qcrh20240403_def14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

__________________________________________

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QCR Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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3551 Seventh Street, Moline, IL 61265

Phone 309.736.3584

Fax 309.736.3149
www.qcrh.com

April 4, 2024

Dear Stockholder:

On behalf of the Board of Directors and management of QCR Holdings, Inc., we cordially invite you to attend the annual meeting of stockholders of QCR Holdings, Inc., to be held virtually on Thursday, May 16, 2024 at 8:00 a.m. local time (the “2024 Annual Meeting”). You will be able to attend the 2024 Annual Meeting, vote your shares electronically and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/QCRH2024. You will need to have your 16‐digit control number included on your Notice of Internet Availability of Proxy Materials (the “Notice”) or your proxy card (if you received a printed copy of the proxy materials) to join the 2024 Annual Meeting. We are holding the 2024 Annual Meeting online to provide all shareholders equal and ready access to attend the live meeting regardless of their location.

This year we are again using the Securities and Exchange Commission rule that allows us to furnish our proxy statement, 2023 Annual Report and proxy card to stockholders over the internet. This means our stockholders will receive only the Notice containing instructions on how to access the proxy materials over the internet and vote online. If you receive the Notice but would still like to request paper copies of the proxy materials, please follow the instructions on the Notice or on the website referred to on the Notice. By delivering proxy materials electronically to our stockholders, we can reduce the cost of printing and mailing our proxy materials. Please visit www.proxyvote.com for more information about the electronic delivery of proxy materials.

There are a number of proposals to be considered at the 2024 Annual Meeting. Our stockholders will be asked to: (i) elect four persons to serve as Class I directors; (ii) approve, in a non-binding, advisory vote, the compensation of certain executive officers, which is referred to as a “say-on-pay” vote; (iii) recommend, in a non-binding, advisory vote, the frequency with which stockholders will vote on future say-on-pay proposals; (iv) approve the QCR Holdings, Inc. 2024 Equity Incentive Plan; and (v) ratify the appointment of RSM US LLP as our independent registered public accounting firm for the year ending December 31, 2024.

We recommend that you vote your shares “FOR” each of the director nominees, for the “every year” option relating to the frequency of future say-on-pay proposals, and “FOR” all of the other proposals presented at the 2024 Annual Meeting.

Regardless of whether you plan to attend the 2024 Annual Meeting, you should vote by following the instructions provided on the Notice as soon as possible. This will assure that your shares are represented at the 2024 Annual Meeting.

Very truly yours,

Marie Z. Ziegler	Larry J. Helling
Chair of the Board	Chief Executive Officer

3551 Seventh Street, Moline, IL 61265

Phone 309.736.3584

Fax 309.736.3149
www.qcrh.com

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 16, 2024

To the Stockholders of QCR Holdings, Inc.:

The annual meeting of stockholders of QCR Holdings, Inc., a Delaware corporation, will be held virtually on Thursday, May 16, 2024, at 8:00 a.m., local time (the “2024 Annual Meeting”). You can attend the 2024 Annual Meeting online, vote your shares electronically and submit questions during the webcast. Instructions on how to attend and participate via the internet, including how to demonstrate proof of stock ownership, are posted on our meeting site at www.virtualshareholdermeeting.com/QCRH2024. You will need to have your 16‐digit control number included on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials) to join the 2024 Annual Meeting. The 2024 Annual Meeting will be held for the following purposes:

1.	to elect four Class I directors to serve until the regular annual meeting of stockholders in 2027 and until their successors are elected and have qualified;

2.	to approve, in a non-binding, advisory vote, the compensation of certain executive officers, which is referred to as a “say-on-pay” vote;

3.	to recommend, in a non-binding, advisory vote, the frequency with which stockholders will vote on future say-on-pay proposals;

4.	to approve the QCR Holdings, Inc. 2024 Equity Incentive Plan;

5.	to ratify the appointment of RSM US LLP as QCR Holdings, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and

6.	to transact such other business as may properly be brought before the meeting and any adjournments or postponements of the meeting.

The Board of Directors has fixed the close of business on March 25, 2024, as the record date for the determination of stockholders entitled to notice of, and to vote at, the 2024 Annual Meeting. In the event there is an insufficient number of votes for a quorum or to approve any of the proposals at the time of the 2024 Annual Meeting, the meeting may be adjourned or postponed in order to permit the further solicitation of proxies.

By order of the Board of Directors,

Deborah M. Neyens

Corporate Secretary

Moline, Illinois
April 4, 2024

TABLE OF CONTENTS

	Page Number
About the 2024 Annual Meeting	2
Proposal 1: Election of Directors	7
Nominees and Continuing Directors	7
Qualifications of our Board Members and Nominees	8
Corporate Governance and the Board of Directors	12
General	12
Committees of the Board of Directors	12
Consideration of Director Candidates	14
Board Diversity	15
Code of Business Conduct and Ethics	15
Board Leadership Structure	16
The Board’s Role in Risk Oversight	16
Environmental, Social and Governance Matters	17
Share Ownership and Retention Guidelines	18
Stockholder Communications with the Board, Nomination and Proposal Procedures	18
Our Executive Management Team	19
Security Ownership of Certain Beneficial Owners	20
Executive Compensation	22
Compensation Discussion and Analysis	22
Overview and Executive Summary	22
Objectives of Our Compensation Program	23
Elements of Compensation	24
Compensation Process	27
Analysis of 2023 Compensation	29
Regulatory Considerations	32
Insider Trading Policy	33
Anti-Hedging Policy	33
Anti-Pledging Policy	33
Clawback Policy	33
Share Ownership and Retention Guidelines	33
Compensation Committee Report	34
Summary Compensation Table	35
Grant of Plan-Based Awards	37
Outstanding Equity Awards at Fiscal Year-End	38
Option Exercises and Stock Vested in 2023	39
Pension Benefits	39
Potential Payments upon Termination or Change in Control	40
Compensation Committee Interlocks and Insider Participation	43
CEO Pay Ratio	44
Pay Versus Performance	44
Director Compensation	48
Cash Compensation	48
Equity Award Compensation	49
Proposal 2: Advisory (Non-Binding) Vote to Approve Executive Officer Compensation	50
Proposal 3: Advisory (Non-Binding) Vote Relating to the Frequency of Future Stockholder Votes on the Compensation of Certain Executive Officers	51
Proposal 4: Approval of the QCR Holdings, Inc. 2024 Equity Incentive Plan	52
Proposal 5: Ratification of Selection of Independent Registered Public Accounting Firm	59
Section 16(a) Beneficial Ownership Reporting Compliance	60
Transactions with Management and Directors	60
Audit Committee Report	60

PROXY STATEMENT

QCR Holdings, Inc., a Delaware corporation (“QCR Holdings”), is the holding company for Quad City Bank and Trust Company, Cedar Rapids Bank and Trust Company, Community State Bank and Guaranty Bank. Quad City Bank and Trust is an Iowa state bank located in Bettendorf and Davenport, Iowa and in Moline, Illinois. Quad City Bank and Trust owns m2 Equipment Finance, LLC, a Wisconsin limited liability company based in Milwaukee, Wisconsin, which is engaged in the business of leasing machinery and equipment to businesses under direct financing lease contracts. Cedar Rapids Bank and Trust is an Iowa state bank located in Cedar Rapids, Cedar Falls and Waterloo, Iowa, serving the Cedar Falls and Waterloo communities through its division, Community Bank & Trust. Community State Bank is an Iowa state bank located in Ankeny, Iowa and five other cities throughout the greater Des Moines area. Guaranty Bank is a Missouri state bank located in Springfield, Missouri and the southwest Missouri markets. When we refer to our “subsidiary banks” in this proxy statement, we are collectively referring to Quad City Bank and Trust, Cedar Rapids Bank and Trust, Community State Bank and Guaranty Bank. When we refer to our “subsidiaries” in this proxy statement, we are collectively referring to our subsidiary banks, as well as our other subsidiaries.

This proxy statement is being furnished in connection with the solicitation by the Board of Directors of QCR Holdings of proxies to be voted at the annual meeting of stockholders (the “2024 Annual Meeting”) to be held virtually on Thursday, May 16, 2024, at 8:00 a.m., local time, and at any adjournments or postponements of the meeting. This proxy statement and the accompanying form of proxy are first being transmitted or delivered to stockholders of QCR Holdings on or about April 4, 2024, together with our 2023 Annual Report to stockholders.

About the 2024 Annual Meeting

The following, presented in question and answer format, is information regarding the meeting and the voting process.

Why did I receive access to the proxy materials?

We have made the proxy materials available to you over the internet because at the close of business on March 25, 2024, the record date for the 2024 Annual Meeting, you owned shares of QCR Holdings common stock. This proxy statement describes the matters that will be presented for consideration by the stockholders at the 2024 Annual Meeting. It also gives you information concerning those matters to assist you in making an informed decision.

The Board of Directors is asking you to give us your proxy. Giving us your proxy means that you authorize another person or persons to vote your shares of our common stock at the 2024 Annual Meeting in the manner you direct. If you vote using one of the methods described herein, you appoint the proxy holder as your representative at the meeting, who will vote your shares as you instruct, thereby assuring that your shares will be voted whether or not you attend the 2024 Annual Meeting. Even if you plan to attend the 2024 Annual Meeting, you should vote by proxy in advance of the meeting in case your plans change.

If you sign and return your proxy card or vote over the internet or by telephone and an issue comes up for a vote at the meeting that is not identified in the proxy materials, the proxy holder will vote your shares, pursuant to your proxy, in accordance with his or her judgment.

Why did I receive a notice regarding the internet availability of proxy materials instead of paper copies of the proxy materials?

