DEF 14A of QCR Holdings Inc, Apr 8, 2024

DEF 14A of QCR Holdings Inc

Filed Apr 8, 2024 · FY20230001171843-24-001880

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Nominees and Continuing Directors

    Nominees and Continuing Directors Our directors are divided into three classes having staggered terms of three years. At the 2024 Annual Meeting, stockholders will be asked to elect four Class I directors for a term expiring in 2027. The Board of Directors has considered and nominated four of the incumbent directors to serve as Class I directors of QCR Holdings. We have no knowledge that any of the nominees will refuse to or be unable to serve, but if any of the nominees becomes unavailable for election, the holders of the proxies reserve the right to substitute another person of their choice as a nominee when voting at the meeting. Set forth below is information concerning the nominees for election and for each of the other persons whose terms of office will continue after the meeting, including age, year first elected as a director of QCR Holdings and all positions and offices held by the director with QCR Holdings. Directors are elected by a plurality of the votes of the shares present in person or by proxy and entitled to vote, and the four individuals receiving the highest number of votes cast “for” their election will be elected as Class I directors. Our Board of Directors unanimously recommends that you vote your shares “FOR” all of the nominees for directors.

  3. Nominees and Continuing Directors

    | Name – (Age) | Director Since | Positions with QCR Holdings and Subsidiaries | | | | NOMINEES | | CLASS I (Term Expires 2027) | | | | Mary Kay Bates – (Age 64) | 2018 | Director of QCR Holdings | | John-Paul E. Besong – (Age 70) | 2015 | Director of QCR Holdings | | Todd A. Gipple – (Age 60) | 2009 | President and Chief Financial Officer and Director of QCR Holdings; Director of Quad City Bank and Trust; Director of Guaranty Bank | | Donna J. Sorensen – (Age 74) | 2009 | Director of QCR Holdings | | Name - (Age) | Director Since | Positions with QCR Holdings and Subsidiaries | | | | CONTINUING DIRECTORS | | CLASS II (Term Expires 2025) | | | | Brent R. Cobb – (Age 48) | 2020 | Director of QCR Holdings; Director of Cedar Rapids Bank and Trust | | Larry J. Helling – (Age 68) | 2001 | Chief Executive Officer and Director of QCR Holdings; Chief Executive Officer and Director of Cedar Rapids Bank and Trust; Director of m2 Equipment Finance | | Mark C. Kilmer – (Age 65) | 2004 | Director of QCR Holdings; Chair of the board of directors and Director of Quad City Bank and Trust |

  4. Nominees and Continuing Directors

    | CLASS III (New Term Expires 2026) | | | | James M. Field – (Age 61) | 2019 | Vice Chair of the Board of Directors and Director of QCR Holdings; Director of Quad City Bank and Trust | | John F. Griesemer – (Age 56) | 2022 | Director of QCR Holdings; Director of Guaranty Bank | | Elizabeth S. Jacobs – (Age 67) | 2020 | Director of QCR Holdings; Director of Community State Bank | | Marie Z. Ziegler – (Age 66) | 2008 | Chair of the Board of Directors and Director of QCR Holdings; Director of Quad City Bank and Trust; Director of m2 Equipment Finance |

  5. Nominees and Continuing Directors

    All of our continuing directors and nominees will hold office for the terms indicated, or until their earlier death, resignation, removal, disqualification, or ineligibility due to exceeding age eligibility requirements (a person who has reached the age of 75 before the date of the 2024 Annual Meeting is not eligible for election to the Board of Directors), and until their respective successors are duly elected and qualified. Unless otherwise provided in their employment agreements, all of our executive officers hold office for a term of one year. Other than such employment agreements, there are no arrangements or understandings between any of the directors, executive officers, or any other person pursuant to which any of our directors or executive officers have been selected for their respective positions. Mr. Besong is director of United Fire Group, Inc., a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Prior to the merger of Guaranty Federal Bancshares with and into QCR Holdings, Mr. Griesemer served on the board of directors of Guaranty Federal Bancshares. No other nominee or continuing director has been a director of another company subject to the reporting requirements of the Exchange Act within the past five years.

  6. Our Executive Management Team

    Our Executive Management Team Our current executive officers, comprised of management officers and subsidiary bank leaders, are Larry J. Helling, Todd A. Gipple, both of whom are also directors of QCR Holdings, as well as John H. Anderson, Monte C. McNew, Reba K. Winter, Nicole “Niki” A. Lee, Kurt A. Gibson, and James D. Klein. Mr. Helling (age 68) was appointed Chief Executive Officer of QCR Holdings in May 2019, and he previously served as President and Chief Executive Officer of Cedar Rapids Bank and Trust since 2001. Mr. Gipple (age 60) was appointed President of QCR Holdings in May 2019, has served as Chief Financial Officer since 2008, and served as Chief Operating Officer from 2008 to 2023. He previously served as Executive Vice President and Chief Financial Officer since 2000. Mr. Anderson (age 59) has served as Chief Executive Officer of Quad City Bank and Trust since 2007. He previously served as President since May 2020 and Senior Vice President, Business Development since 1998. Mr. McNew (age 51) was appointed Chief Executive Officer of Guaranty Bank in April 2022. He previously served as Chief Executive Officer and President of Guaranty Bank (previously known as Springfield First Community Bank) since February 2021, as President since 2018, and as Executive Vice President, Commercial Lending since 2014. Ms. Winter (age 62) was appointed Chief Operating Officer of QCR Holdings in May 2023, and she previously served as Executive Vice President, Chief Information Officer since 2019. Ms. Lee (age 48) has served as Chief Human Resource Officer of QCR Holdings since May 2023. Mr. Gibson (age 56) has served as President and Chief Executive Officer of Community State Bank since 2018, and he previously served as President since 2017. Mr. Klein (age 50) has served as President of Cedar Rapids Bank & Trust since 2019, and he previously served as Chief Lending Officer since 2014 and Senior Vice President, Retail Banking since 2010.

  7. Objectives of Our Compensation Program

    | ● | Pay for performance; | | ● | Tie equity compensation to long-term value creation for our stockholders; | | ● | Align executives’ financial interests with those of our stockholders; | | ● | Support QCR Holdings’ values, strategy, and development of employees; | | ● | Foster a team approach among top executives; | | ● | Attract, retain, and align leaders capable of delivering superior business results; | | ● | Provide competitive cash compensation and benefit opportunities; | | ● | Adhere to the highest legal and ethical standards; and | | ● | Manage our compensation program in light of risks to the organization. |

