also has the authority to retain inside advisors and the sole authority
to retain and pay outside advisors at its discretion, although no such advisors were retained during 2012.
The
Compensation Committee’s responsibilities and functions are further described in its charter, which is available on our website
at www.landmarkbancorpinc.com. The Compensation Committee met two times in 2012
.
Nominating and Corporate
Governance Committee
Messrs. Schugart, Lewis,
Ross (until he stepped down from the committee in anticipation of his May 2012 retirement from the board) and Bowman and Ms. Hill-Nelson
served on the Nominating and Corporate Governance Committee in 2012, with Mr. Schugart serving as the Chairman. Additionally, in
March
2013, Mr. Sloan was appointed to the Nominating and Corporate Governance Committee. Following Mr. Schugart’s
retirement from the board, the Nominating and Corporate Governance Committee is expected to consist of Messrs. Lewis and Sloan
and Ms. Hill-Nelson, with Mr. Lewis serving as Chairman. Each of the members is deemed to be “independent,” as such
term is defined by NASDAQ. The Nominating and Corporate 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 Corporate Governance Committee’s
responsibilities and functions are further described in its charter, which is available on our website at www.landmarkbancorpinc.com.
The Nominating and Corporate Governance Committee met one time in 2012.
Director Nominations
and Qualifications
In carrying out its
nominating function, the Nominating and Corporate Governance Committee evaluates all potential nominees for election, including
incumbent directors, board nominees and stockholder nominees, in the same manner, although it is not currently seeking candidates
to serve on the board and we did not
receive any stockholder nominations for the 2013 annual meeting. Generally, the Nominating
and Corporate 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 conduct. 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 if 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 term is set to expire at the upcoming annual stockholder meeting
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 2013 and, with the exception of Messrs. Schugart
and Pettle, who will be retiring pursuant to the board’s retirement policy, determined that they should be nominated for
re-election as directors. The committee also evaluated Mr. Scheopner’s qualifications to serve on the board in light of the
criteria above and the board’s current composition and determined that he should be nominated for election as a director.
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.
Nominations
of Directors
.
In order for a stockholder nominee to be considered by the Nominating and Corporate Governance Committee
to be one of its nominees and included in our proxy statement, the nominating stockholder must file a written notice of the proposed
director nomination with our Corporate Secretary, at the above address, at least 120 days prior to the anniversary of the date
the previous year’s proxy statement was mailed to stockholders. Nominations must include the full name and address of the
proposed nominee and a brief description of the proposed nominee’s business experience for at least the previous five years.
All submissions must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director
if elected. The committee may request additional information in order to make a determination as to whether to nominate the person
for director. To be considered by the committee as a nominee for inclusion in next year’s proxy statement, stockholder nominations
must be received no later than December 18, 2013.
In accordance with
our bylaws, a stockholder may otherwise 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. The stockholder’s notice of intention to nominate
a director must include: (a) for each person to be nominated: (i) the name, age and business and residence 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
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 2014 annual meeting of
stockholders, stockholder proposals must be received by our Corporate Secretary, at the above address, no later than December 18,
2013, and must otherwise comply with the notice and other provisions of our bylaws, as well as Securities and Exchange Commission
rules and regulations.
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.
Board Leadership Structure
Currently, the positions
of Chairman of the Board and Chief Executive Officer are held by separate people, with Mr. Schugart serving as Chairman of the
Board and Mr. Alexander serving as Chief Executive Officer. However, the board does not have a fixed policy regarding the separation
of these two offices, and, effective upon Mr. Schugart’s retirement from the board immediately following the annual meeting
of stockholders, Mr. Alexander is expected to serve as both Chairman of the Board and Chief Executive Officer. We believe that
combining the roles of Chairman of the Board and Chief Executive Officer following the retirement of Mr. Schugart will be the most
appropriate structure for Landmark Bancorp at that time. Combining the roles of Chairman of the Board and Chief Executive Officer
in Mr. Alexander until his eventual retirement as Chief Executive Officer will most effectively utilize Mr. Alexander’s
extensive experience and knowledge regarding Landmark Bancorp, provide for efficient leadership of the board and the company and
will facilitate the transition of the company’s leadership. Following Mr. Alexander’s eventual retirement as Chief
Executive Officer, the positions of Chairman of the Board and Chief Executive Officer will once again be held by separate people.
Independent Director Sessions
Although the board
believes it will be more effective to have one person serve as the Chairman of the Board and Chief Executive Officer following
Mr. Schugart’s retirement, it also recognizes the importance of strong independent leadership on the board and therefore
we will continue to have a separate lead independent director who organizes and presides at sessions of our independent directors.
Currently, Ms. Roepke serves as our lead independent director and she is expected to continue in this role throughout 2013. Consistent
with NASDAQ listing requirements, the independent directors regularly have the opportunity to meet without the non-independent
directors present and in 2012 there were two such sessions.
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 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 Chief Lending 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
. 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.
Director
Compensation
In
2012, directors of Landmark Bancorp received a monthly fee of $1,700 for serving on the board of directors and they will receive
a monthly fee of $1,750 in 2013. Landmark Bancorp has assumed deferred compensation agreements entered into by Messrs. Ball, Schugart
and Snapp as directors of Landmark Bancshares, Inc. Landmark Bancorp has also assumed deferred compensation agreements entered
into by Mr. Schugart as an executive officer of Landmark Bancshares, Inc. Mr. Sloan, who joined the board in March 2013, did
not receive any compensation in 2012. The following table illustrates the compensation of our non-employee directors in 2012.