We are using the Securities and Exchange Commission notice and access rule that allows us to furnish our proxy materials over the internet to our stockholders instead of mailing paper copies of those materials to each stockholder. As a result, beginning on or about April 4, 2024, we sent our stockholders by mail a notice containing instructions on how to access our proxy materials over the internet and vote online. This notice is not a proxy card and cannot be used to vote your shares. If you received a notice this year, you would not receive paper copies of the proxy materials unless you request the materials by following the instructions on the notice or on the website referred to on the notice.

What matters will be voted on at the meeting?

You are being asked to vote on:

1. the election of four Class I directors for a term expiring in 2027;

2. a non-binding, advisory proposal to approve the compensation of certain executive officers, which is referred to as a “say-on-pay” vote;

3. a non-binding, advisory proposal regarding the frequency with which stockholders will vote on future say-on-pay proposals;

4. the approval of the QCR Holdings, Inc. 2024 Equity Incentive Plan; and

5. the ratification of the selection of our independent registered public accounting firm.

If I am the record holder of my shares, how do I vote?

You may vote by telephone, by internet, or by mail by completing, signing, dating, and mailing the proxy card you received in the mail, if you received paper copies of the proxy materials, or virtually during the meeting, as described further below. If you vote using one of the methods described above, your shares will be voted as you instruct.

If you sign and return your proxy card or vote over the internet or by telephone without giving specific voting instructions, the shares represented by your proxy card will be voted “for” all nominees named in this proxy statement, for the “every year” frequency with respect to the proposal regarding the frequency of future say-on-pay votes, and “for” each of the other proposals described in this proxy statement.

What will I need in order to attend the 2024 Annual Meeting virtually?

You are entitled to attend the 2024 Annual Meeting if you were a stockholder of record as of the record date for the 2024 Annual Meeting, which was the close of business on March 25, 2024. You may attend the 2024 Annual Meeting, vote and submit a question during the 2024 Annual Meeting by visiting www.virtualshareholdermeeting.com/QCRH2024 and using your 16‐digit control number to enter the meeting. Alternatively, you may simply log in as a guest, which does not require a control number, but you will not have the opportunity to vote your shares or ask a question. If you are not a stockholder of record but hold shares in the name of a broker or other fiduciary (or what is typically referred to as “street name”), you should follow the instructions for attending the 2024 Annual Meeting provided by your broker or other fiduciary. However, even if you plan to attend the 2024 Annual Meeting, we recommend that you vote your shares in advance so that your vote will be counted if you later decide not to attend the 2024 Annual Meeting.

Online check-in will start approximately 15 minutes prior to the start of the meeting, which will begin promptly at 8:00 a.m. central time on May 16, 2024. The virtual meeting platform is fully supported across browsers (Microsoft Edge, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting. A technical support number will be made available on the webpage during check-in for stockholders who experience technical difficulties accessing the 2024 Annual Meeting.

How do I ask questions at the 2024 Annual Meeting?

To submit a question at the 2024 Annual Meeting, you will need to log into the meeting using your 16-digit control number. If you would like to submit a question, click on the “Q&A” button at the bottom of the screen, enter your question in the text box and click on “Submit” at any time during the 2024 Annual Meeting. You will be able to input your question into the queue beginning 15 minutes prior to the start of the meeting. You may also provide questions ahead of the 2024 Annual Meeting by emailing Cari J. Henson, VP, Corporate Communications Manager, at chenson@qcrh.com. We encourage you to submit any questions as soon as possible to ensure your questions are received.

If I am the record holder, how do I vote my shares?

You may vote by telephone by calling the toll-free number specified on your notice or by accessing the internet website referred to on your notice, each by following the preprinted instructions on your notice. If you submit your vote by internet, you may incur costs, such as cable, telephone and internet access charges. Votes submitted by telephone or internet must be received by 11:59 p.m. Eastern Time on May 15, 2024. The giving of a proxy by either of these means will not affect your right to vote during the webcast if you decide to attend the 2024 Annual Meeting. If you want to vote during the live webcast of the 2024 Annual Meeting, please follow the instructions for attending and voting at the meeting at the following website: www.virtualshareholdermeeting.com/QCRH2024. Please note, however, that if your shares are held in the name of a broker or other fiduciary, you should follow the instructions for attending the 2024 Annual Meeting provided by your broker or other fiduciary to vote during the live webcast of the meeting. Even if you plan to attend the 2024 Annual Meeting, you should complete, sign, and return your proxy card, or vote by telephone or internet, in advance of the meeting in case your plans change.

If I hold shares in the name of a broker or fiduciary, who votes my shares?

If you received access to these proxy materials from your broker or other fiduciary, your broker or fiduciary should have given you instructions for directing how that person or entity should vote your shares. It will then be your broker or fiduciary’s responsibility to vote your shares for you in the manner you direct.

Under the rules of various national and regional securities exchanges, brokers and fiduciaries generally may vote on routine matters, such as the ratification of the engagement of an independent public accounting firm, but may not vote on non-routine matters unless they have received voting instructions from the person for whom they are holding shares. The election of directors, the approval of the QCR Holdings, Inc. 2024 Equity Incentive Plan, the approval of non-binding advisory proposals on executive compensation and the frequency of future say-on-pay proposals are considered non-routine matters, and, consequently, your broker or fiduciary will not have discretionary authority to vote your shares on these matters. If your broker or fiduciary does not receive instructions from you on how to vote on these matters, your broker or fiduciary will return the proxy card to us, indicating that he or she does not have the authority to vote on these matters. This is generally referred to as a “broker non-vote” and may affect the outcome of the voting on those matters.

We therefore encourage you to provide directions to your broker or fiduciary as to how you want your shares voted on all matters to be brought before the 2024 Annual Meeting. You should do this by carefully following the instructions your broker gives you concerning its procedures. This ensures that your shares will be voted at the 2024 Annual Meeting.

A number of banks and brokerage firms participate in a program that also permits stockholders to direct their vote by telephone or internet. If your shares are held in an account at such a bank or brokerage firm, you may vote your shares by telephone or internet by following the instructions on their voting form. If you submit your vote by internet, you may incur costs, such as cable, telephone, and internet access charges. Voting your shares in this manner will not affect your right to vote during the 2024 Annual Meeting if you decide to attend the 2024 Annual Meeting.

What does it mean if I receive more than one notice card?

It means that you have multiple holdings reflected in our stock transfer records or in accounts with brokers. To vote all of your shares by proxy, please follow the separate voting instructions that you received for the shares of common stock held in each of your different accounts.

What if I change my mind after I vote?

If you hold your shares in your own name, you may revoke your proxy and change your vote at any time before the polls close at the meeting. You may do this by:

● signing another proxy with a later date and returning that proxy to us;

● timely submitting another proxy via telephone or internet by the deadline stated above;

● sending notice that you are revoking your proxy to Shellee R. Showalter, Senior Vice President, Director of Equity Administration & Executive Compensation, QCR Holdings, Inc., 3551 Seventh Street, Moline, Illinois 61265; or

● voting during the live webcast of the 2024 Annual Meeting. However, simply attending the 2024 Annual Meeting will not, by itself, revoke your proxy.

If you hold your shares in the name of your broker or through a fiduciary and desire to revoke your proxy, you will need to contact that person or entity to revoke your proxy.

How many votes do we need to hold the 2024 Annual Meeting?

A majority of the shares that are outstanding and entitled to vote as of the record date must be cast at the 2024 Annual Meeting at which a quorum is present in order to hold the meeting and conduct business.

Shares are counted as present at the meeting if the stockholder either votes during the live webcast or has properly submitted a signed proxy card or other proxy.

On March 25, 2024, the record date, there were 16,799,764 shares of common stock outstanding. Therefore, at least 8,399,883 shares need to be present either by having logged in for the live webcast or by proxy at the 2024 Annual Meeting in order to hold the meeting and conduct business.

What happens if a nominee is unable to stand for election?

The Board of Directors may, by resolution, provide for a lesser number of directors or designate a substitute nominee. In the latter case, shares represented by proxies may be voted for a substitute nominee. Proxies cannot be voted for more than the number of nominees presented for election at the meeting. The Board of Directors has no reason to believe any nominee will be unable to stand for election.

What options do I have in voting on each of the proposals?

You may vote “for” or “withhold authority to vote for” each nominee for director. You may vote “every year,” “every two years,” “every three years” or “abstain” on the proposal regarding the frequency of future say-on-pay votes. You may vote “for,” “against” or “abstain” on each of the other proposals described in this proxy statement and on any other proposal that may properly be brought before the meeting.

How many votes may I cast?

You are entitled to cast one vote for each share of stock you owned on the record date.

How many votes are needed for each proposal?

Our 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 of QCR Holdings. A “withhold authority to vote for” and broker non-votes will have no effect on the election of any director at the 2024 Annual Meeting.

The frequency with which future say-on-pay votes will be held will also be decided by a plurality, with the frequency receiving the most votes being considered the choice of the stockholders. Abstentions and broker non-votes will have no effect on this proposal.

Approval of the say-on-pay vote, the QCR Holdings, Inc. 2024 Equity Incentive Plan, and ratification of the appointment of RSM US LLP as our independent registered public accounting firm and, in general, any other proposals must receive the affirmative vote of a majority of the shares present in person or by proxy at the 2024 Annual Meeting and entitled to vote. Abstentions will have the effect of voting against these proposals and broker non-votes will have no effect on these proposals.

On all matters, broker non-votes will not be counted as entitled to vote but will count for purposes of determining whether or not a quorum is present.

Because the ratification of the say-on-pay vote and frequency of future say-on-pay votes are advisory, the outcomes of such votes will not be binding on the Board of Directors.

