Why are you holding a virtual meeting instead of a physical meeting?

Due to the emerging public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our employees and stockholders, our board of directors determined that it would be in the best interests of our stockholders for QCR Holdings to hold the annual meeting virtually rather than in person. We believe that hosting a virtual meeting will enable more of our stockholders to attend and participate in the meeting because it will limit contact with other individuals in light of COVID-19 concerns and it will allow our stockholders to participate from any location around the world with Internet access.

PROPOSAL 1:

ELECTION OF DIRECTORS

Nominees and Continuing Directors

Our directors are divided into three classes having staggered terms of three years.  At the annual meeting,2022 Annual Meeting, stockholders will be asked to elect fourthree Class IIIII directors for a term expiring in 2023.2025.  The board has considered and nominated three of the incumbent directors to serve as Class IIIII directors of QCR Holdings, and has nominated one new individual. Michael L, Peterson,Holdings. Patrick A. Baird, a Class IIIII director since 2013, and George T. Ralph, a Class III director since 2015,2010, informed the board that theyhe would not seek re-election as directors of QCR Holdings at the meetingreelection for an additional term, and, accordingly, the board did not re-nominate themhim for election.election at this year’s meeting. As a result, their directorshipshis directorship will end at the 2020 annual meeting of stockholders,2022 Annual Meeting, and the size of the board will be reduced from 12 to 11 directors as of the date of the annual meeting.directors. The board expresses its sincere thanks to Messrs. Peterson and Ralph for theirMr. Baird for his many years of dedicated service.

We have no knowledge that any of the nominees will refuse or be unable to serve, but if any of the nominees becomes unavailable for election, the holders of the proxies reserve the right to substitute another person of their choice as a nominee when voting at the meeting. Set forth below is information concerning the nominees for election and for each of the other persons whose terms of office will continue after the meeting, including age, year first elected as a director of QCR Holdings and all positions and offices held by the director with QCR Holdings. Directors are elected by a plurality of the votes of the shares present in person or by proxy and entitled to vote, and the fourthree individuals receiving the highest number of votes cast for“for” their election will be elected as Class IIIII directors.Our board of directors unanimously recommends that you vote your shares “FOR” all of the nominees for directors.

All of our continuing directors and nominees will hold office for the terms indicated, or until their earlier death, resignation, removal, disqualification, or ineligibility due to exceeding age eligibility requirements (a person who has reached the age of 72 before the date of the annual meeting2022 Annual Meeting is not eligible for election to the board), and until their respective successors are duly elected and qualified. AllUnless otherwise provided in their employment agreements, all of our executive officers hold office for a term of one year. ThereOther than such employment agreements, there are no arrangements or understandings between any of the directors, executive officers, or any other person pursuant to which any of our directors or executive officers have been selected for their respective positions.

Mr. Besong is director of United Fire Group, Inc., a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Mr. Baird is director of FGL Holdings, a company subjectPrior to the reporting requirementsmerger of GFED with and into QCR Holdings, Mr. Griesemer served on the Exchange Act.board of directors of GFED. No other nominee or continuing director has been a director of another company subject to the reporting requirements of the Exchange Act within the past five years.

Qualifications of our Board Members and Nominees

Descriptions of each director’s business experience during the past five years or more, as well as their qualifications to serve on the board, are as follows:

Patrick S. Bairdis the retired President and Chief Executive Officer of AEGON USA, LLC, the U.S. subsidiary of the AEGON Insurance Group, a leading multinational insurance organization.  Mr. Baird joined the AEGON USA companies in 1976, and during his career also served as Executive Vice President and Chief Operating Officer, Chief Financial Officer and Chief Tax Officer.  He is a graduate of the University of Iowa and is a Certified Public Accountant (inactive).  Mr. Baird is a Commissioner for the Eastern Iowa Airport and is a founding board member and Treasurer of the Zach Johnson Foundation.  He is also a director of Lombard International, a specialty life insurance company based in London, and a board member of FGL Holdings, a retail annuity and life insurance company based in the Cayman Islands.  We consider Mr. Baird to be a qualified candidate for service on the board due to his experience as the President and Chief Executive Officer of a successful insurance company in Cedar Rapids, Iowa, one of our market areas, and due to his knowledge of the business community in this area and his broad financial acumen.

Mary Kay Bates is President and Chief Executive Officer of Bank Midwest, a regional community bank and financial services company based in Spirit Lake, Iowa, that provides banking, insurance, and wealth management services through an 11-branch network located throughout Northwest Iowa, Southwest Minnesota, and Sioux Falls, South Dakota.  Ms. Bates’ career in community banking has spanned over 2530 years and, since joining Bank Midwest in 1995, she has gained a broad range of experience in lending, marketing, audit/risk, human resources, and operations.  As an executive leader of Bank Midwest for the past 15 years, her responsibilities progressively increased to strategic initiatives that have included acquisitions and growth strategies, operational effectiveness, and workforce engagement.  Ms. Bates currently serves on the boardBoard of directorsDirectors for Bank Midwest and Goodenow Bancorporation.  She serves as a committee member on the CDIAC of the Federal Reserve Bank of Chicago, is a TrusteePast Chair of the Graduate School of Banking at Colorado and is a board directorChair Elect for the Iowa Bankers Association.  She is also a Trustee of Lakes Regional Healthcare.  Ms. Bates is recognized as an active community leader and volunteer, having served as a director and officer on multiple boards to enrich the quality of life and economic development within her community.  In 2019, Ms. Bates was recognized as Banker of the Year by BankBeat Magazine.  She attended Iowa State University and graduated with honors from the Graduate School of Banking at Colorado.  We consider Ms. Bates to be a qualified candidate for service on the board due to her extensive knowledge of the banking industry that she has attained as the President and Chief Executive Officer of Bank Midwest.

