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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 19, 202216, 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 19, 2022,16, 2024, at 8:00 a.m., local time.time (the “2024 Annual Meeting”). You can attend the 20222024 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/QCRH2022.QCRH2024. You will need to have your 16-digit16‐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 20222024 Annual Meeting. The 20222024 Annual Meeting will be held for the following purposes:

The Board of Directors has fixed the close of business on March 24, 2022,25, 2024, as the record date for the determination of stockholders entitled to notice of, and to vote at, the 20222024 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 20222024 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 7, 20224, 2024

TABLE OF CONTENTS

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 sits on John Deere’s Direct Material Supplier Council.chairs the Zach Johnson Foundation board.  We consider Mr. Cobb to be a qualified candidate for service on the boardBoard 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, ishas served as a member of the Executive Committee for the John Deere Classic and servesserved on the Boardboard of Directorsdirectors 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 boardBoard 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.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.  He joined QCR Holdings in January of 2000 and currently serves as the President, Chief Operating Officer and Chief Financial Officer of QCR Holdings.  Mr. Gipple currently serves on the Boardboard of Directorsdirectors of the John Deere Classic and on the Audit Committee for the Community Foundationis Past-Chair and a current member of the Great River Bend and is Past-ChairExecutive Committee of the Boardboard of Directorsdirectors for the YMCA of the Iowa Mississippi Valley.  Mr. Gipple previously served on the Boardboard of Directorsdirectors 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 boardBoard of Directors due to his experience as the President Chief Financial Officer and Chief OperatingFinancial 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 boardBoard of Directors and enhances the board’sBoard of Directors’ overall understanding of QCR Holdings’ and the banking industry.

John F. Griesemer has beenis the President and Chief Executive Officer of Erlen Group sinceand 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 a member of the Board of Directors of the Erlen Group since 1993.Real Estate entities.  The Erlen Group is a privately-held family of industrial companies including Springfield Underground, Westside Stone,Cold Zone, Umlaut Industrials, and Joplin Stone.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 the past Chairman and current member of the Board of Directors of Mercy Springfield Communities,a member of the Springfield Catholic Schools Board, of DirectorsBNSF Transload Advisory Board and a member of the Board of Directors of the National Stone Sand and Gravel Association.Association Board.  He is the past Chairman of Mercy Springfield Communities, and a past member of the Boardboard of Directorsdirectors 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 boardBoard 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 GFEDGuaranty Federal Bancshares and the banking subsidiary of GFED, 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.  He joined QCR Holdings in September of 2001 as President and Chief Executive Officer of Cedar Rapids Bank and Trust and was appointed Chief Executive Officer Elect of QCR Holdings in November 2018.  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 Boardboard of Directorsdirectors of the Entrepreneurial Development Center and the Brucemore National Trust Historic Site.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 boardBoard 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 boardBoard of Directors and enhances the board’sBoard of Directors’ overall understanding of QCR Holdings and the banking industry.

Elizabeth “Libby”“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 Vicethe Immediate Past Chair of the Boardboard of Directorsdirectors of Goodwill Industries of Central Iowa and serves on the Boardboard of Directorsdirectors of the Taxpayers Association of Central Iowa.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 boardBoard 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 PresidentChair of the Board of The Republic Companies, a partially family-owned group of businessesbusiness founded in 1916 and headquartered in Davenport, Iowa involved in the wholesale equipment and supplies distribution of energy management, electrical, refrigeration, 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 Boardboard of Directorsdirectors 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 Boardboard of Directorsdirectors 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 Boardboard of Directors.directors.  Mr. Kilmer is the past Chair of the Boardboard of Directorsdirectors of Genesis Medical Center and has served on the Boardboard of Directorsdirectors 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 Boardboard of Directorsdirectors 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 boardBoard 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 heran undergraduate degree from Marycrest College and her Juris Doctor degree from the University of Iowa College of Law.  She has twentyover thirty years’ experience in trust and investment management servingWealth Management (Trust, Brokerage, Private Banking) having served as Executive Vice President Institutional Trust for U.S. Bank (formerly Firstar Bank) and she spent six years as President of SCI Pension Services, a pension administration and consulting company.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 where she taught in the Henry B. Tippie College of Business.  She is a member of the Iowa State Bar Association.Iowa. We consider Ms. Sorensen to be a qualified candidate for service on the boardBoard 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 Vice-ChairChair of Royal Neighbors of America and also serves as Chair of its Investment Committee.  She is vice-chair of the River Bend Food Bank.  SheBank, and is Vice Chair of Unity Point Health-Quad Cities.Health.  She served as Chair of the Camp Liberty Capital Campaign for the Girl Scouts and Co-Chair of the Unity Point Birthplace campaign andcampaign.  She is a past Chair of Trinity Health Enterprise. She recently joined the UnityPoint Health Board where she chairs the Investment Committee and serves on the Executive, Compensation and Venture Committees.  Ms. Ziegler is the immediate past-Chair of the Regional Development Authority and former chair of theHealth-Quad Cities, St. Ambrose University College of Business Alumni Advisory Council.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.Board of Directors.  We consider Ms. Ziegler to be a qualified candidate for service on the boardBoard 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.