Please remember that the election of directors, the non-binding, advisory proposal on executive compensation, the non-binding, advisory vote on the frequency of future say-on-pay votes, and the approval of the QCR Holdings, Inc. 2024 Equity Incentive Plan are each considered to be non-routine matters. As a result, if your shares are held by a broker or other fiduciary, it cannot vote your shares on these matters unless it has received voting instructions from you.

Where do I find the voting results of the meeting?

If available, we will announce voting results during the webcast of the 2024 Annual Meeting. The voting results will also be disclosed on a Form 8-K that we will file within four business days of the 2024 Annual Meeting.

Who bears the cost of soliciting proxies?

We will bear the cost of soliciting proxies. In addition to solicitations by mail, officers, directors, or employees of QCR Holdings or of our subsidiaries may solicit proxies in person or by telephone. These persons will not receive any special or additional compensation for soliciting proxies. We may reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders.

What is householding?

The Securities and Exchange Commission has issued rules regarding the delivery of proxy statements and information statements to households. These rules spell out the conditions under which annual reports, information statements, proxy statements, prospectuses and other disclosure documents of a particular company that would otherwise be mailed in separate envelopes to more than one person at a shared address may be mailed as one copy in one envelope addressed to all holders at that address (i.e., “householding”). To conserve resources and reduce expenses, we consolidate materials under these rules when possible.

However, because we are using the Securities and Exchange Commission notice and access rule for the 2024 Annual Meeting, we will not household our proxy materials or notices to stockholders of record who share an address. This means that stockholders of record who share an address will each be mailed a separate notice of the proxy materials. However, certain brokerage firms, banks, or similar entities holding our common stock for their customers may household proxy materials or notices. Stockholders who share an address and whose shares of our common stock are held in street name should contact their broker or fiduciary if they now receive: (i) multiple copies of our proxy materials or notices and wish to receive only one copy of these materials per household in the future; or (ii) a single copy of our proxy materials or notice and wish to receive separate copies of these materials in the future. If at any time you would like to receive a paper copy of our Annual Report or proxy statement, please write to Shellee R. Showalter, Senior Vice President, Director of Equity Administration & Executive Compensation at QCR Holdings, Inc., 3551 Seventh Street, Moline, Illinois 61265, or call us at (309) 736-3580.

PROPOSAL 1:

ELECTION OF 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.

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

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

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.

Qualifications of our Board Members and Nominees

Descriptions of each director’s business experience during the past five years or more, as well as their qualifications to serve on the Board of Directors, are as follows:

Mary Kay Bates is President and Chief Executive Officer of Bank Midwest, a regional community bank and financial services company based in Spirit Lake, Iowa, which provides banking, insurance, and wealth management services through an 11-branch network located throughout Northwest Iowa, Southwest Minnesota, and Sioux Falls, South Dakota. Ms. Bates’ career in community banking has spanned over 30 years and, since joining Bank Midwest in 1995, she has gained a broad range of experience in lending, marketing, audit/risk, human resources, and operations. As an executive leader of Bank Midwest for the past 15 years, her responsibilities progressively increased to strategic initiatives that have included acquisitions and growth strategies, operational effectiveness, and workforce engagement. Ms. Bates currently serves on the board of directors for Bank Midwest and Goodenow Bancorporation. She is Chair of the Iowa Bankers Association as well as Trustee of the Graduate School of Banking at Colorado and serves on the launch committee for the ABA Women CEO Peer Group. Ms. Bates is recognized as an active community leader and volunteer, having served as a director and officer on multiple boards to enrich the quality of life and economic development within her community. In 2019, Ms. Bates was recognized as Banker of the Year by BankBeat Magazine. She attended Iowa State University and graduated with honors from the Graduate School of Banking at Colorado. We consider Ms. Bates to be a qualified candidate for service on the Board of Directors due to her extensive knowledge of the banking industry that she has attained as the President and Chief Executive Officer of Bank Midwest.

John-Paul E. Besong is a former Senior Vice President of e-Business and Chief Information Officer for Rockwell Collins, which was a Fortune 500 company based in Cedar Rapids, Iowa, which provided aviation electronics for both commercial and military aircraft, (now operating as Collins Aerospace). He was appointed Senior Vice President and Chief Information Officer in 2003. Beginning in 1979, when he joined Rockwell Collins as a chemical engineer, Mr. Besong held management roles having increasingly more responsibility within the company, including Vice President of e-Business and Lean ElectronicsSM, Head of the SAP initiative and Director of the Printed Circuits and Fabrication businesses. Mr. Besong serves on the boards of directors of United Fire Group, Inc., Junior Achievement (Cedar Rapids area), Mercy Medical Center, Iowa Public Television Foundation, the Technology Association of Iowa (TAI) CIO Advisory Board and is a former director of Lean Aerospace Initiative (LAI). He also serves as a member and former chair of the executive board of TAI. We consider Mr. Besong to be a qualified candidate for service on the Board of Directors and the committees he is a member of due to his business acumen and distinguished management career as an officer and information technology expert of a Fortune 500 company.

Brent R. Cobb is Chief Executive Officer of World Class Industries. Mr. Cobb joined World Class Industries in May 2002 as Vice President, subsequently being named President in 2005 and Chief Executive Officer in 2019. Concurrently, Mr. Cobb is Chairman of Morton Industries, a global leader in tube fabrication for global equipment manufacturers. Active in the community, he is a past chair of the Greater Cedar Rapids Community Foundation and the founding board chair of the Hiawatha Economic Development Corporation. Additionally, Mr. Cobb is involved in YPO Iowa and is a former Chapter Chair. Currently he chairs the Zach Johnson Foundation board. We consider Mr. Cobb to be a qualified candidate for service on the Board of Directors due to his knowledge and experience gained through his various roles at World Class Industries, in addition to his leadership roles in the Cedar Rapids, Iowa area, one of our markets.

James M. Field is a retired President and Chief Financial Officer of Deere & Company. During his 27 years with John Deere, he served as President of Worldwide Construction & Forestry and Power Systems, President of Worldwide Agricultural & Turf Division and President of Worldwide Commercial and Consumer Equipment Division. In addition, Mr. Field has also served as Deere & Company’s Chief Financial Officer and its Principal Accounting Officer and held several additional positions in the areas of accounting, treasury, business development, and planning. Before joining Deere & Company, Mr. Field served in a number of assignments at Deloitte & Touche. Mr. Field is a graduate of Western Michigan University and holds a Certified Public Accountant designation. He has completed Executive Education at Dartmouth’s Tuck School of Business, has served as a member of the Executive Committee for the John Deere Classic and served on the board of directors for Hand in Hand and the Board of Trustees for St. Ambrose University. We consider Mr. Field to be a qualified candidate for service on the Board of Directors due primarily to his knowledge and experience regarding public companies that he gained in his various roles at Deere & Company as well as the financial and investment banking perspective he brings.

Todd A. Gipple currently serves as the President and Chief Financial Officer of QCR Holdings. He is a Certified Public Accountant (inactive) and began his career with KPMG Peat Marwick in 1985. In 1991, McGladrey & Pullen (now known as RSM US LLP) acquired the Quad Cities practice of KPMG. Mr. Gipple was named Tax Partner with McGladrey & Pullen in 1994 and served as the Tax Partner-in-Charge of the firm’s Mississippi Valley Practice and as one of five Regional Tax Coordinators for the national firm until he joined QCR Holdings in January 2000 as Executive Vice President and Chief Financial Officer. He specialized in Financial Institutions Taxation and Mergers and Acquisitions throughout his 14-year career in public accounting. Mr. Gipple currently serves on the board of directors of the John Deere Classic and is Past-Chair and a current member of the Executive Committee of the board of directors for the YMCA of the Iowa Mississippi Valley. Mr. Gipple previously served on the board of directors and the Executive Committee of the Davenport Chamber of Commerce, United Way of the Quad Cities, SAL Family and Community Services and the Scott County Beautification Foundation and was a member of the original governing body for the Quad Cities “Success by 6” initiative. Mr. Gipple was the 2016 Chief Corporate Chair for the Quad Cities JDRF One Walk. We consider Mr. Gipple to be a qualified candidate for service on the Board of Directors due to his experience as the President and Chief Financial Officer of QCR Holdings and his prior experience as a tax partner in public accounting. Mr. Gipple brings extensive business and banking experience to the Board of Directors and enhances the Board of Directors’ overall understanding of QCR Holdings’ and the banking industry.

John F. Griesemer is the President and Chief Executive Officer of Erlen Group and serves on its board of directors. Before being named CEO in 2017, Mr. Griesemer was Chief Operating Officer for Erlen Group’s Aggregates, Logistics and Real Estate entities. The Erlen Group is a privately-held family of industrial companies including Springfield Underground, Cold Zone, Umlaut Industrials, and Erlen Group Aggregates. Prior to joining Erlen Group, he was with Vulcan Materials Company in Norther Virginia. Mr. Griesemer holds a B.S. degree in Industrial Management and Engineering from Purdue University. He is a member of the Springfield Catholic Schools Board, BNSF Transload Advisory Board and the National Stone Sand and Gravel Association Board. He is the past Chairman of Mercy Springfield Communities, and a past member of the board of directors of the Missouri Limestone Producers Association, Catholic Campus Ministries, Junior Achievement of the Ozarks, and Ozark Technical Community College Foundation. We consider Mr. Griesemer to be a qualified candidate for service on the Board of Directors due to his strong organizational and leadership background, management experience and deep ties in the Springfield, Missouri community, one of our market areas, and his service on the boards of directors of Guaranty Federal Bancshares and Guaranty Bank.