  8. Elements of Compensation

    Elements of Compensation Our executive compensation program consists of several elements, each with an objective that fits into our overall compensation program. The following overview explains the structure and rationale of the elements of compensation used for 2023. Base Salary Cash salaries are intended to be competitive with the market and reflect the individual’s experience, performance, responsibilities, and contribution to QCR Holdings. The salaries are intended to offer each executive security and to allow QCR Holdings to maintain a stable management team and environment. The Compensation Committee reviews the salaries of the named executive officers annually. The Compensation Committee uses its own judgment, as well as its independent compensation consultant’s expertise, when determining the positioning of each executive’s salary compared to the competitive marketplace and also considers internal equity with other employees. Annual Cash Incentive Bonus Annual cash incentive bonuses are an important piece of total compensation for our named executive officers as they support and encourage the achievement of our business goals and strategies by tying a meaningful portion of cash compensation to financial results for the year as compared to internal and external standards. The Compensation Committee believes the named executive officers should have a significant portion of their total compensation packages contingent on annual performance, and therefore a significant portion of compensation is made available through an annual cash incentive bonus program. Maximum bonus opportunities are capped to discourage both excessive risk-taking and to avoid a focus on maximizing short-term results at the expense of long-term soundness. In addition, net income in excess of 25% of budgeted net income is required for any bonuses to be paid to our named executive officers. Under the program, the Compensation Committee established measurable goals for each named executive officer at the beginning of 2023. These goals focus primarily on net income and other financial performance measures. Following the Compensation Committee’s review of quantitative and qualitative analyses and calculations at the beginning of 2024, the Compensation Committee determined the amount of annual bonuses for the named executive officers for 2023, based upon the attainment of goals established in early 2023. Long-Term Stock Incentives Equity compensation is the other key element of compensation for our named executive officers. We use several types of long-term incentive awards to drive the creation of long-term value for our stockholders, to attract and retain executives capable of effectively executing our business strategies, and to structure compensation to account for the time horizons of risks. Our equity compensation practices support the achievement of many of our key compensation objectives, including:

  9. Elements of Compensation

    Equity Incentive Plans. Currently, all equity awards are made under our 2016 Equity Incentive Plan (the “2016 Equity Incentive Plan”), which our stockholders approved in 2016. Initially, 400,000 shares were authorized for issuance under the plan, in addition to shares remaining available for issuance under our prior equity plans. As of December 31, 2023, there were 55,554 remaining shares available for issuance. The 2016 Equity Incentive Plan provides for the issuance of nonqualified stock options, restricted stock, stock appreciation rights and other stock and cash-based awards. The 2016 Equity Incentive Plan allows for accelerated vesting of outstanding awards held by participants, including our named executive officers, in certain circumstances. Unless provided otherwise in the agreements setting forth the terms of the award, vesting will accelerate upon a “change in control” of QCR Holdings (as defined in the 2016 Equity Incentive Plan) if the awards are not assumed or otherwise equitably converted into comparable awards by the acquiring company. If the awards are assumed by the acquirer and a participant’s employment is terminated without “cause” or a participant resigns for “good reason,” the participant’s awards will become vested. This is what is known as a “double trigger” approach, as compared to a “single trigger” approach which provides for vesting solely upon a change in control (without a termination of employment). We use the double trigger approach for our equity awards because we believe it provides adequate employment protection while reducing, for the stockholders’ benefit, potential transaction costs associated with the awards. In addition, the award agreements generally provide that vesting will accelerate upon the participant’s disability or death. If the QCR Holdings, Inc. 2024 Equity Incentive Plan (the “2024 Equity Incentive Plan”) is approved by our shareholders at the 2024 Annual Meeting, the 2024 Equity Incentive Plan will replace the 2016 Equity Incentive Plan. See Proposal 4 for further information regarding the 2024 Equity Incentive Plan. Employee Stock Purchase Plan. The QCR Holdings 2022 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”), which our stockholders approved in 2022, is intended to qualify as an employee stock purchase plan under Code Section 423. The Employee Stock Purchase Plan allows employees of QCR Holdings and its subsidiaries to purchase shares of common stock. The purchase price for a share is 85% of the fair market value, as of the beginning of the Offering Period or the Purchase Date, whichever is lower, as defined in the Employee Stock Purchase Plan. Currently, the maximum percentage that any one participant can elect to contribute to the Employee Stock Purchase Plan for purchase of shares is 15% of compensation, up to a maximum of $21,250. During 2023, our employees purchased 35,058 shares under the Employee Stock Purchase Plan and the prior plan. As of December 31, 2023, there were 345,801 remaining shares available for issuance under the Employee Stock Purchase Plan. Employee Insurance Bonus Plan. For each named executive officer other than Mr. Gibson, the Employee Insurance Bonus Plan provides for the purchase of an individually owned life insurance policy and additional compensation to offset the cost of such policy. Benefits provided to our named executive officers under the Employee Insurance Bonus Plan are reflected in the All Other Compensation column of the Summary Compensation Table in this proxy statement. Retirement Benefits QCR Holdings 401(k)/Profit Sharing Plan. QCR Holdings sponsors a tax-qualified profit sharing plan qualified under Section 401(k) of the Code (the “401(k) Plan”). All employees are eligible to participate. Currently, pursuant to the 401(k) Plan, QCR Holdings matches 100% of the first 3% of an employee’s annual compensation deferred under the 401(k) Plan and 50% of the next 3% of an employee’s annual compensation deferred under the 401(k) Plan, up to a maximum of 4.5% of an employee’s annual compensation. Although QCR Holdings may make additional contributions to the 401(k) Plan at its discretion, which are allocated to the accounts of participants based on relative compensation, there were no discretionary contributions made to the 401(k) Plan for the 2023 plan year. Contributions under the 401(k) Plan for the benefit of our named executive officers are reflected in the All Other Compensation column of the Summary Compensation Table of this proxy statement. Deferred Compensation Non-Qualified Supplemental Executive Retirement Program. QCR Holdings maintains a Non-Qualified Supplemental Executive Retirement Plan (“SERP”) for certain of the named executive officers, including Messrs. Helling, Gipple and Anderson. The Compensation Committee believes the SERP is an important component of compensation that helps maintain a stable, committed and qualified team of key executives while also protecting QCR Holdings and our stockholders through certain retention and non-competition provisions. Under their SERP agreements, Messrs. Helling and Gipple will receive a supplemental retirement benefit in an annual pre-tax amount equal to 2.5% for each year of credited full-time service prior to attainment of age 65 (not to exceed 40 years), multiplied by the executive’s average annual base salary plus cash bonus for the three most recently completed plan years prior to retirement, subject to a maximum of 70% of average compensation. The retirement benefit will be reduced by any contributions made by QCR Holdings, plus earnings under the 401(k) Plan and other deferred compensation plans. Each executive is eligible for the SERP benefit if he retires after attaining age 55 with at least 10 years of service. Both Mr. Helling and Mr. Gipple have attained the age of 55 and have at least 10 years of service. Assuming the executives retire on December 31, 2023 and based on salaries and cash bonuses paid for 2023, we estimate that we will owe the following annual amounts upon their respective retirements: Mr. Helling, $309,980; and Mr. Gipple, $343,110. Under his SERP agreement, Mr. Anderson will receive a SERP benefit that varies depending upon the executive’s age at retirement, ranging from $20,000 per year following a retirement after attainment of age 55 but before attainment of age 56, to $84,000 per year following a retirement on or after attainment of 65. These SERP benefits will generally be paid in 180 monthly installments. The SERP agreements also provide for the payment of a survivor’s benefit to the executive’s beneficiary upon the executive’s death. Non-Qualified Deferred Compensation Plan Agreements. QCR Holdings has entered into non-qualified deferred compensation plan agreements with certain of the named executive officers. These plan agreements enable executives to save for retirement by deferring a portion of their annual salaries and bonuses under a voluntary, non-qualified deferred compensation plan. QCR Holdings matches these deferrals up to certain maximum amounts, and interest is earned at the prime rate subject to certain floor and cap rates, as follows:

