Mark Herpich
About Mark Herpich
Executive Vice President, Secretary & Chief Financial Officer of Landmark Bancorp, Inc. (and Landmark National Bank) since October 2001; previously VP/Secretary/Treasurer & CFO at MNB Bancshares/Security National Bank (1998–2001) and Senior Manager/CPA at KPMG LLP (1989–1998). Education: BS Accounting, Kansas State University; age 55 as disclosed in the company’s proxy (2023) . Recent operating results under his financial stewardship: Q1 2025 net income $4.7M, ROA 1.21%, ROE 13.71%, and net interest margin expanded to ~3.76% . Pay-versus-performance TSR illustrates $100 growing to ~$108.71 by FY2024; FY2024 net income $13,003K .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Landmark Bancorp, Inc. / Landmark National Bank | EVP, Secretary & CFO | Oct 2001–Present | Long-tenured finance leadership through multiple rate cycles; CFO signatory for SEC certifications |
| MNB Bancshares / Security National Bank | VP, Secretary, Treasurer & CFO | Sep 1998–Oct 2001 | Held same positions prior to Landmark formation, continuity in bank finance leadership |
| KPMG LLP | Senior Manager (CPA) | Aug 1989–Sep 1998 | Public accounting, bank audits/controls—foundation for CFO role |
External Roles
No public company directorships or committee roles disclosed for Herpich in company proxies. (No disclosure found in DEF 14A) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 280,000 | 289,054 |
| Cash Bonus ($) | 45,630 | — |
| All Other Compensation ($) | 26,397 | 30,154 |
| Total ($) | 422,465 | 446,803 |
All other compensation components (disclosed details):
- 2023: 401(k) company contribution $18,680; car allowance $930; country club dues $6,787
- 2024: 401(k) company contribution $20,700; car allowance $2,335; country club dues $7,119
Performance Compensation
Annual cash incentive (non-equity):
| Metric | 2023 | 2024 |
|---|---|---|
| Non-Equity Incentive Plan Payout ($) | 30,420 | 68,588 |
Bonus performance metrics (set annually by Compensation Committee; weightings/targets not disclosed):
- Earnings per share growth; specific asset quality goals; return on average assets goals
Equity awards – Restricted Stock (RSUs/Stock Awards):
| Grant | Unvested Shares (#) | Vesting Schedule | Market Value at 12/31/2024 ($24.01/sh) |
|---|---|---|---|
| 08/01/2022 | 907 | 25% annually beginning 08/01/2023 | 21,777 |
| 08/01/2024 | 3,090 | 25% annually beginning 08/01/2025 | 74,191 |
Equity awards – Stock Options:
| Grant Date | Exercise Price ($) | Expiration | Exercisable (#) | Unexercisable (#) |
|---|---|---|---|---|
| 08/01/2027 | 19.80 | 08/01/2027 | 5,167 | — |
| 08/01/2029 | 17.50 | 08/01/2029 | 8,710 | — |
| 08/01/2031 | 22.83 | 08/01/2031 | 4,436 | 1,478 (25% annual vesting) |
| 08/01/2033 | 19.20 | 08/01/2033 | 2,484 | 7,453 (25% annual vesting) |
Equity grant mechanics:
- Annual equity awards typically granted in August; grants approved on/before grant date; no timing around MNPI; 2024 plan approved May 22, 2024
Equity Ownership & Alignment
| Ownership Item | Amount |
|---|---|
| Total beneficial ownership (shares) | 157,753 |
| Percent of shares outstanding | 2.7% (based on 5,778,610 shares at 04/02/2025) |
| Options exercisable within 60 days | 20,797 shares |
| Restricted stock held (unvested) | 3,997 shares (25% vest annually over four years) |
| Jointly owned with spouse | 128,101 shares |
| IRA holdings | 4,858 shares |
| Shares pledged as collateral (red flag) | 24,093 shares (line of credit) |
Alignment policies:
- Anti-hedging policy prohibits hedging transactions by directors/officers/employees; insider trading policy in place .
Stock ownership guidelines:
- No explicit executive stock ownership multiple disclosed in proxy (no disclosure found) .
Employment Terms
- Agreement: Initial one-year term auto-renews annually; termination notice ≥90 days pre-anniversary .
- Current base salary under agreement: $285,000 (subject to annual review) .
- Incentives/Perquisites: Eligible for annual performance bonus (Committee-selected metrics), country club membership, car allowance, and executive benefits .
- Non-compete/Non-solicit: 18 months post-termination for each executive .