John-Paul E. Besongis a former Senior Vice President of e-Business and Chief Information Officer for Rockwell Collins, a Fortune 500 company based in Cedar Rapids, Iowa, that provides aviation electronics for both commercial and military aircraft. He was appointed Senior Vice President and Chief Information Officer in 2003. Beginning in 1979, when he joined Rockwell Collins as a chemical engineer, Mr. Besong held management roles having increasingly more responsibility within the company, including vice presidentVice President of e-Business and Lean ElectronicsSM, headHead of the SAP initiative and Director of the Printed Circuits and Fabrication businesses.  Mr. Besong serves on the boards of directors of United Fire Group, Inc., Junior Achievement (Cedar Rapids area), Mercy Medical Center, Iowa Public Television Foundation, andthe Technology Association of Iowa (TAI) CIO Advisory Board and is a former director of Lean Aerospace Initiative (LAI). He also serves as a member and former chair of the executive board of TAI.  We consider Mr. Besong to be a qualified candidate for service on the board and the committees he is a member of due to his business acumen and distinguished management career as an officer and information technology expert of a Fortune 500 company.

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. We consider Mr. Cobb to be a qualified candidate for service on the board 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. Fieldis 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, a position he has held since January 2019.President of Worldwide Agricultural Turf Division and President of Worldwide Commercial and Consumer Equipment Division.  In addition, Mr. Field joinedhas also served as Deere & Company in 1994Company’s Chief Financial Officer and hasits Principal Accounting Officer and held a number ofseveral additional positions in the areas of accounting, treasury, and business development, and planning. He served as Chief Financial Officer of Deere & Company's former Timberjack Group (now integrated into the company’s forestry business), and was responsible for all accounting, finance, and treasury functions. He was appointed Comptroller, Deere & Company, in 2001, and Vice President and Comptroller, Deere & Company, in 2002. Mr. Field was named President of the former Commercial & Consumer Equipment Division in 2007. In 2009, he was named Senior Vice President and Chief Financial Officer for Deere & Company. In 2012, Mr. Field was named President, Agriculture & Turf Division and was responsible for sales and marketing in Americas and Australia and operations for Global Crop Harvesting and Turf & Utility Platforms.  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 CPA.Certified Public Accountant designation.  He has completed Executive Education at theDartmouth’s Tuck School of Business, at Dartmouth and is a member of the Executive Committee for the John Deere Classic and serves on the Board of Directors 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 board due primarily to thehis knowledge and experience regarding public companies that he has gained in his various roles at Deere & Company.Company as well as the financial and investment banking perspective he brings.

Todd A. Gipple is a Certified Public Accountant (inactive) and began his career with KPMG Peat Marwick in 1985.  In 1991, McGladrey & Pullen 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.  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.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 Foundation of the Great River Bend and is the ChairPast-Chair of the Board of Directors for the Scott County Family YMCA.YMCA of the Iowa Mississippi Valley.  Mr. Gipple previously served on the Board of Directors 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.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 board due to his experience as the President, Chief Financial Officer and Chief Operating 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 board and enhances the board’s overall understanding of QCR Holdings’ and the banking industry.

John F. Griesemer has been President and Chief Executive Officer of Erlen Group since 2017 and a member of the Board of Directors of the Erlen Group since 1993. The Erlen Group is a privately-held family of industrial companies, including Springfield Underground, Westside Stone, and Joplin Stone. 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, member of the Springfield Catholic Schools Board of Directors and a member of the Board of Directors of the National Stone Sand and Gravel Association. He is a past member of the Board of Directors 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 board 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 GFED and the banking subsidiary of GFED, Guaranty Bank.

Larry J. Helling 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 Board of Directors of the Entrepreneurial Development Center and the Brucemore National Trust Historic Site.  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 board 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 board and enhances the board’s overall understanding of QCR Holdings and the banking industry.

Elizabeth “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 is Vice Chair of the Mid-Iowa Health Foundation Board of Directors and also serves on the Board of Directors of Goodwill Industries of Central Iowa and serves on the Board of Directors of the Taxpayers Association of Central Iowa. She has served in leadership positions on nonprofit boards in the Des Moines area as well as regionally and nationally.  Ms. Jacobs earned her bachelorBachelor of arts,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 board 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. Kilmeris President of The Republic Companies, a family-owned group of businesses 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 Board of Directors 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 Board of Directors 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 Board of Directors.  Mr. Kilmer is the past Chair of the Board of Directors of Genesis Medical Center and has served on the Board of Directors 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 Board of Directors 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.We consider Mr. Kilmer to be a qualified candidate for service on the board due to his 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 this area.the areas in which QCR Holdings operates.

Timothy B. O’Reillyisa graduate of Westminster College and University of Missouri - Kansas City School of Law. He has practiced law in Springfield, Missouri since 1995 and has served as a partner in the law firm of O’Reilly & Preston, LLC since 1999.  He is also the CEO and Managing Partner of O’Reilly Hospitality Management, LLC, which he helped launch in 2007.  A Missourian Award recipient in 2017, Mr. O’Reilly has led the hospitality company to numerous industry awards in the areas of guest service, sustainability, community outreach, design & construction and operations excellence under the franchise flags of Marriott, Hilton, IHG, and Choice,andHoulihan's Restaurants across the nation.  Under Mr. O’Reilly’s leadership, O'Reilly Hospitality Management won the Springfield Business Journal Economic Impact Award in 2011 & 2018. He serves on several boards and holds leadership positions on the local and national level including Missouri Trust & Investment Company Board of Directors, Boys & Girls Club of Springfield Missouri Board of  Directors, Chair of the Missouri Area Council for the Boys & Girls Club of America, the Choice Hotels International Cambria Hotels Owner Advisory Committee and the Houlihans Restaurants Franchise Advisory Board.  We consider Mr. O’Reilly to be a qualified candidate for service on the board due to his legal education and experience, his business experience in hospitality finance, development and operations, and his knowledge of Springfield, Missouri, one of our market areas.