  10. Elements of Compensation

    The participating executives will receive their existing account balances upon a termination in connection with a change in control. The agreements also provide for the payment of a survivor’s benefit to the executive’s beneficiary upon the executive’s death. Consistent with Code requirements, the SERP and non-qualified deferred compensation plan agreements are “unfunded” general contractual obligations of QCR Holdings subject to the claims of our creditors. If QCR Holdings were to become insolvent, the participants would be unsecured general creditors of QCR Holdings. The Compensation Committee believes this form of “at risk” compensation helps align the interests of plan participants with the long-term interests of QCR Holdings, its debt holders and its stockholders. Deferred Income Plans. Stockholders approved the 1997 Deferred Income Plan and the 2005 Deferred Income Plan to enable directors and selected key officers of QCR Holdings and its related companies, to elect to defer all or a portion of the fees and cash compensation payable to them for their service as directors or employees. The plans purchase shares of QCR Holdings common stock at market value, which are held in a rabbi trust associated with the plans. Messrs. Helling and Gipple were participants in the 1997 plan until 2005. Perquisites and Other Benefits The named executive officers participate in QCR Holdings’ broad-based employee benefit plans, such as medical, dental, disability and life insurance programs (except as described below), generally under the same terms as other eligible employees. Each named executive officer receives an automobile allowance. Messrs. Anderson, Gibson, and McNew receive payments for a country club membership to foster customer relationships. Messrs. Helling, Gipple, and Anderson also receive an executive health physical benefit. In addition, QCR Holdings pays for tax planning and preparation services for Messrs. Helling and Gipple. Further, QCR Holdings and its subsidiaries provide for the purchase of individually owned life insurance policies for each named executive officer other than Mr. Gibson under the Employee Insurance Bonus Plan (as described further above). The value of the perquisites provided by or paid for by QCR Holdings is reflected in the All Other Compensation column of the Summary Compensation Table in this proxy statement and is generally comparable to perquisites offered at other bank holding companies. Employment Agreements We have employment agreements with each of our named executive officers. We believe employment agreements help us recruit and retain executives with the experience, skills, knowledge, and background needed to achieve our business goals and strategy and also provide certain protections to QCR Holdings and our stockholders by including confidentiality, non-competition, and non-solicitation covenants. The employment agreements are discussed beginning on page 40 of this proxy statement under the heading Potential Payments upon Termination or Change in Control.

  11. Compensation Process

    Consulting Assistance Under its charter, the Compensation Committee has the authority to retain its own compensation consultants. Since June 2015, the Compensation Committee has retained Frederic W. Cook & Co., Inc. (“FWC”) as its compensation consultant to provide it with independent analysis and advice about executive compensation-related matters, including a review of the compensation program actions recommended by management, reviewing the chosen peer group for competitive comparisons and advising it on best practices and ideas for board governance of executive compensation. FWC reports directly to the Compensation Committee, and management has not retained its own compensation consultant. The Compensation Committee has conducted an inquiry and assessment with respect to FWC, including the factors relating to independence specified in Nasdaq listing requirements, and determined that it is independent of management and has no conflicts of interest in acting as a compensation consultant to the Compensation Committee. Role of Executive Officers As requested by the Compensation Committee, select members of management facilitate the Committee’s consideration of compensation for our named executive officers by providing information for the Committee’s review. Mr. Helling provides background and recommendations with respect to each of the other named executive officers. Mr. Helling is not present for the discussion or determination of his compensation. Information considered by the Compensation Committee includes, among other items, financial results and analysis, performance evaluations, compensation provided to our named executive officers, technical and regulatory considerations, and input on program design and possible modifications. Peer Group Market pay levels and practices are one of many factors we consider in setting executive pay levels and designing the compensation program. Information on pay levels and practices is gathered for a group of publicly traded companies selected based on their business focus, scope and location of operations, size and other considerations. The Compensation Committee reviews and evaluates the membership of the peer group on an annual basis. For 2023, after substantial review and consideration, the Compensation Committee approved a peer group of 17 financial institutions listed below.

  12. Analysis of 2023 Compensation

    Annual Incentive Bonus On an annual basis, the Compensation Committee approves targets applicable to annual incentive bonus awards for our named executive officers. At the beginning of 2023, the Compensation Committee set threshold, target and maximum award opportunities as a percentage of salary for each of our named executive officers based on that individual’s position and competitive market data for similar positions. The 2023 awards for our named executive officers were contingent primarily on performance relative to goals for net income and other financial performance measures and objectives aligned with those of QCR Holdings’ stockholders. The performance criteria were weighted to reflect QCR Holdings’ strategic objectives. The Compensation Committee also has the discretion to include individual performance goals for the named executive officers, including entity-level goals for subsidiaries within their oversight, consistent with QCR Holdings’ 2023 strategic objectives and their specific roles. For 2023 earned annual incentive bonuses, corporate goals were weighted 100%. As noted above, our named executive officers would not have been eligible to receive an annual incentive bonus had QCR Holdings’ net income not exceeded 25% of budgeted net income. For 2023, threshold, target and maximum annual incentive bonus levels were as follows (stated as a percentage of base salary):

  13. Analysis of 2023 Compensation

    | Corporate Goals | Goal Weight | Threshold | Target | Maximum | Actual | | QCR Holdings bonus-adjusted net income | 80% | $101.0M | $112.2M | $117.8M | $114.1M | | QCR Holdings NPAs to total assets | 20% | 1.00% | .75% | .50% | .40% |

  14. Analysis of 2023 Compensation

    | Corporate Goals | Goal Weight | Threshold | Target | Maximum | Actual | | QCR Holdings bonus-adjusted net income | 30% | $101.0M | $112.2M | $117.8M | $114.1M | | Quad City Bank and Trust net income | 25% | $24.8M | $27.5M | $28.9M | $21.8M | | Quad City Bank and Trust core loan growth | 10% | $8.9M | $26.8M | $44.6M | $76.7M | | Quad City Bank and Trust core deposit growth | 15% | $51.1M | $119.3M | $170.5M | $212.6M | | Quad City Bank and Trust noninterest income | 10% | $11.9M | $14.0M | $15.4M | $15.3M | | Quad City Bank and Trust NPAs to total assets | 10% | 1.00% | .75% | .50% | .06% |

  15. Analysis of 2023 Compensation

    | Corporate Goals | Goal Weight | Threshold | Target | Maximum | Actual | | QCR Holdings bonus-adjusted net income | 30% | $101.0M | $112.2M | $117.8M | $114.1M | | Community State Bank net income | 25% | $15.1M | $16.8M | $17.6M | $18.2M | | Community State Bank core loan growth | 10% | $5.8M | $17.5M | $29.1M | $80.7M | | Community State Bank core deposit growth | 15% | $30.9M | $72.2M | $103.1M | $73.9M | | Community State Bank noninterest income | 10% | $4.8M | $5.7M | $6.3M | $5.2M | | Community State Bank NPAs to total assets | 10% | 1.00% | .75% | .50% | 0.16% |