Name
|
|
Fees earned or
paid in cash
($)
|
|
|
Stock awards
($)
|
|
|
Option awards
($)
|
|
|
All other
compensation
($)
|
|
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
(1)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(g)
|
|
|
(h)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard A. Ball
|
|
|
20,400
|
|
|
|
- 0 -
|
|
|
|
- 0 -
|
|
|
|
- 0 -
|
|
|
|
20,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brent A. Bowman
|
|
|
20,400
|
|
|
|
- 0 -
|
|
|
|
- 0 -
|
|
|
|
- 0 -
|
|
|
|
20,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sarah Hill-Nelson
|
|
|
20,400
|
|
|
|
- 0 -
|
|
|
|
- 0 -
|
|
|
|
- 0 -
|
|
|
|
20,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jim W. Lewis
|
|
|
20,400
|
|
|
|
- 0 -
|
|
|
|
- 0 -
|
|
|
|
- 0 -
|
|
|
|
20,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jerry R. Pettle
|
|
|
20,400
|
|
|
|
- 0 -
|
|
|
|
- 0 -
|
|
|
|
- 0 -
|
|
|
|
20,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Susan E. Roepke
|
|
|
20,400
|
|
|
|
- 0 -
|
|
|
|
- 0 -
|
|
|
|
- 0 -
|
|
|
|
20,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C. Duane Ross
(2)
|
|
|
8,500
|
|
|
|
- 0 -
|
|
|
|
- 0 -
|
|
|
|
- 0 -
|
|
|
|
8,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Larry L. Schugart
|
|
|
20,400
|
|
|
|
- 0 -
|
|
|
|
- 0 -
|
|
|
|
- 0 -
|
|
|
|
20,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David H. Snapp
|
|
|
20,400
|
|
|
|
- 0 -
|
|
|
|
- 0 -
|
|
|
|
- 0 -
|
|
|
|
20,400
|
|
|
(1)
|
At December 31, 2012, Ms. Hill-Nelson held 1,517 options, 379
of which were exercisable. Mr. Ross retired from the board in May 2012, pursuant to the board’s retirement policy, and his
options were exercised or expired prior to December 31, 2012. At December 31, 2012, Mr. Schugart held 12,514 options, 11,376 of
which were exercisable. Each of the remaining non-employee directors held 12,893 options, 11,755 of which were exercisable, as
of December 31, 2012. Additionally, in 2011, each non-employee director was granted 219 shares of restricted stock, of which 25%
had vested as of December 31, 2012, with the remainder vesting in equal parts on each of April 20, 2013, 2014 and 2015. As of his
retirement date, Mr. Ross became fully vested in his restricted stock.
|
|
(2)
|
Reflects monthly director fees received by Mr. Ross through his
retirement in May 2012, pursuant to the board’s retirement policy.
|
EXECUTIVE COMPENSATION
Regulatory Impact on Compensation
As
a publicly-traded financial institution, Landmark Bancorp must contend with several often overlapping layers of regulations when
considering and implementing compensation-related decisions. These regulations do not set specific parameters within which compensation
decisions must be made, but do require Landmark Bancorp and the Compensation Committee to be mindful of the risks that often go
hand-in-hand with compensation programs designed to incentivize the achievement of better-than-average performance. While the regulatory
focus on risk assessment has been heightened over the last several years, the incorporation of general concepts of risk assessment
in our compensation decisions is not a recent development.
Under its long-standing
Interagency Guidelines Establishing Standards for Safety and Soundness
(the “Safety and Soundness standards”),
the Federal Deposit Insurance Corporation (the “FDIC”) has long held that excessive compensation is prohibited as an
unsafe and unsound practice. In describing a framework within which to make a determination as to whether compensation is to be
considered excessive, the FDIC has indicated that financial institutions should consider whether aggregate cash amounts paid, or
non-cash benefits provided, to employees are unreasonable or disproportionate to the services performed by an employee. The FDIC
encourages financial institutions to review an employee’s compensation history and to consider internal pay equity, and,
as appropriate, to consider benchmarking compensation to peer groups. Finally, the FDIC provides that, in order to give proper
context, such an assessment must be made in light of the institution’s overall financial condition.
In addition to the
Safety and Soundness
standards, the Compensation Committee must also take into account the joint agency
Guidance on Sound
Incentive Compensation Policies
(the “Guidance”). Various financial institution regulatory agencies worked together
to issue the Guidance, which is intended to serve as a complement to the Safety and Soundness standards. The Guidance
sets
forth a framework for assessing and mitigating risk associated with incentive compensation plans, programs and arrangements maintained
by financial institutions. The Guidance
is narrower in scope than the Safety and Soundness
standards because it applies
only to senior executive officers and those other individuals who, either alone or as a group, could pose a material risk to an
institution. With respect to such individuals, the Guidance is intended to focus an institution’s attention on balanced risk-taking
incentives, compatibility of incentives with effective controls and risk management, and a focus on general principles of strong
corporate governance in establishing, reviewing and maintaining incentive compensation programs.
The Compensation Committee,
with the assistance of its advisors and Landmark Bancorp management, continues to monitor the status of compensation-related rules
and regulations expected to be finalized or issued under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
(the “Dodd-Frank Act”). While the Compensation Committee believes its own risk assessment procedures are effective,
it is prepared to implement any additional steps that may be deemed necessary to fully comply with such rules and regulations when
finalized or issued. The Compensation Committee does note, however, that the proposed risk assessment rules issued under the Dodd-Frank
Act nearly mirror the Safety and Soundness standards and the framework of the Guidance. As such, the Compensation Committee already
adheres, in many respects, to the proposed rules and regulations under the Dodd-Frank Act.
