DEF 14A of QCR Holdings Inc, Apr 10, 2025

DEF 14A of QCR Holdings Inc

Filed Apr 10, 2025 · FY20240001171843-25-002143

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 2025 Annual Meeting, stockholders will be asked to elect three Class II directors for a term expiring at the annual meeting of stockholders in 2028. The Board of Directors has considered and nominated three of the incumbent directors to serve as Class II directors of QCR Holdings. Larry J. Helling, a Class II director since 2001, informed the board that he would not seek re-election as a director of QCR Holdings at the 2025 Annual Meeting and, accordingly, the Board of Directors did not re-nominate him for election. Additionally, Ms. Sorensen has attained the age of 75 prior to the date of the 2025 Annual Meeting, and will retire at the 2025 Annual Meeting as she is not eligible for election to the Board of Directors, pursuant to our Bylaws. As a result, the directorships of both Mr. Helling and Ms. Sorensen will end at the 2025 Annual Meeting, and the size of the Board of Directors will be reduced from 13 to 11 directors as of the date of the 2025 Annual Meeting. The Board of Directors expresses its thanks to Mr. Helling and Ms. Sorensen for their many years of dedicated service. 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. Our Board of Directors recommends that you vote your shares “FOR” all of the nominees for director. Proxies properly signed and returned will be voted “FOR” each of the nominees for director unless you specify otherwise.

  3. Nominees and Continuing Directors

    | Name – (Age) | Director Since | Positions with QCR Holdings and Subsidiaries | | | | NOMINEES | | CLASS II (New Term Expires 2028) | | | | Brent R. Cobb – (Age 49) | 2020 | Director of QCR Holdings; Director of Cedar Rapids Bank and Trust | | Mark. C. Kilmer – (Age 66) | 2004 | Director of QCR Holdings; Chair of the Board of Directors and Director of Quad City Bank and Trust | | Amy L. Reasner – (Age 53) | 2024 | Director of QCR Holdings; Director of Cedar Rapids Bank and Trust | | Name - (Age) | Director Since | Positions with QCR Holdings and Subsidiaries | | | | CONTINUING DIRECTORS | | CLASS III (Term Expires 2026) | | | | James M. Field – (Age 62) | 2019 | Vice Chair of the Board of Directors and Director of QCR Holdings; Director of Quad City Bank and Trust | | John F. Griesemer – (Age 57) | 2022 | Director of QCR Holdings; Director of Guaranty Bank | | Elizabeth S. Jacobs – (Age 68) | 2020 | Director of QCR Holdings; Director of Community State Bank | | Marie Z. Ziegler – (Age 67) | 2008 | Chair of the Board of Directors and Director of QCR Holdings; Director of Quad City Bank and Trust; Director of m2 Equipment Finance |

  4. Nominees and Continuing Directors

    | CLASS I (Term Expires 2027) | | | | Mary Kay Bates – (Age 65) | 2018 | Director of QCR Holdings | | James R. Batten – (Age 62) | 2024 | Director of QCR Holdings; Chair of the Board of Directors and Director of Guaranty Bank | | John-Paul E. Besong – (Age 71) | 2015 | Director of QCR Holdings | | Todd A. Gipple – (Age 61) | 2009 | President and Chief Financial Officer and Director of QCR Holdings; Director of Quad City Bank and Trust; Director of Guaranty Bank |

  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 2025 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 and Mr. Batten 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 Monte C. McNew, Reba K. Winter, Nicole “Niki” A. Lee, Kurt A. Gibson, James D. Klein, and Laura “Divot” Ekizian. In May 2024, QCR Holdings announced John H. Anderson’s retirement from his role as Chief Executive Officer of Quad City Bank and Trust, effective on January 3, 2025. Mr. Helling (age 69) 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 61) 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. McNew (age 52) 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 63) 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 49) has served as Chief Human Resource Officer of QCR Holdings since May 2023. Prior to joining QCR Holdings, she served as VP, Human Resources Business Partner with Aegon/Transamerica since 2004. Mr. Gibson (age 57) has served as Chief Executive Officer of Community State Bank since 2024, and he previously served as President and Chief Executive Officer from 2018 to 2024 and as President since 2017. Mr. Klein (age 51) has served as President of Cedar Rapids Bank and Trust since 2019, and he previously served as Chief Lending Officer since 2014 and Senior Vice President, Retail Banking since 2010. Ms. Ekizian (age 54) has served as Chief Executive Officer of Quad City Bank and Trust since January 2025, having succeeded Mr. Anderson following his retirement, and she previously served as President and Chief Relationship Officer since 2020. In February 2025, QCR Holdings announced that, effective immediately following the 2025 Annual Meeting, Mr. Helling will retire from QCR Holdings’ Board of Directors and from his roles as Chief Executive Officer of QCR Holdings and Cedar Rapids Bank and Trust. Leadership will transition upon Mr. Helling’s retirement, with Mr. Gipple becoming the Chief Executive Officer of QCR Holdings, Nick W. Anderson becoming the Chief Financial Officer of QCR Holdings, and Mr. Klein becoming Chief Executive Officer of Cedar Rapids Bank and Trust.