- Severance (assuming event as of 12/31/2024): Involuntary termination cash $374,356; medical $7,491; total $381,847. Change-in-control (covered period) cash $748,711; equity acceleration $133,560; medical $7,491; total $889,763 .
- Change-of-control vesting: Under 2015 plan—full vest if plan not assumed; double-trigger vest (termination without cause or resignation for good reason within 24 months) if assumed; performance awards vest fractionally if <50% achieved, fully if ≥50% at COC . Under 2024 plan—full vest (same double-trigger construct); performance objectives deemed achieved at target upon qualifying events; death/disability acceleration for restricted stock .
- Clawback: Adopted October 2023 per Nasdaq listing standards—recoup certain incentive compensation upon accounting restatements .
- 280G Cutback: Severance reduced to $1 below threshold to preserve tax deductibility .
Performance & Track Record
| Measure | Latest/Period | Note |
|---|---|---|
| Net income | $4.7M in Q1 2025 | Up from $2.8M in Q1 2024; improved NIM and lower expenses |
| Net interest margin (tax-equivalent) | ~3.76% Q1 2025 | +25 bps vs Q4 2024 |
| ROA / ROE | 1.21% / 13.71% (Q1 2025) | Efficiency ratio 64.1% |
| TSR proxy metric | $100 → $108.71 (FY2024) | Pay-versus-performance table |
| FY2024 net income | $13,003K | Pay-versus-performance table |
Operational execution notes:
- Q1 2025 expense reductions linked to 2024 branch closures; decreased professional fees and occupancy .
Compensation Structure Analysis
- Mix shift: 2024 non-equity incentive increased to $68,588 vs $30,420 in 2023, while equity grants (restricted stock) rose (3,090 shares granted in Aug 2024) .
- Options vs RSUs: Herpich’s program includes multi-year option grants with 10-year expirations and 25% annual vesting; RSUs vest 25% annually—lower risk than options, but both present .
- Performance metrics: EPS growth, asset quality, ROAA drive annual incentives; specific targets/weightings not disclosed .
- Pledging: 24,093 pledged shares—misalignment risk if margin calls force sales (insider selling pressure) .
Equity Ownership & Alignment Details
| Component | Vested vs Unvested |
|---|---|
| Options (multiple grants) | 20,797 exercisable within 60 days; remaining unexercisable vest 25% annually |
| Restricted stock | 907 (2022 grant) vesting 25% per year since 08/01/2023; 3,090 (2024 grant) vesting 25% per year starting 08/01/2025 |
| Anti-hedging | Hedging prohibited by policy |
Employment Contracts, Severance & Change-of-Control Economics
| Scenario (as of 12/31/2024) | Cash Severance ($) | Equity Acceleration ($) | Medical ($) | Total ($) |
|---|---|---|---|---|
| Involuntary Termination | 374,356 | — | 7,491 | 381,847 |
| Covered Period (Change-in-Control) | 748,711 | 133,560 | 7,491 | 889,763 |
| Death/Disability | — | 133,560 | — | 133,560 |
Change-in-control mechanics and clawback summarized above .
Governance, Say-on-Pay & Policies
- Say-on-Pay: At the 2022 annual meeting, ~84% votes approved NEO compensation (triennial frequency set; advisory vote held again in 2025) .
- Code of Conduct and Insider Trading policy enforced; anti-hedging prohibition; disclosures posted on corporate governance site .
Investment Implications
- Alignment: Annual bonus tied to EPS growth, asset quality, and ROAA aligns CFO incentives with core bank performance drivers; increased 2024 payout suggests strong metric attainment . RSUs with 4-year vesting further promote retention .
- Insider selling pressure risk: 24,093 pledged shares pose potential forced-sale risk in adverse markets; monitor Form 4 filings for any pledge-related transactions and sell-to-cover at vesting dates (next major RSU tranche 25% on 08/01/2025) .
- Change-in-control economics: Double-trigger vesting and substantial cash severance during the COC covered period could influence behavior around strategic transactions; equity acceleration at target under 2024 plan reduces uncertainty for performance awards .
- Execution credibility: CFO certifications, improved NIM, expense control from branch rationalization, and strong Q1 2025 ROA/ROE support operational discipline—positive for pay-for-performance linkage and confidence in forecasts .
- Monitoring list: Weightings/targets for annual incentive are not disclosed; continue tracking proxy updates for metric calibration; verify continued compliance with anti-hedging and any changes to pledging policies .