Finally, in addition
to the foregoing, as a publicly-traded corporation, Landmark Bancorp is also subject to the Securities and Exchange Commission’s
rules regarding risk assessment. Those rules require a publicly-traded company 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 the company.
The Compensation Committee
continues to believe in and practice a sensible approach to balancing risk-taking and rewarding reasonable, but not necessarily
easily attainable, goals and this has always been a component of its overall assessment of the compensation plans, programs and
arrangements it has put in place for Landmark Bancorp’s named executive officers. In this regard, the Compensation Committee
has regularly revisited the components of the frameworks set forth in the Safety and Soundness
standards and the Guidance
as an effective tool for conducting its own assessment of the balance between risk and reward built into Landmark Bancorp’s
compensation programs for our named executive officers. 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.
Summary of Compensation Paid to Named
Executive Officers
The table below sets
forth the following information: (i) the dollar value of base salary and bonus earned during the years ended December 31, 2012
and 2011; (ii) the aggregate grant date fair value of stock awards and option awards 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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patrick L. Alexander
|
|
|
2012
|
|
|
|
333,332
|
|
|
|
23,050
|
|
|
|
- 0 -
|
|
|
|
- 0 -
|
|
|
|
34,575
|
|
|
|
37,184
|
|
|
|
428,141
|
|
President and Chief
|
|
|
2011
|
|
|
|
323,500
|
|
|
|
17,840
|
|
|
|
29,900
|
|
|
|
20,099
|
|
|
|
17,840
|
|
|
|
36,197
|
|
|
|
445,376
|
|
Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael E. Scheopner
|
|
|
2012
|
|
|
|
188,250
|
|
|
|
19,250
|
|
|
|
- 0 -
|
|
|
|
- 0 -
|
|
|
|
28,875
|
|
|
|
24,792
|
|
|
|
261,167
|
|
Executive Vice President
|
|
|
2011
|
|
|
|
182,875
|
|
|
|
14,880
|
|
|
|
19,338
|
|
|
|
13,006
|
|
|
|
14,880
|
|
|
|
22,532
|
|
|
|
267,511
|
|
and Credit Risk Manager
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark A. Herpich
|
|
|
2012
|
|
|
|
188,250
|
|
|
|
19,250
|
|
|
|
- 0 -
|
|
|
|
- 0 -
|
|
|
|
28,875
|
|
|
|
21,362
|
|
|
|
257,737
|
|
Executive Vice President
|
|
|
2011
|
|
|
|
182,875
|
|
|
|
14,880
|
|
|
|
19,338
|
|
|
|
13,006
|
|
|
|
14,880
|
|
|
|
18,142
|
|
|
|
263,121
|
|
and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
No grants of options or shares of restricted stock were
made in 2012.
|
|
(2)
|
Represents annual non-equity incentive plan awards paid as a result of the attainment of specific
earnings per share growth, return on average equity, 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)
|
Amounts included for Messrs. Alexander, Scheopner and Herpich include company contributions to
Landmark’s 401(k) Profit Sharing Plan of $15,000 each in 2012 and $14,700, $12,237 and $12,237, respectively, in 2011. Additionally,
with respect to Mr. Alexander, the amount reported includes board fees of $20,400 in 2012 and $19,800 in 2011. The remainder of
the amounts reported in all other compensation, except as noted in this Footnote (3), include perquisites in the form of country
club dues and a car allowance.
|
In
October 2001 we entered into employment agreements with each of Messrs. Alexander, Scheopner and Herpich. Mr. Alexander’s
agreement provides for an initial three-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 three-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. Alexander is entitled to receive a base salary of $335,000, subject to increase in accordance
with our management compensation policies and plans. Mr. Alexander is also entitled to receive a performance bonus based on performance
criteria selected by the Compensation Committee, a country club membership, an annual car allowance and such other benefits as
are provided to our other executive officers.
Mr.
Herpich’s and Mr. Scheopner’s 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, each of Mr. Herpich and Mr. Scheopner
are entitled to receive a minimum base salary of $191,000, subject to increase in accordance with our management compensation policies
and plans. They are also entitled to receive a performance bonus based on performance criteria selected by the Compensation Committee,
a country club membership, an annual car allowance and such other benefits as are provided to our other executive officers.
Each
of Mr. Alexander, Mr. Herpich and Mr. Scheopner is also subject to a one-year non-compete restrictive covenant following termination
of employment pursuant to his respective agreement.
Outstanding Equity Awards at Fiscal
Year-End
The
following table sets forth information on outstanding options and unvested restricted stock held by the individuals named in the
Summary Compensation Table at December 31, 2012, including the number of shares underlying both exercisable and unexercisable portions
of each stock option as well as the exercise price and the expiration date of each outstanding option.
