QCR HOLDINGS INC (QCRH)
Sector: Financials
2026 Annual Meeting Analysis
QCR HOLDINGS INC · Meeting: May 21, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Four Class III Directors
Director since 2019 with strong financial credentials (former CFO of Deere & Company, CPA designation); QCRH's 3-year price return of 116.4% outpaces QABA by +56.0pp, well below the 65pp threshold required to trigger an against vote for a strong-positive TSR company; no overboarding, attendance, or independence concerns noted.
Director since 2022 (less than 3 years, joined after strong performance was already established) with relevant business leadership experience and deep community ties in the Springfield, Missouri market; TSR trigger does not apply given short tenure and strong stock outperformance versus QABA; no independence or overboarding concerns.
Director since 2020 with extensive regulatory, public policy, and community leadership experience relevant to a regional bank; QCRH's 3-year outperformance versus QABA is +56.0pp, below the 65pp trigger threshold; no overboarding, attendance, or independence concerns.
Board Chair since at least 2008 with deep finance and audit expertise (former VP and Treasurer of Deere & Company, CPA); while tenure is long, the TSR record is strong — QCRH's 3-year price return of 116.4% outpaces QABA by +56.0pp, well short of the 65pp threshold; no overboarding or independence concerns and the board maintains strong governance practices including a separate Chair and CEO structure.
All four Class III director nominees pass policy screens. QCRH's 3-year price return of 116.4% outperforms the QABA community bank index by +56.0 percentage points, which is below the 65pp threshold required to trigger an against vote for a company with strong positive absolute TSR. No director is overboarded, all attended at least 75% of meetings in 2025, all independent nominees serve only on appropriate committees, and no familial relationships with management were disclosed. The slate warrants FOR votes across the board.
Say on Pay
✓ FORCEO
Todd A. Gipple
Total Comp
$1,713,726
Prior Support
93%%
The prior say-on-pay vote received approximately 93% shareholder support, well above the 70% threshold that would require corrective action. CEO Todd Gipple's total compensation of $1,713,726 is consistent with expectations for a CEO at a $1.5 billion market cap regional bank, and he was only elevated to CEO in May 2025 after serving as President and CFO — his pay reflects a partial-year transition. The compensation structure is meaningfully performance-based: annual cash bonuses are tied to measurable goals (net income, deposit growth, nonperforming asset ratios) that were exceeded at or above maximum in 2025, and long-term equity awards vest over four to five years, aligning executive outcomes with shareholder value; this pay-for-performance alignment is validated by QCRH's strong 3-year price return of 116.4%, outperforming the QABA community bank index by 56 percentage points. A Nasdaq-compliant clawback policy is in place, and no dilution concerns or governance red flags were identified.
Auditor Ratification
✓ FORAuditor
RSM US LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy does not provide a complete auditor fee table with specific dollar amounts for audit fees and non-audit fees in the text provided, so the non-audit fee ratio trigger cannot be confirmed; per policy, when fee data is insufficient to confirm a trigger, the default FOR vote applies. RSM US LLP is a large national firm (top-6) appropriate for a $1.5B market cap regional bank. Auditor tenure is not explicitly disclosed in the filing, so the tenure trigger does not fire per policy. No material restatements were disclosed.
Overall Assessment
The 2026 QCR Holdings annual meeting presents a clean three-proposal ballot. All four Class III director nominees earn FOR votes, supported by QCRH's exceptional 3-year stock performance of +116.4% versus the QABA community bank index — a +56.0pp outperformance gap that is well below the 65pp threshold required to trigger an against vote for a strong-positive TSR company. The say-on-pay vote warrants FOR support given 93% prior-year shareholder approval, a strong pay-for-performance structure tied to measurable financial goals that were met or exceeded in 2025, and CEO compensation appropriate for the company's size and the executive's partial-year tenure in the CEO role.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing