Abigail Wendel
About Abigail Wendel
Abigail M. Wendel (age 51) is President & Chief Executive Officer of Landmark Bancorp, Inc. (and Landmark National Bank) since March 29, 2024; she also serves on the LARK board as a Class III director with a term expiring in 2028 . Prior to LARK, she led Consumer Banking at UMB Bank, N.A. (since 2018), after serving as EVP, Chief Strategy Officer (2015–2018) and SVP, Director of Corporate Strategy, Government & Investor Relations (2008–2015); earlier she spent twelve years in operational and leadership roles at the Federal Reserve Bank of Kansas City . For 2024, LARK’s pay-versus-performance disclosure shows total stockholder return (TSR) value of $108.71 on an initial $100 base and net income of $13.0 million; Wendel served as PEO from March 29–December 31, 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| UMB Bank, N.A. | President, Consumer Banking | 2018–Mar 2024 | Led consumer banking at a larger regional bank, experience cited as key qualification for LARK board . |
| UMB Bank, N.A. | EVP, Chief Strategy Officer | 2015–2018 | Enterprise strategy leadership at a regional bank . |
| UMB Bank, N.A. | SVP & Director, Corporate Strategy, Government & Investor Relations | 2008–2015 | Strategy and external relations leadership . |
| Federal Reserve Bank of Kansas City | Various operational, administrative, leadership roles | 12 years (prior to UMB) | Regulatory and operational background in banking supervision context . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Landmark National Bank | Director | 2024–present | Concurrent directorship at the bank subsidiary . |
| Community organizations (Kansas City area) | Community involvement | — | Involvement referenced; specific organizations not listed in proxy . |
Fixed Compensation
| Component | 2024 Amount | 2025/Target Terms | Notes |
|---|---|---|---|
| Base salary | $360,463 | $480,000 annual base, subject to annual review | 2024 reflects partial year from transition date. |
| Initial bonus (contractual) | $100,000 (payable early 2025 if employed through 12/31/24) | N/A | Separate from annual performance bonus program. |
| Bonus (SCT “Bonus” column) | $110,000 | N/A | SCT shows total bonus paid for 2024. |
| All other compensation (perqs) | $20,220 | N/A | Includes car allowance $4,058; country club dues $7,342; medical insurance premiums $512 . |
Performance Compensation
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Annual cash incentive plan
- 2024: No non-equity incentive plan payout shown for Wendel (— in SCT) .
- Program design: For NEOs, annual non‑equity incentive awards (when applicable) are based on earnings per share growth, asset quality goals, and return on average assets (targets set at start of year by Compensation Committee) .
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Equity awards (grants, values, vesting) | Award Type | Grant date | Shares/Options | Grant-date FV | Exercise Price | Vesting | Expiration | |---|---|---:|---:|---:|---|---| | Nonqualified Stock Options | 02/29/2024 | 42,000 | $156,000 | $18.50 | 100% on 4th anniversary of employment commencement (Mar 29, 2028) | 02/29/2034 | | Restricted Stock (RS) | 02/29/2024 | 5,250 | Included in SCT Stock Awards $216,399 total for 2024 | — | 25% annually starting 03/29/2025 | — | | Restricted Stock (RS) | 08/01/2024 | 6,284 | Included in SCT Stock Awards $216,399 total for 2024 | — | 25% annually starting 08/01/2025 | — |
Notes:
- Policy on timing of grants: generally fixed dates; annual equity typically in August; committee approves grants on or before grant date; no timing around MNPI; one new‑hire option grant to Wendel on 02/29/24 shown below .
- Options granted at FMV on grant date (plan practice) .
Equity Ownership & Alignment
| Measure | Detail |
|---|---|
| Beneficial ownership (as of 04/02/2025) | 11,534 shares; <1% of outstanding (based on 5,778,610 shares) . |
| Outstanding/exercisable options | 0 exercisable; 42,000 unexercisable (vest 03/29/2028) . |
| Unvested restricted stock | 5,250 (granted 02/29/24), 6,284 (granted 08/01/24) . |
| Anti‑hedging | Company prohibits directors, officers, employees from hedging company stock (e.g., collars, swaps, exchange funds) . |
| Pledging | Proxy footnotes disclose pledging by another NEO (Herpich: 24,093 shares pledged); no pledging disclosure for Wendel . |
| Ownership guidelines | Not disclosed in proxy; not found. |
Employment Terms
| Term | Wendel Agreement |
|---|---|
| Effective date, initial term | Effective March 29, 2024 (“Transition Date”); initial 3‑year term; renews for one year on each anniversary after year 3 unless either party gives ≥90 days’ notice . |
| Base salary | $480,000 (subject to annual review/increase) . |
| Initial bonus | $100,000 for FY2024, payable early 2025 if employed through 12/31/2024 . |
| Annual bonus eligibility | Eligible from FY2025 based on Compensation Committee criteria . |
| Equity on hire | 42,000 NQ options; 5,250 RS shares (both adjusted for stock dividends) . |
| Perquisites | Country club membership reimbursement, medical premiums reimbursement, group term life insurance, car allowance, executive coaching reimbursement, and standard benefits . |
| Severance (no CIC) | If terminated without cause or resigns for good reason: 2× (base salary + average bonus of last 3 years + prior year retirement plan contributions), paid over 24 months; 18 months COBRA paid by company . |
| Severance (CIC window) | If involuntary termination without cause or termination for “good reason” within 6 months before or 24 months after a change in control: 3× (base salary + average bonus of last 3 years + prior year retirement plan contributions), paid in lump sum; equity vests in connection with a change in control; 18 months COBRA . |
| Clawback | Nasdaq‑compliant clawback adopted Oct 2023 for restatements . |
| 280G | Parachute cutback to avoid non‑deductible payments under 280G . |
| Restrictive covenants | 18‑month non‑compete and non‑solicit post‑termination . |
- Potential payout amounts (assuming event on 12/31/2024): | Scenario | Cash severance | Equity acceleration | Medical | Total | |---|---:|---:|---:|---:| | Involuntary termination (no CIC) | $1,049,949 | — | $5,953 | $1,055,902 | | Termination during CIC “covered period” | $1,574,914 | $508,351 | $5,953 | $2,089,228 | | Death or Disability | — | $508,351 | — | $508,351 |
Board Governance
- Board service: Director since 2024; Class III, term expiring 2028; also a director of Landmark National Bank .