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CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS

 

General

 

Generally, the boardBoard of Directors oversees our business and monitors the performance of our management.  In accordance with our corporate governance procedures, the boardBoard 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,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 boardBoard of Directors is currently comprised of 1211 directors. As a result of the proposed retirement of Mr. Baird, the board reduced the size of the board to 11 members effective at the 2022 Annual Meeting.

 

Directors Baird, Bates, Besong, Cobb, Field, Griesemer, Jacobs, Kilmer, Sorensen, and Ziegler are “independent” according to the Nasdaq listing requirements, and the boardBoard 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 2021,2023, the boardBoard of directorsDirectors 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 2021,2023, 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 boardBoard of Directors and the committees on which they served during 2021.2023.  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.meeting of our stockholders.

 

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Committees of the Board of Directors

 

The composition of the board committees of the Board of Directors as of December 31, 20212023 is shown in the following table:

 

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Audit Committee.  In 2021,2023, the Audit Committee consisted of directors Bates, Cobb (Vice Chair), Field (Chair) and Kilmer, and Ziegler (until May of 2021).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 boardBoard of directorsDirectors 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 boardBoard 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:

 

· ●

selectingour 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.

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To promote the independence of the audit function, the Audit Committee consults separately and jointly with theQCR Holdings’ independent auditors, the 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. Mr. Field serves as Chair and Mr. Cobb serves as Vice Chair of the Audit Committee. The Audit Committee met five times during 2021.

 

Compensation Committee.  In 2021,2023, the Compensation Committee consisted of directors Baird,Field, Griesemer (beginning in August 2023), Jacobs (Vice Chair), Kilmer Timothy B. O’Reilly (until his resignation in July of 2021),(Chair) and Ziegler, (beginning in May of 2021).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.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 boardBoard 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. Mr. Kilmer serves as Chair of the Compensation Committee. The Compensation Committee met four times during 2021.

 

Nomination and Governance Committee.In 2021,2023, the Nomination and Governance Committee consisted of directors Baird, Besong (Vice Chair), Griesemer, Jacobs, Sorensen (Chair), and Ziegler.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 boardBoard of directorsDirectors 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 boardBoard 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. Ms. Sorensen serves as Chair and Mr. Besong serves as Vice Chair of the Nomination and Governance Committee. The Nomination and Governance Committee met four times during 2021.

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Risk Oversight Committee.  In 2021,2023, the Risk Oversight Committee consisted of directors Bates (Chair), Besong (Vice Chair), Cobb, Kilmer, Sorensen, and Ziegler.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 board 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 1716 of this proxy statement.  The responsibilities and functions are further described in its charter, which is available on our website at www.qcrh.com. Ms. Bates serves as Chair and Mr. Besong serves as Vice Chair of the Risk Oversight Committee. The Risk Oversight Committee met four times during 2021.

 

Executive Committee. The Executive Committee consisted of directors Baird (until May 2021), Bates, Field (beginning in May 2021)(Vice Chair), Helling, Kilmer, Sorensen, and Ziegler.Ziegler (Chair), and did not meet in 2023. The Executive Committeeis authorized to act with the same authority as the boardBoard of directorsDirectors between meetings of the board,Board of Directors, subject to certain limitations set forth in its charter.  Although this authority allows the boardcommittee to act quickly on matters requiring urgency when the full boardBoard of Directors is not available to meet, it is not intended to supplant the authority of the full board.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. Ms. Ziegler serves as Chair and Mr. Field serves as Vice Chair of the Executive Committee. The Executive Committee met twice during 2021.

