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Stock-Based Compensation | 12 Months Ended
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Dec. 31, 2024
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | (19) Stock-Based Compensation Overview. The Company has a stock-based employee compensation plan, which allows for the issuance of stock options, stock appreciation rights, and stock awards (including, among others, restricted common stock, and restricted stock unit awards.), the purpose of which is to provide additional incentive to certain employees, directors, and service providers by facilitating their purchase of a stock interest in the Company. Compensation expense related to prior awards under the Company’s current and former stock-based employee compensation plans is recognized on a straight line basis over the vesting period, which is typically four years. The stock-based compensation cost related to these awards was $520,000, $352,000, and $295,000 for the years ended December 31, 2024, 2023, and 2022, respectively. The Company recognized tax benefits of $126,000, $84,000, and $77,000 for the years ended December 31, 2024, 2023, and 2022, respectively. For stock options, the exercise price may not be less than 100% of the fair market value of the shares on the date of the grant, and no option shall be exercisable after ten years from the grant date. In determining compensation cost, the Black-Scholes option-pricing model is used to estimate the fair value of options on date of grant. The Black-Scholes model is a closed-end model that considers expected volatility, the expected term of the options the risk-free rate for the expected option term, and dividend yield using the assumptions outlined below. Expected volatility is based on historical volatility of the Company’s stock. The Company uses historical exercise behavior and other qualitative factors to estimate the expected term of the options, which represents the period of time that the options granted are expected to be outstanding. The risk-free rate for the expected term is based on U.S. Treasury rates in effect at the time of grant. 2015 Stock Incentive Plan. On May 20, 2015, our stockholders approved the Landmark Bancorp, Inc., 2015 Stock Incentive Plan (the “2015 Stock Incentive Plan”), which authorized the issuance of equity awards covering 407,224 shares of common stock, as adjusted for subsequent stock dividends. On August 1, 2022, the Compensation Committee awarded 20,318 shares of restricted common stock pursuant to the 2015 Stock Incentive Plan, as adjusted for subsequent stock dividends. The restricted stock awards vest ratably over one or four years and the value was based on a stock price of $22.02 per share on the date such shares were granted, as adjusted for subsequent stock dividends. On August 1, 2023, the Compensation Committee awarded 5,725 shares of restricted common stock pursuant to the 2015 Stock Incentive Plan, as adjusted for subsequent stock dividends and options to acquire 89,425 shares of common stock, as adjusted for subsequent stock dividends. The restricted stock awards vest ratably over one year and the value was based on a stock price of $19.20 per share on the date such shares were granted, as adjusted for subsequent stock dividends. The options vest ratably over four years. On February 29, 2024, the Compensation Committee awarded, effective March 29, 2024, 5,250 shares of restricted common stock pursuant to the 2015 Stock Incentive Plan, as adjusted for subsequent stock dividends and options to acquire 42,000 shares of common stock, as adjusted for subsequent stock dividends. The restricted stock awards vest ratably over four years and the value was based on a stock price of $18.36 per share on the date such shares were granted, as adjusted for subsequent stock dividends. The options vest ratably over four years. 