Donna J. Sorensen is President of Sorensen Consulting, a management consulting and executive coaching firm. Ms. Sorensen earned her undergraduate degree from Marycrest College and her Juris DoctorateDoctor degree from the University of Iowa College of Law.  She has twenty years’ experience in trust and investment management serving 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.  Ms. Sorensen 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.  We consider Ms. Sorensen to be a qualified candidate for service on the board 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 bachelorBachelor of artsArts 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 a memberVice-Chair of the Board of Directors for Royal Neighbors of America where sheand also serves on the Finance and theas Chair of its Investment Committees.Committee.  She is on the boards of Riverbend Food Bank and the Quad Cities Community Foundation.  Ms. Ziegler is Chairvice-chair of the Regional Development Authority where she serves on the Governance and Strategy Committees.River Bend Food Bank.  She is also Vice Chair of Unity Point Health-Quad Cities, where she chairs the Quality and Cost of Care Committee and serves on the Executive Committee.Cities.  She served as Chair of the Camp Liberty Capital Campaign for the Girl Scouts, Co-Chair of the Unity Point Birthplace campaign and is a past Chair of Trinity Health Enterprises.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 the St. Ambrose University College of Business Alumni Advisory Council.  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 the Two Rivers YMCA.University of Iowa College of Business Tippie Advisory Board. She is past-Chair of fundraising for Playcrafters Barn Theatre and a past memberpast-Chair of the UniversityTwo Rivers YMCA Board of Iowa College of Business’ Tippie Advisory Board.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. We consider Ms. Ziegler to be a qualified candidate for service on the board 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.

CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS

General

Generally, the board oversees our business and monitors the performance of our management. In accordance with our corporate governance procedures, the board 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, 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 board is currently comprised of 12 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, Ralph, Peterson, O’Reilly, Sorensen, and Ziegler and nominee Jacobs are deemed to be “independent” according to the Nasdaq listing requirements, and the board has determined that thethese independent directors do not have other relationships with us that prevent them from making objective, independent decisions. Directors Helling and Gipple are not considered to be “independent” because they also serve as executive officers of either QCR Holdings or oneand certain of our subsidiaries.

During 2019,2021, the board of directors 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 2019,2021, a total of sevenfour meetings were held by the boardBoard of directorsDirectors of QCR Holdings. All incumbent directors attended at least 75 percent of the meetings of the board and the committees on which they served during 2019.2021. Although we do not have a formal policy regarding director attendance at the annual meeting, we encourage our directors to attend. Last year, all of our directors were present atattended the virtual annual meeting.

Committees of the Board of Directors

The composition of the board committees atas of December 31, 20192021 is shown in the following table:

Audit Committee. In 2019,2021, the Audit Committee consisted of directors Bates, Cobb, Field, (who joined in November 2019) Kilmer, Ralph and Ziegler.Ziegler (until May of 2021). Each of the members is considered “independent” pursuant to the Nasdaq listing requirements and the regulations of the Securities and Exchange Commission. The board of directors has determined that Ms. ZieglerMr. Field qualifies as an “Audit Committee Financial Expert” as that term is defined by the regulations of the Securities and Exchange Commission. The board based this decision on herhis professional experience including her service as Viceformer President and TreasurerChief Financial Officer of Deere & Company, and herhis 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:

To promote the independence of the audit function, the Audit Committee consults separately and jointly with the 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. Ms. ZieglerMr. Field serves as Chair and Mr. RalphCobb serves as Vice Chair of the Audit Committee. The Audit Committee met five times during 2019.2021.

Compensation Committee. In 2019,2021, the Compensation Committee consisted of directors Baird, Jacobs, Kilmer, NeumanTimothy B. O’Reilly (until her retirementhis resignation in May)July of 2021), O’Reillyand Ziegler (beginning in May), Peterson and Ralph.May of 2021). Each of these directors is considered to be “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. 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 board 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 has servedserves as Chair of the Compensation Committee since May 2019. Linda Neuman served as Chair of the Compensation Committee prior to her retirement from the board in May 2019.Committee. The Compensation Committee met four times during 2019.2021.

Nomination and Governance Committee.In 2019,2021, the Nomination and Governance Committee consisted of directors Baird, Besong, Neuman (until her retirement in May),Jacobs, Sorensen, and Ziegler. Each of these directors is considered to be “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 board of directors 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 board 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 2019.2021.

Risk Oversight Committee. In 2019,2021, the Risk Oversight Committee consisted of directors Bates, Besong, Bates,Cobb, Kilmer, Peterson, Ralph, Sorensen, and Ziegler. Each of these directors is considered to be “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 16.17 of this proxy statement. The responsibilities and functions are further described in its charter, which is available on our website at www.qcrh.com. Mr. RalphMs. Bates serves as Chair and Ms. ZieglerMr. Besong serves as Vice Chair of the Risk Oversight Committee. The Risk Oversight Committee met four times during 2019.2021.