 

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Consideration of Director Candidates

 

Director Nominations and Qualifications.For the 20222024 Annual Meeting, the Nomination and Governance Committee recommended for re-election to the board threeBoard of Directors each of the four incumbent directors whose terms are scheduled to expire at the 2022 Annual Meeting. Mr. Baird, a Class II director since 2010, informed the committee that he would not seek reelection for an additional term as a director of QCR Holdings, and, accordingly, the committee did not re-nominate him for election at this year’s meeting. The committee decided not to seek a new nominee for the director position being vacated, and it will reevaluate the size of the board at future meetings. The board is currently comprised of 12 directors, but, as a result of the decision of Mr. Baird to not stand for re-election at the 2022 Annual Meeting, the size of the board will be reduced to 11 members as of the date of the 20222024 Annual Meeting.  These nominations were approved by the full board.Board of Directors.  We did not receive any stockholder nominations for director for the 20222024 Annual Meeting.

 

In carrying out its nominating function, the Nomination and Governance Committee has developed qualification criteria for board membership.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;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 7275 before the date of the 20222024 Annual Meeting is not eligible for election to the board)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.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.

 

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The Nomination and Governance Committee identifies nominees by first evaluating the current members of the boardBoard 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 boardBoard of directors.Directors.  Prior to nominating an existing director for re-election to the board,Board of Directors, it considers and reviews the following attributes with respect to each existing director:

 

· ●

board Board of Directors and committee attendance and performance;

	·
	●	length of board service;

	·
	●	experience, skills and contributions that the existing director brings to the board;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 board membership.membership on the Board of Directors.

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Current members of the boardBoard 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 boardBoard of Directors does not wish to continue into service or if the Nomination and Governance Committee or the boardBoard 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

 

In August 2021, the Securities and Exchange Commission approved amendments to theThe Nasdaq listing rules of Nasdaq relating to board diversity and disclosure. The new Nasdaq listing rule requiresrequire 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 boardBoard of directorsDirectors and concluded that the boardBoard of Directors is in compliance with Nasdaq’s diversity requirement.  The Board Diversity Matrix below presents the board’sBoard of Directors’ diversity statistics in the formatas prescribed by the new 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.

 

15

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Board Leadership Structure

 

Since January 1, 2007, we have kept the positions of Chair of the boardBoard of directorsDirectors and Chief Executive Officer separate. While our bylaws do not require our Chair and Chief Executive Officer positions to be separate, the boardBoard 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 boardBoard 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 boardBoard of Directors to more effectively monitor and evaluate the performance of our Chief Executive Officer.

 

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Currently, Ms. Ziegler holds the position of Chair of the boardBoard of directorsDirectors 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 boardBoard of Directors and consistent with the Nasdaq listing requirements, the board’sBoard of Directors’ independent directors regularly meet without Messrs. Helling or Gipple in attendance.

 

The Board’sBoard’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.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.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.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 boardBoard of Directors concerning such risks.

 

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Environmental, Social, and Governance Matters

 

QCR Holdings recognizes investors’ growing interest in Environmental, Social and Governance (“ESG”) frameworks. Our company is built on relationships and integrity. We adhere to those principles in all areas of our business and in our communities and believe that meaningful ESG programsour 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 theour ESG framework, we will continue to develop and enhance our long-term planefforts to ensure we are doing what is right for the future.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.

 

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EnvironmentalEnvironmental:. We believe in responsible use of our resources with a focus on sustainability.  Our 20212023 environmental efforts included:

 

· ●

Facility enhancements to reduce our carbon footprint,energy consumption, including incorporating rooftop solar installations at three banking locations, installationand other energy-efficient features in the design of aour new energy-efficientCedar Rapids, IA, facility, replacing the HVAC system at one bankingour Brady Street, Davenport, IA, location with energy efficient units, and ongoing LED conversions across our facilities;the company.