|
|
Option Awards
|
|
|
Stock Awards
|
|
Name
|
|
Number of
securities
underlying
unexercised
options
(#)
exercisable
|
|
|
Number of
securities
underlying
unexercised
options
(#)
unexercisable
|
|
|
Option
exercise
price
($)
|
|
|
Option
expiration
date
(2)
|
|
|
Number
of shares
or units
of stock
that have
not
vested
(#)
(3)
|
|
|
Market
value of
shares or
units of
stock
that have
not
vested
($)
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patrick L. Alexander
|
|
|
34,813
|
|
|
|
- 0 -
|
|
|
|
18.82
|
|
|
|
3/29/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
34,813
|
|
|
|
- 0 -
|
|
|
|
19.30
|
|
|
|
4/19/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
34,813
|
|
|
|
- 0 -
|
|
|
|
18.01
|
|
|
|
4/23/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
3,485
|
|
|
|
10,451
|
(1)
|
|
|
14.74
|
|
|
|
4/20/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,521
|
|
|
|
30,253
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael E. Scheopner
|
|
|
22,526
|
|
|
|
- 0 -
|
|
|
|
18.82
|
|
|
|
3/29/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
22,526
|
|
|
|
- 0 -
|
|
|
|
19.30
|
|
|
|
4/19/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
22,526
|
|
|
|
- 0 -
|
|
|
|
18.01
|
|
|
|
4/23/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
2,256
|
|
|
|
6,762
|
(1)
|
|
|
14.74
|
|
|
|
4/20/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
983
|
|
|
|
19,552
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark A. Herpich
|
|
|
22,526
|
|
|
|
- 0 -
|
|
|
|
18.82
|
|
|
|
3/29/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
22,526
|
|
|
|
- 0 -
|
|
|
|
19.30
|
|
|
|
4/19/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
22,526
|
|
|
|
- 0 -
|
|
|
|
18.01
|
|
|
|
4/23/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
2,256
|
|
|
|
6,762
|
(1)
|
|
|
14.74
|
|
|
|
4/20/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
983
|
|
|
|
19,552
|
|
|
(1)
|
All remaining unvested options were granted on April 20, 2011
and vest in one-third installments on each of April 20, 2013, 2014, and 2015.
|
|
(2)
|
All options expire 10 years after the grant date.
|
|
(3)
|
All remaining unvested shares were granted on April 20, 2011
and vest in one-third installments on each of April 20, 2013, 2014 and 2015.
|
|
(4)
|
Based on Landmark Bancorp’s closing price of $19.89 on
December 31, 2012, the last trading day of the year.
|
All
equity awards made to Messrs. Alexander, Scheopner and Herpich were made pursuant to the 2001 Stock Incentive Plan, which authorized
the issuance of up to 340,000 shares of our common stock, as adjusted subsequently for the impact of our annual 5% stock dividends,
including the granting of incentive stock options, non-qualified stock options, restricted stock and stock appreciation rights.
The options were granted with an exercise price equal to the fair market value of the stock on the date of grant.
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 Internal Revenue 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
If Mr. Alexander’s
employment is terminated without “cause” or if he is “constructively discharged” (which terms are defined
in his employment agreement), or upon voluntary termination within six months following a change of control of Landmark Bancorp,
Landmark Bancorp will be obligated to pay or to provide to him, as applicable, a cash severance amount 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 most recent three fiscal years, and (c) the contributions made for his benefit under all employee retirement plans during the
most recently ended fiscal year. Landmark Bancorp must also provide Mr. Alexander and his immediate family continued insurance
coverage for the three years after this termination of employment. Landmark Bancorp will have no continuing obligation to Mr. Alexander
if he voluntarily terminates his employment or if he is terminated for cause, except that Landmark Bancorp will be obligated to
pay him his accrued salary and benefits through the effective date of his termination of employment.
Except as described
below, the employment agreements for Messrs. Herpich and Scheopner contain substantially the same provisions as those included
in Mr. Alexander’s employment agreement. As described above, the terms of their respective agreements are for one year and,
absent 90 days notice from either party, they automatically extend for one additional year on each anniversary of the effective
date of the agreement. If Mr. Herpich or Mr. Scheopner is terminated without cause or is constructively discharged during
the term of his respective agreement, he will be entitled to receive 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 most recently ended three fiscal
years, and (c) the contributions made for his benefit under all employee retirement plans during the most recently ended fiscal
year. Landmark Bancorp must also provide the officer and his immediate family with continued insurance coverage for one year after
this termination of employment. The payment to be made to Mr. Herpich or Mr. Scheopner, as applicable, upon his voluntary
termination of employment within six months after a change of control of Landmark Bancorp or his involuntary termination without
cause within one year of a change of control will 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 most recently ended three fiscal years, and (c) the
contributions made for his benefit under all employee retirement plans during the most recently ended fiscal year. Landmark Bancorp
must also provide the officer and his immediate family with continued insurance coverage for two years after this termination of
employment.
With respect to the
unvested stock options granted to Messrs. Alexander, Herpich and Scheopner under our 2001 Stock Incentive Plan, pursuant to the
terms of the award agreements for those stock options, the unvested stock options will become immediately and fully vested upon
a change of control. Upon a termination of employment other than a termination for “cause,” any vested stock options
will be exercisable for 90 days following such termination and will then expire if not exercised. The unvested restricted stock
granted pursuant to the 2001 Stock Incentive Plan will become immediately and fully vested upon a change of control if the award
is not assumed by the acquiring entity. The unvested restricted stock will also immediately and fully vest upon the death or disability
of a named executive officer.
The employment agreements
for each of Messrs. Alexander, Herpich and Scheopner provide for a benefit cutback in the event any amounts are non-deductible
due to the golden parachute payment restrictions of Section 208G of the Internal Revenue Code.
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, 2012.