Larry J. Helling has served as the Chief Executive Officer of QCR Holdings since May 2019. He joined QCR Holdings in September of 2001 as President and Chief Executive Officer of Cedar Rapids Bank and Trust. He was previously the Executive Vice President and Regional Commercial Banking Manager of Firstar Bank in Cedar Rapids with a focus on the Cedar Rapids metropolitan area and the Eastern Iowa region. Prior to his six years with Firstar Bank, Mr. Helling spent 12 years with Omaha National Bank. Mr. Helling is a graduate of the Cedar Rapids Leadership for the Five Seasons program and currently serves on the Board of Trustees of the United Way of East Central Iowa and Junior Achievement, as well as the board of directors of the Entrepreneurial Development Center. He is past President and a member of the Rotary Club of Cedar Rapids. We consider Mr. Helling to be a qualified candidate for service on the Board of Directors due to his experience as the President of Cedar Rapids Bank and Trust, his past experience as an executive officer of Firstar Bank, located in Cedar Rapids, Iowa, one of our market areas, and his prior banking experience. Mr. Helling brings extensive business experience to the Board of Directors and enhances the Board of Directors’ overall understanding of QCR Holdings and the banking industry.

Elizabeth “Libby” Jacobs is President of The Jacobs Group, LLC, a Des Moines-based consulting firm specializing in the energy and regulated utilities industries, focused on business development, strategic communications, and public and regulatory policy. Ms. Jacobs formerly served on the Iowa Utilities Board, including four years as Chair. Previously, she had a 20-year career with the Principal Financial Group serving as Community Relations Director for the last 14 years of her career. In addition, Ms. Jacobs served seven terms in the Iowa House of Representatives, and was elected by her peers to serve seven years as Majority Whip. She has received numerous awards and honors, including the 2008 West Des Moines Citizen of the Year, 2008 Greater Des Moines Leadership Institute Business Leadership Award, and selection as a 2001 Des Moines Business Record Woman of Influence. Currently Ms. Jacobs serves on the board of directors of Community State Bank and Delta Dental of Iowa. She is the Immediate Past Chair of the board of directors of Goodwill Industries of Central Iowa and serves on the board of directors of Iowa Public Radio and Plymouth Church Foundation. She has served in leadership positions on nonprofit boards in the Des Moines area as well as regionally and nationally. Ms. Jacobs earned her Bachelor of Arts, with distinction, in political science from the University of Nebraska-Lincoln and her Master of Public Administration from Drake University. We consider Ms. Jacobs to be a qualified candidate for service on the Board of Directors due to her public company experience, as well as her community involvement, which includes leadership roles on numerous nonprofit boards with focus on strategic planning and sustainability.

Mark C. Kilmer is Chair of the Board of The Republic Companies, a partially family-owned business founded in 1916 and headquartered in Davenport, Iowa involved in the wholesale equipment and supplies distribution of energy management, electrical, heating, air-conditioning and sign support systems. Prior to joining The Republic Companies in 1984, Mr. Kilmer worked in the Management Information Systems Department of Standard Oil of California (Chevron) in San Francisco. Mr. Kilmer is currently the Chair of the board of directors of Quad City Bank and Trust, a board member of Genesis Health System, a member of the Board of Trustees of St. Ambrose University, and a former member of the board of directors of IMARK Group, Inc., a national member-owned purchasing cooperative of electric supplies and equipment distributors. He is a two-term past Chair of the PGA TOUR John Deere Classic and the past Chair of the Scott County YMCA’s board of directors. Mr. Kilmer is the past Chair of the board of directors of Genesis Medical Center and has served on the board of directors of the Genesis Heart Institute, St. Luke’s Hospital, Rejuvenate Davenport, the Vera French Foundation and Trinity Lutheran Church. He was a four-time project business consultant for Junior Achievement. Prior to joining the board of Quad City Bank and Trust in 1996, Mr. Kilmer served on the board of directors of Citizen’s Federal Savings Bank in Davenport, Iowa. In 2014, Mr. Kilmer was named the Outstanding Volunteer Fundraiser by the Quad City Chapter of the Association of Fundraising Professionals, and along with his wife, Kathy, received the Bethany Homes Leadership Family of the Year Award. In 2016, Mr. Kilmer and his wife were inducted into the Hall of Fame of the Handicapped Development Center. In 2023, Mr. Kilmer was inducted into Junior Achievement’s Quad City Business Hall of Fame. We consider Mr. Kilmer to be a qualified candidate for service on the Board of Directors due to his past experience as the President of a successful wholesale and supply distribution business in Davenport, Iowa, one of our market areas, prior service on a bank board and his knowledge of the business community in the areas in which QCR Holdings operates.

Donna J. Sorensen earned an undergraduate degree from Marycrest College and Juris Doctor degree from the University of Iowa College of Law. She has over thirty years’ experience in Wealth Management (Trust, Brokerage, Private Banking) having served as Executive Vice President Institutional Trust for U.S. Bank and President of SCI Pension Services. Ms. Sorensen has also taught as an Adjunct Professor at the University of Iowa Tippie College of Business. She has served in leadership positions on numerous nonprofit boards in the Cedar Rapids community and for the University of Iowa. We consider Ms. Sorensen to be a qualified candidate for service on the Board of Directors due to her experience as the President of a consulting firm in Iowa City, Iowa, her prior banking and wealth management experience, and her education and training as an attorney.

Marie Z. Ziegler is a retired Vice President and Deputy Financial Officer of Deere & Company and was previously the Vice President and Treasurer. She joined Deere & Company in 1978 as a consolidation accountant and held management positions in finance, treasury operations, strategic planning and investor and banking relations. Ms. Ziegler is a 1978 graduate of St. Ambrose University, with a Bachelor of Arts in accounting. She received her Certified Public Accountant designation in 1979, an MBA from the University of Iowa in 1985 and became a Board Leadership Fellow of the National Association of Corporate Directors in 2017. Ms. Ziegler is Chair of Royal Neighbors of America and the River Bend Food Bank, and is Vice Chair of Unity Point Health. She served as Chair of the Camp Liberty Capital Campaign for the Girl Scouts and Co-Chair of the Unity Point Birthplace campaign. She is a past Chair of UnityPoint Health-Quad Cities, St. Ambrose University College of Business Alumni Advisory Council and the Regional Development Authority. At UnityPoint Health she chairs the Audit, Compliance and Information Security Committee and serves on the Executive/Compensation Committee and the Finance and Investment Committee. She previously served on the following boards: United Way, John Deere Foundation, Quad Cities Community Foundation, Trinity Regional Health Systems, Trinity North Hospital/Trinity Medical Center, Mississippi Valley Girl Scout Council, Deere & Company Employees Credit Union, and University of Iowa College of Business Tippie Advisory Board. She is past-Chair of fundraising for Playcrafters Barn Theatre and a past-Chair of the Two Rivers YMCA Board of Trustees. In 2006 Ms. Ziegler was honored with a Quad City Athena Business Women’s Award and in 2016 was an Iowa Women’s Foundation honoree. Ms. Ziegler brings a broad knowledge of audit, risk and financial investment experience, all of which are valuable perspectives for the Board of Directors. We consider Ms. Ziegler to be a qualified candidate for service on the Board of Directors due primarily to the knowledge and experience regarding public companies she gained in her various roles at Deere & Company, as well as her involvement with a number of charitable organizations headquartered in communities served by QCR Holdings, providing her with business connections and extensive knowledge of our market areas.

CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS

General

Generally, the Board of Directors oversees our business and monitors the performance of our management. In accordance with our corporate governance procedures, the Board of Directors does not involve itself in the day-to-day operations of QCR Holdings, which is monitored by our executive officers and management. Our directors fulfill their duties and responsibilities by attending regular meetings of the full Board of Directors, which are held no less frequently than quarterly. Our directors also discuss business and other matters with Mr. Helling, our Chief Executive Officer, other key executives and our principal external advisors (legal counsel, auditors and other consultants). The Board of Directors is currently comprised of 11 directors.

Directors Bates, Besong, Cobb, Field, Griesemer, Jacobs, Kilmer, Sorensen, and Ziegler are “independent” according to the Nasdaq listing requirements, and the Board of Directors has determined that these independent directors do not have other relationships with us that prevent them from making objective, independent decisions. Directors Helling and Gipple are not “independent” because they also serve as executive officers of QCR Holdings and certain of our subsidiaries.

During 2023, the Board of Directors had an Audit Committee, a Risk Oversight Committee, a Nomination and Governance Committee, a Compensation Committee, and an Executive Committee. The current charters of these committees are available on our website at www.qcrh.com. Also posted on the website is general information regarding QCR Holdings and our common stock, many of our corporate polices (including our Corporate Governance Guidelines), and links to our filings with the Securities and Exchange Commission.

In 2023, a total of four meetings were held by the Board of Directors of QCR Holdings. All incumbent directors attended at least 75 percent of the aggregate of the meetings of the Board of Directors and the committees on which they served during 2023. Although we do not have a formal policy regarding director attendance at the annual meeting of our stockholders, we encourage our directors to attend. Last year, all of our directors attended the virtual annual meeting of our stockholders.

Committees of the Board of Directors

The composition of the committees of the Board of Directors as of December 31, 2023 is shown in the following table:

Audit Committee. In 2023, the Audit Committee consisted of directors Bates, Cobb (Vice Chair), Field (Chair) and Kilmer, and met four times. Each of the members is “independent” pursuant to the Nasdaq listing requirements and the regulations of the Securities and Exchange Commission. The Board of Directors has determined that Mr. Field qualifies as an “Audit Committee Financial Expert” as that term is defined by the regulations of the Securities and Exchange Commission. The Board of Directors based this decision on his professional experience as former President and Chief Financial Officer of Deere & Company, and his educational experience, including having received a Certified Public Accountant designation.

