Amy Reasner
About Amy Reasner
Amy L. Reasner (age 53) is an independent director of QCR Holdings, Inc. (QCRH) since 2024 and serves on the board of Cedar Rapids Bank & Trust; she was appointed to QCRH’s board on August 21, 2024 and re‑elected to a three‑year Class II term at the May 22, 2025 annual meeting . She is President and an attorney at Lynch Dallas, P.C. with a BA and JD from the University of Iowa, bringing legal and governance expertise to QCRH’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lynch Dallas, P.C. | President and Attorney | Current | Labor & employment law, insurance defense, workplace investigations; broad client base (insurance, business, public sector) |
| Guaranty Bank & Trust Company (pre‑merger) | Director | 2009–2017 (merged into CRBT in 2017) | Community banking oversight; local market knowledge in Cedar Rapids |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Iowa Department of Transportation | Former Chair | Prior service | State infrastructure governance leadership |
| Iowa Finance Authority | Former Board Member | Prior service | Public finance and housing programs oversight |
| Willis Dady Homeless Services | Board President | Current | Non‑profit governance; community impact |
Board Governance
- Independence: The board determined Reasner is “independent” under Nasdaq listing requirements; she is not an employee or former officer of QCRH .
- Committee assignments (2024): Compensation Committee member (joined November 2024; committee met 3 times in 2024) and Nomination & Governance Committee member (joined November 2024; committee met 4 times in 2024) .
- Attendance and engagement: All incumbent directors attended at least 75% of aggregate board and committee meetings in 2024; all directors attended the virtual annual meeting of stockholders .
- Election signal: Re‑elected May 22, 2025 with 12,432,126 votes “FOR,” 182,097 “WITHHELD,” 2,163,439 broker non‑votes, indicating broad shareholder support .
Fixed Compensation
- Structure: Non‑employee directors receive quarterly cash retainers with additional fees for chair and committee roles; many directors elect to defer cash fees under the 2005 Deferred Income Plan .
- 2024 Director compensation (individual): Reasner earned $28,650 in fees and received $4,000 in stock awards, totaling $32,650 .
| Cash Retainers (per quarter) | 2024 | 2025 |
|---|---|---|
| QCR Holdings Board – Quarterly Retainer ($) | $10,150 | $10,625 |
| Additional Retainers – Board Chair ($) | $5,000 | $5,000 |
| Additional Retainers – Board Vice Chair ($) | $625 | $625 |
| Audit Committee Chair ($) | $1,500 | $1,500 |
| Audit Committee Financial Expert ($) | $625 | $625 |
| Compensation Committee Chair ($) | $1,250 | $1,250 |
| Nomination & Governance Chair ($) | $1,250 | $1,250 |
| Risk Oversight Chair ($) | $1,250 | $1,250 |
| Audit Committee Member ($) | $625 | $625 |
| Compensation Committee Member ($) | $625 | $625 |
| Risk Oversight Committee Member ($) | $625 | $625 |
| All Other Committee Members ($) | $300 | $300 |
| Subsidiary Board – Quarterly Retainer ($) | $2,250 | $2,250 |
| Subsidiary – Committee Member ($) | $375 | $375 |
| Director Compensation – 2024 | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Amy L. Reasner | $28,650 | $4,000 | $32,650 |
Additional alignment signal: All directors other than Mr. Batten, Mr. Griesemer, Ms. Sorensen and Ms. Ziegler elected to defer receipt of all cash fees in 2024; deferred fees purchased additional QCRH shares at market price .
Performance Compensation
- Director equity grants (not performance‑based): On March 1, 2024, non‑employee QCRH directors received $24,000 restricted stock; non‑employee subsidiary directors received $4,000 restricted stock; grant date price was $56.79 and awards vested immediately .