Name
|
|
Benefit
|
|
Involuntary
Termination
(1)
|
|
|
Termination Following
Change of Control
|
|
|
Termination for Any
Other Reason
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patrick L. Alexander
|
|
Base Salary
|
|
$
|
1,005,000
|
|
|
$
|
1,005,000
|
|
|
$
|
- 0 -
|
|
|
|
Short-Term Incentive
|
|
|
125,930
|
|
|
|
125,930
|
|
|
|
- 0 -
|
|
|
|
Benefit Plan
|
|
|
45,000
|
|
|
|
45,000
|
|
|
|
- 0 -
|
|
|
|
Medical
|
|
|
7,571
|
|
|
|
7,571
|
|
|
|
- 0 -
|
|
|
|
Stock Options
(3)
|
|
|
141,186
|
|
|
|
195,008
|
|
|
|
141,186
|
|
|
|
Restricted Stock
(4)
|
|
|
-0-
|
|
|
|
30,253
|
|
|
|
30,253
|
|
|
|
Total
|
|
$
|
1,324,687
|
|
|
$
|
1,408,762
|
|
|
$
|
171,439
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael E. Scheopner
|
|
Base Salary
|
|
$
|
191,000
|
|
|
$
|
382,000
|
|
|
$
|
- 0 -
|
|
|
|
Short-Term Incentive
|
|
|
34,537
|
|
|
|
69,073
|
|
|
|
- 0 -
|
|
|
|
Benefit Plan
|
|
|
15,000
|
|
|
|
30,000
|
|
|
|
- 0 -
|
|
|
|
Medical
|
|
|
7,995
|
|
|
|
15,734
|
|
|
|
- 0 -
|
|
|
|
Stock Options
(3)
|
|
|
91,358
|
|
|
|
126,185
|
|
|
|
91,358
|
|
|
|
Restricted Stock
(4)
|
|
|
-0-
|
|
|
|
19,552
|
|
|
|
19,552
|
|
|
|
Total
|
|
$
|
339,890
|
|
|
$
|
642,544
|
|
|
$
|
110,910
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark A. Herpich
|
|
Base Salary
|
|
$
|
191,000
|
|
|
$
|
382,000
|
|
|
$
|
- 0 -
|
|
|
|
Short-Term Incentive
|
|
|
34,537
|
|
|
|
69,073
|
|
|
|
- 0 -
|
|
|
|
Benefit Plan
|
|
|
15,000
|
|
|
|
30,000
|
|
|
|
- 0 -
|
|
|
|
Medical
|
|
|
7,995
|
|
|
|
15,734
|
|
|
|
- 0 –
|
|
|
|
Stock Options
(3)
|
|
|
91,358
|
|
|
|
126,185
|
|
|
|
91,358
|
|
|
|
Restricted Stock
(4)
|
|
|
-0-
|
|
|
|
19,552
|
|
|
|
19,552
|
|
|
|
Total
|
|
$
|
339,890
|
|
|
$
|
642,544
|
|
|
$
|
110,910
|
|
|
(1)
|
This column includes amounts payable upon a termination without cause by Landmark Bancorp or a
resignation with good reason by the executive.
|
|
(2)
|
This column includes amounts payable as a result of a termination due to death or disability or
a termination by the employee upon retirement. With respect to restricted stock only, it should be noted that there is no accelerated
vesting upon an employee’s retirement.
|
|
(3)
|
Based on Landmark Bancorp’s closing price of $19.89 on December 31, 2012, the last trading
day of the year.
|
|
(4)
|
Based on Landmark Bancorp’s closing price of $19.89 on December 31, 2012, the last trading
day of the year. The unvested restricted stock will vest upon a change of control only if such awards are not assumed by an acquiror.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS
The following table
sets forth certain information regarding our common stock beneficially owned on April 3, 2013 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 April 3, 2013.
Name of Individual and
Number of Persons in Group
|
|
Amount and Nature of
Beneficial Ownership
(1)
|
|
|
Percent
of Class
|
|
|
|
|
|
|
|
|
Directors and Named Executive Officers
|
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Patrick L. Alexander
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215,959
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(2)
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7.1
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%
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Richard A. Ball
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91,615
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(3)
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3.1
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%
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Brent A. Bowman
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18,633
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(4)
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*
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Sarah Hill-Nelson
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4,330
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5)
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*
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Jim W. Lewis
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72,951
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(6)
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2.5
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%
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Jerry R. Pettle
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32,517
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(7)
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1.1
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%
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Susan E. Roepke
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133,548
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(8)
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4.5
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%
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Michael E. Scheopner
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111,899
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(9)
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3.7
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%
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Larry L. Schugart
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133,213
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(10)
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4.5
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%
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Wayne R. Sloan
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1,622
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(11)
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*
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David H. Snapp
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58,887
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(12)
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2.0
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%
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Mark A. Herpich
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102,676
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(13)
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3.4
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%
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All directors and executive officers as a group (16
persons)
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1,120,893
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(14)
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33.2
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%
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*Less than 1%
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(1)
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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.
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(2)
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Includes 111,406 shares presently obtainable through the exercise of options granted under our
stock option plan. Also includes 31,031
shares owned in an individual retirement account over which Mr. Alexander has shared
voting and investment power. 24,742 shares are pledged as collateral in connection with a line of credit from an unrelated financial
institution. Also includes 2,028 shares of restricted stock, of which 25% have vested, with the remainder vesting in equal parts
on each of April 20, 2013, 2014 and 2015.