Executive Committee.The Executive Committee consisted of directors Baird (until May 2021), Bates, Field (beginning in May 2021), Helling, Douglas M. Hultquist (until his retirement in May), Kilmer, Neuman (until her retirement in May), Ralph, Sorensen, and Ziegler. The Executive Committee is authorized to act with the same authority as the board of directors between meetings of the board, subject to certain limitations set forth in its charter. Although this authority allows the board to act quickly on matters requiring urgency when the full board is not available to meet, it is not intended to supplant the authority of the full board. The responsibilities and functions of the Executive Committee are further described in its charter, which is available on our website at www.qcrh.com. Mr. BairdMs. Ziegler serves as Chair and Ms. ZieglerMr. Field serves as Vice Chair of the Executive Committee. The Executive Committee met six timestwice during 2019.2021.

Consideration of Director Candidates

Director Nominations and Qualifications.For the 2020 annual meeting,2022 Annual Meeting, the Nomination and Governance Committee recommended for re-election to the board three of the four incumbent Class III directors whose terms are scheduled to expire in 2021,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 well as Elizabeth S. Jacobs,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 candidatenominee for election to the board. Ms. Jacobs was generally identified by directorsdirector position being vacated, and management, including non-management directors, as a candidate for nomination toit will reevaluate the size of the board of directors for her over 40 years of experience in various private and public sectors, including the insurance and financial services industry.at future meetings. The board is currently comprised of 12 directors, but, as a result of the decision of Mr. Ralph and Mr. PetersonBaird to not stand for re-election at the annual meeting,2022 Annual Meeting, the size of the board will be reduced to 11 members as of the date of the annual meeting.2022 Annual Meeting. These nominations were approved by the full board. We did not receive any stockholder nominations for director for the 2020 annual meeting.2022 Annual Meeting.

In carrying out its nominating function, the Nomination and Governance Committee has developed qualification criteria for board membership. 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:

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 72 before the date of the annual meeting2022 Annual Meeting is not eligible for election to the board) 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. 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 partythird-party firm or professional for the purpose of identifying candidates.

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

Current members of the board 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 board does not wish to continue in service or if the Nomination and Governance Committee or the board 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 the listing rules of Nasdaq relating to board diversity and disclosure. The new Nasdaq listing rule requires 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 board of directors and concluded that the board is in compliance with Nasdaq’s diversity requirement. The Board Diversity Matrix below presents the board’s diversity statistics in the format 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.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, and Chief Financial Officer, and persons performing similar functions, by posting such information on our website.

Board Leadership Structure

Since January 1, 2007, we have kept the positions of Chair of the board of directors and Chief Executive Officer separate. While our bylaws do not require our Chair and Chief Executive Officer positions to be separate, the board 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 board in its fundamental role of providing advice to, and exercising independent oversight of, management. We believe that having an independent Chair eliminates any conflicts of interest that could arise if the positions were held by one person. In addition, this leadership structure allows the board to more effectively monitor and evaluate the performance of our Chief Executive Officer.

Currently, Mr. BairdMs. Ziegler holds the position of Chair of the board of directors and Mr. Helling holds the position of Chief Executive Officer. Mr. BairdMs. Ziegler is considered to be “independent” according to the Nasdaq listing requirements.

To further enhance the role of the independent directors on our board and consistent with the Nasdaq listing requirements, the board’s independent directors regularly meet without Messrs. GippleHelling or HellingGipple in attendance.

The Board’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. The Risk Oversight Committee is charged with the primary responsibility for overseeing the 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. 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.

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 oursuch risks and reports regularly to the Risk Oversight Committee or the full board concerning risk.such risks.

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 programs will drive shareholder value and make us a better company.

With numerous programs and activities aligned with the ESG framework, we continue to develop and enhance our long-term plan for the future. Below are some of the ways we have addressed ESG matters for the benefit of all our stakeholders.

Environmental. We believe in responsible use of our resources with a focus on sustainability. Our 2021 environmental efforts included:

Social. We are committed to fostering and preserving a culture of diversity, equity and inclusion and supporting the communities in which we live and work. Some of our 2021 highlights include:

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

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 board of directors adopted share ownership guidelines in 2008. These share ownership guidelines were amended in February 2016 to clarify the ownership holding requirements for our executives.

Under these guidelines, non-employee directors of QCR Holdings are expected to achieve a share ownership level with a value equal to ten 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 2020,2022, based on the one-year trailing average monthly closing stock price, the amount is 6,4566,907 shares.

We also have share ownership guidelines for our named executive officers. 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 6,8685,117 shares within three years of date of hire, which must be maintained so long as they are employed in their positionpositions with QCR Holdings.Holdings and/or a subsidiary.

Currently, each QCR Holdings director and each named executive officer holds the requisite number of shares and accordingly is compliantin compliance with the share ownership guidelines.

Stockholder Communications with the Board, Nomination and Proposal Procedures

General Communications with the Board. Stockholders may contact our board of directors by contacting Deborah M. Neyens, Corporate Secretary, at QCR Holdings, Inc., 3551 Seventh Street, Moline, Illinois 61265 or (309) 736-3584. All appropriate comments will be forwarded directly to the Chair of the board of 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 delivered 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.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 board pursuant to this paragraph will not be included in our proxy statement.

Other Stockholder Proposals.ForTo be considered for inclusion in our proxy statement and form of proxy for our 2023 annual meeting of stockholders, stockholder proposals must be received by our Corporate Secretary, at the above address, no later than December 7, 2022, 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 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 the 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 management officers and subsidiary bank leaders consist of Larry J. Helling, Todd A. Gipple, both of whom are also directors of QCR Holdings, as well as John H. Anderson, Monte C. McNew, Kurt A. Gibson, Anne E. Howard, James D. Klein, and Dana L. Nichols.