- Dual‑role implications: Wendel is CEO and a board member; Chairman role is separate (Patrick L. Alexander), which provides structural separation of CEO and Chair .
- Committees: Committee rosters in the proxy highlight independent directors chairing committees (e.g., Compensation Committee chaired by Wayne R. Sloan); Wendel is not listed on key board committees in the rosters shown .
- Director compensation: As CEO, Wendel received no additional compensation for board service; director fee/stock awards apply to non‑employee directors (and Mr. Scheopner while on the Board), not to Wendel .
- Say‑on‑pay: 84% approval at the 2022 meeting; say‑on‑pay and say‑on‑frequency on the 2025 ballot .
Director Compensation (context for dual roles)
- 2024 non‑employee director pay: $5,000 quarterly retainer; $2,000 per in‑person meeting ($1,000 for May/Dec); Chair had higher retainers; each non‑employee director also received ~523 RS shares (FV ~$10,005) vesting 100% on May 21, 2025 .
- Wendel did not receive separate director fees as an employee director; her compensation is reflected in the executive SCT .
Compensation Structure Analysis
- Mix and design: 2024 total reported compensation for Wendel was $863,082, composed of base salary ($360,463), bonus ($110,000), stock awards ($216,399), option awards ($156,000), and perqs ($20,220) . 2024’s “bonus” reflects an initial contractual bonus; ongoing annual bonus eligibility begins in 2025 based on committee‑set metrics .
- Metrics and risk: NEO incentive plan uses objective metrics (EPS growth, asset quality, ROAA) with Compensation Committee oversight; company maintains a clawback and anti‑hedging policy, and utilizes an independent consultant (Blanchard Consulting Group) without conflicts .
- Equity design and vesting: Significant portion in equity with multi‑year vesting; Wendel’s option grant is back‑weighted (single vest in 2028), reducing near‑term option‑related selling pressure; RS awards vest in annual tranches starting in 2025 and 2025/2026 .
- Change‑in‑control economics: 3× multiple (vs. 2× standard) and full equity vesting upon CIC‑related termination; 280G cutback applies; COBRA continuation provided .
Equity Ownership & Alignment (detail table)
| Item | Quantity/Terms |
|---|---|
| Beneficial ownership (04/02/2025) | 11,534 shares; <1% of 5,778,610 outstanding . |
| Options (exercisable) | 0 as of 12/31/2024 . |
| Options (unexercisable) | 42,000; strike $18.50; vest 03/29/2028; expire 02/29/2034 . |
| RS outstanding | 5,250 (grant 02/29/24; vest 25% annually starting 03/29/25); 6,284 (grant 08/01/24; vest 25% annually starting 08/01/25) . |
| Hedging/Pledging | Hedging prohibited by policy ; pledging not disclosed for Wendel; separate footnote indicates pledging by another executive (Herpich) . |
Investment Implications
- Alignment and incentives: Pay design uses objective performance metrics with a clawback, and significant multi‑year equity; Wendel’s large option grant vests only in 2028, focusing incentives on longer‑term value creation and reducing short‑term exercise/sale pressure .
- Retention risk: Three‑year initial term, 18‑month non‑compete/non‑solicit, and meaningful unvested equity (options + RS) support retention; severance provides 2× cash (24‑month installments) and 3× upon CIC‑related termination, balancing retention with market practices (with 280G cutback) .
- Governance checks: CEO is a board member but not chair; committee leadership appears independent; CEO receives no director fees, avoiding dual‑pay optics; anti‑hedging policy in place, though the proxy discloses pledging by another executive, not by Wendel .
- Performance context: 2024 TSR reached $108.71 on a $100 base and net income was $13.0 million, during a year of leadership transition; say‑on‑pay support previously at 84% (2022), with 2025 say‑on‑pay on the ballot .
- Trading signals: RS tranches begin vesting on March 29, 2025 and August 1, 2025; options do not vest until March 29, 2028, suggesting limited option‑driven selling until then; anti‑hedging policy further limits derivative‑based risk management by insiders .