The functions performed by the Audit Committee include, but are not limited to, the following:

	●	selecting our independent auditors and pre-approving all engagements and fee arrangements;

	●	reviewing the independence of the independent auditors;

	●	reviewing actions by management on recommendations of the independent auditors and internal auditors;

	●	meeting with management, the internal auditors and the independent auditors to review the effectiveness of our system of internal control and internal audit procedures;

	●	reviewing our earnings releases and reports filed with the Securities and Exchange Commission; and

	●	reviewing reports of bank regulatory agencies and monitoring management’s compliance with recommendations contained in those reports.

To promote the independence of the audit function, the Audit Committee consults separately and jointly with QCR Holdings’ independent auditors, internal auditors and management. The Audit Committee has adopted a written charter, which sets forth its duties and responsibilities. The current charter of the Audit Committee is available on our website at www.qcrh.com.

Compensation Committee. In 2023, the Compensation Committee consisted of directors Field, Griesemer (beginning in August 2023), Jacobs (Vice Chair), Kilmer (Chair) and Ziegler, and met three times. Each of these directors is “independent” according to the Nasdaq listing requirements and a “non-employee” as defined in Section 16 of the Exchange Act. The purpose of the Compensation Committee is to determine the compensation to be paid to Mr. Helling, our Chief Executive Officer, and our other executive officers, as well as to make decisions regarding various personnel, compensation, and benefits related matters of QCR Holdings and its subsidiaries. The Compensation Committee reviews Mr. Helling’s performance and relies on Mr. Helling’s assessment of the performance of each of our other executive officers. Other members of senior management also provide the Compensation Committee with evaluations as to employee performance, guidance on establishing performance targets and objectives, and recommendations with respect to other compensation programs. The Compensation Committee also reviews and recommends to the Board of Directors for approval other incentive compensation and equity compensation plans for QCR Holdings. The Compensation Committee’s responsibilities and functions are further described in its charter, which is available on our website at www.qcrh.com.

Nomination and Governance Committee. In 2023, the Nomination and Governance Committee consisted of directors Besong (Vice Chair), Griesemer, Jacobs, Sorensen (Chair), and Ziegler, and met four times. Each of these directors is “independent” according to the Nasdaq listing requirements. The primary purposes of the Nomination and Governance Committee are to identify and recommend individuals to be presented to our stockholders for election or re-election to the Board of Directors and to review and monitor our policies, procedures and structure as they relate to corporate governance. We have adopted Corporate Governance Guidelines to assist our Board of Directors in the exercise of its responsibilities. The responsibilities and functions of the committee are further described in its charter, which, along with the Corporate Governance Guidelines, is available on our website at www.qcrh.com.

Risk Oversight Committee. In 2023, the Risk Oversight Committee consisted of directors Bates (Chair), Besong (Vice Chair), Cobb, Kilmer, Sorensen, and Ziegler, and met four times. Each of these directors is “independent” according to the Nasdaq listing requirements. The Risk Oversight Committee is charged with being the primary committee to actively monitor and oversee the risk management process. Additional information regarding risk oversight and the Risk Oversight Committee’s role is found on page 16 of this proxy statement. The responsibilities and functions are further described in its charter, which is available on our website at www.qcrh.com.

Executive Committee. The Executive Committee consisted of directors Bates, Field (Vice Chair), Helling, Kilmer, Sorensen, and Ziegler (Chair), and did not meet in 2023. The Executive Committee is authorized to act with the same authority as the Board of Directors between meetings of the Board of Directors, subject to certain limitations set forth in its charter. Although this authority allows the committee to act quickly on matters requiring urgency when the full Board of Directors is not available to meet, it is not intended to supplant the authority of the full Board of Directors. The responsibilities and functions of the Executive Committee are further described in its charter, which is available on our website at www.qcrh.com.

Consideration of Director Candidates

Director Nominations and Qualifications. For the 2024 Annual Meeting, the Nomination and Governance Committee recommended for re-election to the Board of Directors each of the four incumbent directors whose terms are scheduled to expire at the 2024 Annual Meeting. These nominations were approved by the full Board of Directors. We did not receive any stockholder nominations for director for the 2024 Annual Meeting.

In carrying out its nominating function, the Nomination and Governance Committee has developed qualification criteria for membership on the Board of Directors. All potential nominees for election, including incumbent directors, board nominees and those stockholder nominees included in the proxy statement are reviewed for the following attributes:

	●	demonstrated integrity, ethics, reputation and character;

	●	education, professional background and/or board experience relevant to the operation of QCR Holdings and service on the Board of Directors;

	●	evidenced leadership and sound business judgment in his or her professional life;

	●	well recognized and demonstrated leadership of service to his or her community; and

	●	willingness and ability to devote sufficient time to carrying out the duties and responsibilities required of a board member.

The Nomination and Governance Committee also evaluates potential nominees to determine if they have any conflicts of interest that may interfere with their ability to serve as effective board members, to determine if they meet QCR Holdings’ age eligibility requirements (a person who has reached age 75 before the date of the 2024 Annual Meeting is not eligible for election to the Board of Directors) and to determine whether they are “independent” in accordance with the Nasdaq listing requirements (to ensure that at least a majority of the directors will, at all times, be independent). The Nomination and Governance Committee considers the diversity of its directors and nominees in terms of knowledge, experience, skills, expertise, and other demographics which may contribute to the Board of Directors. It has not, in the past, retained any third party to assist it in identifying candidates, but it has the authority to retain a third-party firm or professional for the purpose of identifying candidates.

The Nomination and Governance Committee identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service whose term is scheduled to expire at the upcoming annual stockholder meeting to determine if those individuals satisfy the qualification criteria for continued membership on the Board of Directors. Prior to nominating an existing director for re-election to the Board of Directors, it considers and reviews the following attributes with respect to each existing director:

	●	Board of Directors and committee attendance and performance;

	●	length of board service;

	●	experience, skills and contributions that the existing director brings to the Board of Directors;

	●	independence and any conflicts of interest; and

	●	any significant change in the existing director’s status, including the attributes considered for initial membership on the Board of Directors.

Current members of the Board of Directors who satisfy the qualification criteria described above and who are willing to continue in service are considered for re-nomination. If any member of the Board of Directors does not wish to continue to service or if the Nomination and Governance Committee or the Board of Directors decides not to re-nominate a member for re-election, it would determine whether or not the position would be filled and, if so, would identify the desired skills and experience of a new nominee.

Board Diversity

The Nasdaq listing rules require all Nasdaq listed companies to disclose consistent, transparent diversity statistics regarding their boards of directors. The rules also require Nasdaq listed companies to have, or explain why they do not have, at least two diverse directors, including one who self-identifies as female and one who self-identifies as either an under-represented minority or LGBTQ+. Accordingly, we have surveyed members of our Board of Directors and concluded that the Board of Directors is in compliance with Nasdaq’s diversity requirement. The Board Diversity Matrix below presents the Board of Directors’ diversity statistics as prescribed by the Nasdaq rule.

Code of Business Conduct and Ethics

We have a Code of Business Conduct and Ethics in place that applies to all of our directors and employees, and all of these individuals receive annual training. The code sets forth the standard of ethics that we expect all of our directors and employees to follow, including our Chief Executive Officer and Chief Financial Officer. The code is posted on our website at www.qcrh.com. We have satisfied and intend to continue to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding any amendment to or waiver of the code with respect to our Chief Executive Officer, Chief Financial Officer, and persons performing similar functions, by posting such information on our website.

Board Leadership Structure

Since January 1, 2007, we have kept the positions of Chair of the Board of Directors and Chief Executive Officer separate. While our bylaws do not require our Chair and Chief Executive Officer positions to be separate, the Board of Directors believes that having separate positions and having an independent outside director serve as Chair is the appropriate leadership structure for QCR Holdings at this time and demonstrates our commitment to good corporate governance. Separating these positions allows our Chief Executive Officer to focus on our day-to-day business, while allowing the Chair to lead the Board of Directors in its fundamental role of providing advice to, and exercising independent oversight of, management. We believe that having an independent Chair eliminates conflicts of interest that could arise if the positions were held by one person. In addition, this leadership structure allows the Board of Directors to more effectively monitor and evaluate the performance of our Chief Executive Officer.

Currently, Ms. Ziegler holds the position of Chair of the Board of Directors and Mr. Helling holds the position of Chief Executive Officer. Ms. Ziegler is “independent” according to the Nasdaq listing requirements. To further enhance the role of the independent directors on our Board of Directors and consistent with the Nasdaq listing requirements, the Board of Directors’ independent directors regularly meet without Messrs. Helling or Gipple in attendance.

The Board’s Role in Risk Oversight

While management is responsible for the day-to-day management of risks QCR Holdings faces, oversight of our risk management is central to the role of the Board of Directors. The Risk Oversight Committee is charged with the primary responsibility for overseeing risk management functions including those relating to operational (including information technology and cyber security aspects), legal/regulatory, capital, liquidity, interest rate, reputational and strategic risks, on behalf of the Board of Directors. The members of the Risk Oversight Committee discuss our risk assessment and risk management policies, provide oversight, and inquire about significant risks and exposures, if any, and the steps taken to monitor and minimize such risks. As noted on page 14 of this proxy statement, the Risk Oversight Committee is composed of independent directors. The Risk Oversight Committee makes regular reports to the full Board of Directors.