Mr. Helling (age 66) 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) was appointed President of QCR Holdings in May 2019 and he has served as Chief Operating Officer and Chief Financial Officer since 2008. He previously served as Executive Vice President and Chief Financial Officer since 2000. Mr. Anderson (age 57) 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) was appointed Chief Executive Officer of Guaranty Bank in April 2022. He previously served as Chief Executive Officer and President of Springfield First Community Bank since February 2021, as President since 2018, and as Executive Vice President, Commercial Lending since 2014. Mr. Gibson (age 54) 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) 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, 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.

*       Less than 1%.

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 are Douglas M. Hultquist,in 2021 were Larry J. Helling, Todd A. Gipple, John H. Anderson, RobertMonte C. FulpMcNew and Dana L. Nichols, as we must report six such officers for 2019 because both Messrs. Hultquist and Helling served as CEO during the year.Nichols. 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 2019.2021.  We reported net income of $57.4$98.9 million for the year ended December 31, 2019,2021 and diluted earnings per share (“EPS”) of $3.60.$6.20. For the same period in 20182020 and 2017,2019, we reported net income of $43.1$60.6 million and $35.7$57.4 million, and diluted EPS of $2.86$3.80 and $2.61,$3.60, respectively. The year ended December 31, 20192021 was highlighted by several significant items, including the completion of the sale of the operations of Rockford Bank & Trust to Heartland Financial USA, Inc.; record noninterest income of $78.8$100.4 million for the year; organic loan and lease growth of 10.9%16.9% for the year; organicyear, excluding Paycheck Protection Program loans (non-GAAP), core deposit growth of 10.3%7.2% for the year; and nonperforming assets toimproved by 80% for the year and represented only 0.05% of total assets down to 0.27% atas of December 31, 2019 from 0.56% at December 31, 2018.

Overview of Our Executive Management Team

Our management officers and subsidiary bank leaders consist of Larry J. Helling, Todd A. Gipple, both of whom are also directors of QCR Holdings, as well as John H. Anderson, Robert C. Fulp, Kurt A. Gibson, Anne E. Howard, James D. Klein and Dana L. Nichols.

Mr. Helling (age 64) was appointed Chief Executive Officer of QCR Holdings in May of 2019, and he previously served as President and Chief Executive Officer of Cedar Rapids Bank and Trust since 2001. Mr. Gipple (age 56) was appointed President of QCR Holdings in May of 2019 and he has served as Chief Operating Officer and Chief Financial Officer since 2008. He previously served as Executive Vice President and Chief Financial Officer since 2000. Mr. Anderson (age 55) has served as President and Chief Executive Officer of Quad City Bank and Trust since 2007, and he previously served as Senior Vice President, Business Development since 1998. Mr. Fulp (age 62) has served as Chief Executive Officer of Springfield First Community Bank since 2011. Mr. Gibson (age 52) 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 41) has served as Senior Vice President, Director of Human Resources since 2017, and she previously served as HR Manager since 2009. Mr. Klein (age 46) has served as President of Cedar Rapids Bank and Trust since 2019, and he previously served as Chief Lending Officer since 2014 and Senior Vice President, Retail Banking since 2010. Mr. Nichols (age 59) was appointed Executive Vice President, Chief Lending Officer in May of 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. Douglas M. Hultquist served as our former President and Chief Executive Officer through May 23, 2019.2021.

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 20192021 annual meeting, our stockholders approved, on an advisory basis, the executive compensation of our named executive officers as disclosed in the 20192021 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 board 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. The Compensation Committee considered the results of the advisory vote as one of many factors in making 20192021 compensation decisions and will continue to do so as it continually reviews our compensation programsprogram 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 2019.2021.

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 program. Maximum bonus opportunities are capped to discourage both excessive risk-taking and incentive to maximizeavoid 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.

Each executive hasUnder the program, the Compensation Committee established measurable goals that were established by the Compensation Committeefor each named executive officer at the beginning of 2019.2021. 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 2020,2022, the Compensation Committee determined thatthe amount of annual bonuses for the named executive officers for 2019 were2021, based upon the attainment of goals established in early 2019.2021.

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 Plan”), which our stockholders approved in 2016. As of the effective date of the 2016 Equity Plan, no further awards may be granted under our prior equity plans. 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, 2019,2021, there were 219,305132,375 remaining shares available for issuance. The 2016 Equity Plan provides for the issuance of nonqualified stock options, restricted stock, stock appreciation rights and other stock and cash-based awards.

The 2016 Equity 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 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 adopted ause 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.

Employee Stock Purchase Plan. Our stockholders approved the QCR Holdings Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) to be effective in 2003, and they approved an amended and restated plan in 2012. The plan is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). The planEmployee Stock Purchase Plan allows employees of QCR Holdings and its subsidiaries to purchase shares of common stock. Effective January 1, 2019, the purchase price for a share changed from 90% to 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 plan.Employee Stock Purchase Plan. Currently, the maximum percentage that any one participant can elect to contribute to the planEmployee Stock Purchase Plan for purchase of shares is 15% of compensation, up to a maximum of $21,250.$25,000. During 2019,2021, our employees purchased 28,77530,543 shares under the Employee Stock Purchase Plan. The Board of Directors of QCR Holdings adopted the QCR Holdings, Inc. 2022 Employee Stock Purchase Plan on February 16, 2022, subject to shareholder approval. The 2022 Employee Stock Purchase Plan will be submitted to our shareholders for approval at the 2022 Annual Meeting. See “Proposal 3: Approval of the QCR Holdings, Inc. 2022 Employee Stock Purchase Plan” herein.