  16. Analysis of 2023 Compensation

    | Corporate Goals | Goal Weight | Threshold | Target | Maximum | Actual | | QCR Holdings bonus-adjusted net income | 30% | $101.0M | $112.2M | $117.8M | $114.1M | | Guaranty Bank net income | 25% | $23.2M | $25.8M | $27.1M | $25.3M | | Guaranty Bank core loan growth | 10% | $13.1M | $39.3M | $65.6M | $0.0M | | Guaranty Bank core deposit growth | 15% | $46.6M | $108.7M | $155.3M | $112.0M | | Guaranty Bank noninterest income | 10% | $11.4M | $13.4M | $14.8M | $17.9M | | Guaranty Bank NPAs to total assets | 10% | 1.00% | .75% | .50% | 0.36% |

  17. Analysis of 2023 Compensation

    Long-Term Stock Incentives For 2023, the Compensation Committee targeted equity award values between 16% and 40% of salary for each named executive officer. The table below reflects the target awards and the actual grants awarded in March 2024 based upon the executive’s performance in 2023. Actual awards were granted in the form of restricted stock units subject to a four-year vesting schedule, with equal portions vesting on each anniversary of the grant date.

  18. Analysis of 2023 Compensation

    | | 2023 Performance-Based Equity Incentive Plan (Grant Value of Restricted Stock Unit Awards as a Percentage of Salary) | | | Executive | 2023 Target | 2023 Award | | Larry J. Helling | 40.0% | 49.3% | | Todd A. Gipple | 35.0% | 43.1% | | John H. Anderson | 30.0% | 30.6% | | Kurt A. Gibson | 16.0% | 20.0% | | Monte C. McNew | 16.0% | 16.5% |

  19. Regulatory Considerations

    Regulatory Considerations As a publicly traded bank holding company and financial institution, QCR Holdings must comply with multiple layers of regulations when considering and implementing compensation decisions. Although these regulations do not set specific parameters within which compensation decisions must be made, they do require QCR Holdings and the Compensation Committee be mindful of the risks associated with a compensation program designed to incentivize superior performance. The Compensation Committee believes that its regular, overall assessment of the compensation plans, program and arrangements established for the named executive officers includes a sensible, responsible approach toward balancing risks and rewarding reasonable, but not necessarily easily attainable, goals. The Compensation Committee also believes that QCR Holdings has adequate policies and procedures in place to balance and control any risk-taking that may be incentivized by the employee compensation plans. The Compensation Committee further believes that such policies and procedures will work to limit the risk that any employee would manipulate reported earnings in an effort to enhance his or her compensation. When making decisions about executive compensation, in addition to the above, we also consider the impact of other regulatory provisions, including: Code Section 162(m) as in effect for 2023, which may limit the tax deductibility of certain compensation; Code Section 409A, regarding nonqualified deferred compensation; and Code Sections 4999 and 280G, regarding excise taxes and deduction limitations on golden parachute payments made in connection with a change in control. We also consider how various elements of compensation will impact our financial results. For example, we consider the impact of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, which requires us to recognize the compensation cost of grants of equity awards based upon the grant date fair value of those awards.

  20. Summary Compensation Table

    Summary Compensation Table The table below sets forth the following information for the years ended December 31, 2023, 2022 and 2021: (i) the dollar value of base salary earned; (ii) the aggregate grant date fair value of stock awards granted; (iii) the dollar value of awards granted under non-equity incentive plans; (iv) above-market earnings on nonqualified deferred compensation and increase in pension value; (v) all other compensation; and (vi) the dollar value of total compensation.

  21. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(2) | All Other Compensation ($)(3) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (g) | (h) | (i) | (j) | | Larry J. Helling, CEO of Cedar Rapids Bank & QCR Holdings | 2023 2022 2021 | $437,739 $416,894 $363,297 | -- -- -- | $303,489 $294,582 $286,937 | $485,263 $515,315 $495,307 | $500,083 $561,512 $725,382 | $72,009 $66,814 $68,218 | $1,798,583 $1,855,117 $1,939,141 | | Todd A. Gipple, President and CFO | 2023 2022 2021 | $369,365 $354,307 $337,340 | -- -- -- | $200,063 $238,391 $232,151 | $363,970 $389,291 $408,816 | $237,882 $561,489 $550,161 | $58,224 $52,749 $52,124 | $1,229,504 $1,596,227 $1,580,592 | | John H. Anderson, CEO of Quad City Bank | 2023 2022 2021 | $284,783 $272,520 $259,469 | -- -- -- | $131,359 $119,183 $138,745 | $145,320 $179,216 $158,949 | $61,285 $55,374 $49,935 | $57,379 $52,803 $53,276 | $680,126 $679,096 $660,374 | | Kurt A. Gibson, President & CEO of Community State Bank (4) | 2023 2022 | $234,077 $224,534 | -- -- | $47,659 $47,890 | $131,543 $134,171 | -- -- | $35,179 $33,829 | $448,458 $440,424 | | Monte C. McNew, CEO of Guaranty Bank | 2023 2022 2021 | $265,412 $254,592 $242,400 | -- -- -- | $44,194 $50,315 $100,041 | $122,897 $110,534 $110,168 | -- -- -- | $52,201 $56,857 $39,781 | $484,704 $472,298 $492,390 |

  22. Summary Compensation Table

    | (1) Pursuant to Securities and Exchange Commission reporting requirements, we report the grant date fair value of each award calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating these amounts are set forth in Note 17 of our Annual Report on Form 10-K for the year ended December 31, 2023. For awards of restricted stock and restricted stock units, the fair market value per share is equal to the closing price of our stock on the date of the grant. Performance awards are valued assuming maximum attainment, the probable outcome at the time of grant. |

  23. Summary Compensation Table

    | (2) The amounts reflected in this column include both an increase in the actuarial present value of the executive’s benefit under his SERP as well as “above-market earnings” under the deferred compensation arrangement. The amount of above-market earnings is determined in accordance with, and for purposes of, proxy disclosure rules only (generally over 120% of the applicable federal long-term rate). The portion of the amount reflected that is attributable to above-market earnings for Mr. Helling is, for 2023 equal to $28,145, for 2022 equal to $24,996 and for 2021 equal to $21,996. Neither Mr. Gipple nor Mr. Anderson had above-market earnings as determined for purposes of proxy disclosure rules. | | (3) “All Other Compensation” for the named executive officers during 2023 is summarized below. |

  24. Summary Compensation Table

    | Name | Employer 401(k) Plan Contribution | Tax Planning Reimbursement | Car Allowance | Employer Deferred Compensation Contribution | Life Insurance Benefit | Executive Health Physical | Country Club Membership | | Larry J. Helling | $14,850 | $2,258 | $6,000 | $25,000 | $19,701 | $4,200 | -- | | Todd A. Gipple | $14,850 | $875 | $8,000 | $20,000 | $10,299 | $4,200 | -- | | John H. Anderson | $14,850 | -- | $6,000 | $10,000 | $7,164 | $3,137 | $16,228 | | Kurt A. Gibson | $14,850 | -- | $6,000 | $10,000 | -- | -- | $4,329 | | Monte C. McNew | $14,850 | -- | $6,000 | $10,000 | $18,631 | -- | $2,720 |

  25. Summary Compensation Table

    | (4) Mr. Gibson was not a named executive officer in 2021. |

  26. Grant of Plan-Based Awards

    Grant of Plan-Based Awards The following table provides information on non-equity incentive plan awards and equity awards made to our named executive officers during 2023. The non-equity incentive plan awards were made under the annual cash incentive bonus program and the equity awards were made under our Equity Incentive Plan, each of which is described in our CD&A.