In addition, other board committees have been assigned oversight responsibility for specific areas of risk and risk management, and each committee considers risks within their areas of responsibility. The Audit Committee is responsible for monitoring our financial reporting process and system of internal controls, including controls related to risk management. The Compensation Committee is chiefly responsible for compensation-related risks. The members of the Compensation Committee discuss and review the key business and other risks we face and the relationship of those risks to certain compensation arrangements. This review is intended to comply with the Securities and Exchange Commission requirement to assess risks related to compensation plans and requirements of financial institution regulatory agencies (each as more fully described in the “Executive Compensation” section of this proxy statement). The subsidiary banks’ Loan Committees have primary responsibility for credit risk. For those subsidiary banks that have fiduciary powers, the banks’ Wealth Management Committees have primary responsibility for fiduciary risk. Each of these committees receives regular reports from management regarding such risks and reports regularly to the Risk Oversight Committee or the full Board of Directors concerning such risks.

Environmental, Social, and Governance Matters

QCR Holdings is built on relationships and integrity. We adhere to those principles in all areas of our business and in our communities and believe that our Environmental, Social and Governance (“ESG”) initiatives will drive shareholder value and make us a better company.

We believe in the responsible use of our resources with a focus on sustainability. We are committed to supporting the communities in which we live and work, integrity in our business practices, and strong corporate governance principles. With numerous programs and activities aligned with our ESG framework, we will continue to develop and enhance our efforts to ensure we are doing what is right for our customers, our employees, and our communities. Below are some of the ways we have addressed ESG matters for the benefit of all of our stakeholders.

Environmental: We believe in responsible use of our resources with a focus on sustainability. Our 2023 environmental efforts included:

	●	Facility enhancements to reduce our energy consumption, including incorporating rooftop solar and other energy-efficient features in the design of our new Cedar Rapids, IA, facility, replacing the HVAC system at our Brady Street, Davenport, IA, location with energy efficient units, and ongoing LED conversions across the company.
	●	Reducing waste through recycling programs across the company, donating old office furniture, eliminating single-use plastic products, and promoting use of e-statements by customers.
	●	We provided approximately $80.5 million in financing for solar projects and $6.4 million in Property Assessed Clean Energy (PACE) financing in 2023.

Social: We are committed to fostering and preserving a culture of diversity, equity, and inclusion (“DEI”), promoting a highly engaged workforce, and supporting the communities in which we live and work. Some of our 2023 highlights include:

	●	We hired a Chief Human Resources Officer to elevate and escalate issues related to human capital within the organization with a focus on attracting, retaining and developing top talent, educating employees on the compensation and benefits components of their employment, and maximizing benefits usage.
	●	We expanded our employee development opportunities with a newly created monthly manager development series.
	●	We added a new Volunteer Time Off benefit to provide eight hours of paid leave for employees to volunteer in their communities.
	●	Our annual employee engagement survey resulted in an engagement score of 78%, above the financial services national benchmark of 75%, with a 92% employee participation rate that exceeded 2022 participation.
	●	Our annual DEI survey saw participation increase by 4.9% over the prior year, with an overall score of 4.0 on a 1-5 scale, up from 3.9 in 2022.
	●	Our employees volunteered almost 23,000 hours, including over 4,300 hours of financial literacy efforts, in the communities we serve.
	●	We supported non-profit organizations and community development efforts with over $2 million in corporate sponsorships and donations.
	●	We provided over $648 million in Community Reinvestment Act (CRA) financing and investments.
	●	Since 2018 and through year-end 2023, we have supported the affordable housing market with $1.78 billion in loans and $112.8 million in investments through 422 multifamily projects.

Governance: We are committed to integrity in our business practices and strong corporate governance principles. Some highlights include:

	●	Our Board of Directors includes 45% women and minorities, with women in several Board of Directors leadership roles, including Chair of the Board of Directors and three committee chair positions.
	●	Our Code of Business Conduct and Ethics Policy (the “Code”) reinforces our commitment to ethical business practices, details the fundamental principles of ethical business behavior, and defines the responsibilities of all employees, officers, and directors. All employees and directors receive annual training on the Code.
	●	We maintain a comprehensive cyber and information security program to ensure the protection and proper disposal of company information and customers’ non-public personal information. All employees receive annual training on information security, including specific training on identity theft, phishing, and social engineering.
	●	Through our Best in Class initiative, we have implemented a total of 325 standard operating procedures as of year-end 2023 to allow for collaboration, agility, transformation, and innovation throughout the company.

Share Ownership and Retention Guidelines

In order to better align the interests of our board members and management with the interests of our stockholders, our Board of Directors adopted share ownership guidelines in 2008. These share ownership guidelines were amended in February 2016 to clarify the ownership holding requirements for our executives, and later amended in November 2022 for a change to non-employee directors of QCR Holdings to better align with our peer group’s requirements.

Under these guidelines, non-employee directors of QCR Holdings are expected to achieve a share ownership level with a value equal to five times the amount of each non-employee director’s annual cash retainer (excluding compensation for committee service) within five years of initial election as a director and maintain such ownership level so long as they serve in the position of director. For 2024, based on the one-year trailing average monthly closing stock price, the amount is 4,227 shares.

We also have share ownership guidelines for our named executive officers, who are set forth on page 22 of this proxy statement. The stock ownership guidelines vary by position and for Messrs. Helling and Gipple, in light of their service as board members of QCR Holdings, the amount is 30,000 shares. For all other named executive officers, based on QCR Holdings’ one-year trailing average monthly closing stock price, the amount is 5,205 shares within three years of date of hire, which must be maintained so long as they are employed in their positions with QCR Holdings and/or a subsidiary.

Currently, each QCR Holdings director and each named executive officer holds the requisite number of shares and is in compliance with the share ownership guidelines.

Stockholder Communications with the Board, Nomination and Proposal Procedures

General Communications with the Board of Directors. Stockholders may contact our Board of Directors by contacting Deborah M. Neyens, Corporate Secretary, at QCR Holdings, Inc., 3551 Seventh Street, Moline, Illinois 61265 or (309) 736-3580. All appropriate comments will be forwarded directly to the Chair of the Board of Directors. Ms. Neyens will not generally forward communications that are primarily commercial in nature or related to an improper or irrelevant topic.

Nominations of Directors. In accordance with our bylaws, a stockholder may nominate a director for election at an annual meeting of stockholders by delivering or mailing written notice of the nomination to our Corporate Secretary, at the above address, not less than 30 days nor more than 75 days prior to the date of the annual meeting, provided, however, that if we provide less than 40 days’ notice or prior public disclosure of the date of the meeting, notice by the stockholder, to be timely, must be received no later than the close of business on the 10^th day following the day on which notice of the date of the meeting was mailed or such public disclosure was made, whichever occurs first. The stockholder’s notice of intention to nominate a director must include: (i) the name and address of record of the nominating stockholder; (ii) a representation that the stockholder is a record holder entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) the name, age, business and residence addresses and principal occupation or employment of each nominee; (iv) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (v) any other information regarding each proposed nominee as would be required to comply with the rules and regulations set forth by the Securities and Exchange Commission; and (vi) the consent of each nominee to serve as a director of the corporation if so elected. We may request additional information after receiving the notification for the purpose of determining the proposed nominee’s eligibility to serve as a director. Persons nominated for election to the Board of Directors pursuant to this paragraph will not be included in our proxy statement.

Other Stockholder Proposals. To be considered for inclusion in our proxy statement and form of proxy for our 2025 annual meeting of stockholders, stockholder proposals must be received by our Corporate Secretary, at the above address, no later than December 6, 2024, and must otherwise comply with the notice and other provisions of our bylaws, as well as Securities and Exchange Commission rules and regulations, including Rule 14a-8 adopted under the Exchange Act. Submission of a proposal does not guarantee inclusion within our proxy statement.

In accordance with our bylaws, for proposals to be brought by a stockholder at an annual meeting, the stockholder must file a written notice of the proposal to our Corporate Secretary, at the above address, not less than 30 days nor more than 75 days prior to the date of the annual meeting, provided, however, that if we provide less than 40 days’ notice of the meeting, notice by the stockholder, to be timely, must be delivered no later than the close of business on the 10^th day following the day on which notice of the date on which the notice of the meeting was first mailed to stockholders. The notice must set forth: (i) a brief description of each proposal and the reasons for conducting such business at the meeting; (ii) the name and address of the proposing stockholder; (iii) the number of shares of the corporation’s common stock beneficially owned by the stockholder on the date of the notice; and (iv) any financial or other interest of the stockholder in the proposal. Stockholder proposals submitted under these procedures will not be included in our proxy statement.

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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information regarding our common stock beneficially owned on March 25, 2024, by each director, by each director nominee, by each named executive officer named in the summary compensation table, by persons who are the beneficial owners of more than 5% of our common stock and by all directors and executive officers of QCR Holdings as a group. Beneficial ownership has been determined for this purpose in accordance with Rule 13d-3 under the Exchange Act, under which a person is deemed to be the beneficial owner of securities if he or she has voting power or investment power in respect of such securities or has the right to acquire beneficial ownership of securities within 60 days of March 25, 2024.

Name of Stockholder and Number of Persons in Group	Amount and Nature of Beneficial Ownership⁽¹⁾	Percent of Class
Directors and Named Executive Officers
John H. Anderson	42,688⁽²⁾	*
Mary Kay Bates	7,120⁽³⁾	*
John-Paul E. Besong	8,523⁽⁴⁾	*
Brent R. Cobb	40,604⁽⁵⁾	*
James M. Field	12,254⁽⁶⁾	*
Kurt A. Gibson	5,889⁽⁷⁾	*
Todd A. Gipple	88,057⁽⁸⁾	*
John F. Griesemer	81,257⁽⁹⁾	*
Larry J. Helling	124,045⁽¹⁰⁾	*
Elizabeth S. Jacobs	6,124⁽¹¹⁾	*
Mark C. Kilmer	111,489⁽¹²⁾	*
Monte C. McNew	5,394⁽¹³⁾	*
Donna J. Sorensen	29,800⁽¹⁴⁾	*
Marie Z. Ziegler	50,346⁽¹⁵⁾	*
All directors and executive officers as a group (17 persons)	629,325⁽¹⁶⁾	3.7%
5% Stockholders
BlackRock, Inc., 55 East 52nd Street, New York, NY 10055	1,403,594⁽¹⁷⁾	8.4%
Dimensional Fund Advisors LP, 6300 Bee Cave Road, Building One, Austin, TX 78746	1,025,967⁽¹⁸⁾	6.1%
FMR LLC, 245 Summer Street, Boston, Massachusetts 02210	1,504,173⁽¹⁹⁾	9.0%
The Vanguard Group, 100 Vanguard Boulevard., Malvern, PA 19355	933,177⁽²⁰⁾	5.6%

* Less than 1%.

