QCR (QCRH) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 22, 2025, with shareholders voting electronically and able to submit questions online.

• Proposals include electing three Class II directors, a non-binding say-on-pay vote, and ratification of the external auditor.

• The Board recommends voting in favor of all proposals and director nominees.

• Proxy materials are delivered electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class II directors for terms expiring in 2028.

• Advisory say-on-pay vote on executive compensation is included.

• Ratification of RSM US LLP as independent auditor for 2025 is proposed.

• No shareholder nominations for directors were received for this meeting.

• Procedures for submitting future shareholder proposals and director nominations are detailed.

Board of directors and corporate governance

• Board will reduce from 13 to 11 members after retirements at the 2025 meeting.

• Majority of directors are independent per Nasdaq standards.

• Board committees include Audit, Compensation, Nomination & Governance, Risk Oversight, and Executive Committees.

• Board diversity matrix shows 46% women and minorities; leadership roles held by women.

• Code of Business Conduct and Ethics applies to all directors and employees.

• Chair and CEO roles are separated to enhance governance.