  27. Grant of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: # of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (l) | | Larry J. Helling | 1/1/23 3/1/23 | -- -- $196,982 | -- -- $393,965 | -- -- $590,947 | -- -- -- | 1,881 -- -- | -- -- -- | -- 4,296 -- | $74,469 $229,020 -- | | Todd A. Gipple | 1/1/23 3/1/23 | -- -- $147,746 | -- -- $295,492 | -- -- $443,238 | -- -- -- | 753 -- -- | -- -- -- | -- 3,194 -- | $29,791 $170,272 -- | | John H. Anderson | 1/1/23 3/1/23 | -- -- $71,196 | -- -- $142,392 | -- -- $213,587 | -- -- -- | 602 -- -- | -- -- -- | -- 2,017 -- | $23,833 $107,526 -- | | Kurt A. Gibson | 3/1/23 | -- $52,667 | -- $105,335 | -- $158,002 | -- -- | -- -- | -- -- | 894 -- | $47,659 -- | | Monte C. McNew | 3/1/23 | -- $59,718 | -- $119,436 | -- $179,153 | -- -- | -- -- | -- -- | 829 -- | $44,194 -- |

  28. Grant of Plan-Based Awards

    | (1) The amounts set forth in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” columns reflect the threshold, target and maximum payouts for performance under the annual cash incentive bonus program as described in the section titled “Annual Cash Incentive Bonus” in the CD&A. The amount earned by each named executive officer for 2023 performance is included in the Summary Compensation Table in the column titled “Non-Equity Incentive Plan Compensation.” | | (2) The amounts set forth reflect 2023 tranches of performance awards to Messrs. Helling, Gipple and Anderson in connection with their employment agreements. The awards are described in the CD&A above under the heading Long-Term Stock Incentives, while the employment agreements are described below under the heading Potential Payments upon Termination or Change in Control. |

  29. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information on outstanding equity awards held by the individuals named in the Summary Compensation Table on December 31, 2023, including the number of shares underlying exercisable and unexercisable portions of each stock option award as well as the exercise price and the expiration date of each outstanding option. The options expire 10 years from the date of grant and vest in four equal annual portions beginning one year from the date of grant. The stock awards are either restricted stock or restricted stock units. The market value of stock awards is based on our closing stock price on December 29, 2023 (the last trading day of the year), which was $58.39.

  30. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | | (a) | (b) | (c) | (e) | (f) | (g) | (h) | (i) | (j) | | Larry J. Helling | 8,112 6,715 8,390 3,072 -- -- -- -- | -- -- -- -- -- -- -- -- | $17.10 $17.49 $22.64 $42.75 -- -- -- -- | 2/3/2024 2/2/2025 2/1/2026 3/9/2027 -- -- -- -- | -- -- -- -- 1,312(2) 2,436(3) 3,064(4) 4,296(5) | -- -- -- -- $76,608 $142,238 $178,907 $250,843 | -- -- -- -- -- -- -- -- | -- -- -- -- -- -- -- -- | | Todd A. Gipple | 6,791 8,857 8,590 4,271 -- -- -- -- -- -- | -- -- -- -- -- -- -- -- -- -- | $17.10 $17.49 $22.64 $42.75 -- -- -- -- -- -- | 2/3/2024 2/2/2025 2/1/2026 3/9/2027 -- -- -- -- -- -- | -- -- -- -- 2,256(1) 1,066(2) 1,978(3) 2,490(4) 3,194(5) -- | -- -- -- -- $131,728 $62,244 $115,495 $145,391 $186,498 -- | -- -- -- -- -- -- -- -- -- 752(1) | -- -- -- -- -- -- -- -- -- $37,329 | | John H. Anderson | -- -- -- -- -- -- | -- -- -- -- -- -- | -- -- -- -- -- -- | -- -- -- -- -- -- | 601(1) 703(2) 1,317(3) 1,327(4) 2,017(5) -- | $35,092 $41,048 $76,900 $77,484 $117,773 -- | -- -- -- -- -- 602(1) | -- -- -- -- -- $29,883 | | Kurt A. Gibson | -- -- -- -- | -- -- -- -- | -- -- -- -- | -- -- -- -- | 308(2) 578(3) 666(4) 894(5) | $17,984 $33,749 $38,888 $52,201 | -- -- -- -- | -- -- -- -- | | Monte C. McNew | -- -- -- | -- -- -- | -- -- -- | -- -- -- | 1,146(3) 700(5) 829(5) | $66,915 $40,873 $48,405 | -- -- -- | -- -- -- |

  31. Outstanding Equity Awards at Fiscal Year-End

    | (1) Unvested restricted stock and performance units were granted on January 14, 2019. With respect to Mr. Gipple, the units vest in three 20% portions beginning January 1, 2020 and four 10% portions beginning on January 1, 2023. With respect to Mr. Anderson, the units vest in five equal annual portions beginning January 1, 2020. | | (2) Unvested stock units were granted on March 2, 2020 and vest in four equal annual portions beginning March 1, 2021. | | (3) Unvested stock units were granted on March 1, 2021 and vest in four equal annual portions beginning March 1, 2022. | | (4) Unvested stock units were granted on March 1, 2022 and vest in four equal annual portions beginning March 1, 2023. | | (5) Unvested stock units were granted on March 1, 2023 and vest in four equal annual portions beginning March 1, 2024. |

  32. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table sets forth information for each of the individuals named in the Summary Compensation Table regarding stock option exercises and vesting of stock awards during 2023.

  33. Option Exercises and Stock Vested in 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | (a) | (b) | (c) | (d) | (e) | | Larry J. Helling | 10,002 | $300,692 | 8,168 | $421,331(1) | | Todd A. Gipple | 7,006 | $240,937 | 5,146 | $268,561(1) | | John H. Anderson | 1,389 | $15,140 | 3,324 | $172,622(1) | | Kurt A. Gibson | 0 | $0 | 1,054 | $56,118 | | Monte C. McNew | 0 | $0 | 808 | $43,074 |

  34. Option Exercises and Stock Vested in 2023

    | (1) The entire value of vested stock realized was paid in cash. |

  35. Pension Benefits

    Pension Benefits The following table sets forth the present value of accumulated benefits payable to each of the individuals named in the Summary Compensation Table, including the number of years of service credited to each under the SERP determined using interest rate and mortality rate assumptions consistent with those used in our financial statements. Information regarding the SERP can be found under the heading “Non-Qualified Supplemental Executive Retirement Program” on page 26.