⁽¹⁾	Amounts reported include shares held directly, including certain shares subject to options, as well as shares held in retirement accounts, by certain members of the named individuals’ families or held by trusts of which the named individual is a trustee or substantial beneficiary. Inclusion of shares shall not constitute an admission of beneficial ownership or voting or investment power over included shares. The nature of beneficial ownership for shares listed in this table is sole voting and investment power, except as set forth in the following footnotes.
⁽²⁾	Includes 40,313 shares in the 401(k) Plan, over which Mr. Anderson has shared voting and investment power.
⁽³⁾	Includes 4,553 shares held in a trust, over which Ms. Bates has shared voting and investment power.
⁽⁴⁾	Includes 5,798 shares held in a trust, over which Mr. Besong has shared voting and investment power.
⁽⁵⁾	Includes 4,005 shares held in a trust, over which Mr. Cobb has shared voting and investment power.
⁽⁶⁾	Includes 4,218 shares held in a trust, over which Mr. Field has shared voting and investment power.
⁽⁷⁾	Includes 702 shares in the 401(k) Plan, over which Mr. Gibson has shared voting and investment power.
⁽⁸⁾	Includes 28,509 shares subject to options which are presently exercisable or exercisable within 60 days of March 25, 2024. Also includes 15,604 shares held in the 401(k) Plan, 1,199 shares held in an IRA account, 2,000 shares held by Mr. Gipple’s spouse, and 702 shares held in a trust, over which he has shared voting and investment power.
⁽⁹⁾	Includes 23,598 shares held in an IRA account, and 24,443 shares held by Mr. Griesemer’s spouse and children.
⁽¹⁰⁾	Includes 26,289 shares subject to options which are presently exercisable or exercisable within 60 days of March 25, 2024. Also includes 20,172 shares held in the 401(k) Plan, 36,450 shares held in an IRA account, and 4,399 shares held in a trust, over which Mr. Helling has shared voting and investment power.
⁽¹¹⁾	Includes 3,265 shares held in a trust, over which Ms. Jacobs has shared voting and investment power.
⁽¹²⁾	Includes 14,438 shares held by Mr. Kilmer’s spouse or children, 41,900 shares held in a trust, 6,172 shares held by a corporation and 3,375 shares held in an IRA account, over which he has shared voting and investment power.
⁽¹³⁾	Includes 1,669 shares in the 401(k) Plan, over which Mr. McNew has shared voting and investment power.
⁽¹⁴⁾	Includes 7,907 shares held jointly and 21,893 shares held in a trust, over which Ms. Sorensen has shared voting and investment power.
⁽¹⁵⁾	Includes 200 shares held by Ms. Ziegler’s spouse and 19,471 shares held in a trust, over which she has shared voting and investment power.
⁽¹⁶⁾	Includes 54,798 shares subject to options which are presently exercisable or exercisable within 60 days of March 25, 2024.
⁽¹⁷⁾	Includes shares held by BlackRock Advisors, LLC, Aperio Group, LLC, BlackRock Asset Management Canada Limited, BlackRock Fund Advisors, BlackRock Asset Management Ireland Limited, BlackRock Institutional Trust Company, National Association, BlackRock Financial Management, Inc., BlackRock Fund Managers Ltd., BlackRock Asset Management Schweiz AG, and BlackRock Investment Management, LLC, as reported in a Schedule 13G/A filed with the Securities and Exchange Commission on January 25, 2024.
⁽¹⁸⁾	Based solely on review of a Schedule 13G/A filed with the Securities and Exchange Commission on February 9, 2024.
⁽¹⁹⁾	Based solely on review of a Schedule 13G filed with the Securities and Exchange Commission on February 9, 2024.
⁽²⁰⁾	Based solely on review of a Schedule 13G/A filed with the Securities and Exchange Commission on February 13, 2024.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) provides information about our compensation objectives and policies for our named executive officers and explains the structure and rationale of the various compensation elements. For purposes of the CD&A and the compensation tables that follow, our named executive officers in 2023 were Larry J. Helling, Todd A. Gipple, John H. Anderson, Kurt A. Gibson, and Monte C. McNew. Our CD&A is organized as follows:

	●	Overview and Executive Summary. Background context and highlights provide context for the disclosures in the CD&A.

	●	Objectives of Our Compensation Program. The objectives of our executive compensation program are based on our business model and the competitive pressures we face in attracting and retaining executive talent. We structure our executive compensation program to attract, motivate and retain outstanding executives who lead QCR Holdings in creating sustained long-term value for our stockholders.

	●	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.

	●	Compensation Process. Our executive compensation program is regularly reviewed internally and externally to ensure that proper risk-mitigating procedures and protocols are in place.

	●	Analysis of 2023 Compensation. Decisions about 2023 compensation are analyzed and explained in the context of our compensation objectives and performance.

	●	Regulatory Considerations. We describe the impact of guidance established by the Federal Deposit Insurance Corporation and other bank regulatory agencies, in addition to various other regulatory requirements, on our decisions regarding our executive compensation.

	●	Insider Trading, Anti-Hedging, and Anti-Pledging Policies. QCR Holdings has insider trading, anti-hedging and anti-pledging policies that are applicable to our named executive officers.

	●	Clawback Policy. QCR Holdings has a clawback policy that is applicable to our named executive officers.

	●	Share Ownership and Retention Guidelines. Our named executive officers maintain a significant equity interest in QCR Holdings pursuant to our ownership and retention guidelines.

Overview and Executive Summary

Business Overview

QCR Holdings, through its subsidiary banks, provides lending, deposit, and trust and other wealth management services for individuals and businesses. We offer competitive commercial and personal banking products and are committed to providing superior customer service. We place a high priority on community service and are actively involved with many civic and community projects in the communities where we conduct business. We operate in an intensely competitive and uncertain business environment. From a business perspective, not only do we compete with numerous companies in our markets for clients, but we also compete with many different types and sizes of organizations for senior leadership capable of executing our business strategies. Among other challenges, our business model requires experienced leaders with banking and operational expertise who are capable of taking on high levels of personal responsibility in an ever-evolving banking industry and economy.

Financial Overview

QCR Holdings achieved record net income for 2023. We reported net income of $113.6 million for the year ended December 31, 2023 and diluted earnings per share (“EPS”) of $6.73. For the same period in 2022 and 2021, we reported net income of $99.1 million and $98.9 million, and diluted EPS of $5.87 and $6.20, respectively. The year ended December 31, 2023 was highlighted by several significant items, including record adjusted net income (non-GAAP) of $115.1 million, or $6.82 per diluted share; loan and lease growth of 11% for the year, prior to loan securitizations; deposit growth of 9% for the year; record capital markets revenue of $92.1 million, an increase of $50.8 million, or 123%; tangible book value (non-GAAP) per share increased $6.99, or 19%; and nonperforming assets represented only 0.40% of total assets as of December 31, 2023. See our Annual Report on Form 10-K for the year ended December 31, 2023 for a reconciliation of the non-GAAP financial measures.

Overview of Our Executive Compensation Program

QCR Holdings is committed to paying for performance. This commitment is reflected by the significant amount of our named executive officers’ total compensation that is provided through performance-based components. Our executive compensation program evolves and is adjusted over time to support the business goals of QCR Holdings and to promote both near- and long-term profitable growth. Total compensation for each named executive officer varies based upon corporate and, when applicable, individual performance in achieving financial and nonfinancial objectives.

Say-on-Pay

At the QCR Holdings 2023 annual meeting, our stockholders approved, on an advisory basis, the executive compensation of our named executive officers as disclosed in the 2023 proxy statement, with over 97% of the shares represented by stockholders present in person or represented by proxy at the annual meeting voting “for” such approval. QCR Holdings, the Board of Directors and the Compensation Committee pay careful attention to the say-on-pay vote and communications received from stockholders regarding executive compensation, and we believe the vote reflects stockholders’ support of our compensation philosophy and the manner in which we compensate our named executive officers. While not binding, the Compensation Committee considered the results of the advisory vote as one of many factors in making 2023 compensation decisions and will continue to do so as it continually reviews our compensation program and practices to ensure they continue to support our business strategy and align with stockholders’ interests.

Objectives of Our Compensation Program

The goal of our compensation program is to attract, motivate and retain outstanding employees who provide excellent service to our clients while balancing short- and long-term performance to create sustained long-term value for our investors. Our compensation program for executives is based in large part on our business needs and challenges in creating stockholder value. To support the achievement of our business strategies and goals, we strive to:

	●	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.

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:

	●	Tying pay to performance by linking compensation to stockholder value creation;
	●	Aligning executives’ interests with those of our stockholders;
	●	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
	●	Retaining and rewarding executives for continued service, by maintaining multi-year vesting periods.

