Todd Gipple
About Todd Gipple
Todd A. Gipple (age 61) is President and Chief Financial Officer of QCR Holdings and will become Chief Executive Officer immediately after the May 22, 2025 annual meeting; he is a CPA (inactive) who joined QCRH in 2000 as EVP & CFO after 14 years in public accounting focused on financial institutions M&A and taxation . Company performance under the current leadership team includes record 2024 net income of $113.9M and diluted EPS of $6.71, with 10% loan and lease growth (pre‑securitizations), 8% deposit growth, and nonperforming assets at 0.50% of total assets as of 12/31/24 . Pay‑versus‑performance disclosures show a $100 investment in QCRH was worth $188 in 2024 versus $132 for the peer index, and say‑on‑pay support was ~96% in 2024, indicating strong investor alignment with compensation design .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| QCR Holdings, Inc. | Executive Vice President & Chief Financial Officer | 2000–2008 | Joined to build finance capability after career in financial institutions tax/M&A; established foundational finance infrastructure . |
| QCR Holdings, Inc. | Chief Financial Officer; Chief Operating Officer | 2008–2023 | Led corporate finance and operations during multi-bank platform growth and integrations . |
| QCR Holdings, Inc. | President & Chief Financial Officer | 2019–present; CEO effective 5/22/2025 | Executive leadership during record net income years; slated to lead CEO transition and succession plan . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| John Deere Classic | Director | Not disclosed | Community/brand presence in core market and business development platform . |
| YMCA of the Iowa Mississippi Valley | Past Chair; Executive Committee member | Not disclosed | Regional leadership network and stakeholder engagement . |
| Prior community boards (Davenport Chamber, United Way, SAL Family & Community Services, Scott County Beautification Foundation) | Director/Executive Committee | Not disclosed | Community relations and local market connectivity . |
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base salary | $382,293 | $393,762 (3.0% increase) | Annual review by Compensation Committee . |
| Target annual bonus (% of salary) | 80% of salary | 80% of salary (in-place through 12/31/24 agreement) | New CEO agreement (effective post‑ASM) sets target at 162.5% of salary . |
| Actual 2024 annual bonus payout | 120% of salary | — | Based on corporate goal attainment (see Performance Compensation) . |
Performance Compensation
| Metric (QCRH corporate) | Weight | Threshold | Target | Maximum | Actual | Payout impact |
|---|---|---|---|---|---|---|
| Bonus‑adjusted net income (non‑GAAP) [1] | 60% | $98.9M | $109.9M | $115.4M | $118.6M | Above max on this component |
| Net new demand deposit accounts | 20% | 1,664 | 2,080 | 2,704 | 2,748 | Above max on this component |
| Nonperforming assets / total assets | 20% | 1.00% | 0.75% | 0.50% | 0.50% | At max on this component |
| Total annual bonus (as % of salary) | — | — | Target: 80% | Max: 120% | Actual: 120% | Actual payout: 120% |
[1] Bonus‑adjusted net income excludes securities gains/losses, FV on derivatives, post‑acquisition costs, and goodwill impairment/restructuring .
Equity Awards and Vesting
| Award type | Grant date / design | Size | Vesting | Performance linkage |
|---|---|---|---|---|
| Annual RSUs for 2024 performance (granted Mar 2025) | 2024 performance year; granted Mar 2025 | 52.5% of salary grant value | 4‑year ratable; each vest may be settled in cash for NEOs | Time‑based; awarded based on 2024 results . |
| One‑time performance RSUs (2019 employment agreement) | Intended FMV $500,000 (at maximum); multi‑year tranches | $500,000 (intended) | 20% in 2020–2022 and 10% annually 2023–2026 (for Gipple) | 50% of award subject to a Board‑set performance threshold . |
| Stock options (legacy) | Outstanding at 12/31/24 | 8,857 @ $17.49; 8,590 @ $22.64; 4,271 @ $42.75 (exercisable) | Option expirations 2/2/2025; 2/1/2026; 3/9/2027 | N/A |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (3/27/2025) | 68,240 shares; includes 12,861 options exercisable within 60 days; 11,432 401(k); 1,199 IRA; 2,000 spouse; 705 trust (shared voting) . |
| Ownership as % of outstanding | <1% (asterisked in proxy table) . |
| Unvested RSUs/PSUs (12/31/2024) | 1,504 (2021 grant); 1,660 (2022 grant); 2,395 (2023 grant); 2,803 (2024 grant); 752 (2019 perf units) . |
| Option exercises and vesting in 2024 | Exercised 6,791 options; value realized $298,125; RSUs vested 4,436; value realized $253,124 . |
| Stock ownership guideline | 30,000 shares for NEOs who also serve as directors (applies to Helling and Gipple); all NEOs meet guidelines . |
| Hedging/pledging | Hedging prohibited; pledging prohibited without prior approval; to company’s knowledge no officer/director pledged stock . |
Employment Terms
| Term | In‑effect agreement (2018; effective 2019) | New CEO agreement (effective post‑ASM 5/22/2025) |
|---|---|---|
| Base salary | $325,000 (subject to annual review; actual 2024 salary $382,293) | $455,000 (subject to annual review) |
| Target annual bonus | 80% of salary | 162.5% of salary |
| One‑time RSU grant | $500,000 intended FMV; 20% vests 2020–2022; 10% annually 2023–2026; 50% performance‑thresholded | $500,000 grant; 20% vests each Jan 1, 2026–2030; 60% subject to Board‑set performance threshold |
| Severance (no CIC) | 100% of base salary | 100% of base salary |
| Severance (CIC double‑trigger) | 200% of base salary + most recent cash incentive; COBRA (applicable period) | 200% of base salary + most recent cash incentive if terminated within 2 years post‑CIC; COBRA at active employee rates (applicable period) |
| Restrictive covenants | Confidentiality; 2‑year non‑compete and non‑solicit | Same covenants |
| Disability benefit | Up to 66% of base salary + average bonus for one year | Same |
Insider Transactions and Vesting Cadence
- 2024 realization events: Exercised 6,791 options (value $298,125) and had 4,436 RSUs vest (value $253,124) .