  36. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation

  37. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in 2023(1) ($) | Registrant Contributions in 2023(2) ($) | Aggregate Earnings in 2023(3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance as of 12/31/23(4) ($) | | (a) | (b) | (c) | (d) | (e) | (f) | | Larry J. Helling | $50,000 | $25,000 | $156,558 | -- | $2,031,123 | | Todd A. Gipple | $20,000 | $20,000 | $103,114 | -- | $1,336,980 | | John H. Anderson | $40,000 | $10,000 | $40,383 | -- | $567,355 | | Kurt A. Gibson | $10,000 | $10,000 | $8,599 | -- | $119,138 | | Monte C. McNew | $24,324 | $10,000 | $3,807 | -- | $61,371 |

  38. Non-Qualified Deferred Compensation

    | (1) All amounts included are reflected in the Summary Compensation Table under the Salary column. | | (2) All amounts included are reflected in the Summary Compensation Table under the All Other Compensation column. | | (3) Includes the following amounts reflected in the Summary Compensation Table under the Change in Pension Value and Nonqualified Deferred Compensation Earnings column as above-market earnings: Mr. Helling, $28,145; Mr. Gipple, $0; Mr. Anderson, $0; Mr. Gibson; and Mr. McNew, $0. | | (4) Includes the following amounts that were previously reported as compensation to the named executive officers in the Summary Compensation Table for years prior to 2023: Mr. Helling, $1,009,025; Mr. Gipple, $808,549; Mr. Anderson, $248,854; Mr. Gibson, $20,000; and Mr. McNew, $20,000. |

  39. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following table sets forth the estimated amount of compensation payable to each of our named executive officers, as provided under the agreements and arrangements described in the CD&A, upon termination of such officer’s employment in the event of (1) termination by QCR Holdings without cause other than in connection with a change in control, (2) termination by QCR Holdings without cause or by the officer, in each case in connection with a change in control, and (3) the officer’s disability. The amounts shown assume that the termination was effective as of the last business day of the fiscal year ended December 31, 2023 and that the price of QCR Holdings stock as of termination was the closing price of $58.39 on December 29, 2023 (the last trading day of the year). The actual amounts to be paid can be determined only following the named executive officer’s termination. We do not provide any benefits to our named executive officers solely as a result of a change in control.

  40. Potential Payments upon Termination or Change in Control

    | Name | Benefit | Involuntary Termination (not in connection with a Change in Control)(1) | Involuntary Termination (in Connection with a Change in Control)(1) | Disability | | Larry J. | Salary | $437,739 | $875,478 | $291,841(2) | | Helling | Bonus | -- | $970,526 | $332,436 | | | Stock award acceleration | -- | $648,896(5) | -- | | | Health insurance | $20,115 | $20,115 | -- | | Todd A. | Salary | $369,365 | $738,730 | $246,256(2) | | Gipple | Bonus | -- | $727,940 | $258,252 | | | Stock award acceleration | -- | $678,685(5) | -- | | | Health insurance | $30,493 | $30,493 | -- | | John H. | Salary | $284,783 | $569,566 | $170,870(3) | | Anderson | Bonus | -- | $290,640 | $96,697 | | | Stock award acceleration | -- | $378,180(5) | -- | | | Health insurance | $10,486 | $10,486 | -- | | Kurt A. | Salary | $117,039 | $351,116 | $154,491(4) | | Gibson | Bonus | $66,748 | $200,244 | $88,107 | | | Stock award acceleration | -- | $142,822(5) | -- | | Monte C. | Salary | $530,824 | $530,824 | $175,172(4) | | McNew | Bonus | $229,066 | $229,066 | $75,592 | | | Stock award acceleration | -- | $156,193(5) | -- | | | Health insurance | $43,153 | $43,153 | -- |

  41. Potential Payments upon Termination or Change in Control

    | (1) Involuntary Termination includes a termination by the Company without Cause or by the named executive officer for Good Reason, as defined in the applicable employment agreements. | | (2) In the event of disability during the employment term, payments based upon then current annual salary and the average annual bonus shall continue thereafter through the last day of the one (1) year period beginning on the date of disability, after which time employment shall terminate. Payments made in the event of disability shall be equal to 66-2/3% of salary and the average annual bonus, less any amounts received under short or long-term disability programs, as applicable. The above amounts do not reflect the offset of disability insurance benefits. | | (3) In the event of disability during the employment term, payments based upon then current annual salary and the average annual bonus shall continue thereafter through the last day of the one (1) year period beginning on the date of disability, after which time employment shall terminate. Payments made in the event of disability shall be equal to 60% of salary and the average annual bonus, less any amounts received under short or long-term disability programs, as applicable. The above amounts do not reflect the offset of disability insurance benefits. | | (4) In the event of disability during the employment term, payments based upon then current annual salary and the average annual bonus shall continue thereafter through the last day of the one (1) year period beginning on the date of disability, after which time employment shall terminate. Payments made in the event of disability shall be equal to 66% of salary and the average annual bonus, less any amounts received under short or long-term disability programs, as applicable. The above amounts do not reflect the offset of disability insurance benefits. | | (5) In the event of a change in control, all outstanding restricted stock and restricted stock unit awards shall become immediately and fully vested, exercisable and unrestricted, if they are not assumed by the resulting entity or if the executive is terminated by the resulting entity without cause or resigns for good reason. This represents the value of unvested stock awards on December 31, 2023. This amount also represents the value of unvested stock awards which would vest upon the Executive’s death. |