  7. Compensation Discussion and Analysis

    | • | Elements of Compensation. The key components of our compensation program are base salary, annual bonus and equity awards, with an emphasis on tying executive compensation to performance. |

  8. Compensation Discussion and Analysis

    | • | Practices Related to the Grant of Certain Equity Awards. We describe our practices with respect to the timing of grants relating to stock options, stock appreciation rights, and similar option-like instruments in relation to our disclosure of nonpublic information. |

  9. Objectives of Our Compensation Program

    | • | Tie equity compensation to long-term value creation for our stockholders; |

  10. 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 2024. 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 NEOs 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 NEOs 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 NEOs 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 NEOs. Under the program, the Compensation Committee established measurable goals for each NEO at the beginning of 2024. 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 2025, the Compensation Committee determined the amount of annual bonuses for the NEOs for 2024, based upon the attainment of goals established in early 2024. Long-Term Stock Incentives Equity compensation is the other key element of compensation for our NEOs. 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:

  11. Elements of Compensation

    | • | Attracting executives committed to building long-term value for our stockholders, by including equity compensation as an element of competitive pay packages for executives; and |

  12. Elements of Compensation

    Equity Incentive Plans. The QCR Holdings, Inc. 2016 Equity Incentive Plan (the “2016 Equity Incentive Plan”), which was approved by our stockholders on allows for the granting of awards including stock options, restricted stock, restricted stock units, stock appreciation rights, stock awards and cash-based awards. Under the 2016 Equity Incentive Plan, 400,000 shares of QCR Holdings common stock were originally reserved for the granting of awards. The 2024 Equity Incentive Plan, discussed below, replaced the 2016 Equity Incentive Plan. Upon approval of the 2024 Equity Incentive Plan, the 2016 Equity Incentive Plan was frozen to new grants. Our stockholders approved the QCR Holdings, Inc. 2024 Equity Incentive Plan (the “2024 Equity Incentive Plan” on May 16, 2024 and collectively with the 2016 Equity Incentive Plan, the “Equity Incentive Plans”). The 2024 Equity Incentive Plan allows for the granting of awards including stock options, restricted stock, restricted stock units, stock appreciation rights and stock awards. Under the 2024 Equity Incentive Plan, 600,000 shares of QCR Holdings common stock were originally reserved for the granting of awards. As of December 31, 2024, there were 596,624 remaining shares available for issuance. The Equity Incentive Plans allow for accelerated vesting of outstanding awards held by participants, including our NEOs, in certain circumstances. Pursuant to the Equity Incentive Plans, 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 Equity Incentive Plans) 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 equity awards under our Equity Incentive Plans, 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. 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 the lower of 85% of the fair market value as of the beginning of the Offering Period or the Purchase Date, as each term is 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 2024, our employees purchased 31,069 shares under the Employee Stock Purchase Plan and the prior plan. As of December 31, 2024, there were 317,068 remaining shares available for issuance under the Employee Stock Purchase Plan. Employee Insurance Bonus Plan. For each NEO other than Ms. Winter, 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 NEOs 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 2024 plan year. Contributions under the 401(k) Plan for the benefit of our NEOs 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 NEOs, 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, 2024 and based on salaries and cash bonuses paid for 2024, we estimate that we will owe the following annual amounts upon their respective retirements: Mr. Helling, $325,772; and Mr. Gipple, $350,103. 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. Because Mr. Anderson was 60 years old upon his retirement on January 3, 2025, he will be entitled to receive a SERP benefit of $42,373 per year. 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 NEOs. 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:

  13. Elements of Compensation

    | (1) QCR Holdings has entered into a non-qualified deferred compensation plan agreement with Ms. Winter, but she has not deferred any amounts thereunder. |

  14. 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. None of the NEOs are current participants in either plan; however, Messrs. Helling and Gipple were participants in the 1997 plan until 2005. Perquisites and Other Benefits The NEOs 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 NEO receives an automobile allowance. Messrs. Anderson and McNew receive payments for a country club membership to foster customer relationships. Messrs. Helling 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 NEO other than Ms. Winter 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 NEOs. 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. On May 20, 2024, QCR Holdings, Quad City Bank and Trust, and Mr. Anderson entered into an Addendum (the “Addendum”) to Mr. Anderson’s employment agreement to reflect his retirement on January 3, 2025. Further, on February 20, 2025, QCR Holdings entered into a transitional employment agreement with Mr. Helling and new employment agreements with Mr. Gipple and Nick W. Anderson. Such agreements will become effective immediately following the annual stockholders’ meeting on May 22, 2025. Until that time, the existing employment agreements for each of Messrs. Helling and Gipple will continue in effect. The employment agreements for our NEOs for the year ending December 31, 2024, are discussed in more detail under the heading “Potential Payments upon Termination or Change in Control.”

  15. Compensation Process

    | • | Compensation of peer group executives. |

  16. 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 NEOs by providing information for the Committee’s review. Mr. Helling provides background and recommendations with respect to each of the other NEOs. 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 NEOs, 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 2024, after substantial review and consideration, the Compensation Committee approved a peer group of 16 financial institutions listed below.

  17. Analysis of 2024 Compensation

    Annual Incentive Bonus On an annual basis, the Compensation Committee approves targets applicable to annual incentive bonus awards for our NEOs. At the beginning of 2024, the Compensation Committee set threshold, target and maximum award opportunities as a percentage of salary for each of our NEOs based on that individual’s position and competitive market data for similar positions. The 2024 awards for our NEOs 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 NEOs, including entity-level goals for subsidiaries within their oversight, consistent with QCR Holdings’ 2024 strategic objectives and their specific roles. For 2024 earned annual incentive bonuses, corporate goals were weighted 100%. As noted above, our NEOs would not have been eligible to receive an annual incentive bonus had QCR Holdings’ net income not exceeded 25% of budgeted net income. For 2024, threshold, target and maximum annual incentive bonus levels were as follows (stated as a percentage of base salary):