- Reported Form 4 activity (aggregator summaries; see original filings for details): Jan 26, 2024 sale of 6,791 shares at ~$61 and related option exercise at ~$17.10; Jan 26, 2025 transactions include sale of 3,998 shares at ~$78.93 and option exercise of 8,857 shares at $17.49 .
- Scheduled RSU vesting: Annual installments typically on or around March 1 for 2021–2024 grants; 2019 special award vests annually through 2026; 2024 performance‑year award granted Mar 2025 vests over four years; future CEO one‑time grant vests 2026–2030 .
- Note: RSUs for NEOs may be cash‑settled at vesting, which can reduce forced selling pressure around vest dates .
Board Service & Governance
- QCR Holdings Board: Director since 2009; currently President & CFO; will become CEO post‑ASM; also serves on subsidiary boards (Quad City Bank & Trust; Guaranty Bank) .
- Independence: Not independent due to executive role .
- Committees: Board committees (Audit, Compensation, Nominating & Governance, Risk Oversight) are composed of independent directors; executive directors (e.g., Gipple) do not serve on these committees .
- Board leadership/independence safeguards: Chair and CEO roles separated; independent Chair; independent directors hold regular executive sessions without Messrs. Helling or Gipple .
- Attendance: In 2024, all incumbent directors attended at least 75% of Board and committee meetings .
- Director compensation: Only non‑employee directors receive retainers/equity; employee‑directors (e.g., Gipple) do not receive separate director fees .
Compensation Peer Group & Say‑on‑Pay
- 2024 peer group of 16 regional banks (e.g., First Busey, First Merchants, Heartland Financial, Lakeland Financial, National Bank Holdings, etc.) used for benchmarking base, annual incentives, equity, and total compensation .
- Say‑on‑pay approval: ~96% support at 2024 annual meeting .
Performance & Track Record Highlights
- Financial performance: 2024 record net income ($113.9M) and adjusted net income of $119.3M; diluted EPS $6.71; capital markets revenue $71.1M; nonperforming assets 0.50% of assets at 12/31/24 .
- Pay‑versus‑performance: Compensation‑Actually‑Paid tracks improvements in TSR and net income; QCRH TSR value of $188 vs peer index $132 (value of $100 investment) in 2024 .
Employment & Retirement Benefits (Alignment/Retention)
- SERP benefit estimate (if retired 12/31/24): $350,103 per year (pre‑tax) for Gipple; payable generally over 180 months .
- SERP present value at 12/31/24: $3,426,054 .
- Non‑qualified deferred compensation (2024): $20,000 executive deferral; $20,000 company match; year‑end balance $1,505,837 .
Risk Indicators & Policies
- Clawback: Nasdaq‑compliant clawback policy adopted in Aug 2023; applies to incentive compensation upon accounting restatement .
- Anti‑hedging/anti‑pledging: Hedging prohibited; pledging prohibited without prior approval; no known pledging by officers/directors .
- Equity plan CIC treatment: Double‑trigger vesting (CIC plus qualifying termination or non‑assumption) .
Investment Implications
- Pay‑for‑performance linkage is strong: 2024 bonus paid at 120% of salary off corporate results that exceeded maximum targets on core profitability, deposit acquisition, and asset quality—supportive of execution consistency .
- Alignment/skin‑in‑the‑game: Beneficial ownership above the 30,000‑share guideline with additional exposure via unvested RSUs and legacy options; anti‑hedging/anti‑pledging reduces misalignment risk .
- Retention and transition: New CEO agreement materially increases at‑risk pay (target bonus 162.5% of salary) and introduces a five‑year performance‑thresholded RSU grant—balancing retention with performance gates during the CEO transition .
- Trading/vesting cadence: Option exercises and RSU vesting occur around early‑year windows; RSUs may be cash‑settled, which can moderate secondary‑market selling flow from vesting events .
- Governance: Separation of Chair/CEO and independent director‑only committees mitigate dual‑role concerns from his executive‑director status; consistent 75%+ attendance supports board process quality .
Citations: All bracketed references are to company documents or SEC sources as required.