  42. Potential Payments upon Termination or Change in Control

    Mr. Larry J. Helling’s Employment Agreement In November 2018, we entered into a new employment agreement with Mr. Helling, which became effective in 2019. The agreement had an initial term through December 31, 2021 and automatically extends for an additional year on January 1, 2022 and each January 1st thereafter, unless either party gives at least 90 days’ prior notice that the employment period will not be extended. The employment agreement provides for annual base salary of $350,000, subject to annual review and increase at the discretion of the Board of Directors. The agreement provides that Mr. Helling is eligible to receive a performance-based annual incentive bonus with a target opportunity of 90% of his annual base salary and an annual equity grant with a target opportunity of 40% of his annual base salary. The agreement also provides Mr. Helling with a one-time grant of restricted stock units with an intended grant date fair market value of $500,000 and vests in approximately equal installments on January 1 in each of years 2020 through 2023. Fifty percent of the award is subject to a performance threshold determined by the Board of Directors. In addition, Mr. Helling is entitled to participate in any other incentive or employee benefit plans. The agreement also provides for severance benefits in the event the executive’s employment is terminated other than for cause and other than as a result of the executive’s death or disability, or if the employment is terminated by the executive for good reason (“Termination”). For a Termination during the term of the employment agreement that is not in connection with a change in control, Mr. Helling would be entitled to receive an amount equal to 100% of his base salary. For a Termination in connection with a change in control, Mr. Helling would be entitled to receive a lump sum equal to 200% of his base salary plus his cash incentive for the most recently completed fiscal year. In the event of a Termination, Mr. Helling and his eligible dependents would also be entitled to continued coverage under the medical and dental plans for up to 18 months. Further, the agreement provides a disability benefit of up to 66% of Mr. Helling’s base salary and average annual bonus for a period of one year following a termination of employment due to disability. All severance benefits are contingent upon the executive’s execution and nonrevocation of a general release and waiver of claims against QCR Holdings. The agreement is subject to certain banking regulatory provisions and provides for an automatic reduction of severance payments if the reduction would result in a better net-after-tax result for the respective executive after taking into account the impact of the golden parachute payment restrictions of Sections 280G and 4999 of the Code. The employment agreement contains restrictive covenants prohibiting the unauthorized disclosure of confidential information of QCR Holdings by him during and after his employment with us, and he is subject to non-compete and non-solicitation provisions for two years following the termination of his employment. Mr. Todd A. Gipple’s Employment Agreement In November 2018, we entered into a new employment agreement with Mr. Gipple, which became effective in 2019. The agreement had an initial term through December 31, 2021 and automatically extends for an additional year on January 1, 2022 and each January 1st thereafter, unless either party gives at least 90 days’ prior notice that the employment period will not be extended. The employment agreement provides for annual base salary of $325,000, subject to annual review and increase at the discretion of the Board of Directors. The agreement provides that Mr. Gipple is eligible to receive a performance-based annual incentive bonus with a target opportunity of 80% of his annual base salary and an annual equity grant with a target opportunity of 35% of his annual base salary. The agreement also provides Mr. Gipple with a one-time grant of restricted stock units with an intended grant date fair market value of $500,000 and vests 20% on January 1 in each of years 2020 through 2022 and an additional 10% on January 1 in each of 2023 through 2026. Fifty percent of the award is subject to a performance threshold determined by the Board of Directors. In addition, Mr. Gipple is entitled to participate in any other incentive or employee benefit plans. The agreement also provides for severance benefits in the event of the executive’s Termination. For a Termination during the term of the employment agreement that is not in connection with a change in control, Mr. Gipple would be entitled to receive an amount equal to 100% of his base salary. For a Termination in connection with a change in control, Mr. Gipple would be entitled to receive a lump sum equal to 200% of his base salary plus his cash incentive for the most recently completed fiscal year. In the event of a Termination, Mr. Gipple and his eligible dependents would also be entitled to continued coverage under the medical and dental plans for up to 18 months. Further, the agreement provides a disability benefit of up to 66% of Mr. Gipple’s base salary and average annual bonus for a period of one year following a termination of employment due to disability. All severance benefits are contingent upon the executive’s execution and nonrevocation of a general release and waiver of claims against QCR Holdings. The agreement is subject to certain banking regulatory provisions and provides for an automatic reduction of severance payments if the reduction would result in a better net-after-tax result for the respective executive after taking into account the impact of the golden parachute payment restrictions of Sections 280G and 4999 of the Code. The employment agreement contains restrictive covenants prohibiting the unauthorized disclosure of confidential information of QCR Holdings by him during and after his employment with us, and he is subject to non-compete and non-solicitation provisions for two years following the termination of his employment. Mr. John H. Anderson’s Employment Agreement In January 2019, we entered into a new employment agreement with Mr. Anderson. The agreement had an initial term through December 31, 2021 and automatically extends for an additional year on January 1, 2022 and each January 1st thereafter, unless either party gives at least 90 days’ prior notice that the employment period will not be extended. The employment agreement provides for annual base salary of $250,000, subject to annual review and increase at the discretion of the Board of Directors. The agreement provides that Mr. Anderson is eligible to receive a performance-based annual incentive bonus with a target opportunity of 50% of his annual base salary and an annual equity grant with a target opportunity of 30% of his annual base salary. The agreement also provides Mr. Anderson with a one-time grant of restricted stock units with an intended grant date fair market value of $250,000 and vests in approximately equal installments on January 1 in each of years 2020 through 2024. Fifty percent of the award will further be subject to a performance threshold as will be determined by the Board of Directors. In addition, Mr. Anderson is entitled to participate in any other incentive or employee benefit plans.

  43. Potential Payments upon Termination or Change in Control

    The agreement also provides for severance benefits in the event of the executive’s Termination. For a Termination during the term of the employment agreement that is not in connection with a change in control, Mr. Anderson would be entitled to receive an amount equal to 100% of his base salary. For a Termination in connection with a change in control, Mr. Anderson would be entitled to receive a lump sum equal to 200% of his base salary plus his cash incentive for the most recently completed fiscal year. In the event of a Termination, Mr. Anderson and his eligible dependents would also be entitled to continued coverage under the medical and dental plans for up to 18 months. Further, the agreement also provides a disability benefit of up to 60% of Mr. Anderson’s base salary and average annual bonus for a period of one year following a termination of employment due to disability. All severance benefits are contingent upon the executive’s execution and nonrevocation of a general release and waiver of claims against QCR Holdings. The agreement is subject to certain banking regulatory provisions and provides for an automatic reduction of severance payments if the reduction would result in a better net-after-tax result for the respective executive after taking into account the impact of the golden parachute payment restrictions of Sections 280G and 4999 of the Code. The employment agreement contains restrictive covenants prohibiting the unauthorized disclosure of confidential information of QCR Holdings by him during and after his employment with us, and he is subject to non-compete and non-solicitation provisions for two years following the termination of his employment. Mr. Kurt A. Gibson’s Employment Agreement In October 2017, we entered into an employment agreement with Mr. Gibson. The agreement had an initial term through December 31, 2018, and, in the absence of notice from either party to the contrary, the employment term extends for one additional year on each anniversary of the agreement. The agreement provides a disability benefit of up to 66% of Mr. Gibson’s base salary and average annual bonus for a period of one year following a termination of employment due to disability. The agreement further provides for severance compensation equal to one-half of his then-current annual salary and average annual bonus in the event Mr. Gibson is terminated without cause; and one and one-half times the sum of his annual salary and average annual bonus if he is terminated within one year following a change in control. Under the agreement, Mr. Gibson is subject to non-compete and non-solicitation provisions for two years following the termination of his employment. Mr. Monte C. McNew’s Employment Agreement In April 2018, we entered into an employment agreement with Mr. McNew. The agreement had an initial term through December 31, 2020, and, in the absence of notice from either party to the contrary, the employment term extends for one additional year on each anniversary of the agreement. The agreement provides a disability benefit of up to 66% of Mr. McNew’s base salary and average annual bonus for a period of one year following a termination of employment due to disability. The agreement also provides for severance benefits in the event Mr. McNew’s employment is terminated other than for cause and other than as a result of the executive’s death or disability, or if the employment is terminated by Mr. McNew for good reason. Mr. McNew’s severance benefit is an amount equal to 200% of his base salary and average annual bonus if he is terminated without cause or terminates the agreement for good reason, plus eighteen months of continued health insurance, and he is entitled to the same amount in a lump sum if he is terminated within two years following a change in control. Under the agreement, Mr. McNew is subject to non-compete and non-solicitation provisions for two years following the termination of his employment. 2016 Equity Incentive Plan QCR Holdings currently maintains the 2016 Equity Incentive Plan. Unless provided otherwise in the agreements setting forth the terms of the award, vesting of awards under the 2016 Equity Incentive Plan will accelerate upon a “change in control” of QCR Holdings (as defined in the 2016 Equity Incentive Plan) if the awards are not assumed or otherwise equitably converted into comparable awards by the acquiring company. If the awards are assumed by the acquirer and a participant’s employment is terminated without “cause” or a participant resigns for “good reason,” the participant’s awards will become vested. This is what is known as a “double trigger” approach, as compared to a “single trigger” approach which provides for vesting solely upon a change in control (without a termination of employment). We use the double trigger approach for our equity awards because we believe it provides adequate employment protection while reducing, for the stockholders’ benefit, potential transaction costs associated with the awards. In addition, the award agreements generally provide that vesting will accelerate upon the participant’s disability or death. As of December 31, 2023, there were 55,554 shares available for issuance under the 2016 Plan.