  18. Analysis of 2024 Compensation

    | Corporate Goals | Goal Weight | Threshold | Target | Maximum | Actual | | QCR Holdings bonus-adjusted net income(1) | 60% | $98.9.0M | $109.9M | $115.4M | $118.6M | | QCR Holdings net new demand deposit accounts | 20% | 1,664 | 2,080 | 2,704 | 2,748 | | QCR Holdings nonperforming assets to total assets | 20% | 1.00% | .75% | .50% | .50% |

  19. Analysis of 2024 Compensation

    | Corporate Goals | Goal Weight | Threshold | Target | Maximum | Actual | | QCR Holdings bonus-adjusted net income(1) | 25% | $98.9.0M | $109.9M | $115.4M | $118.6M | | Quad City Bank and Trust net income | 20% | $21.4M | $23.8M | $25.2M | $24.4M | | Quad City Bank and Trust adjusted loan growth(2) | 10% | $29.1M | $58.1M | $87.2M | $42.7M | | Quad City Bank and Trust net new demand deposit accounts | 12.5% | 540 | 675 | 878 | 602 | | Quad City Bank and Trust core deposit growth(3) | 12.5% | $56.3M | $112.6M | $168.9M | $170.4M | | Quad City Bank and Trust noninterest income | 10% | $13.6M | $16.0M | $17.5M | $17.1M | | Quad City Bank and Trust nonperforming assets to total assets | 10% | 1.00% | .75% | .50% | .18% |

  20. Analysis of 2024 Compensation

    | Corporate Goals | Goal Weight | Threshold | Target | Maximum | Actual | | QCR Holdings bonus-adjusted net income(1) | 25% | $98.9.0M | $109.9M | $115.4M | $118.6M | | QCR Holdings net new demand deposit accounts | 15% | 1,664 | 2,080 | 2,704 | 2,748 |

  21. Analysis of 2024 Compensation

    | Corporate Goals | Goal Weight | Threshold | Target | Maximum | Actual | | QCR Holdings bonus-adjusted net income(1) | 25% | $98.9.0M | $109.9M | $115.4M | $118.6M | | Guaranty Bank net income | 20% | $19.4M | $21.5M | $22.6M | $26.1M | | Guaranty Bank adjusted loan growth(2) | 10% | $39.1M | $78.3M | $117.4M | $0.0M | | Guaranty Bank net new demand deposit accounts | 12.5% | 200 | 250 | 325 | 311 | | Guaranty Bank core deposit growth(3) | 12.5% | $50.5M | $101.0M | $151.5M | $60.4M | | Guaranty Bank noninterest income | 10% | $12.1M | $14.3M | $15.8M | $18.7M | | Guaranty Bank nonperforming assets to total assets | 10% | 1.00% | .75% | .50% | 0.51% |

  22. Analysis of 2024 Compensation

    | (1) QCR Holdings bonus-adjusted net income is an “adjusted” non-GAAP measurement of financial performance. Management believes that these measures are important to investors as they exclude non-core or nonrecurring income and expense items; therefore, they provide a better comparison for analysis and may provide a better indicator of future performance. As calculated from our audited financial statements, bonus-adjusted net income equals net income (i) less (A) securities gains (losses), (B) fair value gain (loss) on derivatives, (C) post-acquisition compensation, transition and integration costs, and (D) goodwill impairment and restructuring expense. | | (2) Adjusted loan growth is a non-GAAP measurement. As calculated from our audited financial statements, adjusted loans are defined as total loans/leases receivable held for investment less those loans/leases generated by m2 Equipment Finance, LLC, or our specialty finance lending business. | | (3) Core deposit growth is a non-GAAP measurement. As calculated from our audited financial statements, core deposits are defined as total deposits less time and brokered deposits accounts. |

  23. Analysis of 2024 Compensation

    Long-Term Stock Incentives For 2024, the Compensation Committee targeted equity award values between 16% and 40% of salary for each NEO. The table below reflects the target awards and the actual grants awarded based upon the executive’s performance in 2024. With the exception of Mr. Anderson, actual awards were granted in March 2025 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. Upon each vesting event, the applicable portion of the restricted stock units may be settled in cash for each of the NEOs.

  24. Analysis of 2024 Compensation

    | Executive | 2024 Performance-Based Equity Incentive Plan (Grant Value of Restricted Stock Unit Awards as a Percentage of Salary) | | | | 2024 Target | 2024 Award | | Larry J. Helling | 40.0% | 60.0% | | Todd A. Gipple | 35.0% | 52.5% | | John H. Anderson(1) | 30.0% | 37.7% | | Monte C. McNew | 16.0% | 19.6% |

  25. Analysis of 2024 Compensation

    | (1) Under the terms of an addendum to Mr. Anderson’s employment agreement, entered into on May 20, 2024, Mr. Anderson was paid the cash equivalent amount of such equity awards in February 2025. |

  26. Analysis of 2024 Compensation

    Additionally, in August 2024, Ms. Winter received a restricted stock unit award with the value of $100,022. Such restricted stock units are subject to a four-year vesting schedule, with equal portions vesting on each anniversary of the grant date. The Compensation Committee reviews talent retention on an ongoing basis and considers whether any additional incentive awards are necessary in order to ensure the retention of executives with strong performance who are key to our future success. Based on this review and consideration, in 2019, Messrs. Helling, Gipple, and Anderson received a one-time grant of performance awards in connection with entering their new employment agreements, with total fair market values, which assume maximum attainment, the probable outcome of such awards at the time of grant, summarized in the table below:

  27. 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 NEOs 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), 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.