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(3)
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Includes 12,134 shares presently obtainable through the exercise of options granted under our stock
option plan. Also includes 7,017 shares owned in a simplified employee pension individual retirement account over which Mr. Ball
has voting and investment power, 415 shares held as a trustee over which he has shared voting and investment power, 7,818 shares
held by a company in which he has a controlling position or interest, 9,655 shares in an individual retirement account over which
he has shared voting and investment power, 208 shares owned by his spouse directly and 700 shares owned in his spouse’s individual
retirement account over which he has no voting or investment power. Also includes 219 shares of restricted stock, of which 25%
have vested, with the remainder vesting in equal parts on each of April 20, 2013, 2014 and 2015.
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(4)
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Includes 12,134 shares presently obtainable through the exercise of options granted under our stock
option plan. Also includes 219 shares of restricted stock, of which 25% have vested, with the remainder vesting in equal parts
on each of April 20, 2013, 2014 and 2015.
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(5)
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Includes 758 shares presently obtainable through the exercise of options granted under our stock
option plan. Also includes 3,353 shares owned in an individual retirement account over which Ms. Hill-Nelson has shared voting
and investment power. Also includes 219 shares of restricted stock, of which 25% have vested, with the remainder vesting in equal
parts on each of April 20, 2013, 2014 and 2015.
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(6)
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Includes
12,134 shares presently obtainable through the exercise of options granted under
our stock option plan. Also includes 219 shares of restricted stock, of which 25% have vested, with the remainder vesting in equal
parts on each of April 20, 2013, 2014 and 2015.
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(7)
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Includes 12,134 shares presently obtainable through the exercise of options granted under our stock
option plan. Also includes 7,165 shares held in an individual retirement account over which Mr. Pettle has shared voting and sole
investment power. Also includes 219 shares of restricted stock, of which 25% have vested, with the remainder vesting in equal parts
on each of April 20, 2013, 2014 and 2015.
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(8)
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Includes 12,134 shares presently obtainable through the exercise of options granted under our stock
option plan. Also includes 37,086 shares held in an individual retirement account of which the power to vote such shares is shared
with the individual retirement account administrator, 56,214 shares owned by her spouse over which she has shared voting and investment
power and 1,924 shares held in her spouse’s individual retirement account and over which Ms. Roepke disclaims beneficial
ownership of such shares. 65,547 shares are pledged as collateral in connection with a line of credit from an unrelated financial
institution. Also includes 219 shares of restricted stock, of which 25% have vested, with the remainder vesting in equal parts
on each of April 20, 2013, 2014 and 2015.
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(9)
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Includes 72,089 shares presently obtainable through the exercise of options granted under our stock
option plan. Also includes 31,653 shares owned jointly with his spouse over which Mr. Scheopner shares voting and investment power
and 6,847 shares owned in an individual retirement account over which he has shared voting and investment power. 28,711 shares
are pledged as collateral in connection with a line of credit from an unrelated financial institution. Also includes 1,310 shares
of restricted stock, of which 25% have vested, with the remainder vesting in equal parts on each of April 20, 2013, 2014 and 2015.
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(10)
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Includes 10,755 shares presently obtainable through the exercise of options granted under our stock
option plan. Also includes 48,120 shares owned by his spouse over which Mr. Schugart has shared voting and investment power and
981 shares held in his spouse’s individual retirement account over which shares he has no voting or investment power. Also
includes 60,523 shares owned in an individual retirement account over which he has shared voting and investment power. Also includes
219 shares of restricted stock, of which 25% have vested, with the remainder vesting in equal parts on each of April 20, 2013,
2014 and 2015.
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(11)
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Represents shares held by Mr. Sloan and his spouse as trustees, over which Mr. Sloan has shared
voting and investment power. All of such shares are pledged as collateral in connection with a security agreement with an unrelated
financial institution.
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(12)
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Includes 12,134 shares presently obtainable through the exercise of options granted under our stock
option plan. Also includes 4,558 shares held in an individual retirement account over which he has shared voting and sole investment
power. Also includes 1,066 shares owned by his spouse over which he has shared voting and investment power and Mr. Snapp disclaims
beneficial ownership of such shares. Also includes 219 shares of restricted stock, of which 25% have vested, with the remainder
vesting in equal parts on each of April 20, 2013, 2014 and 2015.
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(13)
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Includes 72,089 shares presently obtainable through the exercise of options granted under our stock
option plan. Also includes 26,567 shares Mr. Herpich owns with his spouse over which he has shared voting and investment power
and includes 2,710 shares owned in an individual retirement account over which he has shared voting and investment power. 20,575
shares are pledged as collateral in connection with a line of credit from an unrelated financial institution. Also includes 1,310
shares of restricted stock, of which 25% have vested, with the remainder vesting in equal parts on each of April 20, 2013, 2014
and 2015.
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(14)
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Includes an aggregate of 452,829 shares presently obtainable through the exercise of options granted
under the Landmark Bancorp, Inc. 2001 Stock Incentive Plan.
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Section
16(
a
) Beneficial Ownership Reporting Compliance
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. These persons are also required to furnish us with copies of all Section 16(a) forms they file. 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, 2012, except for
Mr. Ball, who had two late filings relating to twenty-five acquisitions of additional shares.
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 2012. Additional
transactions are expected to take place in the future. All outstanding loans, commitments to loan, and certificates of deposit
and depository relationships, in the opinion of management, 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
and did not involve more than the normal risk of collectability or present other unfavorable features. All such loans are approved
by Landmark Bank’s board of directors in accordance with the bank regulatory requirements.
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, Pettle, Schugart and Sloan and Mmes.
Hill-Nelson and Roepke. All of the members are deemed “independent,” as defined by NASDAQ.
