Marie Ziegler
About Marie Z. Ziegler
Marie Z. Ziegler (age 67) is an independent director of QCR Holdings, Inc. since 2008 and currently serves as Chair of the Board; she also sits on the boards of Quad City Bank & Trust and m2 Equipment Finance LLC . She is a retired Vice President and Deputy Financial Officer of Deere & Company, previously serving as Vice President & Treasurer; she holds a BA in accounting from St. Ambrose (1978), is a CPA (1979), earned an MBA from the University of Iowa (1985), and is an NACD Board Leadership Fellow (2017) . As of 2025, her board tenure is approximately 17 years (2008–2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deere & Company | Vice President & Deputy Financial Officer; previously Vice President & Treasurer; earlier roles in finance, treasury, strategic planning, IR & banking relations | 1978–retirement (dates per roles not individually specified) | Brought public-company audit, risk, and financial investment expertise to QCRH’s Board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Royal Neighbors of America | Chair | Not disclosed | Fraternal insurer; not identified as a public reporting company in proxy |
| River Bend Food Bank | Chair | Not disclosed | Non-profit leadership |
| UnityPoint Health | Vice Chair; Audit, Compliance & Information Security Chair; Executive/Compensation; Finance & Investment | Not disclosed | Health system governance |
| Additional community boards (e.g., United Way, John Deere Foundation, Quad Cities Community Foundation) | Director/Chair roles (historical) | Not disclosed | Prior non-profit leadership; regional ties in QCRH markets |
Board Governance
| Item | Details |
|---|---|
| Board independence | Ziegler is independent under Nasdaq rules |
| Board leadership | Independent Chair; roles of Chair and CEO are separated; Ziegler is current Chair |
| Committee memberships (2024) | Compensation Committee (member) ; Nomination & Governance Committee (member) ; Risk Oversight Committee (member) ; Executive Committee (Chair) |
| Committee meeting cadence (2024) | Audit (4); Compensation (3); Nomination & Governance (4); Risk Oversight (4); Executive (0) |
| Attendance | All incumbent directors attended ≥75% of Board and committee meetings in 2024; all directors attended the prior annual meeting |
| Independent director sessions | Independent directors met four times in 2024 |
Fixed Compensation (Director)
| Component (2024) | Amount |
|---|---|
| Cash fees (fees earned) | $84,000 |
| Stock awards (immediate vesting) | $32,000 |
| Total | $116,000 |
| Relevant fee schedule context | QCRH quarterly retainer increased from $10,150 (2024) to $10,625 (2025); Board Chair additional retainer $5,000/quarter (unchanged) |
Notes:
- On March 1, 2024, non-employee directors received $24,000 in QCRH restricted stock (immediately vested); subsidiary directors received $4,000 each (immediately vested). Ziegler’s $32,000 reflects QCRH plus subsidiary board service .
Performance Compensation (Director)
| Element | Status | Notes |
|---|---|---|
| Performance-based equity (PSUs) | None disclosed for directors | Director equity grants are time-based restricted stock that vested immediately at grant |
| Stock options | None outstanding (as of 12/31/2024) | “None of the directors held any vested or unvested stock or option awards as of December 31, 2024” |
| Performance cash bonus | Not applicable | Director pay is retainers and equity grants per fee schedule |
Other Directorships & Interlocks
| Type | Company | Role | Interlock/Notes |
|---|---|---|---|
| Public company (past 5 years) | None disclosed for Ziegler | — | Proxy states only Mr. Besong serves on a public company board (United Fire Group); “No other nominee or continuing director” has served on a reporting company board in past five years |
| QCRH subsidiaries | Quad City Bank & Trust; m2 Equipment Finance LLC | Director | Subsidiary board service disclosed |
| Non-profit/other | Royal Neighbors of America; River Bend Food Bank; UnityPoint Health; others | Chair/Vice Chair/Director | Multiple regional non-profit roles |
Expertise & Qualifications
- Financial expertise from senior finance and treasury roles at Deere & Company; CPA credential; MBA (Iowa) .