  28. Practice Related to the Grant of Certain Equity Awards

    Practice Related to the Grant of Certain Equity Awards QCR Holdings has no policy or practice in place with regard to the grant timing of stock options, stock appreciation rights, or similar option-like instruments (“Options”) in relation to the disclosure of material nonpublic information. QCR Holdings does not currently grant, nor has it granted in recent years, Options to its executive officers. Option awards granted to our non-executive employees are generally granted on fixed dates determined in advance, with such Options awards typically made in early March each year. We do not consider the release of material nonpublic information in relation to the grant of such awards and do not time such release for the purpose of affecting the value of executive compensation.

  29. Summary Compensation Table

    Summary Compensation Table The following table below sets forth information concerning the compensation paid to, awarded to, or earned by our NEOs for the years ended December 31, 2024, 2023 and 2022:

  30. 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 ($) | | Larry J. Helling, CEO of Cedar Rapids Bank & QCR Holdings | 2024 2023 2022 | $455,248 $437,739 $416,894 | – | $215,632 $303,489 $294,582 | $614,585 $485,263 $515,315 | $222,806 $500,083 $561,512 | $71,360 $72,009 $66,814 | $1,579,631 $1,798,583 $1,855,117 | | Todd A. Gipple, President and CFO | 2024 2023 2022 | $382,293 $369,365 $354,307 | – | $188,954 $200,063 $238,391 | $458,752 $363,970 $389,291 | $68,431 $237,882 $561,489 | $54,749 $58,224 $52,749 | $1,153,179 $1,229,504 $1,596,227 | | John H. Anderson, CEO of Quad City Bank | 2024 2023 2022 | $293,327 $284,783 $272,520 | – | $379,554(4) $131,359 $119,183 | $294,840(5) $145,320 $179,216 | $67,708 $61,285 $55,374 | $50,570 $57,379 $52,803 | $1,085,999 $680,126 $679,096 | | Reba K. Winter, EVP Chief Operating Officer (6) | 2024 | $325,000 | – | $100,020 | $219,375 | – | $15,525 | $659,920 | | Monte C. McNew, CEO of Guaranty Bank | 2024 2023 2022 | $274,038 $265,412 $254,592 | – | $43,672 $44,194 $50,315 | $150,885 $122,897 $110,534 | – | $62,639 $52,201 $56,857 | $531,234 $484,704 $472,298 |

  31. Summary Compensation Table

    | (1) Pursuant to SEC 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 16 of our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC. 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. |

  32. 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 earnings in excess of 120% of the applicable federal long-term rate). For 2024, the portion of the amount reflected that is attributable to above-market earnings for Mr. Helling is $65,237. Neither Mr. Gipple nor Mr. Anderson had above-market earnings as determined for purposes of proxy disclosure rules. |

  33. Summary Compensation Table

    | (3) “All Other Compensation” for the NEOs during 2024 is summarized below. |

  34. 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 | $15,525 | $2,362 | $6,000 | $25,000 | $19,701 | $2,772 | – | | Todd A. Gipple | $15,525 | $925 | $8,000 | $20,000 | $10,299 | – | – | | John H. Anderson | $15,525 | – | $6,000 | $10,000 | $7,164 | $3,372 | $8,509 | | Reba K. Winter | $15,525 | – | – | – | – | – | – | | Monte C. McNew | $15,525 | – | $6,000 | $10,000 | $18,631 | – | $12,483 |

  35. Summary Compensation Table

    | (4) Pursuant to the terms of the Addendum, all of Mr. Anderson’s outstanding restricted stock unit awards vested on January 3, 2025. The entry into the Addendum on May 20, 2024 resulted in an equity award modification at such time. The incremental fair values of the modified awards computed as of the modification date are included in the “Stock Awards” column, even though the grant date fair values for such equity awards are or have been reported in the Summary Compensation Table for 2024 and for prior fiscal years. Accordingly, the Summary Compensation Table shows a significant increase in the total compensation for 2024. This increase in compensation relates to accounting charges resulting from the modification of such stock awards, and not an increase in the realizable value of the awards, on the grant of additional awards. The table below sets forth equity modification charges required by the applicable accounting rules and the amounts for fiscal 2024 after excluding such modification charges: |

  36. Summary Compensation Table

    | Name | Stock Awards (Without Modification Charge) | Stock Awards (With Modification Charge) | | John. H. Anderson | $111,006 | $379,554 |

  37. Summary Compensation Table

    | (5) Reflects the payment of Mr. Anderson’s annual cash incentive bonus, which includes an additional amount ($110,565) relating to the portion of his long-term stock incentive award that was settled in cash in February 2025 pursuant to his Addendum. |

  38. Summary Compensation Table

    | (6) Ms. Winter was not an NEO in 2023 or 2022. |

  39. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information concerning the grants of plan-based awards made to our NEOs during 2024:

  40. Grants of Plan-Based Awards

    | Name | Grant Date | Approval Date(1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Larry J. Helling | 3/1/24(4) – | 2/22/24 – | – $204,862 | – $409,723 | – $614,585 | – – | – – | – – | 3,797 – | $215,632 – | | Todd A. Gipple | 1/1/24(4) 3/1/24(4) – | – 2/22/24 – | – – $152,917 | – – $305,834 | – – $458,752 | – – – | 752 – – | – – – | – 2,803 – | $29,772 $159,182 – | | John H. Anderson | 1/1/24(4) 3/1/24(4) 5/20/24 – | – 2/22/24 – – | – – – $73,332 | – – – $146,663 | – – – $219,995 | – – – – | 602 – – – | – – – – | – 1,535 4,589 – | $23,833 $87,173 $268,548(5) – | | Reba K. Winter | 8/1/24(6) – | – – | – $81,250 | – $162,500 | – $243,750 | – – | – – | – – | 1,361 – | $100,020 – | | Monte C. McNew | 3/1/24(4) – | 2/22/24 – | – $61,659 | – $123,317 | – $184,976 | – – | – – | – – | 769 – | $43,672 – |

