QCR HOLDINGS INC

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 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.

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