Retirement Benefits

QCR Holdings 401(k)/Profit Sharing Plan.QCR Holdings sponsors a tax-qualified profit sharing plan qualifyingqualified under Section 401(k) of the Code (the “401(k) Plan”). All employees are eligible to participate and pursuantparticipate. Pursuant to the 401(k) Plan, QCR Holdings matches 100% of the first 3% of employee contributions and 50% of the next 3% of employee contributions, up to a maximum of 4.5% of an employee’s compensation. At its discretion,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, however there were no discretionary contributions made to the 401(k) Plan for the 20192021 plan year. Contributions under the 401(k) Plan for the benefit of our named executive officers are reflected in the Summary Compensation Table of this proxy statement.

Deferred Compensation

Non-Qualified Supplemental Executive Retirement ProgramProgram. .QCR Holdings providesmaintains a Non-Qualified Supplemental Executive Retirement Plan (“SERP”) tofor certain of its key executives.the named executive officers, including Messrs. Helling, Gipple and Anderson. The Compensation Committee believes the SERP is an important component of compensation that helphelps 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 retirementSERP benefit if he retires after attaining age 55 with at least 10 years of service. Assuming the executives retire on or after attaining age 55 and based on salaries and cash bonuses paid for 2019,2021, we estimate that we will owe the following annual amounts upon their respective retirements: Mr. Helling, $85,586;$208,902; and Mr. Gipple, $151,716.$261,423.

Under theirhis SERP agreements, Messrs. Hultquist andagreement, Mr. Anderson will receive a supplemental retirementSERP benefit that varies depending upon the executive’s age at retirement. For Mr. Hultquist, the annual benefits range from $205,812 per year following a retirement, before attainment of age 65, to $220,650 per year following a retirement on or after attainment of age 65. For Mr. Anderson, the annual benefits rangeranging 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 plans are voluntary, non-qualified deferred compensation plans thatplan agreements enable executives to save for retirement by deferring a portion of their annual salaries and bonuses.bonuses under a voluntary, non-qualified deferred compensation plan. QCR Holdings matches these deferrals up to certain maximums,maximum amounts, and interest is earned at the prime rate subject to certain floor and cap rates, as follows:

Other than Mr. Gipple, the 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.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 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 purchases shares of QCR Holdings common stock at market value, which are held in a rabbi trust associated with the plans. Messrs. Helling Hultquist and Gipple were participants in the 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, under the same terms as other eligible employees. Each named executive officer other than Mr. FulpMcNew also receives an automobile allowance. Messrs. Anderson, FulpMcNew and Nichols receive payments for a country club membership. In addition, QCR Holdings pays for tax planning and preparation services for Messrs. Helling Hultquist and Gipple, and an annual physical examination for Messrs. Helling and Anderson.Gipple. The value of the perquisites provided by or paid for by QCR Holdings is reflected in the Summary Compensation Table in this proxy statement and is 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 3943 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 programs.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 programsprogram 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 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. In particular, 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 programs.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 2019,2021, FWC and management jointly presented the peer group of the 1715 financial institutions listed below, which after substantial review and consideration, the Compensation Committee approved.

The companies in the peer group have a median asset size of $4.8$6.1 billion (as of June 30, 2019)2021), ranging from approximately $3.1$4.8 billion to $10.7$12.4 billion. QCR Holdings is currently $4.9$6.1 billion in total assets as of December 31, 2019.2021. 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 20192021 Compensation

Consistent with our philosophy of linking compensation to performance, the compensation for our named executive officers in 20192021 was based, in part, on our business results in 2019.2021. This section discusses the compensation actions that were taken in 20192021 for our named executive officers, as detailed below.

Base Salary

Salaries for our named executive officers for 20192021 and 20202022 are as follows:

Due to the effect that the COVID-19 pandemic may have had on the 2021 business results, the Compensation Committee did not increase salaries for the named executive officers for 2021 until July 2021, instead of its normal January timeframe.

Annual Incentive Bonus

On an annual basis, the Compensation Committee approves targets applicable to annual incentive bonus awards for our named executive officers. At the beginning of 2019,2021, the Compensation Committee set threshold, target and maximum award opportunities as a percentage of salary for each of our named executive officers based on that individual’s position and competitive market data for similar positions. The 20192021 awards for our named executive officers were contingent primarily on performance relative to goals for net income and other financial performance measures and objectives aligned with those of QCR Holdings’ stockholders. The performance criteria were weighted to reflect QCR Holdings’ strategic objectives. Named executive officersThe Compensation Committee also havehas the discretion to include individual performance goals for the named executive officers, including entity-level goals for subsidiaries within their oversight, consistent with QCR Holdings’ 20192021 strategic objectives and their specific roles. For 2021 earned annual incentive bonuses, corporate goals were weighted 100%. As noted above, our named executive officers would not have been eligible to receive an annual incentive bonus had QCR Holdings’ net income not exceeded 25% of budgeted net income.

For 2019,2021, threshold, target and maximum annual incentive bonus levels were as follows (stated as a percentage of base salary):

For 2019, the weightings between corporate and individual goals were as follows (stated as a percentage of base salary):

Larry J. Helling.Helling and Todd A. Gipple. The Compensation Committee established the following corporate goals for Mr. Helling:

Douglas M. Hultquist.The Compensation Committee established the following corporate goals for Mr. Hultquist:

Todd A. Gipple.The Compensation Committee established the following corporate goals for Mr.Messrs. Helling and Gipple:

John H. Anderson.The Compensation Committee established the following corporate goals for Mr. Anderson:

RobertMonte C. Fulp.McNew. The Compensation Committee established the following corporate goals for Mr. Fulp:McNew:

Dana C.L. Nichols. The Compensation Committee established the following corporate goals for Mr. Nichols:

2019 Actual Incentive Bonus Awards.QCR Holdings had an adjusted net income for 2019 of $57.8 million and non-performing assets to total assets of .27%. Quad City Bank and Trust had an adjusted net income of $19.4 million, core deposit growth of $220 million, and non-performing assets to total assets of .45%. Springfield Frist Community Bank had an adjusted net income of $8.7 million, and core deposit growth of $24.6 million. Community State Bank had an adjusted net income of $10.8 million and core deposit growth of $27.9 million. m2 Lease Funds had net income of $2.2 million, and non-performing assets to total assets of 1.21%.