  41. Grants of Plan-Based Awards

    | (1) Reflects the date that the Compensation Committee approved each applicable award, when such date is different than the date listed for the applicable award in the “Grant Date” column. |

  42. Grants of Plan-Based Awards

    | (2) 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 NEO for 2024 performance is included in the Summary Compensation Table in the column titled “Non-Equity Incentive Plan Compensation.” |

  43. Grants of Plan-Based Awards

    | (3) The amounts set forth reflect 2024 tranches of performance awards to Messrs. 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.” |

  44. Grants of Plan-Based Awards

    | (4) Reflects an award granted under the 2016 Equity Incentive Plan. |

  45. Grants of Plan-Based Awards

    | (5) This amount represents the incremental fair value, computed in accordance with FASB Topic 718, resulting from the May 20, 2024 modification of restricted stock unit awards granted to Mr. Anderson, as further described in footnote 4 of the Summary Compensation Table. |

  46. Grants of Plan-Based Awards

    | (6) Reflects an award granted under the 2024 Equity Incentive Plan. |

  47. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth the number of outstanding option and stock awards for each of our NEOs as of December 31, 2024:

  48. 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 ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(1) | 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 ($)(1) | | Larry J. Helling | 3,215 8,390 3,072 – – – – | – – – – – – – | $17.49 $22.64 $42.75 – – – – | 2/2/2025 2/1/2026 3/9/2027 – – – – | – – – 1,218(2) 2,042(3) 3,222(4) 3,797(5) | – – – $98,220 $164,667 $259,822 $306,190 | – – – – – – – | – – – – – – – | | Todd A. Gipple | 8,857 8,590 4,271 – – – – – – | – – – – – – – – – | $17.49 $22.64 $42.75 – – – – – – | 2/2/2025 2/1/2026 3/9/2027 – – – – – – | – – – 1,504(6) 989(2) 1,660(3) 2,395(4) 2,803(5) – | – – – $121,283 $79,753 $133,862 $193,133 $226,034 – | – – – – – – – – 752(6) | – – – – – – – – $60,641 | | John H. Anderson(7) | – – – – – | – – – – – | – – – – – | – – – – – | 658(2) 884(3) 1,512(4) 1,535(5) – | $53,061 $71,286 $121,928 $123,782 – | – – – – 602(6) | – – – – $48,545 | | Reba K. Winter | – – – – – | – – – – – | – – – – – | – – – – – | 514(8) 852(9) 5,664(10) 1,448(11) 1,361(12) | $41,449 $68,705 $456,745 $116,767 $109,751 | – – – – – | – – – – – | | Monte C. McNew | – – – – | – – – – | – – – – | – – – – | 573(2) 466(3) 621(4) 769(5) | $46,308 $37,578 $50,077 $62,012 | – – – – | – – – – |

  49. Outstanding Equity Awards at Fiscal Year-End

    | (1) The market value of outstanding stock awards is based upon our closing stock price of $80.64 as of December 31, 2024. |

  50. Outstanding Equity Awards at Fiscal Year-End

    | (2) Unvested stock units were granted on March 1, 2021 and vest in four equal annual portions beginning March 1, 2022. |

  51. Outstanding Equity Awards at Fiscal Year-End

    | (3) Unvested stock units were granted on March 1, 2022 and vest in four equal annual portions beginning March 1, 2023. |

  52. Outstanding Equity Awards at Fiscal Year-End

    | (4) Unvested stock units were granted on March 1, 2023 and vest in four equal annual portions beginning March 1, 2024. |

  53. Outstanding Equity Awards at Fiscal Year-End

    | (5) Unvested stock units were granted on March 1, 2024 and vest in four equal annual portions beginning March 1, 2025. |

  54. Outstanding Equity Awards at Fiscal Year-End

    | (6) Unvested restricted stock units and performance stock 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. |

  55. Outstanding Equity Awards at Fiscal Year-End

    | (7) As noted in footnote 4 of the Summary Compensation Table, all of Mr. Anderson’s unvested equity awards vested in connection with his retirement on January 3, 2025 |

  56. Outstanding Equity Awards at Fiscal Year-End

    | (8) Unvested stock units were granted on August 2, 2021 and vest in four equal annual portions beginning August 2, 2022. |

  57. Outstanding Equity Awards at Fiscal Year-End

    | (9) Unvested stock units were granted on August 1, 2022 and vest in four equal annual portions beginning August 1, 2023. |

  58. Outstanding Equity Awards at Fiscal Year-End

    | (10) Unvested stock units were granted on February 1, 2023 and vest in four equal annual portions beginning February 1, 2024. |

  59. Outstanding Equity Awards at Fiscal Year-End

    | (11) Unvested stock units were granted on August 1, 2023 and vest in four equal annual portions beginning August 1, 2024. |

  60. Outstanding Equity Awards at Fiscal Year-End

    | (12) Unvested stock units were granted on August 1, 2024 and vest in four equal annual portions beginning August 1, 2025. |

  61. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table sets forth information concerning stock option exercises and vesting of stock awards for each of our NEOs during 2024:

  62. Option Exercises and Stock Vested in 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Larry J. Helling | 11,612 | $537,237 | 4,626 | $262,711 | | Todd A. Gipple | 6,791 | $298,125 | 4,436 | $253,124 | | John H. Anderson | – | – | 2,911 | $166,277 | | Reba K. Winter | – | – | 4,148 | $272,255 | | Monte C. McNew | – | – | 1,015 | $57,642 |

