Landmark Bancorp (LARK) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 21, 2025, will be held virtually, allowing electronic voting and participation by shareholders.

• Four Class III directors are nominated for election, including three incumbents and one new nominee, for terms expiring in 2028.

• Shareholders will vote on executive compensation (say-on-pay), the frequency of future say-on-pay votes, and ratification of Crowe LLP as the independent auditor.

• The board encourages all shareholders to vote by mail, phone, or internet to ensure representation.

Voting matters and shareholder proposals

• Proposals include election of four directors, advisory approval of executive compensation, advisory vote on frequency of say-on-pay, and ratification of Crowe LLP as auditor.

• Board recommends voting FOR all director nominees, FOR say-on-pay, FOR ratification of Crowe LLP, and EVERY THREE YEARS for say-on-pay frequency.

• Shareholders may submit additional proposals or director nominations for future meetings, following specific advance notice requirements.

Board of directors and corporate governance

• Board consists of eleven directors, majority independent as per Nasdaq rules.

• Board committees include Audit, Compensation, and Nominating and Governance, each with independent members and written charters.

• Board leadership is separated between Chairman and CEO roles; lead independent director presides over independent sessions.

• Board diversity includes six male and five female directors, with one identifying as Native American.

• Directors are expected to attend at least 75% of meetings; all attended the last annual meeting.