After taking into accountconsidering the weighting of all criteria and the resulting performance of QCR Holdings and the named executive officers, the Compensation Committee determined the actual annual cash incentive bonuses for 20192021 as shown in the table below (as a percentage of base salary):

Long-Term Stock Incentives

For 2019,2021, the Compensation Committee targeted equity award values between 20%16% and 40% of salary for each executive.named executive officer. The table below reflects the target awards and the actual grants awarded in March 20202022 based upon the executive’s performance in 2019.2021. Actual awards were granted in the form of restricted stock units subject to a four-year vesting schedule, with equal portions vesting on each anniversary of the grant date. Messrs. Hultquist and Fulp did not receive long-term stock incentive awards for their performance in 2019.

Additionally, the Compensation Committee reviews talent retention on an ongoing basis.  In connection with the retirement of Mr.former President and Chief Executive Officer Douglas M. Hultquist in 2019, QCR Holdings wished to ensure the retention of executives with strong performance who are key to our future success.    Based on this review, Messrs. Helling, Gipple and Anderson entered into new employment agreements and received a grant of performance awards in connection with intendedentering their new employment agreements, with total fair market values summarized in the table below:

These performance awards are granted in annual tranches with several annual net income goals because this metric resonates strongly with our stockholders.  The first net income-based tranche of the 20192021 performance shares arewas tied to achievement of our 20192021 net income goal and areis disclosed in our Summary Compensation Table and Grants of Plan Based Awards Table.  Future tranches will be tied to net income goals in 20202022 and onward and will be disclosed in future years.  Our Compensation Committee has determined that an annual net income goal, with a multi-year service period component, is the most appropriate metric due to an uncertainty of factors influencing our business, including factors such as potential future company growth through acquisitions and interest rate changes.  The awards are subject to continued employment through the date our Compensation Committee certifies performance achievement.  These awards are described in the employment agreements beginning on page 3943 of this proxy statement under the heading Potential Payments upon Termination or Change in Control.

Regulatory Considerations

As a publicly-tradedpublicly traded financial institution, QCR Holdings must contendcomply with several often overlappingmultiple layers of regulations when considering and implementing compensation-relatedcompensation decisions. TheseAlthough these regulations do not set specific parameters within which compensation decisions must be made, butthey do require QCR Holdings and the Compensation Committee to be mindful of the risks that often go hand-in-handassociated with a compensation programsprogram designed to incentivize the achievement of better than averagesuperior performance. While the regulatory focus on risk assessment has been heightened over the last several years, the incorporation of general concepts of risk assessment into compensation decisions is not a recent development.

The Compensation Committee continues to believe inbelieves that its regular, overall assessment of the compensation plans, program and practicearrangements established for the named executive officers includes a sensible, responsible approach totoward balancing risk-takingrisks and rewarding reasonable, but not necessarily easily attainable, goals and thisgoals. The Compensation Committee also believes that QCR Holdings has always been a component of its overall assessment of the compensation plans, programs and arrangements it has put in place for our named executive officers. The Committee believes we have adequate policies and procedures in place to balance and control any risk-taking that may be incentivized by the employee compensation plans. The Compensation Committee further believes that such policies and procedures will work to limit the risk that any employee would manipulate reported earnings in an effort to enhance his or her compensation.

When making decisions about executive compensation, in addition to the above, we also consider the impact of other regulatory provisions, including: the provisions of Code Section 162(m) as in effect for 2019 that2021, which may limit the tax deductibility of certain compensation; Code Section 409A, regarding nonqualified deferred compensation; and Code Section 280G, regarding excise taxes and deduction limitations on golden parachute payments made in connection with a change in control. We also consider how various elements of compensation will impact our financial results. For example, we consider the impact of FASB ASC Topic 718, which requires us to recognize the compensation cost of grants of equity awards based upon the grant date fair value of those awards.

Insider Trading Policy

QCR Holdings has an insider trading policy that permits open market transactions in QCR Holdings stock beginning two trading days following the date of public disclosure of the financial results each fiscal quarter until two weeks before the end of the next fiscal quarter. In addition, our named executive officers may purchase QCR Holdings common stock through payroll deductions under our 401(k) Plan and Employee Stock Purchase Plan. Changes to certain elections under the 401(k) Plan and Employee Stock Purchase Plan may only be made during the period when open market transactions are permitted. All of our named executive officers are currently in compliance with this policy.

Anti-Hedging Policy

The insider trading policy includes provisions that prohibit all employees and directors from entering into hedging transactions involving QCR Holdings securities. This prohibition includes the direct or indirect purchase or use of stock options, prepaid variable forward contracts, equity swaps, collars, exchange funds or any other instruments designed to hedge or offset any decrease in the market value of QCR Holdings securities. To our knowledge, none of our officers or directors has entered into a hedging transaction involving QCR Holdings stock in violation of this prohibition.

Anti-Pledging Policy

The insider trading policy also includes provisions that prohibit our directors and executive officers from pledging QCR Holdings securities without the prior approval of the Nomination and Governance Committee. To our knowledge, none of our officers or directors has pledged his or her stock in violation of this policy.