2024 Stock Incentive Plan. On May 22, 2024, our stockholders approved the Landmark Bancorp, Inc., 2024 Stock Incentive Plan which authorized the issuance of equity awards covering 525,000 shares of common stock as adjusted for subsequent stock dividends. Upon shareholder approval of the 2024 Stock Incentive Plan, the 2015 Stock Incentive Plan was frozen with respect to future grants. On August 1, 2024, the Compensation Committee awarded 37,984 shares of restricted common stock, as adjusted for subsequent stock dividends. The restricted stock awards vest ratably over one or four years and the value was based on a stock price of $19.10 per share on the date such shares were granted, as adjusted for subsequent stock dividends. As of December 31, 2024, there were 487,016 shares of common stock remaining available for issuance under the 2024 Stock Incentive Plan. The fair value of the options granted were determined using the following weighted-average assumptions as of the grant date: Schedule of Fair Value of Options Assumed
|  | Years ended December 31, |
|  | 2024 |  |  | 2023 |
Risk-free interest rate |  |  | 4.20 | % |  |  | 4.15 | %
Expected term |  |  | 7 years |  |  |  | 7 years |
Expected stock price volatility |  |  | 27.18 | % |  |  | 26.31 | %
Dividend yield |  |  | 4.36 | % |  |  | 3.97 | %
A summary of option activity during 2024 is presented below: Schedule of Share-based Compensation, Stock Options, Activity
(Dollars in thousands, except per share amounts) |  | Weighted |  |  | Weighted |  |  |  |
|  |  |  |  | average |  |  | average |  |  |  |
|  |  |  |  | exercise |  |  | remaining |  |  | Aggregate |
|  |  |  |  | price |  |  | contractual |  |  | intrinsic |
|  | Shares |  |  | per share |  |  | term |  |  | value |
Outstanding at January 1, 2024 |  |  | 228,408 |  |  | $ | 20.58 |  |  |  | 7.2 years |  |  | $ | 88 |
Granted |  |  | 40,000 |  |  | $ | 18.50 |  |  |  |  |  |  |  |  |
Effect of 5% stock dividend |  |  | 12,792 |  |  |  |  |  |  |  |  |  |  |  |  |
Forfeited/expired |  |  | (12,474 | ) |  | $ | 20.95 |  |  |  |  |  |  |  |  |
Exercised |  |  | - |  |  | $ | - |  |  |  |  |  |  |  |  |
Outstanding at December 31, 2024 |  |  | 268,726 |  |  | $ | 19.44 |  |  |  | 6.7 years |  |  | $ | 1,235 |
Exercisable at December 31, 2024 |  |  | 156,919 |  |  | $ | 19.26 |  |  |  | 5.4 years |  |  | $ | 720 |
Fully vested options at December 31, 2024 |  |  | 156,919 |  |  | $ | 19.26 |  |  |  | 5.4 years |  |  | $ | 720 |
Additional information about stock options exercised is presented below: Schedule of Stock Option Exercised Additional Information
|  | 2024 |  |  | 2023 |  |  | 2022 |
(Dollars in thousands) |  | Years ended December 31, |
|  | 2024 |  |  | 2023 |  |  | 2022 |
Intrinsic value of options exercised (on exercise date) |  | $ | - |  |  | $ | 4 |  |  | $ | 3 |
Cash received from options exercised |  |  | - |  |  |  | 52 |  |  |  | - |
Excess tax benefit realized from options exercised |  | $ | - |  |  | $ | 1 |  |  | $ | - |
As of December 31, 2024, there was $329,000 of total unrecognized compensation cost related to the 111,807 outstanding unvested options that will be recognized over the following periods: Schedule of Share-based Compensation Arrangements by Share-based Payment Award
(Dollars in thousands) |  |  |
Year |  | Amount |
2025 |  |  | 132 |
2026 |  |  | 108 |
2027 |  |  | 79 |
2028 |  |  | 10 |
Total |  | $ | 329 |
The fair value of restricted stock on the vesting date was $293,000, $187,000, and $223,000 during the years ended December 31, 2024, 2023, and 2022 respectively. A summary of nonvested restricted common stock activity during 2024 is presented below: Schedule of Nonvested Share Activity
|  | Shares |  |  | Weighted average grant date price per share |
Nonvested restricted common stock at January 1, 2024 |  |  | 23,001 |  |  | $ | 22.40 |
Granted |  |  | 41,175 |  |  | $ | 19.96 |
Vested |  |  | (14,868 | ) |  | $ | 20.06 |
Forfeited |  |  | (1,183 | ) |  | $ | 22.16 |
Effect of 5% stock dividend |  |  | 2,384 |  |  |  |  |
Nonvested restricted common stock at December 31, 2024 |  |  | 50,509 |  |  | $ | 19.77 |
As of December 31, 2024, there was $791,000 of total unrecognized compensation cost related to the outstanding nonvested restricted shares that will be recognized over the following periods: Schedule of Share-based Compensation Arrangements by Share-based Payment Award
(Dollars in thousands) |  |  |
Year |  | Amount |
2025 |  |  | 300 |
2026 |  |  | 217 |
2027 |  |  | 178 |
2028 |  |  | 96 |
Total |  | $ | 791 |

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