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Note 16 - Stock-Based Compensation

12 Months Ended

Dec. 31, 2024

Notes to Financial Statements

Stock-Based Compensation

Note 16. Stock-Based Compensation

The Company’s board of directors adopted in February 2010, and its stockholders approved in May 2010, the QCR Holdings, Inc. 2010 Equity Incentive Plan (“2010 Equity Incentive Plan”). The Company’s board of directors adopted in February 2013, and its stockholders approved in May 2013, the QCR Holdings, Inc. 2013 Equity Incentive Plan (“2013 Equity Incentive Plan”). The Company’s board of directors adopted in February 2016, and its stockholders approved in May 2016, the QCR Holdings, Inc. 2016 Equity Incentive Plan (“2016 Equity Incentive Plan”). The Company’s board of directors adopted in February 2024, and its stockholders approved in May 2024, the QCR Holdings, Inc. 2024 Equity Incentive Plan (“2024 Equity Incentive Plan”). Up to 350,000, 350,000, 400,000 and

Note 16. Stock-Based Compensation (continued)

600,000 shares of common stock, respectively, may be issued to employees and directors of the Company and its subsidiaries pursuant to equity incentive awards granted under these plans.

The 2010 Equity Incentive Plan, the 2013 Equity Incentive Plan, the 2016 Equity Incentive Plan and the 2024 Equity Incentive Plan (collectively, the “Equity Plans”) are administered by the Compensation Committee of the board of directors (the “Committee”). As of December 31, 2024, there were 622,344 remaining shares of common stock available for the grant of future awards under the Equity Plans; however, such future awards may be granted only under the 2024 Equity Incentive Plan.

The number and exercise price of options granted under the Equity Plans are determined by the Committee at the time the option is granted. In no event can the exercise price be less than the value of the common stock at the date of the grant for stock options. All options have a 10-year life and will vest and become exercisable from 3-to-7 years after the date of the grant. The value of restricted stock awards is estimated by using the market price of the Company’s common stock at the date of grant.

Stock-based compensation expense was reflected in the Consolidated Financial Statements as follows for the years ended December 31, 2024, 2023, and 2022.


		2024			2023			2022
		(dollars in thousands)

Stock options		$	358		$	286		$	246
Restricted stock awards			2,128			2,084			1,967
Stock purchase plan			339			308			225
		$	2,825		$	2,678		$	2,438

Stock options:

A summary of the stock option plans as of December 31, 2024, 2023, and 2022 and changes during the years then ended is presented below:


		December 31,
		2024						2023						2022
					Weighted						Weighted						Weighted
					Average						Average						Average
					Exercise						Exercise						Exercise
		Shares			Price			Shares			Price			Shares			Price
Outstanding, beginning			290,149		$	32.11			346,678		$	27.60			367,998		$	24.46
Granted			29,900			56.79			25,000			53.31			22,400			53.87
Exercised			(95,724)			22.05			(81,354)			19.45			(41,695)			14.07
Forfeited			(3,479)			39.01			(175)			15.65			(2,025)			26.72
Outstanding, ending			220,846			39.70			290,149			32.11			346,678			27.60

Exercisable, ending			158,911						233,967						295,077

Weighted average fair value per option granted		$	18.61					$	16.36					$	13.97

Note 16. Stock-Based Compensation (continued)

A further summary of options outstanding as of December 31, 2024 is presented below:


		Options Outstanding
				Weighted					Options Exercisable
				Average		Weighted					Weighted
				Remaining		Average					Average
Range of		Number		Contractual		Exercise			Number		Exercise
Exercise Prices		Outstanding		Life		Price			Exercisable		Price
$17.49 to $17.86		23,869		0.09		$	17.49		23,869		$	17.49
$21.71 to $22.64		44,123		1.09			22.64		44,123			22.64
$29.77 to $36.00		12,875		4.17			36.00		12,875			36.00
$40.00 to $41.95		13,602		5.17			40.00		13,602			40.00
$42.65 to $48.50		53,428		3.78			43.85		48,506			43.88
$53.31 to $56.79		72,949		8.29			54.85		15,936			53.70
		220,846							158,911

Restricted stock and unit awards:

A summary of changes in the Company’s nonvested restricted stock, restricted stock unit and performance stock unit awards as of December 31, 2024, 2023 and 2022 is presented below:


		December 31,
		2024			2023			2022
Outstanding, beginning			88,178			84,115			97,107
Granted*			28,211			51,157			35,525
Released			(43,468)			(43,331)			(47,766)
Forfeited			(5,297)			(3,763)			(751)
Outstanding, ending			67,624			88,178			84,115

Weighted average fair value per share granted		$	58.01		$	51.64		$	54.20

* At December 31, 2024, includes 1,500 shares of restricted stock and 64,620 restricted stock units.

At December 31, 2023, includes 4,500 shares of restricted stock and 80,820 restricted stock units.

At December 31, 2022, includes 8,527 shares of restricted stock and 64,494 restricted stock units.

The total grant value of restricted stock, restricted stock unit and performance share unit awards that were released during the years ended December 31, 2024, 2023 and 2022 was $2.6 million, $2.2 million and $2.6 million, respectively.

Note 16. Stock-Based Compensation (continued)

Employee stock purchase plan:

On May 19, 2022, the Company’s stockholders approved the QCR Holdings, Inc. 2022 Stock Purchase Plan (the “2022 Purchase Plan”). The 2022 Purchase Plan has an effective date of July 1, 2022 and a share reserve equal to 350,000 shares plus the shares remaining under the QCR Holdings, Inc. Amended and Restated Employee Stock Purchase Plan immediately prior to its termination on July 1, 2022. As of January 1, 2025, there were 317,068 shares of common stock available for issuance under the 2022 Purchase Plan. For each six-month offering period, the board of directors will determine how many of the total number of available shares will be offered. The purchase price is the lesser of 85% or the fair market value at the date of the grant or the investment date. The investment date, as established by the board of directors, is the date common stock is purchased after the end of each calendar quarter during an offering period. The maximum dollar amount any one participant can elect to contribute in a year is $21,250.

Additionally, the maximum percentage that any one participant can elect to contribute is 15% of his or her compensation for the years ended December 31, 2024, 2023 and 2022. Information for the stock purchase plan for the years ended December 31, 2024, 2023 and 2022 is presented below:


		2024			2023			2022
Shares granted			28,746			36,964			28,421
Shares purchased			31,069			35,058			27,103
Weighted average fair value per share granted		$	11.85		$	8.35		$	7.88