QCR HOLDINGS INC
For the period ended May 21, 2026. Filed Apr 9, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 21, 2026 · Filed Apr 9, 2026
Contents
Cover page
Show cover page
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. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|---|
| ☒ | Definitive Proxy Statement |
|---|
| ☐ | Definitive Additional Materials |
|---|
| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
|---|
QCR Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|
| ☐ | Fee paid previously with preliminary materials |
|---|
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
|---|
3551 Seventh Street, Moline, IL 61265
Phone 309.736.3584
Fax 309.736.3149
www.qcrh.com
April 9, 2026
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 21, 2026 at 8:00 a.m. CDT (the “2026 Annual Meeting”). You will be able to attend the 2026 Annual Meeting, vote your shares electronically and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/QCRH2026. You will need to have your unique 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 2026 Annual Meeting. We are holding the 2026 Annual Meeting online to provide all shareholders equal and ready access to attend the live meeting regardless of their location.
There are a number of proposals to be considered at the 2026 Annual Meeting. Our stockholders will be asked to: (i) elect four persons to serve as Class III 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; and (iii) ratify the appointment of RSM US LLP as our independent registered public accounting firm for the year ending December 31, 2026.
We recommend that you vote your shares “FOR” each of the director nominees and “FOR” all of the other proposals presented at the 2026 Annual Meeting.
Regardless of whether you plan to attend the 2026 Annual Meeting, you should vote by following the instructions provided on the Notice as soon as possible. This will ensure that your shares are represented at the 2026 Annual Meeting.
Very truly yours,
| Marie Z. Ziegler Chair of the Board | Todd A. Gipple President and 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 21, 2026
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 21, 2026, at 8:00 a.m. CDT (the “2026 Annual Meeting”). You can attend the 2026 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/QCRH2026. You will need to have your unique 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 2026 Annual Meeting. The 2026 Annual Meeting will be held for the following purposes:
| 1. | to elect four Class III directors to serve until the regular annual meeting of stockholders in 2029 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 ratify the appointment of RSM US LLP as QCR Holdings, Inc.’s independent registered public accounting firm for the year ending December 31, 2026; and |
| 4. | 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 26, 2026 as the record date for the determination of stockholders entitled to notice of, and to vote at, the 2026 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 2026 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 9, 2026
TABLE OF CONTENTS
| Page Number | ||
|---|---|---|
| About the 2026 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 | 13 | |
| Consideration of Director Candidates | 15 | |
| Board Diversity | 16 | |
| Code of Business Conduct and Ethics | 16 | |
| Board Leadership Structure | 16 | |
| The Board’s Role in Risk Oversight | 17 | |
| 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 | 20 | |
| Security Ownership of Certain Beneficial Owners | 21 | |
| Executive Compensation | 23 | |
| Compensation Discussion and Analysis | 23 | |
| Overview and Executive Summary | 23 | |
| Objectives of Our Compensation Program | 24 | |
| Elements of Compensation | 25 | |
| Compensation Process | 28 | |
| Analysis of 2025 Compensation | 30 | |
| Regulatory Considerations | 34 | |
| Insider Trading Policy | 34 | |
| Anti-Hedging Policy | 34 | |
| Anti-Pledging Policy | 34 | |
| Clawback Policy | 35 | |
| Practice Related to the Grant of Certain Equity Awards | 35 | |
| Share Ownership and Retention Guidelines | 35 | |
| Compensation Committee Report | 35 | |
| Summary Compensation Table | 36 | |
| Grants of Plan-Based Awards | 38 | |
| Outstanding Equity Awards at Fiscal Year-End | 39 | |
| Option Exercises and Stock Vested in 2025 | 40 | |
| Pension Benefits | 41 | |
| Potential Payments upon Termination or Change in Control | 42 | |
| Compensation Committee Interlocks and Insider Participation | 46 | |
| CEO Pay Ratio | 47 | |
| Pay Versus Performance | 47 | |
| Relationship Between Pay and Financial Performance | 49 | |
| Director Compensation | 51 | |
| Cash Compensation | 51 | |
| Stock-Based Compensation | 52 | |
| Proposal 2: Non-Binding, Advisory Vote to Approve Executive Officer Compensation | 53 | |
| Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm | 54 | |
| Section 16(a) Beneficial Ownership Reporting Compliance | 55 | |
| Transactions with Management and Directors | 55 | |
| Audit Committee Report | 56 | |
PROXY STATEMENT
QCR Holdings, Inc., a Delaware corporation (“QCR Holdings,” “we,” or “us”), is the holding company for Quad City Bank and Trust Company (“Quad City Bank and Trust”), Cedar Rapids Bank and Trust Company (“Cedar Rapids Bank and Trust”), 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 (“m2”), 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. In September 2024, QCR Holdings announced the decision to discontinue offering new loans and leases through m2. 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 “2026 Annual Meeting”) to be held virtually on Thursday, May 21, 2026, at 8:00 a.m. CDT, and at any adjournments or postponements of the 2026 Annual 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 9, 2026, together with our 2025 Annual Report to stockholders.
**About the 2026 Annual Meeting
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.