- For Reasner in 2024: Stock awards reported at $4,000, consistent with subsidiary director grant; no outstanding vested or unvested director stock or option awards as of December 31, 2024 .
| Equity Award Details (Directors) | Grant Date | Grant Type | Grant Value ($) | Grant Price ($/share) | Vesting |
|---|---|---|---|---|---|
| Non‑employee QCRH director grant | Mar 1, 2024 | Restricted stock | $24,000 | $56.79 | Immediate |
| Non‑employee subsidiary director grant | Mar 1, 2024 | Restricted stock | $4,000 | $56.79 | Immediate |
| Reasner – reported 2024 stock awards | 2024 | Stock awards | $4,000 | n/a | n/a |
No director performance metrics tied to pay were disclosed; director equity grants are time‑based with immediate vesting and not subject to performance conditions .
Other Directorships & Interlocks
- Public company boards: QCRH discloses that, aside from Mr. Besong, no nominee or continuing director served as a director of another Exchange Act reporting company within the past five years; this indicates Reasner held no other public company directorships in that period .
- Compensation Committee interlocks: The 2024 Compensation Committee (including Reasner from November) comprised solely independent directors; none were officers or former officers of QCRH, none had Item 404 relationships, and no executive officer of QCRH served on another company’s board or compensation committee with respect to any committee member .
Expertise & Qualifications
- Legal and governance expertise from leading a law firm and conducting complex workplace investigations; prior state agency leadership roles (Iowa DOT Chair, Iowa Finance Authority board) and current non‑profit board presidency add public sector and community perspective .
- Banking board experience at Cedar Rapids Bank & Trust and previously at Guaranty Bank & Trust supports oversight of regulated financial institutions .
Equity Ownership
- Beneficial ownership: 8,143 QCRH shares as of March 27, 2025; disclosure indicates “less than 1% of class” for each director .
- Ownership guidelines: Non‑employee directors must hold shares equal to 5x annual cash retainer within five years of initial election (2,945 shares for 2025); QCRH states all directors and NEOs are in compliance with stock ownership guidelines .
| Ownership Measure | Value | Date/Context |
|---|---|---|
| Beneficially owned shares (Amy L. Reasner) | 8,143 | March 27, 2025 |
| Ownership as % of shares outstanding | <1% | As disclosed |
| Shares outstanding (context for annual meeting) | 16,919,285 | Record date for 2025 Annual Meeting |
| Director ownership guideline target (2025) | 2,945 shares | Five times annual cash retainer |
| Compliance status (directors) | In compliance | Company statement |
Anti‑hedging/pledging: Employees and directors are prohibited from hedging QCRH securities; directors and executive officers may not pledge QCRH securities without prior Nomination & Governance Committee approval, and the company is not aware of any violations of these policies .
Governance Assessment
- Strengths: Clear independence; meaningful alignment via ownership guidelines and widespread deferral of director cash fees into QCRH shares (Reasner included); robust anti‑hedging/anti‑pledging policies; Nasdaq‑compliant clawback policy; strong shareholder support in her 2025 re‑election; active committee service on Compensation and Nomination & Governance soon after appointment .
- Compensation structure: Director pay is primarily fixed cash retainers with modest equity grants; immediate vesting and lack of performance conditions reduce risk of pay‑for‑performance misalignment but are typical for director compensation; deferral into stock partially offsets this by increasing ownership alignment .
- Conflicts/red flags: No Item 404 related‑party relationships for Compensation Committee members (includes Reasner); no pledging or hedging disclosed; no director‑specific related party transactions were disclosed; independence reaffirmed; no Section 16(a) reporting issues noted for Reasner in 2024 .
- Shareholder feedback environment: 2025 say‑on‑pay passed with 11,789,770 “FOR,” 796,694 “AGAINST,” 27,759 “ABSTAIN” (broker non‑votes 2,163,439), signaling acceptable compensation governance context in which Reasner serves on the Compensation Committee .
Overall investor confidence signal: Reasner’s legal and public sector background strengthens board oversight; her independent status, committee engagement, and ownership compliance support board effectiveness, with no apparent conflicts or red flags disclosed .