Landmark Bancorp approves new executive incentive program

Landmark Bancorp, Inc. approved a new Management Incentive Program on October 21, 2026, establishing specific cash and equity compensation structures for its executive officers. The board of directors adopted the plan following a recommendation from the Compensation Committee, which will administer the program and designate participants.

The program covers executive officers and key management members at Landmark Bancorp and its wholly-owned subsidiary, Landmark National Bank. Abigail M. Wendel, the company's President and Chief Executive Officer, and Mark A. Herpich, the Chief Financial Officer, are named as principal participants in the filing. The plan consists of two distinct components: an annual cash incentive program (AIP) and a long-term equity incentive program (LTIP).

Under the AIP, participants can earn cash awards based on performance against measures established by the Compensation Committee. The payout structure is tied to performance levels relative to target goals. Performance at the threshold level earns 50% of the weighted target opportunity, while hitting the target level earns 100%. Achieving stretch goals results in a payout of 150% of the target opportunity. The committee applies straight-line interpolation between these levels and provides no payout for performance below the threshold. The maximum possible payout is capped at 150% of the target opportunity. The committee retains the authority to adjust results if extraordinary or non-recurring events occur.

Earned AIP awards are paid in cash after the committee certifies the results, typically in the year following the performance period. Participants must generally remain employed through the payment date, though provisions exist for prorated or full payment in cases of death, disability, or qualifying retirement.

The LTIP component provides equity awards under the Landmark Bancorp, Inc. 2024 Stock Incentive Plan. These awards are split evenly between time-based restricted stock and performance-contingent grants. The number of performance stock awards granted ranges from 0% to 150% of target, depending on the participant's AIP achievement for that year. Once granted, these equity awards vest in equal annual installments over three years, subject to continued service.

For the 2026 program year, specific target opportunities have been set for the principal officers. Abigail M. Wendel has a target AIP opportunity of 35% of her base salary and an LTIP opportunity of 25% of her base salary. Mark A. Herpich has a target AIP opportunity of 25% of his base salary and an LTIP opportunity of 20% of his base salary.

The board retains the right to amend, suspend, or terminate the program at any time. The full terms of the plan are detailed in Exhibit 10.1, which was filed with the report and incorporated by reference.