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:

	Deferred Compensation Plan Agreements
Executive	2023 Executive Contributions	2023 QCR Holdings Matching Contributions	Interest Rate Floor and Cap
Larry J. Helling	$50,000	$25,000	8.0% - 10.0%
Todd A. Gipple	$20,000	$20,000	6.0% - 12.0%
John H. Anderson	$40,000	$10,000	4.0% - 8.0%
Kurt A. Gibson	$10,000	$10,000	4.0% - 8.0%
Monte C. McNew	$24,324	$10,000	4.0% - 8.0%

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.

Compensation Process

The Compensation Committee has broad discretion in overseeing our compensation program. It reviews each element of compensation for each of our named executive officers at least once each year and makes a final determination regarding any adjustments to the current compensation structure and levels after considering a number of factors. When reviewing compensation, the Compensation Committee takes into account the scope of each named executive officer’s responsibilities, performance and experience, as well as competitive compensation levels. During the annual review process, the Compensation Committee also reviews our full-year financial results against other banking organizations and reviews the structure of our compensation program relative to sound risk management.

The Committee’s primary considerations when making executive compensation decisions are:

	●	Key financial measurements, which reflect our ultimate goal of value creation for our stockholders;

	●	Strategic initiatives related to our business;

	●	Achievement of specific operational goals relating to each executive’s area of oversight;

	●	Compensation of other QCR Holdings executives; and

	●	Compensation of peer group executives.

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.

Community Trust Bancorp, Inc.	1st Source Corporation	Mercantile Bank Corporation

Enterprise Financial Services Corp	German American Bancorp, Inc.	Midland States Bancorp, Inc.

First Busey Corporation	Great Southern Bancorp, Inc.	MidWestOne Financial Group, Inc.

First Financial Corporation	Heartland Financial USA, Inc.	National Bank Holdings Corporation

First Merchants Corporation	Horizon Bancorp, Inc.	Stock Yards Bancorp, Inc.

First Mid Bancshares, Inc.	Lakeland Financial Corporation

The companies in the peer group have a median asset size of $8.0 billion (as of June 30, 2023), ranging from approximately $4.9 billion to $20.2 billion. QCR Holdings is currently $8.5 billion in total assets as of December 31, 2023. In addition to asset size, other factors considered in selecting peers included geography, complexity of the organization and similarity of business lines and services and products offered to those of QCR Holdings. We believe the peers selected are a diverse group of financial institutions that provide the necessary breadth to be meaningful in evaluating the named executive officers’ compensation. FWC summarized and provided the Compensation Committee with market data relating to base salaries, annual cash incentive bonuses, long term stock incentives and total compensation. The Compensation Committee considered this information, together with other factors discussed below, in determining the compensation for our named executive officers.

Analysis of 2023 Compensation

Consistent with our philosophy of linking compensation to performance, the compensation for our named executive officers in 2023 was based, in part, on our business results in 2023. This section discusses the compensation actions that were taken in 2023 for our named executive officers, as detailed below.

Base Salary

Salaries for our named executive officers for 2023 and 2024 are as follows:

Executive	2023 Salary	2024 Salary	Percentage Change
Larry J. Helling	$437,739	$455,248	4.00%
Todd A. Gipple	$369,365	$382,293	3.50%
John H. Anderson	$284,783	$293,327	3.00%
Kurt A. Gibson	$234,077	$241,685	3.25%
Monte C. McNew	$265,412	$274,038	3.25%

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):

Executive	Threshold	Target	Maximum
Larry J. Helling	45.0%	90.0%	135.0%
Todd A. Gipple	40.0%	80.0%	120.0%
John H. Anderson	25.0%	50.0%	75.0%
Kurt A. Gibson	22.5%	45.0%	67.5%
Monte C. McNew	22.5%	45.0%	67.5%

Larry J. Helling and Todd A. Gipple. The Compensation Committee established the following corporate goals for Messrs. Helling and Gipple:

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%

John H. Anderson. The Compensation Committee established the following corporate goals for Mr. Anderson:

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%

Kurt A. Gibson. The Compensation Committee established the following corporate goals for Mr. Gibson:

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%

Monte C. McNew. The Compensation Committee established the following corporate goals for Mr. McNew:

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%

After considering the weighting of all criteria and the resulting performance of QCR Holdings and the named executive officers, the Compensation Committee determined the actual annual cash incentive bonuses for 2023 as shown in the table below (as a percentage of base salary):

Executive	Target Award	Corporate Goals	Actual Award
Larry J. Helling	90.0%	110.9%	110.9%
Todd A. Gipple	80.0%	98.4%	98.4%
John H. Anderson	50.0%	51.0%	51.0%
Kurt A. Gibson	45.0%	56.2%	56.2%
Monte C. McNew	45.0%	46.3%	46.3%

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.

	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%

Additionally, 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:

Named Executive Officer	Intended Total Fair Market Value
Larry J. Helling	$500,000
Todd A. Gipple	$500,000
John H. Anderson	$250,000

These performance awards are granted in annual tranches with several annual net income goals because this metric resonates strongly with our stockholders. The net income-based tranche of the 2023 performance shares was tied to achievement of our 2023 net income goal and is disclosed in our Summary Compensation Table and Grants of Plan Based Awards Table. Future tranches will be tied to net income goals in 2024 and onward and will be disclosed in future years. Our Compensation Committee has determined that an annual net income goal, with a multi-year service period component, is the most appropriate metric due to an uncertainty of factors influencing our business, including factors such as potential future company growth through acquisitions and interest rate changes. The awards are subject to continued employment through the date our Compensation Committee certifies performance achievement. These awards are described in the employment agreements beginning on page 40 of this proxy statement under the heading Potential Payments upon Termination or Change in Control.

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.

Insider Trading Policy

QCR Holdings has an insider trading policy that permits open market transactions in QCR Holdings stock beginning two trading days following the date of public disclosure of each fiscal quarter’s financial results until two weeks before the end of the next fiscal quarter. In addition, our named executive officers may purchase QCR Holdings common stock through payroll deductions under our 401(k) Plan and Employee Stock Purchase Plan. Changes to certain elections under the 401(k) Plan and Employee Stock Purchase Plan may only be made during the period when open market transactions are permitted. All of our named executive officers are currently in compliance with this policy.

Anti-Hedging Policy

The insider trading policy includes provisions that prohibit all employees and directors from entering into hedging transactions involving QCR Holdings securities. This prohibition includes the direct or indirect purchase or use of stock options, prepaid variable forward contracts, equity swaps, collars, exchange funds or any other instruments designed to hedge or offset any decrease in the market value of QCR Holdings securities. To our knowledge, none of our officers or directors has entered into a hedging transaction involving QCR Holdings stock in violation of this prohibition.

Anti-Pledging Policy

The insider trading policy also includes provisions that prohibit our directors and executive officers from pledging QCR Holdings securities without the prior approval of the Nomination and Governance Committee. To our knowledge, none of our officers or directors has pledged his or her stock in violation of this policy.

Clawback Policy

In August 2023, the Board of Directors adopted a clawback policy in accordance with the listing standards of the Nasdaq, a copy of which is filed as an exhibit to our Annual Report on Form 10-K. The policy requires that we recoup certain cash and equity incentive compensation paid to or deferred by certain executives in the event QCR Holdings is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws, and the compensation would not have been awarded under the restated financial information, subject to the other terms and limitations set forth in the policy.

Share Ownership and Retention Guidelines

We believe our named executive officers and nonemployee directors should have a significant equity interest in QCR Holdings. To promote such equity ownership and further align the interests of our executives and directors with our stockholders, we maintain share retention and ownership guidelines that require our named executive officers and our directors to hold shares of common stock of QCR Holdings that are described on page 18 of this proxy statement. Until an individual’s stock ownership guideline is met, an executive’s annual incentive and the director’s fees will be paid solely in shares of QCR Holdings common stock (net of required withholding). The guidelines are subject to periodic review by the Compensation Committee and compliance is monitored on an annual basis.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and approved the Compensation Discussion and Analysis contained in this proxy statement with management. Based on these discussions with management, the Compensation Committee recommended that the Board of Directors approve and include the Compensation Discussion and Analysis in this proxy statement.

Compensation Committee:

James M. Field	John F. Griesemer
Mark C. Kilmer	Elizabeth S. Jacobs
Marie Z. Ziegler

This report shall not be deemed to be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 and shall not otherwise be deemed filed under such acts.

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.

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

⁽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.

⁽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.

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

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

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.

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

(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.

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.

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

(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.

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.

	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

(1)

The entire value of vested stock realized was paid in cash.

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.

Non-Qualified Supplemental Executive Retirement Plan

Name	Plan Name	Number of Years Credited Service (#)	Present Value of Accumulated Benefit ($)⁽¹⁾	Payments During Last Fiscal Year ($)
(a)	(b)	(c)	(d)	(e)
Larry J. Helling	Supplemental Executive Retirement Plan	22	$3,092,980	--
Todd A. Gipple	Supplemental Executive Retirement Plan	23	$3,357,623	--
John H. Anderson	Supplemental Executive Retirement Plan	15	$320,239	--
Kurt A. Gibson	None	--	--	--
Monte C. McNew	None	--	--	--

⁽¹⁾

Each calendar year, QCR Holdings accrues an expense with respect to the SERP in accordance with generally accepted accounting principles. The assumptions used in determining the present value of the accumulated benefit are explained in the footnotes to our financial statements, which are included in our Annual Report on Form 10-K. During 2023, the following amounts were accrued with respect to each of our named executive officers: Mr. Helling – $471,938; Mr. Gipple – $237,882; and Mr. Anderson - $61,285.

The following table sets forth information concerning our non-qualified deferred compensation agreements with each individual named in the Summary Compensation Table. The agreements are discussed in detail beginning on page 26 of this proxy statement.

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

⁽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.

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.

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	--

⁽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.

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 execut

SEC Form DEF 14A filed by QCR Holdings Inc.