Clawback Policy

In the event of a material restatement of QCR Holdings’ financial results, other than a restatement due to changes in accounting principles or applicable law or interpretations thereof, the board will review the facts and circumstance that led to the requirement for the restatement and will take such actions, including clawback, as it deems necessary or appropriate. The board will consider whether any named executive officer received cash or equity compensation based on the original financial statements because it appeared that he achieved financial performance targets which in fact were not achieved based on the restatement. The board will also consider the accountability of any named executive officer whose acts or omissions were responsible in whole or in part for the events that led to the restatement and whether such acts or omissions constituted misconduct.

In addition, the clawback provision of the Sarbanes-Oxley Act of 2002 also applies to Messrs. Helling and Gipple. This provision provides that if QCR Holdings is required to restate its financials as a result of misconduct, Messrs. Helling and Gipple are required to reimburse QCR Holdings for bonuses or other incentive-based or equity-based compensation and profits realized in the 12 months after the financial information was first publicly issued or filed with the Securities and Exchange Commission.

Share Ownership and Retention Guidelines

We believe our named executive officers and nonemployee directors should have a significant equity interest in QCR Holdings. To promote such equity ownership and further align the interests of our executives and directors with our stockholders, we maintain share retention and ownership guidelines that require our named executive officers and our directors to hold shares of common stock of QCR Holdings that are described on page 17.19 of this proxy statement. Until an individual’s stock ownership guideline is met, an executive’s annual incentive and the director’s fees will be paid solely in shares of QCR Holdings common stock (net of required withholding). The guidelines are subject to periodic review by the Compensation Committee and compliance is monitored on an annual basis.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and approved the Compensation Discussion and Analysis contained in this proxy statement with management. Based on discussion with management, the Compensation Committee recommended that the board of directors approve and include the Compensation Discussion and Analysis in this proxy statement.

Compensation Committee:

This report shall not be deemed to be incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 and shall not otherwise be deemed filed under such acts.

Summary of Compensation Paid to Named Executive Officers

The table below sets forth the following information for the years ended December 31, 2019, 20182021, 2020 and 2017:2019: (i) the dollar value of base salary earned; (ii) the aggregate grant date fair value of stock awards granted; (iii) the aggregate grant date fair value of option awards granted; (iv) the dollar value of awards granted under non-equity incentive plans; (v) above-market earnings on nonqualified deferred compensation and increase in pension value; (vi) all other compensation; and (vii) the dollar value of total compensation.

Summary Compensation Table

Grant of Plan-Based Awards

The following table provides information on non-equity incentive plan awards and equity awards made to our named executive officers during 2019.2021. The non-equity incentive plan awards were made under the annual cash incentive program and the equity awards were made under our Equity Incentive Plan, each of which is described in our CD&A.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information on outstanding equity awards held by the individuals named in the Summary Compensation Table aton December 31, 2019,2021, including the number of shares underlying exercisable and unexercisable portions of each stock option award as well as the exercise price and the expiration date of each outstanding option. Other than what is footnoted below, theThe options expire 10 years from the date of grant and vest in four equal annual portions beginning one year from the date of grant. The stock awards are either restricted stock or restricted stock units. The market value of stock awards is based on our closing stock price on December 31, 2019,2021, which was $43.86. Mr. Hultquist did not hold any outstanding equity awards as of December 31, 2019.$56.00.

Option Exercises and Stock Vested in 20192021

The following table sets forth information for each of the individuals named in the Summary Compensation Table regarding stock option exercises and vesting of stock awards during 2019.2021.

(1) Pursuant to his transitional employment agreement, all outstanding awards held by Mr. Hultquist vested upon his transition from CEO to Co-Founder on May 23, 2019

Pension Benefits

The following table sets forth the present value of accumulated benefits payable to each of the individuals named in the Summary Compensation Table, including the number of years of service credited to each under the SERP determined using interest rate and mortality rate assumptions consistent with those used in our financial statements. Information regarding the SERP can be found under the heading “Non-Qualified Supplemental Executive Retirement Program” on page 23.27 of this proxy statement.

Non-Qualified Supplemental Executive Retirement Plan

⁽¹⁾ Each calendar year, QCR Holdings accrues an expense with respect to the SERP in accordance with generally accepted accounting principles. The assumptions used in determining the present value of the accumulated benefit are explained in the footnotes to our financial statements, which are included in our Annual Report on Form 10-K. During 2019,2021, the following amounts were accrued with respect to each of our named executive officers: Mr. HultquistHelling – $168,979;$703,386; Mr. Gipple – $170,708; Mr. Helling – $281,856;$550,161; and Mr. Anderson - $40,339.$49,935.

The following table sets forth information concerning our non-qualified deferred compensation agreements with each individual named in the Summary Compensation Table. The agreements are discussed in detail beginning on page 23.27 of this proxy statement.

Non-Qualified Deferred Compensation

⁽¹⁾ All amounts included are reflected in the Summary Compensation Table under the Salary column.

⁽²⁾ All amounts included are reflected in the Summary Compensation Table under the All Other Compensation column.

⁽³⁾ Includes the following amounts reflected in the Summary Compensation Table under the Change in Pension Value and Nonqualified Deferred Compensation Earnings column as above-market earnings: Mr. Helling, $21,996; Mr. Gipple, $0; Mr. Anderson, $0; and Mr. Nichols, $0.

⁽⁴⁾ Includes the following amounts that were previously reported as compensation to the named executive officers in the Summary Compensation Table for years prior to 2021: Mr. Helling, $812,033; Mr. Gipple, $728,549; Mr. Anderson, $168,854; and Mr. Nichols, $166,882.