Independent
Tenure on this board
6.8 yrs
4 nominees · 3 ballot items.
Elect four Class III directors; approve, on a non-binding advisory basis, the compensation of certain executive officers (say-on-pay); and ratify selection of RSM US LLP as independent registered public accounting firm for 2026.
Elect four Class III directors to serve until the 2029 annual meeting and until their successors are elected and qualified.
Advisory vote to approve the compensation of certain executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks stockholders to approve, on an advisory basis, the compensation paid to QCR Holdings’ named executive officers as disclosed in the proxy statement. Management seeks shareholder approval to validate its pay-for-performance approach, which ties significant portions of executive pay to annual and long-term performance metrics, including net income and equity-based awards under the Equity Incentive Plans. The Compensation Committee highlights that pay decisions are informed by peer benchmarking, independent consultant advice (FWC), and regulatory considerations; it also emphasizes the double-trigger vesting structure for change-in-control equity awards and safeguards like clawback and ownership guidelines. The Board recommends a vote FOR, asserting that the program aligns management incentives with shareholder interests and that the 2025 advisory vote (93% support) reflected strong shareholder support; management notes the advisory nature of the vote and that results are considered in future compensation decisions.
Ratify the appointment of RSM US LLP as QCR Holdings’ independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 5.56% | 917,151 | $78M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.29% | 707,699 | $60M |
| 3 | KENNEDY CAPITAL MANAGEMENT LLC | 4.04% | 666,301 | $57M |
| 4 | BlackRock, Inc. | 3.83% | 632,773 | $54M |
| 5 | FMR LLC | 3.75% | 618,439 | $53M |
| 6 | STATE STREET CORP | 3.11% | 513,668 | $44M |
| 7 | BlackRock, Inc. | 3.07% | 506,594 | $43M |
| 8 | ENDEAVOUR CAPITAL ADVISORS INC | 2.48% | 409,706 | $35M |
| 9 | AMERICAN CENTURY COMPANIES INC | 2.22% | 366,713 | $31M |
| 10 | VICTORY CAPITAL MANAGEMENT INC | 2.20% | 364,001 | $31M |
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