The Audit Committee
has reviewed and discussed our audited financial statements for 2012 with our management and KPMG LLP, our independent registered
public accounting firm. The committee has also discussed with KPMG LLP the matters required to be discussed by Statement on Auditing
Standards No. 61 (Communication With Audit Committees) and received and discussed the written disclosures and the letter from KPMG
LLP required by Public Company Accounting Oversight Board Rule 3526 (Communication with Audit Committees Concerning Independence).
Based on the review and discussions with management and KPMG LLP, the committee has recommended to the board that the audited financial
statements be included in our Annual Report on Form 10-K for 2012 for filing with the Securities and Exchange Commission.
Audit Committee:
Richard A. Ball
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Jim W. Lewis
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Sarah Hill-Nelson
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Jerry R. Pettle
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Susan E. Roepke
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Larry L. Schugart
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Wayne R. Sloan
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PROPOSAL 2 –
NON-BINDING,
ADVISORY PROPOSAL ON EXECUTIVE COMPENSATION
Section 14A of the
Exchange Act, as created by Section 951 of the Dodd-Frank Act, and the rules and regulations promulgated thereunder by the Securities
and Exchange Commission, require publicly traded companies, such as Landmark Bancorp, to conduct a separate stockholder advisory
vote to approve the compensation of certain executive officers, as disclosed pursuant to the Securities and Exchange Commission’s
compensation disclosure rules, commonly referred to as a “say-on-pay” vote. In accordance with these requirements,
we are providing stockholders with an advisory vote on the compensation of our named executive officers.
The overall objectives
of Landmark Bancorp’s compensation programs have been to align executive officer compensation with the success of meeting
long-term strategic operating and financial goals. Stockholders are urged to read carefully the “Executive Compensation”
section of this proxy statement, including the Summary Compensation Table and other related compensation tables and narrative disclosure
that describe the compensation of our named executive officers in 2012. The Compensation Committee and our board of directors believe
that the policies and procedures for determining executive compensation are effective in implementing our compensation philosophy
and achieving its goals, and that the compensation of our named executive officers in 2012 reflects and supports these compensation
policies and procedures.
In accordance with
the requirements of the Dodd-Frank Act and the rules and regulations promulgated thereunder, the following resolution is submitted
for stockholder approval:
“RESOLVED, that
Landmark Bancorp, Inc.’s stockholders approve, on an advisory basis, its executive compensation as described in the section
captioned ‘Executive Compensation’ contained in the company’s proxy statement dated April 17, 2013.”
Approval of this resolution
requires that the majority of the shares present in person or by proxy and voting at the annual meeting vote in favor of the resolution.
While this say-on-pay vote is required, as provided in Section 14A of the Exchange Act, it is not binding on the Compensation
Committee or our board of directors and may not be construed as overruling any decision by the Compensation Committee or our board.
However, the Compensation Committee will take into account the outcome of the vote when considering future compensation arrangements.
The board of directors
recommends stockholders vote to approve the overall compensation of our named executive officers, as described in this proxy statement,
by voting “FOR” this proposal. Proxies properly signed and returned will be voted “FOR” this proposal unless
stockholders specify otherwise.
PROPOSAL 3 –
NON-BINDING,
ADVISORY VOTE ON FREQUENCY OF STOCKHOLDER
VOTES ON EXECUTIVE COMPENSATION
Section 14A of the
Exchange Act, as created by Section 951 of the Dodd-Frank Act, and the rules and regulations promulgated thereunder require publicly
traded companies, such as Landmark Bancorp, to provide a separate stockholder vote on the frequency with which stockholders shall
conduct an advisory say-on-pay vote on executive compensation, such as the proposal above. In accordance with these requirements,
we are providing stockholders with an advisory vote on the frequency with which our stockholders will vote on a say-on-pay proposal.
The advisory vote on
the frequency of say-on-pay votes is a non-binding vote as to how often say-on-pay votes should occur: every year, every two years,
or every three years. In addition to those choices, stockholders may also abstain from voting. Section 14A of the Exchange Act
requires us to hold an advisory vote on the frequency of say-on-pay votes at least once every six years.
After careful consideration,
our board of directors recommends that future stockholder say-on-pay votes be conducted every three years. In determining to recommend
that stockholders vote for a frequency of once every three years, the board considered how an advisory vote at this frequency will
provide our stockholders with sufficient time to evaluate the effectiveness of our overall compensation philosophy, policies and
practices in the context of our long-term business results for the corresponding period, while avoiding over-emphasis on short-term
variations in compensation and business results. A say-on-pay vote occurring once every three years will also permit our stockholders
to observe and evaluate the impact of any changes to our executive compensation policies and practices which have occurred since
the last advisory vote on executive compensation, including any changes made in response to the outcome of a prior advisory vote
on executive compensation.
Although the board
recommends a say-on-pay vote every three years, stockholders are not voting to approve or disapprove the board’s recommendation.
Rather, stockholders are being asked to vote on the following resolution:
“RESOLVED, that
the stockholders of Landmark Bancorp, Inc. determine, on an advisory basis, that the frequency with which the stockholders shall
have an advisory vote on executive compensation set forth in the company’s proxy statement for its annual meeting of stockholders,
beginning with the 2013 Annual Meeting of Stockholders, is (i) every year, (ii) every two years, or (iii) every three years.”
The choice which receives
the highest number of votes will be deemed the choice of the stockholders.
While this advisory
vote is required, as provided in Section 14A of the Exchange Act, it is not binding on our Compensation Committee or board of directors
and may not be construed as overruling any decision by the Compensation Committee or the board. However, the Compensation Committee
will take into account the outcome of the vote when determining the frequency of future say-on-pay votes.