	· ●	$22.5 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 $2.9$6.4 million in Property Assessed Clean Energy (PACE) financing outstanding as of year-end 2021; and

·

1,600 trees planted through Monarch Research and Trees Forever ReLeaf programs to replace the canopy lost in the August 2020 derecho in and around the Cedar Rapids, Iowa area.2023.

 

SocialSocial:. 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 20212023 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 and filledmonthly manager development series.
	●	We added a full-time Diversity Officer positionnew Volunteer Time Off benefit to drive our company-wide diversity, equity and inclusion strategy;provide eight hours of paid leave for employees to volunteer in their communities.

· ●

Our annual employee engagement survey resulted in a strongan engagement score of 81%78%, above the financial services national benchmark of 74%75%, with an 88%a 92% employee participation rate that exceeded our corporate goal;2022 participation.

· ●

We expanded our employee benefits package to include Our annual DEI survey saw participation increase by 4.9% over the prior year, with an overall score of 4.0 on a company-wide scholarship program for employees’ children and enhanced employee assistance program benefits;1-5 scale, up from 3.9 in 2022.

· ●

We provided employee development opportunities through internal leadership development programs and our educational assistance policy;

·

Our employees volunteered nearly 16,000almost 23,000 hours, including 737over 4,300 hours of financial literacy classes,efforts, in the communities we serve;serve.

· ●

We supported non-profit organizations and community development efforts with $2.2over $2 million in corporate sponsorships and donations; anddonations.

	· ●	We provided $569.3over $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.

 

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

 

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· ●

Our boardBoard of directorsDirectors includes 42%45% women and minorities, with women in several boardBoard of Directors leadership roles, including board chairChair of the Board of Directors and three committee chair positions;positions.

· ●

The responsibilities of the Board’s Nomination and Governance Committee were expanded in 2021 to include ESG oversight;

·

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;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;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

·

As an extension of our ESG framework, QCR Holdings is committed to innovation throughout the development of our human capital, as discussed in our Annual Report on Form 10-K, which is incorporated by reference.company.

 

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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 boardBoard of directorsDirectors adopted share ownership guidelines in 2008.  These share ownership guidelines were amended in February 2016 to clarify the ownership holding requirements for our executives.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 tenfive 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 2022,2024, based on the one-year trailing average monthly closing stock price, the amount is 6,9074,227 shares.

 

We also have share ownership guidelines for our named executive officers.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 5,1175,205 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.Board of Directors.  Stockholders may contact our boardBoard of directorsDirectors by contacting Deborah M. Neyens, Corporate Secretary, at QCR Holdings, Inc., 3551 Seventh Street, Moline, Illinois 61265 or (309) 736-3584.736-3580.  All appropriate comments will be forwarded directly to the Chair of the boardBoard of directors.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 deliveredreceived 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 boardBoard of Directors pursuant to this paragraph will not be included in our proxy statement.

 

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Other Stockholder Proposals.To be considered for inclusion in our proxy statement and form of proxy for our 20232025 annual meeting of stockholders, stockholder proposals must be received by our Corporate Secretary, at the above address, no later than December 7, 2022,6, 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 theeach 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, consist ofare 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, Anne E. Howard,and James D. Klein, and Dana L. Nichols.Klein.

Mr. Helling (age 66)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 58)60) was appointed President of QCR Holdings in May 2019, has served as Chief Financial Officer since 2008, and he has served as Chief Operating Officer and Chief Financial Officer since 2008.from 2008 to 2023.  He previously served as Executive Vice President and Chief Financial Officer since 2000.  Mr. Anderson (age 57)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 49)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 BankBank) 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 54)56) has served as President and Chief Executive Officer of Community State Bank since 2018, and he previously served as President since 2017.  Ms. Howard (age 43) has served as Senior Vice President, Director of Human Resources since 2017, and she previously served as HR Manger since 2009. Mr. Klein (age 48)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.   Mr. Nichols (age 61) was appointed Executive Vice President, Chief Lending Officer in May 2019, and he previously served as Executive Vice President, Chief Credit Officer since 2015, Executive Vice President, Chief Lending Officer of Cedar Rapids Bank and Trust since 2010 and Senior Vice President, Commercial Lending of Cedar Rapids Bank and Trust since 2001.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information regarding our common stock beneficially owned on March 24, 2022,25, 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 24, 2022.25, 2024. 

*      Less than 1%.