  63. Option Exercises and Stock Vested in 2024

    | (1) Reflects the value realized upon exercise of stock options, based on the difference between the market value of the shares acquired at the time of exercise and the exercise price. |

  64. Option Exercises and Stock Vested in 2024

    | (2) Reflects the value of restricted stock realized on vesting, which was paid in cash for Messrs. Helling, Gipple, and Anderson. |

  65. Pension Benefits

    Pension Benefits The following table sets forth information concerning each plan that provides for payments or other benefits at, following, or in connection with retirement to each of our NEOs:

  66. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation

  67. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year(1) ($) | Registrant Contributions in Last Fiscal Year(2) ($) | Aggregate Earnings in Last Fiscal Year(3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Fiscal Year End(4) ($) | | Larry J. Helling | $50,000 | $25,000 | $197,004 | – | $2,303,127 | | Todd A. Gipple | $20,000 | $20,000 | $128,857 | – | $1,505,837 | | John H. Anderson | $40,000 | $10,000 | $47,633 | – | $664,988 | | Reba K. Winter | – | – | – | – | – | | Monte C. McNew | $12,290 | $10,000 | $6,425 | – | $90,086 |

  68. Non-Qualified Deferred Compensation

    | (1) All amounts included are reflected in the Summary Compensation Table under the “Salary” column. |

  69. Non-Qualified Deferred Compensation

    | (2) All amounts included are reflected in the Summary Compensation Table under the “All Other Compensation” column. |

  70. Non-Qualified Deferred Compensation

    | (3) Includes $65,237 of above-market earnings for Mr. Helling, which is reflected in the Summary Compensation Table under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings.” |

  71. Non-Qualified Deferred Compensation

    | (4) Includes the following amounts that were previously reported as compensation to the NEOs in the Summary Compensation Table for years prior to 2024: Mr. Helling, $1,112,170; Mr. Gipple, $848,549; Mr. Anderson, $298,854; and Mr. McNew, $54,324. |

  72. 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 NEOs, 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 for good reason, in each case in connection with a change in control, (3) the officer’s disability, and (4) the officer’s death. The amounts shown assume that the termination was effective as of the last business day of the fiscal year ended December 31, 2024 and that the price of QCR Holdings stock as of termination was the closing price of $80.64 on December 31, 2024 (the last trading day of the year). The actual amounts to be paid can be determined only following the NEO’s termination. We do not provide any benefits to our NEOs solely as a result of a change in control.

  73. 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 | Death | | Larry J. | Salary | $455,248 | $910,496 | $303,514(2) | – | | Helling | Bonus | – | $1,229,170 | $358,943(2) | – | | | Stock award acceleration | – | $828,899(5) | $828,899 | $828,899 | | | Health insurance | $22,314 | $22,314 | – | – | | Todd A. | Salary | $382,293 | $764,586 | $254,875(2) | – | | Gipple | Bonus | – | $917,504 | $269,350(2) | – | | | Stock award acceleration | – | $814,706(5) | $814,706 | $814,706 | | | Health insurance | $31,610 | $31,610 | – | – | | John H. | Salary | $293,327 | $586,654 | $175,996(3) | – | | Anderson | Bonus | – | $368,550 | $101,762(3) | – | | | Stock award acceleration | – | $370,057(5) | $370,057 | $370,057 | | | Health insurance | $10,901 | $10,901 | – | – | | Reba K. | Salary | $162,500 | $325,000 | $214,500(4) | – | | Winter | Bonus | $95,470 | $190,941 | $126,021(4) | – | | | Stock award acceleration | – | $793,417(5) | $793,417 | $793,417 | | | Health insurance | $22,314 | $22,314 | – | – | | Monte C. | Salary | $548,077 | $548,077 | $180,865(4) | – | | McNew | Bonus | $256,211 | $256,211 | $84,550(4) | – | | | Stock award acceleration | – | $195,875(5) | $195,875 | $195,875 | | | Health insurance | $44,523 | $44,523 | – | – |

  74. Potential Payments upon Termination or Change in Control

    | (1) Involuntary Termination includes a termination by QCR Holdings without Cause or by the NEO for Good Reason, as defined in the applicable employment agreements. |

  75. Potential Payments upon Termination or Change in Control

    | (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. |

  76. Potential Payments upon Termination or Change in Control

    | (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. |

  77. Potential Payments upon Termination or Change in Control

    | (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. |

  78. Potential Payments upon Termination or Change in Control

    | (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, 2024. This amount also represents the value of unvested stock awards which would vest upon the Executive’s death. |

  79. Potential Payments upon Termination or Change in Control

    Mr. Larry J. Helling’s Employment Agreement Employment Agreement in effect on December 31, 2024. 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 non-revocation 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. Transitional Employment Agreement. On February 20, 2025, we entered into a transitional employment agreement with Mr. Helling, effective immediately following the annual stockholders’ meeting on May 22, 2025, in order to provide for the systematic succession and transition of his duties as Chief Executive Officer of QCR Holdings following his anticipated retirement from such position. The agreement with Mr. Helling provides for an 18-month non-executive employment period commencing on May 22, 2025. During such period Mr. Helling will serve as a part-time Special Advisor to QCR Holdings. Mr. Helling will be compensated at a rate of $120,000 per year for the term of the agreement. The restrictive covenants in Mr. Helling’s existing employment agreement, including non-competition and non-solicitation provisions, are incorporated into his transitional employment agreement and will apply as described in his existing employment agreement for two years following any termination of his employment. Mr. Todd A. Gipple’s Employment Agreement Employment Agreement in effect on December 31, 2024. 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 the applicable COBRA coverage period. 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 non-revocation 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.

