Reba Winter
About Reba Winter
Reba K. Winter (age 63) is Executive Vice President and Chief Operating Officer of QCR Holdings, appointed in May 2023 after serving as EVP, Chief Information Officer since 2019 . In 2024, QCR delivered record net income of $113.9 million and diluted EPS of $6.71, with adjusted EPS of $7.03, 10% loan growth, 8% deposit growth, and nonperforming assets at 0.50% of total assets, aligning executive incentives to performance . Winter’s 2024 annual bonus metrics included QCR bonus-adjusted net income and net new demand deposit accounts at the corporate level, plus five technology and operations individual goals—all achieved—resulting in a 67.5% of salary bonus payout .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| QCR Holdings, Inc. | Chief Operating Officer | May 2023–present | Led core platform contract negotiation; TechOps budget discipline; enterprise project delivery; 3-year technology and security plan; recruited Chief Security Officer (all achieved) |
| QCR Holdings, Inc. | EVP, Chief Information Officer | 2019–May 2023 | Led technology operations and security; groundwork for subsequent COO role |
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Base Salary ($) | $325,000 | $335,000 |
| Target Bonus (% of Salary) | 50% | — |
| Actual Bonus Paid ($) | $219,375 | — |
| Actual Bonus (% of Salary) | 67.5% | — |
| Stock Awards (Grant-Date Fair Value, $) | $100,020 | — |
| All Other Compensation ($) | $15,525 | — |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout Contribution | Vesting |
|---|---|---|---|---|---|
| QCR bonus-adjusted net income | 25% | $109.9M | $118.6M | — | Annual cash bonus |
| QCR net new demand deposit accounts | 15% | 2,080 | 2,748 | — | Annual cash bonus |
| Core Negotiation / Contract Completion | 20% | Total cost of ownership improvement on new core platform contract | Achieved | — | Annual cash bonus |
| TechOps Budget | 10% | Meet expense and capital budget targets | Achieved | — | Annual cash bonus |
| Project Delivery for Key Business Projects | 10% | Timely delivery of prioritized enterprise projects | Achieved | — | Annual cash bonus |
| Three-Year TechOps Strategic Plan | 10% | Create 3-year technology and security plan | Achieved | — | Annual cash bonus |
| Security and Controls Maturity | 10% | Recruit new Chief Security Officer | Achieved | — | Annual cash bonus |
Actual annual cash incentive award for 2024 was 67.5% of salary (Winter) .
Equity Ownership & Alignment
| Item | Amount / Status |
|---|---|
| Total beneficial ownership (shares) | 9,278 |
| Shares outstanding at 3/27/2025 | 16,919,285 |
| Ownership as % of shares outstanding | ~0.055% (9,278 / 16,919,285) |
| Stock ownership guideline (other NEOs) | 3,626 shares; compliance confirmed for all NEOs |
| Anti-hedging policy | Hedging prohibited; no violations noted |
| Anti-pledging policy | Pledging prohibited without approval; no violations noted |
| Options | None outstanding for Winter |
| RSU settlement | RSU vesting may be settled in cash for NEOs |
Outstanding RSUs and Vesting
| Grant Date | Unvested Units (#) at 12/31/2024 | Market Value at $80.64 ($) | Vesting Schedule |
|---|---|---|---|
| Aug 2, 2021 | 514 | $41,449 | 4 equal annual portions starting Aug 2, 2022 |
| Aug 1, 2022 | 852 | $68,705 | 4 equal annual portions starting Aug 1, 2023 |
| Feb 1, 2023 | 5,664 | $456,745 | 4 equal annual portions starting Feb 1, 2024 |
| Aug 1, 2023 | 1,448 | $116,767 | 4 equal annual portions starting Aug 1, 2024 |
| Aug 1, 2024 | 1,361 | $109,751 | 4 equal annual portions starting Aug 1, 2025 |
2024 RSU Grant (Performance-Based Equity)
- August 2024 RSU grant valued at $100,022, four-year equal annual vesting; RSUs for NEOs may be settled in cash at vesting .