EXECUTIVE COMPENSATION

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 20212023 were Larry J. Helling, Todd A. Gipple, John H. Anderson, Kurt A. Gibson, and Monte C. McNew and Dana L. Nichols.McNew. Our CD&A is organized as follows:

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 2021.2023. We reported net income of $98.9$113.6 million for the year ended December 31, 20212023 and diluted earnings per share (“EPS”) of $6.20.$6.73.  For the same period in 20202022 and 2019,2021, we reported net income of $60.6$99.1 million and $57.4$98.9 million, and diluted EPS of $3.80$5.87 and $3.60,$6.20, respectively.  The year ended December 31, 20212023 was highlighted by several significant items, including noninterestrecord adjusted net income (non-GAAP) of $100.4$115.1 million, for the year;or $6.82 per diluted share; loan and lease growth of 16.9%11% for the year, excluding Paycheck Protection Program loans (non-GAAP), coreprior to loan securitizations; deposit growth of 7.2%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 improved by 80% for the year and represented only 0.05%0.40% of total assets as of December 31, 2021.2023.  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 20212023 annual meeting, our stockholders approved, on an advisory basis, the executive compensation of our named executive officers as disclosed in the 20212023 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 boardBoard 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.  TheWhile not binding, the Compensation Committee considered the results of the advisory vote as one of many factors in making 20212023 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:

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 2021.2023.

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 2021.2023.  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 2022,2024, the Compensation Committee determined the amount of annual bonuses for the named executive officers for 2021,2023, based upon the attainment of goals established in early 2021.2023. 

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:

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, 2021,2023, there were 132,37555,554 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.  Our stockholders approved theThe QCR Holdings 2022 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) to be effective, which our stockholders approved in 2003, and they approved an amended and restated plan in 2012. The plan2022, is intended to qualify as an employee stock purchase plan under Code Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”).423.  The Employee Stock Purchase Plan allows employees of QCR Holdings and its subsidiaries to purchase shares of common stock.  Effective January 1, 2019, theThe purchase price for a share changed from 90% tois 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 $25,000.$21,250.  During 2021,2023, our employees purchased 30,54335,058 shares under the Employee Stock Purchase Plan. The BoardPlan and the prior plan.  As of Directors of QCR Holdings adoptedDecember 31, 2023, there were 345,801 remaining shares available for issuance under the QCR Holdings, Inc. 2022 Employee Stock Purchase Plan.

Employee Insurance Bonus Plan. For each named executive officer other than Mr. Gibson, the Employee Insurance Bonus Plan on February 16, 2022, subjectprovides for the purchase of an individually owned life insurance policy and additional compensation to shareholder approval. The 2022 Employee Stock Purchase Plan will be submittedoffset the cost of such policy. Benefits provided to our shareholders for approval atnamed executive officers under the 2022 Annual Meeting. See “Proposal 3: ApprovalEmployee Insurance Bonus Plan are reflected in the All Other Compensation column of the QCR Holdings, Inc. 2022 Employee Stock Purchase Plan” herein.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. PursuantCurrently, pursuant to the 401(k) Plan, QCR Holdings matches 100% of the first 3% of employee contributionsan employee’s annual compensation deferred under the 401(k) Plan and 50% of the next 3% of employee contributions,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 20212023 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 or after attaining age 55December 31, 2023 and based on salaries and cash bonuses paid for 2021,2023, we estimate that we will owe the following annual amounts upon their respective retirements: Mr. Helling, $208,902;$309,980; and Mr. Gipple, $261,423.$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:

Other than Mr. Gipple, theThe participating executives will receive their existing account balances upon a termination in connection with a change in control. Mr. Gipple will receive the greater of his existing account balance or a guaranteed minimum amount of $1,288,000. The agreements also provide for the payment of a survivor’s benefit to the executive’s beneficiary upon the executive’s death. Mr. McNew did not participate in the non-qualified deferred compensation plan.

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 plan then purchasesplans 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 other than Mr. McNew also receives an automobile allowance.  Messrs. Anderson, McNewGibson, and NicholsMcNew receive payments for a country club membership.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 4340 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:

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 and survey data 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 OfficersClawback Policy

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. QCR Holdings has a clawback policy that 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 providedapplicable to our named executive officers.