The board of directors
recommends a vote for the “EVERY THREE YEARS” frequency alternative. Proxies properly signed and returned will be voted
for the “EVERY THREE YEARS” frequency unless stockholders specify otherwise. Stockholders are not voting to approve
or disapprove the board of director’s recommendation. Stockholders may choose among the three choices included in the resolution
above, or may abstain from voting on this proposal.
PROPOSAL 4 – RATIFICATION OF
KPMG LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Stockholders will be
asked to ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2013. If the appointment of
KPMG LLP is not ratified, the matter of the appointment of our independent registered public accounting firm will be considered
by the Audit Committee. Representatives of KPMG 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 KPMG LLP to serve as our independent registered public accounting firm.
Accountant Fees
Audit Fees
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The aggregate amounts of audit fees billed by KPMG LLP for 2012 and 2011 were $192,000 and $175,038, respectively, for their audit
of our annual financial statements for 2012 and 2011 and their required reviews of our unaudited interim financial statements included
in our quarterly reports filed during 2012 and 2011.
Audit Related
Fees.
The aggregate amount of audit related fees billed by KPMG LLP for 2012 and 2011 was $12,500 and $12,000, respectively,
for professional services relating to their audit of our compliance with certain U.S. Department of Housing and Urban Development
requirements.
Tax Fees.
The aggregate amounts of tax related services billed by KPMG LLP for 2012 and 2011 were $44,500
and $41,500, respectively,
for professional services rendered for tax compliance, tax advice and tax planning. The services provided included assistance with
the preparation of our tax return and guidance with respect to estimated tax payments.
All Other Fees.
We did not incur fees from KPMG LLP for 2012 or 2011 other than the fees reported above.
The Audit Committee,
after consideration of these matters, does not believe that the rendering of these services by KPMG LLP is incompatible with maintaining
their independence as our principal accountants.
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 KPMG LLP for up to twelve months from the date of the pre-approval.
All of the services referred to above for 2012 were pre-approved by the Audit Committee.
Important
Notice Regarding the Availability of Proxy Material for the Stockholder Meeting to be Held on May 22, 2013
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 in person, please contact Cathy Harman at (785) 565-2000.
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By order of the Board of Directors
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Patrick L. Alexander
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President and Chief Executive Officer
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Manhattan, Kansas
April 17, 2013
ALL STOCKHOLDERS ARE URGED TO SIGN
AND MAIL THEIR PROXIES PROMPTLY
PROXY FOR
COMMON SHARES ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF THE STOCKHOLDERS OF
LANDMARK BANCORP, INC. TO BE HELD MAY 22, 2013
The undersigned hereby
appoints Mark A. Herpich, Richard A. Ball and Susan E. Roepke, or any two of them acting in the absence of the other, with power
of substitution, attorneys and proxies, for and in the name and place of the undersigned, to vote the number of shares of common
stock that the undersigned would be entitled to vote if then personally present at the annual meeting of the stockholders of Landmark
Bancorp, Inc., to be held at the Flint Hills Discovery Center, 315 South Third Street, Manhattan, Kansas, on Wednesday, May 22, 2013,
at 2:00 p.m., local time, or any adjournments or postponements of the meeting, upon the matters set forth in the notice of
annual meeting and proxy statement, receipt of which is hereby acknowledged, as follows:
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1.
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ELECTION OF DIRECTORS:
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FOR
all nominees listed below
(except as marked to the contrary
below)
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WITHHOLD AUTHORITY
to vote for all nominees listed below
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¨
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¨
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Class III (term expires 2016)
: Patrick
L. Alexander, Jim W. Lewis and Michael E. Scheopner
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE’S NAME IN THE LIST ABOVE.)
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2.
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APPROVAL, IN A NON-BINDING, ADVISORY VOTE, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS,
AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT:
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¨
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¨
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¨
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For
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Against
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Abstain
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3.
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RECOMMENDATION, IN A NON-BINDING, ADVISORY VOTE, OF THE FREQUENCY WITH WHICH STOCKHOLDERS WILL
VOTE ON FUTURE SAY-ON-PAY PROPOSALS:
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¨
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¨
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¨
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¨
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Every Year
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Every Two Years
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Every Three Years
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Abstain
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4.
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RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE YEAR ENDING DECEMBER 31, 2013:
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¨
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¨
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¨
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For
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Against
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Abstain
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5.
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In accordance with their discretion, upon all other matters that may properly come before the meeting and any adjournments
or postponements of the meeting.
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THIS PROXY WHEN PROPERLY EXECUTED WILL
BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR”
THE NOMINEES LISTED UNDER PROPOSAL 1, “FOR” PROPOSAL 2, FOR THE “EVERY THREE YEARS” FREQUENCY ON PROPOSAL
3 AND “FOR” PROPOSAL 4.
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Dated:
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, 2013
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Signature(s)
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NOTE: PLEASE DATE PROXY AND SIGN IT
EXACTLY AS NAME OR NAMES APPEAR ABOVE. ALL JOINT OWNERS OF SHARES SHOULD SIGN. STATE FULL TITLE WHEN SIGNING AS EXECUTOR, ADMINISTRATOR,
TRUSTEE, GUARDIAN, ETC. PLEASE RETURN SIGNED PROXY CARD IN THE ENCLOSED ENVELOPE.
Important Notice Regarding the Availability
of Proxy Material for the Stockholder Meeting
to Be Held on May 22, 2013.
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.
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