Mary Kay Bates

About Mary Kay Bates

Mary Kay Bates (age 65) is an independent Class I director of QCR Holdings, Inc. (QCRH) serving since 2018; she is President and Chief Executive Officer of Bank Midwest, with a 30+ year community banking career spanning lending, marketing, audit/risk, HR, and operations. She attended Iowa State University and graduated with honors from the Graduate School of Banking at Colorado, and was recognized as BankBeat Magazine’s Banker of the Year in 2019 . She is designated independent under Nasdaq rules and serves on key QCRH board committees, including as Chair of the Risk Oversight Committee .

Past Roles

External Roles

Board Governance

• Independence: The board determined Bates is “independent” under Nasdaq listing requirements .
• Board tenure/class: Class I director; director since 2018; term expires 2027 .
• Committee assignments (2024):
  • Risk Oversight Committee – Chair; met 4 times in 2024
  • Audit Committee – Member; met 4 times in 2024
  • Executive Committee – Member; did not meet in 2024
• Attendance and engagement:
  • The board held 4 meetings in 2024; all incumbent directors attended at least 75% of aggregate board and committee meetings; all directors attended the prior annual meeting (virtual) .
  • Independent directors held 4 executive sessions in 2024 .
• Board leadership: Independent Chair (Marie Z. Ziegler) and separate CEO; structure emphasizes independent oversight .

Fixed Compensation (Director)

• Cash retainer framework (for reference): In 2024, QCRH quarterly retainer was $10,150; additional quarterly retainers applied for roles (e.g., Risk Oversight Chair $1,250; Audit Committee Member $625; “All other Committee Members” $300) . Many directors elected to defer cash fees; all directors other than Batten, Griesemer, Sorensen and Ziegler deferred 100% of cash fees, implying Bates deferred her cash fees into stock under the Deferred Income Plan .

Performance Compensation (Director Equity)

• Annual director equity: Each non‑employee QCRH director received a $24,000 restricted stock grant on 3/1/2024; awards vested immediately on grant .
• Recent Form 4/5 transactions for Bates: | Filing/Txn Date | Type | Shares | Price | Post-Txn Ownership | Source | |---|---:|---:|---:|---:|---| | 2023-03-01 (filed 2023-03-03) | Award (Director grant) | 441 | $53.31 | 1,544 | https://www.sec.gov/Archives/edgar/data/906465/000090646523000016/0000906465-23-000016-index.htm | | 2023-03-10 (filed 2023-03-10) | Open market purchase | 600 | $45.98 | 2,144 | https://www.sec.gov/Archives/edgar/data/906465/000090646523000034/0000906465-23-000034-index.htm | | 2024-03-01 (filed 2024-03-05) | Award (Director grant) | 423 | $56.79 | 2,567 | https://www.sec.gov/Archives/edgar/data/906465/000090646524000023/0000906465-24-000023-index.htm | | 2024-12-31 (filed 2025-02-14) | Form 5 (year-end report) | 0 | – | 2,567 | https://www.sec.gov/Archives/edgar/data/906465/000090646525000005/0000906465-25-000005-index.htm | | 2025-03-03 (filed 2025-03-04) | Award (Director grant) | 320 | $75.04 | 2,887 | https://www.sec.gov/Archives/edgar/data/906465/000090646525000021/0000906465-25-000021-index.htm |

Note: Director equity awards are time-based and immediately vested for 2024 grants; no performance metrics apply to director equity .

Other Directorships & Interlocks

Expertise & Qualifications

• Banking operator perspective: 30+ years across core bank functions (credit, risk, ops, HR, marketing), now a sitting bank CEO; brings real‑time risk management and community banking acumen to QCRH .
• Committee leadership: Chairs the board’s Risk Oversight Committee; also serves on Audit and Executive Committees, aligning with her audit/risk background .
• Education/recognition: Iowa State University; Graduate School of Banking at Colorado (honors); 2019 Banker of the Year (BankBeat) .

Equity Ownership

Board Governance Assessment

• Strengths
  • Independent director with deep bank operating and risk credentials; chairs Risk Oversight, a core board function; also on Audit .
  • Strong engagement: board and committees met regularly; all directors met ≥75% attendance; all attended the annual meeting; independent sessions held .
  • Ownership alignment: beneficial ownership materially exceeds guideline threshold; defers cash fees into stock under the 2005 Deferred Income Plan (alignment signal); periodic open market purchase in 2023 reinforces alignment (deferral) [SEC Form 4 purchase: https://www.sec.gov/Archives/edgar/data/906465/000090646523000034/0000906465-23-000034-index.htm].
  • Governance policies: anti‑hedging and anti‑pledging; Nasdaq‑compliant clawback for executives; related‑party transaction controls .
  • Investor support for pay program: 96% say‑on‑pay approval in 2024 .
• Watchpoints
  • Competitive context: Bates is CEO of Bank Midwest, a regional community bank operating in Iowa; QCRH also operates banks in Iowa (e.g., Cedar Rapids, Quad Cities), so overlapping geography warrants ongoing attention to conflicts management in competitive or transactional contexts. No related‑party transactions beyond ordinary‑course banking on market terms were disclosed; transactions with related parties are governed by formal policy and regulatory constraints .
  • Director equity for 2024 vested immediately (reduced retention feature), though ownership guidelines and fee deferrals help maintain alignment .

Additional Board/Committee Detail (for context)

Insider Trades (Detail)

Summary Signals for Investors

• Governance quality appears solid: independent status; risk oversight leadership; strong attendance; independent chair; robust policies (anti‑hedge/pledge; clawback) .
• Alignment: ownership above guideline; deferral of fees; periodic open-market buy; ongoing annual director equity grants (though immediate vesting reduces retention) (and SEC Form 4 link above).
• Conflicts: No related‑party transactions disclosed besides ordinary‑course banking at market terms; given overlapping Iowa footprint of her employer and QCRH’s subsidiaries, continued monitoring of recusal and competitive sensitivities is prudent .