  80. Potential Payments upon Termination or Change in Control

    New Employment Agreement. On February 20, 2025, we entered into a new employment agreement with Mr. Gipple, effective immediately following the annual stockholders’ meeting on May 22, 2025. The agreement has an initial term through December 31, 2027. The term of the agreement automatically extends for an additional year on January 1, 2028 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 $455,000, 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 162.5% of his annual base salary. The agreement also provides Mr. Gipple with a one-time grant of restricted stock units with a grant date fair market value of $500,000, and vests 20% on January 1 in each of years 2026 through 2030. Sixty 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 new agreement also provides for severance benefits in the event of the executive’s Termination. For a Termination 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 within two years following a change in control, Mr. Gipple would be entitled to receive a lump sum payment 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 would also be entitled to continued coverage under the medical, dental, and vision plans at active employee rates for the applicable COBRA coverage period. All severance benefits are contingent upon the executive’s execution and non-revocation 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 Mr. Gipple after taking into account the impact of the golden parachute payment restrictions of Sections 280G and 4999 of the Internal Revenue 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. 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 non-revocation 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. On May 20, 2024, we entered into an Addendum (the “Addendum”) to Mr. Anderson’s existing employment agreement to reflect that he would retire on January 3, 2025. Pursuant to the terms of the Addendum, in addition to any benefits Mr. Anderson was then entitled to, upon or following his retirement, he would receive (i) subsidized COBRA continuation coverage for up to 18 months, (ii) accelerated vesting of his unvested time-based restricted stock unit awards as of his retirement date, (iii) a cash payment in an amount equal to the equity portion of his 2024 performance-based incentive bonus, and (iv) a one-time retirement bonus of $71,787.50. All such payments and benefits were contingent upon the executive’s execution and non-revocation of a general release and waiver of claims against QCR Holdings. Mr. John H. Anderson’s Consulting Agreement Upon Mr. Anderson’s retirement on January 3, 2025, he entered into a consulting agreement with Quad City Bank and Trust, pursuant to which he will serve as a part-time Consultant to Quad City Bank and Trust from January 3, 2025 through December 31, 2025. During the term of the consulting agreement, Mr. Anderson will be paid a $2,000 monthly retainer. Ms. Reba K. Winter’s Employment Agreement In June 2019, we entered into an employment agreement with Ms. Winter. The agreement had an initial term through December 31, 2021, 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 her 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 Ms. Winter’s then-current annual salary and average annual bonus in the event she is terminated without cause and one times the sum of her annual salary and average annual bonus if she is terminated within one year following a change in control. Under the agreement, Ms. Winter is subject to non-compete and non-solicitation provisions for one years following the termination of her employment. Mr. Monte C. McNew’s Employment Agreement

  81. Potential Payments upon Termination or Change in Control

    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 Mr. McNew’s 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 severance amount in a lump sum and continued health insurance 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. Equity Incentive Plans QCR Holdings currently maintains the 2016 Equity Incentive Plan and the 2024 Equity Incentive Plan, as described in more detail above. Pursuant to the Equity Incentive Plans, unless provided otherwise in the agreements setting forth the terms of the award, vesting of awards under the Equity Incentive Plans will accelerate upon a “change in control” of QCR Holdings (as defined in the Equity Incentive Plans) 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 equity awards under our Equity Incentive Plans 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.

  82. CEO Pay Ratio

    CEO Pay Ratio As required by the SEC 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, 2024. All of our employees are located in the United States. A total of 1,013 employees were included. Compensation was measured over the 12-month period beginning on January 1, 2024 and ending on December 31, 2024. In identifying the median employee, each employee’s compensation was determined using 2024 W-2 compensation. Wages were annualized for our employees who did not work the entire calendar year. Mr. Helling had 2024 annual total compensation of $1,579,631 as reflected in the Summary Compensation Table included in this proxy statement. The median employee’s annual total compensation for 2024 that would be reportable in the Summary Compensation Table, if the employee were a NEO, was $70,817. As a result, the CEO pay ratio is approximately 22:1.

  83. Pay Versus Performance

    Pay Versus Performance In accordance with the rules adopted by the SEC, 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 NEOs and our financial performance.

  84. 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(3) | Average Compensation Actually Paid to Non-CEO NEOs(2)(3) | Total Shareholder Return | Peer Group Total Shareholder Return(4) | Net Income (in thousands) | Adjusted Earnings Per Share(5) | | 2024 | $1,579,631 | $1,609,228 | $857,583(6) | $965,847 | $188 | $132 | $113,850 | $7.03 | | 2023 | $1,798,583 | $1,342,391 | $710,698 | $682,704 | $136 | $111 | $113,558 | $6.82 | | 2022 | $1,855,117 | $1,152,003 | $797,011 | $601,280 | $115 | $117 | $99,066 | $6.89 | | 2021 | $1,939,141 | $1,458,808 | $810,346 | $856,847 | $129 | $117 | $98,905 | $6.37 | | 2020 | $2,032,092 | $989,964 | $928,529 | $602,915 | $91 | $87 | $60,582 | $4.01 |

  85. Pay Versus Performance

    | (1) The CEO in 2024, 2023, 2022, 2021 and 2020 was Mr. Helling. |

  86. Pay Versus Performance

    | (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. |

  87. Pay Versus Performance

    | (3) NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Messrs. Gipple, Anderson and McNew, and Ms. Winter; (ii) for 2023 and 2022, Messrs. Gipple, Anderson, Gibson, and McNew; (iii) for 2021, Messrs. Gipple, Anderson, McNew, and Dana L. Nichols; and (iv) for 2020, Messrs. Gipple, Anderson, Robert C. Fulp, and Nichols. |