2024 Vesting Activity
| Metric | Value |
|---|---|
| Shares acquired on vesting (#) | 4,148 |
| Value realized on vesting ($) | $272,255 |
Employment Terms
| Term | Details |
|---|---|
| Agreement date and term | Employment agreement entered June 2019; initial term through Dec 31, 2021; auto-renews 1 year on each anniversary absent notice |
| Severance (no change-in-control) | One-half of then-current annual salary and average annual bonus if terminated without cause |
| Change-in-control (double-trigger) | One times salary + average annual bonus if terminated within one year following a change in control |
| Disability benefit | Up to 66% of base salary and average annual bonus for 1 year following disability |
| Non-compete / non-solicit | One year post-termination |
| Equity vesting on CIC | Equity plan uses double-trigger acceleration (if not assumed; or if assumed then termination without cause/good reason) |
Potential Payments upon Termination or Change in Control (as of 12/31/2024; stock price $80.64)
| Benefit | Involuntary Termination (no CIC) | Involuntary Termination (with CIC) | Disability | Death |
|---|---|---|---|---|
| Salary ($) | $162,500 | $325,000 | $214,500 | |
| Bonus ($) | $95,470 | $190,941 | $126,021 | |
| Stock award acceleration ($) | — | $793,417 | $793,417 | |
| Health insurance ($) | $22,314 | $22,314 | — |
The above amounts reflect plan terms and assumptions described in the proxy and are illustrative for 12/31/2024 .
Compensation Committee Analysis and Governance Signals
- Peer group (16 institutions) used to benchmark pay: Community Trust Bancorp; 1st Source; Mercantile Bank; Enterprise Financial Services; German American Bancorp; Midland States Bancorp; First Busey; Great Southern Bancorp; MidWest One Financial Group; First Merchants; Heartland Financial USA; National Bank Holdings; First Mid Bancshares; Horizon Bancorp; Stock Yards Bancorp; Lakeland Financial .
- Clawback policy: Adopted August 2023, Nasdaq-compliant for incentive compensation upon accounting restatement .
- Insider trading windows, anti-hedging and anti-pledging policies; Section 16 pre-clearance required; no hedging/pledging violations noted .
- Say-on-Pay support: 96% approval in 2024 .
Risk Indicators & Red Flags
- Delinquent Section 16(a) reporting: One transaction for Ms. Winter not timely disclosed on Form 4 during 2024 .
- Equity acceleration exposure: $793,417 in unvested equity value at 12/31/2024 would accelerate under qualifying CIC scenarios .
- No stock option repricing; executive options currently not granted to executive officers; Winter has no options outstanding .
Investment Implications
- Pay-for-performance alignment appears strong: Winter’s 2024 bonus tied to measurable corporate metrics and achieved individual tech/ops goals; actual payout at 67.5% of salary reflects above-target performance in key areas (net income and deposits) .
- Retention risk moderated by multi-year RSU overhang: Five RSU grants with staggered annual vesting from 2022–2028 and potential cash settlement provide steady retention incentives; double-trigger CIC terms reduce single-trigger windfall risk .
- Ownership alignment is adequate: Beneficial ownership of 9,278 shares (~0.055% of shares outstanding) exceeds the 3,626-share guideline for non-director NEOs; anti-hedging/anti-pledging further align interests .
- Contract economics are conservative vs. broader market: Severance equals 0.5x salary+bonus (no CIC) and 1.0x (with CIC), below many bank peers that use higher multiples, limiting parachute risk while still offering reasonable protection; one-year non-compete/non-solicit supports transition stability .
- Trading signals: Expect routine Form 4 activity near annual vest dates (Feb 1 and Aug 1) and potential “F” tax-withholding entries; note prior delayed Form 4 as process risk, albeit isolated .