- NACD Board Leadership Fellow (2017), signaling governance engagement and continuing education .
- Deep community ties and leadership across multiple non-profits in QCRH markets, supporting franchise connectivity .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 51,044 (includes 200 shares spouse; 19,544 in trust) |
| Shares outstanding (record date 3/27/2025) | 16,919,285 |
| Ownership (% of outstanding) | ~0.30% (51,044 / 16,919,285) |
| Unvested/vested director awards outstanding (12/31/2024) | None outstanding (director awards vested immediately at grant) |
| Stock ownership guidelines | Non-employee directors: 5x annual cash retainer; 2025 requirement equals 2,945 shares; all directors in compliance |
| Hedging/Pledging | Hedging prohibited; pledging prohibited without prior Nomination & Governance Committee approval; no violations disclosed |
Insider Trading and Section 16 Compliance
| Item | Disclosure |
|---|---|
| Section 16(a) reporting | Company noted one delinquent Form 4 in 2024 for Reba K. Winter; none identified for Ziegler |
| Trading windows and pre-clearance | Insider trading policy governs trading windows; Section 16 insiders must seek pre-clearance |
| Hedging | Prohibited for all directors |
| Pledging | Prohibited absent prior committee approval; none disclosed |
Compensation Committee Analysis (governance process)
- Committee composition (2024): Independent directors Field, Griesemer, Jacobs (Vice Chair), Kilmer (Chair), Reasner (from Nov 2024), and Ziegler .
- Consultant: Frederic W. Cook & Co. (independent; no conflicts) advises on executive pay, peer group, and best practices .
- Interlocks: None; all members were independent; no relationships requiring Item 404 disclosure .
- Peer group (2024): 16 financial institutions (e.g., First Merchants, Lakeland Financial, Enterprise Financial) used for benchmarking .
Related-Party Transactions and Conflicts
- Ordinary-course banking relationships existed for directors and related parties in 2024, on market terms, with standard approvals; management reports no unfavorable features .
- Formal Related Party Transactions Policy governs approvals (thresholds, oversight split between subsidiary boards and Nomination & Governance Committee) and required factors (arms-length terms, appraisals, bidding, valuation, extent of interest) .
- Independence: Ziegler determined independent under Nasdaq rules; no relationships preventing objective judgment disclosed .
Say-on-Pay & Shareholder Feedback (context)
- 2024 say-on-pay support: approximately 96% “FOR,” indicating strong shareholder endorsement of compensation practices .
Governance Assessment
-
Strengths
- Independent Chair model; Ziegler serves as independent Board Chair, enhancing oversight and avoiding CEO/Chair concentration .
- Active committee engagement across Compensation, Nomination & Governance, and Risk Oversight; chairs Executive Committee (though the committee did not meet in 2024) .
- Strong attendance norms; all directors met ≥75% attendance and attended the annual meeting; independent sessions held four times in 2024 .
- Robust alignment: meaningful outright ownership (51,044 shares) and strict stock ownership guidelines (5x retainer; compliant) .
- Risk-mitigating policies: anti-hedging and anti-pledging, clawback (Aug 2023) .
- No identified related-party red flags; ordinary-course banking only, under policy oversight .
-
Watch items
- Executive Committee authority to act between board meetings concentrates decision rights, but the committee did not meet in 2024 (limits near-term concern) .
- Director pay slightly increased in 2025 at the base retainer level while equity grant levels remained flat; continue monitoring cash/equity mix and total board spend vs. peers .
-
Investor confidence signals
- Consistent independent leadership structure; high say-on-pay support (96%) suggests shareholder alignment with governance and pay frameworks .
Overall, Ziegler brings deep financial and governance expertise as an independent Chair with broad committee participation and meaningful personal ownership, underpinned by strong anti-hedging/pledging and clawback controls. No specific conflicts, low attendance issues, or pay anomalies were disclosed .