John-Paul Besong

About John-Paul E. Besong

Independent director of QCR Holdings (QCRH) since 2015; Class I director with current term expiring in 2027. Age 71. Former Senior Vice President of e-Business and Chief Information Officer at Rockwell Collins (now Collins Aerospace), with earlier leadership roles spanning e-business, lean electronics, SAP implementation, and printed circuits/fabrication. Brings Fortune 500-scale IT, operations, and transformation expertise to the board. Independent under Nasdaq listing standards and met attendance expectations in 2024.

Past Roles

External Roles

Board Governance

• Independence: Determined independent by the Board under Nasdaq rules.
• Attendance: Board held four meetings in 2024; all incumbent directors attended ≥75% of board and committee meetings; all directors attended the 2024 annual meeting.
• Committee assignments (2024):
  • Nomination & Governance Committee: Vice Chair; committee met four times; all members independent.
  • Risk Oversight Committee: Vice Chair; committee met four times; all members independent; primary oversight of enterprise risk management.
• Not listed as a member of the Audit or Compensation Committees in 2024.
• Governance policies relevant to director conduct:
  • Anti-hedging: Prohibits hedging; no known violations.
  • Anti-pledging: Prohibits pledging without prior approval; no known violations.
  • Clawback policy (Aug 2023) for incentive compensation upon restatements (executive-focused).

Fixed Compensation (Director)

• Program structure:

  • QCRH Board quarterly cash retainer: $10,150 in 2024; $10,625 approved for 2025. Committee and leadership role retainers apply (e.g., Nom/Gov Chair $1,250/quarter; committee member $300–$625/quarter), paid quarterly.
  • 2024 equity: Each non-employee QCRH director received $24,000 of restricted stock on 3/1/2024; subsidiary board service adds to equity grant as applicable. 2024 awards vested immediately (no outstanding director stock/option awards at 12/31/2024).

• Cash deferral/ownership alignment: All directors except Batten, Griesemer, Sorensen, and Ziegler elected to defer 100% of cash fees into QCRH shares at market price—this includes Besong.

• Mix (alignment signal): 2024 pay approx. 65% cash ($44.3k) and 35% equity ($24.0k), with cash fully deferrable into stock.

Performance Compensation (Director)

Other Directorships & Interlocks

• Related-party safeguards: Ordinary-course banking relationships with directors and related parties are on market terms, approved via subsidiary boards, and subject to Regulation O and a formal Related Party Transactions Policy. Larger transactions (> $1,000,000) reviewed by Nomination & Governance Committee against arm’s-length criteria. No specific Besong-related transactions disclosed.

Expertise & Qualifications

• Core expertise: Enterprise IT leadership, cybersecurity oversight, ERP/SAP transformation, lean operations, and technology governance from a Fortune 500 aerospace/defense supplier.
• Board-relevant strengths: Risk oversight (Vice Chair of Risk Oversight Committee), governance and nomination (Vice Chair), and technology perspective for bank cyber/data risk.

Equity Ownership

• Ownership/retention guidelines: Non-employee directors must hold shares equal to 5x the annual director cash retainer (excluding committee fees) within 5 years and maintain thereafter; 2025 guideline equals 2,945 shares based on trailing average price. As of 2025, all directors and NEOs are in compliance.

• Hedging/Pledging: Prohibited absent pre-approval (pledging); company states no known hedging or unapproved pledging by directors.

Governance Assessment

• Strengths

  • Independence and engagement: Independent, served on two key governance-oriented committees as Vice Chair; board and committee attendance thresholds met; annual meeting attendance strong.
  • Risk and technology: CIO background enhances board oversight of cyber and operational risk—well-aligned with Risk Oversight Committee vice chair role.
  • Ownership alignment: Compliant with robust stock ownership guidelines; defers cash fees into QCRH stock, increasing “skin in the game.”

• Watch items / potential conflicts

  • External public board: Service at United Fire Group creates an external network tie; no QCRH-related party transactions disclosed, and related-party policy provides controls. Monitor for any future banking/insurance cross-relationships.
  • Director equity design: Immediate vesting of director equity grants (no holding period) can reduce long-term alignment versus deferred/retention-based structures, though ownership guidelines and cash deferrals mitigate.

• Shareholder sentiment signal

  • Say-on-pay support was ~96% at the 2024 annual meeting, indicating broad investor support of compensation practices and governance framework.

• Compliance and controls

  • Anti-hedging/anti-pledging in place; clawback policy adopted; Section 16 compliance issues in 2024 limited to one NEO (Winter) and not directors generally.