Mark Kilmer
About Mark C. Kilmer
Mark C. Kilmer (age 66) is an independent director of QCR Holdings, Inc. since 2004 and serves as Chair of the Board of Quad City Bank and Trust (QCB&T). He is Chair of The Republic Companies, a wholesale equipment and supplies distributor headquartered in Davenport, IA, and previously worked in the Management Information Systems Department at Standard Oil of California (Chevron). Kilmer has deep community and board experience across healthcare, education, and civic organizations in QCR’s markets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Republic Companies | Chair of the Board | Since 1984 | Leads a wholesale distribution business in energy management, electrical, HVAC, and sign support systems |
| Standard Oil of California (Chevron) | Management Information Systems | Prior to 1984 | Technology and systems background |
| Citizens Federal Savings Bank (Davenport, IA) | Director | Prior to joining QCB&T board in 1996 | Banking board experience pre-QCR involvement |
| Quad City Bank and Trust | Director; Chair of the Board | Director since 1996; current Chair | Governance leadership at subsidiary bank |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Genesis Health System | Board Member | Current |
| St. Ambrose University | Board of Trustees | Current |
| Downtown Davenport Partnership | Board Member | Current |
| IMARK Group, Inc. | Former Board Member | National purchasing cooperative (prior role) |
| PGA TOUR John Deere Classic | Two-term Past Chair | Community leadership |
| Scott County YMCA | Past Chair | Community engagement |
Board Governance
- Independence: The Board determined Kilmer is “independent” under Nasdaq rules .
- Committee assignments and roles (2024):
- Compensation Committee – Chair; met 3 times .
- Audit Committee – Member; met 4 times .
- Risk Oversight Committee – Member; met 4 times .
- Executive Committee – Member; did not meet in 2024 .
- Attendance: In 2024, the Board held 4 meetings; all incumbent directors attended at least 75% of Board and committee meetings; all directors attended the prior annual meeting .
- Board leadership: QCRH separates Chair and CEO; independent Chair (Marie Z. Ziegler). Independent directors met in executive session four times in 2024 .
Fixed Compensation
| Item | 2024 Amount ($) |
|---|---|
| Fees Earned | 68,800 |
| Stock Awards | 28,000 |
| Total | 96,800 |
Director fee schedule (context):
- QCR Holdings quarterly retainer: $10,150 (2024); $10,625 (2025). Committee chair quarterly retainers: Audit Chair $1,500; Compensation Chair $1,250; Nomination & Governance Chair $1,250; Risk Oversight Chair $1,250; committee member retainers also apply (e.g., Audit Committee Member $625) .
- Subsidiary boards quarterly retainer: $2,250; subsidiary chair $1,000; subsidiary committee chair $500; committee member $375 .
- Stock-based compensation: 2024 director grants vested immediately; $24,000 for QCRH board service and $4,000 for each subsidiary board service (grant date 3/1/2024; stock price $56.79) .
- Deferral elections: Kilmer elected to defer 100% of cash fees under the 2005 Deferred Income Plan; deferred fees purchase QCRH shares at market .
Performance Compensation
- No performance-based compensation or director-specific performance metrics disclosed for non-employee directors; director equity awards vest immediately and are not tied to performance .
Other Directorships & Interlocks
| Company | Role | Period | Note |
|---|---|---|---|
| — | — | — | No other public company directorships within the past five years (other than specified directors Besong, Griesemer, Batten) |
Expertise & Qualifications
- Operates and leads a successful wholesale and supply distribution business in QCR’s markets; prior bank board service; strong local business network in QCR operating areas .
- Current governance leadership at QCB&T; extensive community board service (healthcare, education, civic) providing market insight and stakeholder connectivity .
Equity Ownership
| Ownership Item | Shares | % of Outstanding |
|---|---|---|
| Beneficial ownership (as of 3/27/2025) | 113,086 | <1% |
| Spouse/children | 14,438 | — |
| Trust | 43,114 | — |
| Corporation | 6,172 | — |
| IRA | 3,375 | — |
Ownership alignment and policies:
- Director stock ownership guidelines: non-employee directors must reach 5x annual cash retainer within five years; for 2025 this equals 2,945 shares. All directors and NEOs are in compliance .
- Anti-hedging and anti-pledging: Hedging prohibited for all employees/directors; pledging prohibited without Nomination & Governance Committee approval. No violations disclosed .
Governance Assessment
- Board effectiveness and engagement: Kilmer holds leadership roles across key committees (Compensation Chair; Audit and Risk member) with documented meeting cadence in 2024; Board and committee attendance thresholds met, supporting active oversight .
- Pay governance: Compensation Committee comprised solely of independent directors; uses independent consultant Frederic W. Cook & Co. (FWC), assessed as independent and conflict-free . No compensation committee interlocks or insider participation in 2024 .
- Shareholder alignment signals: Strong say‑on‑pay support (≈96% “FOR” at 2024 annual meeting), indicating investor confidence in compensation practices overseen by the committee Kilmer chairs .
- Ownership alignment: Significant personal stake (113,086 shares) and full cash fee deferral into equity demonstrate skin‑in‑the‑game; policy compliance with director ownership guidelines further aligns incentives .
- Conflicts and related‑party exposure: QCR discloses ordinary banking relationships with directors under standard terms and robust related‑party policies (Sections 23A/23B; Regulation O) with committee oversight; no Kilmer‑specific related‑party transactions above disclosure thresholds identified .
- Risk oversight: Active membership on Risk Oversight Committee; structured committee distribution of risk responsibilities (Audit for financial controls; Compensation for comp-related risk) supports comprehensive risk governance .