James Batten
About James R. Batten
James R. Batten (age 62) has served as an independent Class I director of QCR Holdings, Inc. since 2024 and is Chair of the Board of Guaranty Bank, a QCRH subsidiary . He is President of H2D2, LLC; previously CFO of International Dehydrated Foods (2016–2020) and CFO of O’Reilly Automotive for 13 years; he holds a BS in business administration and accounting from the University of Central Missouri and is recognized by QCRH as a qualified Audit Committee Financial Expert (CPA designation) . Batten was appointed to the QCRH Audit Committee and Risk Oversight Committee beginning November 2024 and is deemed “independent” under Nasdaq rules; all incumbent directors met at least 75% attendance of board/committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| H2D2, LLC | President | Current | Family office leadership |
| International Dehydrated Foods | Chief Financial Officer | 2016–2020 | Corporate finance leadership |
| O’Reilly Automotive, Inc. | Chief Financial Officer | 13 years (prior period) | Public company finance; CPA credential noted in QCRH proxy |
| Guaranty Federal Bancshares, Inc. | Chair of the Board | Prior to acquisition by QCRH | Led board; transitioned into QCRH structure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AG Financial Solutions | Board member | Current | Community/financial services governance |
| Foundation Capital Resources | Board member | Current | Community/financial services governance |
| Springfield Area Chamber of Commerce; Big Brothers Big Sisters of the Ozarks; New Covenant Academy | Prior board roles | Historical | Civic and community engagement |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent under Nasdaq rules |
| Committees | Audit Committee (member, joined Nov 2024); Risk Oversight Committee (member, joined Nov 2024) |
| Financial Expert | Audit Committee Financial Expert designation (CPA background) |
| Attendance | All incumbent directors attended ≥75% of aggregate board/committee meetings in 2024; all directors attended the virtual annual meeting |
| Leadership | Chair of the Board, Guaranty Bank (subsidiary) |
| Executive sessions | Independent directors met four times in 2024 |
| Board size changes | Board to be reduced from 13 to 11 directors after 2025 Annual Meeting |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned | 34,475 | QCRH director/subsidiary board fees |
| Stock Awards | 4,000 | Restricted stock grant for subsidiary director service (vested immediately on grant) |
| Total | 38,475 | Sum of fees and stock awards |
Director cash retainer schedule (context):
- QCR Holdings quarterly director retainer: $10,150 (2024); additional quarterly retainers for roles (e.g., Audit Committee Member: $625; Audit Committee Financial Expert: $625) .
- Subsidiary director quarterly retainer: $2,250; subsidiary additional retainers (e.g., committee chairs: $500; members: $375) .
Notable practice: Directors can defer cash fees into QCRH stock via the 2005 Deferred Income Plan; in 2024, Batten did not defer fees (while most peers did) .
Performance Compensation
No director performance-conditioned incentives disclosed; non-employee directors receive restricted stock awards for board service that vest immediately and are not tied to financial metrics . QCRH maintains anti-hedging and anti-pledging policies applicable to directors; no hedging or pledging reported .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in past five years (besides QCRH) |
| Interlocks with competitors/suppliers/customers | Not disclosed |
| Subsidiary role | Chair, Guaranty Bank board (subsidiary of QCRH) |
Expertise & Qualifications
- Extensive CFO experience in public and private companies; CPA designation; qualified as Audit Committee Financial Expert .
- Strong ties to Springfield, Missouri market; community and financial services board experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| James R. Batten | 15,203 | * | Less than 1% of shares; beneficial ownership per Rule 13d-3 |
| Director ownership guideline | 2,945 shares | — | Non-employee directors expected to hold at least 5x annual cash retainer; threshold equals 2,945 shares for 2025 |
| Guideline compliance | In compliance | — | Company states each director meets guidelines |
| Hedging/Pledging | Prohibited without approval; none reported | — | Anti-hedging and anti-pledging policy; no violations known |
| Unvested awards (12/31/2024) | None | — | No directors held vested/unvested stock or option awards at year-end due to immediate vesting of 2024 grants |
Governance Assessment
- Positive signals: Independent director with deep finance credentials; Audit Committee Financial Expert designation bolsters audit quality; committee roles in Audit and Risk Oversight enhance board risk coverage; independent director sessions held regularly .
- Ownership alignment: Holds 15,203 shares and meets director ownership guideline (≥2,945 shares), supporting “skin-in-the-game” alignment; anti-hedging/pledging policies reduce misalignment risk .
- Compensation mix: 2024 mix skewed to cash (fees $34,475 vs stock $4,000) due to mid-year appointment; expected equity alignment may normalize in future grant cycles, but no forward grants are disclosed here .
- Attendance and engagement: Company disclosure indicates robust attendance across incumbents; Batten’s late-2024 committee appointments suggest active integration into board workstreams .
- Conflicts/related party exposure: As subsidiary board chair, he participates within QCRH’s governance structure; QCRH maintains formal related-party transaction policies (review thresholds and approval process) and reports ordinary-course banking relationships on market terms, with Audit Committee independence oversight; no Batten-specific related-party transactions disclosed .
- Shareholder oversight context: QCRH’s 2024 say‑on‑pay support was ~96%, indicating general investor confidence in governance/compensation frameworks, though it pertains to executive pay .
RED FLAGS observed: None disclosed specific to Batten. Watch items: His 2024 non-deferred cash fee election versus peers (most deferred) modestly reduces direct equity-linked pay in that year; interlocking role as subsidiary chair warrants ongoing monitoring for related-party transactions, but current policies/controls are strong and no adverse items disclosed .
References:
- Director slate, roles, age, and subsidiary chair status ; Batten biography and qualifications ; independence, committees, and attendance ; board leadership and executive sessions ; director compensation schedules and practice ; director compensation table ; beneficial ownership ; ownership guidelines and compliance ; anti-hedging/pledging ; related-party policy and ordinary banking relationships ; say‑on‑pay support .