  88. Pay Versus Performance

    | (4) Reflects the cumulative total shareholder return based on 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, 2024, as filed with the SEC. |

  89. Pay Versus Performance

    | (5) Adjusted earnings per share is a non-GAAP financial measure. As calculated from our audited financial statements, adjusted earnings per share equals net income (i) less (A) securities gains (losses), (B) fair value gain (loss) on derivatives, (C) post-acquisition compensation, transition and integration costs, and (D) goodwill impairment and restructuring expense and (ii) divided by the weighted average common and common equivalent shares outstanding. |

  90. Pay Versus Performance

    | (6) As discussed further in footnote 4 of the Summary Compensation Table above, the Average Summary Compensation Table Total for Non-CEO NEOs in 2024 includes the incremental fair value of the unvested equity awards that vested on Mr. Anderson’s retirement due to the modification of such awards. |

  91. Pay Versus Performance

    The following table reconciles the amounts reported under the “Total” column of the Summary Compensation Table with the Compensation Actually Paid in the above table:

  92. Pay Versus Performance

    | | CEO | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | Total Compensation as reported in the Summary Compensation Table (“SCT”) | 1,579,631 | 1,798,583 | 1,855,117 | 1,939,141 | 2,032,092 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year | (215,632) | (303,489) | (294,582) | (286,937) | (582,304) | | - Pension values as reported in the SCT | (222,806) | (500,083) | (561,512) | (725,382) | (546,391) | | Change in Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 307,101 | 251,617 | 203,565 | 274,001 | 208,162 | | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | 138,379 | 77,112 | (61,581) | 177,669 | (105,212) | | 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 | 0 | 6,245 | (10,552) | 61,734 | (31,488) | | Pension Benefit Service Cost | 22,555 | 12,406 | 21,548 | 18,582 | 15,105 | | Compensation Actually Paid (“CAP”) | 1,609,228 | 1,342,391 | 1,152,003 | 1,458,808 | 989,964 |

  93. Pay Versus Performance

    | | Non-CEO NEOs | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | Total Compensation as reported in the Summary Compensation Table (“SCT”) | 857,583 | 710,698 | 797,011 | 810,346 | 928,529 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year | (117,026) | (105,819) | (113,945) | (134,808) | (208,025) | | - Pension values as reported in the SCT | (34,035) | (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 | 130,742 | 101,531 | 114,802 | 195,959 | 105,614 | | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | 115,766 | 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 | 8,122 | 7,377 | (8,405) | 34,570 | (14,755) | | Pension Benefit Service Cost | 4,695 | 2,817 | 4,623 | 4,043 | 3,445 | | Compensation Actually Paid (“CAP”) | 965,847 | 682,704 | 601,280 | 856,847 | 602,915 |

  94. Pay Versus Performance

    The most important financial performance measures used by QCR Holdings in setting compensation for the CEO and all non-CEO NEOs for 2024 are listed in the table below.

  95. Pay Versus Performance

    | Adjusted earnings per share(1) | | Net income | | Total nonperforming assets to total assets ratio | | Adjusted loan growth(2) | | Noninterest income | | Return on average equity |

  96. Pay Versus Performance

    | (1) Adjusted earnings per share is a non-GAAP measure calculated from our audited financial statements as set forth in footnote 5 of the Pay Versus Performance table. |

  97. Pay Versus Performance

    | (2) Adjusted loan growth is a non-GAAP measurement. As calculated from our audited financial statements, adjusted loans are defined as total loans/leases receivable held for investment less those loans/leases generated by m2 Equipment Finance, LLC, or our specialty finance lending business. |

  98. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION QCR Holdings uses a combination of cash and stock-based compensation to attract and retain qualified non-employee directors to serve on the boards of directors of QCR Holdings and its affiliates. 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 boards of directors of QCR Holdings and its affiliates. None of the non-employee directors of QCR Holdings or its affiliates receive any compensation or other payment in connection with his or her service as a director other than compensation received as set forth below.

  99. Director Compensation Table

    Director Compensation Table

  100. Director Compensation Table

    | Name | Fees Earned ($)(1) | Stock Awards ($)(2) | Total ($) | | Mary Kay Bates | 51,800 | 24,000 | 75,800 | | James R. Batten | 34,475 | 4,000 | 38,475 | | John-Paul E. Besong | 44,300 | 24,000 | 68,300 | | Brent R. Cobb | 59,600 | 28,000 | 87,600 | | James M. Field | 69,800 | 28,000 | 97,800 | | John F. Griesemer | 56,300 | 28,000 | 84,300 | | Elizabeth S. Jacobs | 55,175 | 28,000 | 83,175 | | Mark C. Kilmer | 68,800 | 28,000 | 96,800 | | Amy L. Reasner | 28,650 | 4,000 | 32,650 | | Donna J. Sorensen | 50,500 | 24,000 | 74,500 | | Marie Z. Ziegler | 84,000 | 32,000 | 116,000 |

  101. Director Compensation Table

    | (1) Directors may elect to defer the receipt of all or part of their cash fees. All of the directors other than Mr. Batten, Mr. Griesemer, Ms. Sorensen and Ms. Ziegler have elected to defer the receipt of all their cash fees under the QCR Holdings, Inc. 2005 Deferred Income Plan. The deferred fees were used to purchase additional shares of QCR Holdings common stock at market price. |

  102. Director Compensation Table

    | (2) The amounts set forth in the “Stock Awards” column reflects the grant date fair value of restricted stock awards granted on March 1, 2024, calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock awards are set forth in Note 16 of Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC. None of the directors held any vested or unvested stock or option awards as of December 31, 2024. |