  44. CEO Pay Ratio

    CEO Pay Ratio As required by the Securities and Exchange Commission rule, we are providing information about the relationship of the annual total compensation of Larry J. Helling, our chief executive officer, and the median annual total compensation of our employees. The median employee was identified from all full-time and part-time employees, excluding Mr. Helling, who were employed by QCR Holdings and its subsidiaries on December 31, 2023. All of our employees are located in the United States. A total of 1,033 employees were included. Compensation was measured over the 12-month period beginning on January 1, 2023 and ending on December 31, 2023. In identifying the median employee, each employee’s compensation was determined using 2023 W-2 compensation. Wages were annualized for our employees who did not work the entire calendar year. Mr. Helling had 2023 annual total compensation of $1,798,583 as reflected in the Summary Compensation Table included in this proxy statement. The median employee’s annual total compensation for 2023 that would be reportable in the Summary Compensation Table, if the employee were a named executive officer, was $68,712. As a result, the CEO pay ratio is approximately 26:1.

  45. Pay Versus Performance

    Pay Versus Performance In accordance with the rules adopted by the Securities and Exchange Commission, the following tabular disclosure is required to disclose the relationship between executive compensation registrants actually paid and the financial performance of QCR Holdings. The following tables and graphs show the relationship between the compensation actually paid to our named executive officers and our financial performance.

  46. Pay Versus Performance

    | | | | | | Value of initial fixed $100 investment based on: | | | | | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(1)(2) | Average Summary Compensation Table Total for Non-CEO NEOs | Average Compensation Actually Paid to Non-CEO NEOs(2) | Total Shareholder Return | Peer Group Total Shareholder Return (6) | Net Income (in thousands) | Adjusted Earnings Per Share (non-GAAP)(7) | | 2023 | $1,798,583 | $1,342,391 | $710,698(3) | $682,704 | $136 | $111 | $113,558 | $6.82 | | 2022 | $1,855,117 | $1,152,003 | $797,011(3) | $601,280 | $115 | $117 | $99,066 | $6.89 | | 2021 | $1,939,141 | $1,458,808 | $810,346(4) | $856,847 | $129 | $117 | $98,905 | $6.37 | | 2020 | $2,032,092 | $989,964 | $928,529(5) | $602,915 | $91 | $87 | $60,582 | $4.01 |

  47. Pay Versus Performance

    | (1) The CEO in 2023, 2022, 2021 and 2020 was Mr. Helling. | | (2) See the table immediately following these footnotes for a reconciliation of the Summary Compensation Table compensation and the Compensation Actually Paid to the CEO and Non-CEO NEOs. | | (3) Non-CEO NEOs in 2023 and 2022 were Messrs. Gipple, Anderson, Gibson, and McNew. | | (4) Non-CEO NEOs in 2021 were Messrs. Gipple, Anderson, McNew, and Dana L. Nichols. | | (5) Non-CEO NEOs in 2020 were Messrs. Gipple, Anderson, Robert C. Fulp, and Nichols. | | (6) Consists of the cumulative total shareholder return of the KBW NASDAQ Bank Index which we also use in the stock performance graph included in our Annual Report on Form 10-K for the year ended December 31, 2023. | | (7) Adjusted Earnings Per Share is a non-GAAP financial measure. For additional information, including a corresponding reconciliation to GAAP financial measures, see Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023. |

  48. Pay Versus Performance

    The following table reconciles the Summary Compensation Table compensation to the Compensation Actually Paid in the above table.

  49. Pay Versus Performance

    | | CEO | | | | Non-CEO NEOs | | | | | | 2023 | 2022 | 2021 | 2020 | 2023 | 2022 | 2021 | 2020 | | Total Compensation as reported in the Summary Compensation Table (“SCT”) | 1,798,583 | 1,855,117 | 1,939,141 | 2,032,092 | 710,698 | 797,011 | 810,346 | 928,529 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year | (303,489) | (294,582) | (286,937) | (582,304) | (105,819) | (113,945) | (134,808) | (208,025) | | - Pension values as reported in the SCT | (500,083) | (561,512) | (725,382) | (546,391) | (74,792) | (154,216) | (150,024) | (142,089) | | Change in Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 251,617 | 203,565 | 274,001 | 208,162 | 101,531 | 114,802 | 195,959 | 105,614 | | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | 77,112 | (61,581) | 177,669 | (105,212) | 40,892 | (38,590) | 96,761 | (69,804) | | Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied during Fiscal Year | 6,245 | (10,552) | 61,734 | (31,488) | 7,377 | (8,405) | 34,570 | (14,755) | | Pension Benefit Service Cost | 12,406 | 21,548 | 18,582 | 15,105 | 2,817 | 4,623 | 4,043 | 3,445 | | Compensation Actually Paid (“CAP”) | 1,342,391 | 1,152,003 | 1,458,808 | 989,964 | 682,704 | 601,280 | 856,847 | 602,915 |

  50. Pay Versus Performance

    The most important financial performance measures used by the Company in setting compensation for the CEO and all non-CEO NEOs for 2023 are listed in the table below.

  51. Pay Versus Performance

    | Net income | | Total nonperforming assets to total assets ratio | | Adjusted earnings per share (non-GAAP) | | Core loan growth | | Noninterest income | | Return on average equity |

  52. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION QCR Holdings uses a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on the Board of Directors. In setting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties as well as the skill level required of members of the Board of Directors.

  53. Director Compensation Table

    Director Compensation Table

  54. Director Compensation Table

    | Name | Fees Earned ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | (a) | (b) | (c) | | (h) | | Mary Kay Bates | 50,200 | 23,500 | -- | 73,700 | | John-Paul E. Besong | 42,700 | 23,500 | -- | 66,200 | | Brent R. Cobb | 55,000 | 27,500 | -- | 82,500 | | James M. Field | 68,200 | 27,500 | -- | 95,700 | | John F. Griesemer | 39,713 | 27,500 | -- | 67,213 | | Elizabeth S. Jacobs | 53,200 | 27,500 | -- | 80,700 | | Mark C. Kilmer | 67,200 | 27,500 | -- | 94,700 | | Donna J. Sorensen | 48,150 | 23,500 | -- | 71,650 | | Marie Z. Ziegler | 82,400 | 31,500 | -- | 113,900 |

  55. Director Compensation Table

    | (1) Directors may elect to defer the receipt of all or part of their fees and retainers. All of the directors other than Mr. Griesemer, Ms. Sorensen and Ms. Ziegler have elected to defer the receipt of all their cash fees and retainers, and the deferred compensation is used to purchase additional shares of QCR Holdings common stock at market value through the Deferred Income Plans. | | (2) We report all equity awards at full grant date fair value of each award calculated in accordance with FASB ASC Topic 718. For restricted stock, the fair value per share is equal to the closing price of our stock on the date of the grant. None of the directors held any vested or unvested equity awards as of December 31, 2023. |